SCHEDULE: Oleg Shchegolev Boosts Semrush Holdings Stake to 33.2%

Oleg Shchegolev, a key figure, has increased his beneficial ownership in Semrush Holdings, Inc. to 33.2% of Class A Common Stock, representing 46.8% of total voting power.

Summary

• Oleg Shchegolev beneficially owns an aggregate of 49,449,381 shares of Semrush Holdings, Inc. Class A common stock.
• This ownership includes shares underlying Class B common stock, restricted stock units, and stock options convertible or exercisable within 60 days of June 30, 2025.
• The beneficial ownership represents approximately 33.2% of the outstanding Class A common stock.
• Mr. Shchegolev's holdings include 6,770,693 Class A shares and 2,000,000 Class B shares held individually.
• Additional holdings include 243,118 Class A shares from vesting RSUs and 475,795 Class A shares from exercisable stock options.
• Significant portions are held through Shchegolev Holdings, LLC (3,138,040 Class A shares) and The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 (26,739,320 Class A shares and 10,082,415 Class B shares).
• The Class A common stock outstanding as of June 30, 2025, was 127,469,912 shares, and Class B common stock was 21,019,818 shares.
• Each Class A share carries one vote, while each Class B share carries ten votes.
• Mr. Shchegolev's beneficial ownership accounts for 46.8% of the aggregate combined voting power of Class A and Class B common stock.

Sentiment

Score: 6

Explanation: The filing is a factual disclosure of beneficial ownership. The high concentration of ownership by a key individual can be viewed positively for stability but also negatively for minority shareholder influence, leading to a slightly positive but largely neutral sentiment.

Positives

• Increased insider ownership by a significant individual, Oleg Shchegolev, potentially signaling strong confidence in the company's future.
• Consolidation of a substantial voting block (46.8% of combined voting power) by a key individual, which could provide stable leadership and strategic direction.

Negatives

• NA

Risks

• Concentration of voting power: Oleg Shchegolev's beneficial ownership represents 46.8% of the aggregate combined voting power, which could allow him significant control over corporate decisions, potentially limiting the influence of other shareholders.
• Dual-class stock structure: The existence of Class A (one vote) and Class B (ten votes) common stock creates a disparity in voting rights, which can entrench management or founders and reduce accountability to public shareholders.

Future Outlook

NA

Industry Context

This filing is a routine disclosure of beneficial ownership and does not provide specific industry context or trends. However, Semrush Holdings, Inc. operates in the digital marketing and SEO software industry.

Corporate Governance

Related Party Transactions

• Oleg Shchegolev's beneficial ownership includes shares held by Shchegolev Holdings, LLC, and The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, and The Oleg Shchegolev Irrevocable GST Trust of 2020. These trusts were established for the benefit of Mr. Shchegolev and/or certain members of his family, indicating related party dealings in the ownership structure.

Stakeholder Impact

• Shareholders: The significant concentration of voting power (46.8%) in Oleg Shchegolev's hands, amplified by the dual-class stock structure, means that other shareholders, particularly Class A holders, may have limited influence on corporate decisions.
• Management: A strong, concentrated ownership by a key individual like Oleg Shchegolev can provide stability and clear strategic direction, potentially reducing external pressures on management.

Key Dates

Keywords

Semrush Holdings, Oleg Shchegolev, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Voting Power, SEC Filing, Schedule 13G, Insider Ownership, Corporate Governance