SCHEDULE 13G/A: Oleg Shchegolev Discloses 37.6% Beneficial Ownership in Semrush Holdings, Inc.

Oleg Shchegolev, a key individual, has reported beneficial ownership of 52,021,541 shares, representing 37.6% of Semrush Holdings, Inc.'s Class A Common Stock as of December 31, 2024.

Summary

• Oleg Shchegolev beneficially owns an aggregate of 52,021,541 shares of Semrush Holdings, Inc.'s Class A Common Stock, which includes shares underlying Class B common stock, restricted stock units (RSUs), and stock options convertible or exercisable within 60 days of December 31, 2024.
• This ownership represents approximately 37.6% of the outstanding Class A Common Stock, calculated by treating all convertible shares as Class A for the purpose of computing the reporting person's percentage ownership.
• The beneficial ownership is comprised of: 6,929,798 shares of Class A common stock and 2,000,000 shares of Class B common stock held by Mr. Shchegolev individually; 129,662 Class A shares issuable from RSUs vesting within 60 days; 401,632 Class A shares issuable from stock options exercisable within 60 days.
• Additionally, 3,238,714 Class A shares are held by Shchegolev Holdings, LLC, and 29,239,320 Class A shares along with 10,082,415 Class B shares are held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020.
• Mr. Shchegolev may be deemed to have sole voting and dispositive power over all 52,021,541 shares.
• While Class A common stock carries one vote per share, Class B common stock carries ten votes per share. The reported percentage of Class A common stock does not reflect the ten-for-one voting power of the Class B common stock.
• The 39,407,832 shares of Class A common stock and 12,082,415 shares of Class B common stock beneficially owned by Mr. Shchegolev represent 47.7% of the aggregate combined voting power of both Class A and Class B common stock.
• The calculation is based on 125,833,873 shares of Class A common stock and 21,009,210 shares of Class B common stock outstanding as of December 31, 2024.

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of beneficial ownership. The significant stake held by Oleg Shchegolev indicates strong insider alignment, which is generally viewed positively by investors, though the filing itself is neutral in tone.

Positives

• The significant beneficial ownership of 37.6% of Class A Common Stock and 47.7% of combined voting power by Oleg Shchegolev, a key individual, indicates strong alignment between management and shareholder interests.
• A substantial insider stake can foster investor confidence by demonstrating a long-term commitment to the company's success.

Stakeholder Impact

• Shareholders: The significant beneficial ownership by Oleg Shchegolev, a key individual, indicates strong alignment between management and shareholder interests, potentially fostering confidence in the company's long-term strategy.

Key Dates

Keywords

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