Form 4: SEMrush CTO Oleg Shchegolev Gifts Over 43,000 Shares to Controlled Entity

SEMrush Holdings, Inc. Chief Technology Officer and 10% owner Oleg Shchegolev reported gifting 43,326 shares of Class A Common Stock to Shchegolev Holdings, LLC, a related entity, as part of a beneficial ownership restructuring.

Summary

• Oleg Shchegolev, Chief Technology Officer, Director, and 10% owner of SEMrush Holdings, Inc. (SEMR), reported a gift transaction of Class A Common Stock.
• On June 12, 2025, Mr. Shchegolev disposed of 43,326 shares directly held by him.
• Concurrently, Shchegolev Holdings, LLC, an entity indirectly controlled by Mr. Shchegolev through The Oleg Shchegolev Irrevocable GST Trust of 2020, acquired these 43,326 shares.
• The transaction was a gift, with a reported price of $0 per share.
• Following this transaction, Mr. Shchegolev directly beneficially owns 7,359,393 shares, a portion of which are Restricted Stock Units (RSUs).
• Indirectly, he beneficially owns 3,138,040 shares through Shchegolev Holdings, LLC, and an additional 26,739,320 shares through The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of his family.
• Mr. Shchegolev disclaims Section 16 beneficial ownership of the shares held by the trusts/LLC except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The transaction is a re-allocation of shares by an insider for likely estate planning purposes, not a sale into the open market, and therefore has a neutral impact on company sentiment. The insider retains significant beneficial ownership.

Positives

• The transaction represents a strategic re-allocation of ownership by a key insider, likely for estate planning purposes, rather than a sale into the open market.
• The insider, Oleg Shchegolev, maintains significant beneficial ownership in the company, indicating continued alignment with shareholder interests.

Negatives

• No direct negative implications for the company's operations or financial performance are indicated by this transaction.

Risks

• The document itself does not detail company-specific risks beyond the nature of the transaction. The disclaimers regarding beneficial ownership are standard for trusts and do not represent new risks.

Industry Context

This Form 4 filing details a routine insider transaction involving a gift of shares, which is a common practice for high-net-worth individuals for estate planning or tax purposes. It does not provide insights into broader industry trends or competitive dynamics within the digital marketing and analytics software sector where SEMrush operates.

Related Party Transactions

• The gift of 43,326 shares from Oleg Shchegolev to Shchegolev Holdings, LLC, an entity indirectly controlled by him through a trust, constitutes a related party transaction.
• Shares are also held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of his family.

Stakeholder Impact

• Shareholders: Minimal direct impact on public shareholders as the shares were transferred between entities controlled by the insider, not sold into the market. The overall beneficial ownership of a key executive remains substantial.
• Employees, Customers, Suppliers, Creditors: No direct impact indicated by this filing.

Key Dates

Recommendation

Keywords

SEMrush Holdings, SEMR, Form 4, insider transaction, beneficial ownership, gift of shares, Oleg Shchegolev, Chief Technology Officer, stock transfer, estate planning