Form 4: SEMrush CTO Oleg Shchegolev Reports RSU Vesting Tax Withholding

SEMrush Holdings, Inc. Chief Technology Officer Oleg Shchegolev reported the withholding of 10,440 Class A Common Stock shares to cover tax obligations related to RSU vesting.

Summary

• Oleg Shchegolev, Chief Technology Officer, Director, and 10% Owner of SEMrush Holdings, Inc., reported a transaction on September 1, 2025.
• The transaction involved the disposition of 10,440 shares of Class A Common Stock at a price of $7.9 per share.
• These shares were withheld by SEMrush Holdings, Inc. to satisfy tax withholding obligations arising from the vesting of restricted stock units (RSUs) granted to Mr. Shchegolev.
• The share price for tax calculation was based on the closing price of SEMrush's Class A Common Stock on August 29, 2025.
• Following this transaction, Mr. Shchegolev directly beneficially owns 7,329,259 shares of Class A Common Stock, which includes a portion representing RSUs.
• Additionally, Mr. Shchegolev indirectly beneficially owns 3,138,040 shares through Shchegolev Holdings, LLC, and 26,739,320 shares through The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020.
• Mr. Shchegolev disclaims Section 16 beneficial ownership of the indirectly held securities except to the extent of his pecuniary interest.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction related to executive compensation (RSU vesting and tax withholding). It is neutral in its implications for the company's operational or financial performance.

Positives

• The RSU vesting indicates continued compensation and retention of a key executive.
• The transaction is a standard, non-discretionary event related to equity compensation.

Negatives

• The disposition of shares, even for tax purposes, slightly reduces the direct ownership stake.

Future Outlook

NA

Industry Context

This Form 4 filing reflects a routine equity compensation event for a key executive at a publicly traded software company. RSU vesting and subsequent tax withholding are common practices in the tech industry to compensate and retain talent, aligning executive interests with shareholder value.

Related Party Transactions

• The indirect beneficial ownership through Shchegolev Holdings, LLC and The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 represents holdings by entities related to the reporting person, with disclaimers of beneficial ownership except for pecuniary interest.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine executive compensation event. It confirms continued equity alignment for a key executive.
• Employees: No direct impact on general employees.
• Customers/Suppliers/Creditors: No direct impact.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary transaction related to executive equity compensation (RSU vesting and tax withholding). It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Investors should consider this a standard disclosure and maintain their current position based on broader company fundamentals and market conditions.

Keywords

SEMrush Holdings, SEMR, Oleg Shchegolev, CTO, Director, 10% Owner, Form 4, SEC filing, insider transaction, restricted stock units, RSU vesting, tax withholding, equity compensation, beneficial ownership