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

SEMrush Holdings, Inc. CTO and 10% owner Oleg Shchegolev reported the withholding of 10,439 Class A Common Stock shares to cover tax obligations related to RSU vesting on December 1, 2025.

Summary

• Oleg Shchegolev, Chief Technology Officer, Director, and 10% Owner of SEMrush Holdings, Inc. (SEMR), reported a transaction on December 1, 2025.
• 10,439 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations.
• This withholding was in connection with the net issuance of shares delivered to Mr. Shchegolev from the vesting of restricted stock units (RSUs).
• The shares withheld were valued at $11.83 each, based on the closing price of the company's Class A Common Stock on December 1, 2025.
• Following this transaction, Mr. Shchegolev directly beneficially owns 7,309,565 shares of Class A Common Stock, a portion of which represents RSUs.
• Indirect beneficial ownership includes 3,138,040 shares held by Shchegolev Holdings, LLC, and 26,739,320 shares held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020.

Sentiment

Score: 6

Explanation: This is a neutral, routine insider transaction report. The vesting of RSUs is a positive for the executive, but the withholding for tax is a standard administrative process. It does not indicate significant positive or negative news for the company's operational performance.

Positives

• The vesting of Restricted Stock Units (RSUs) for a key executive (CTO) indicates continued alignment of interests with the company's performance and ongoing executive retention.

Negatives

• NA

Risks

• NA

Future Outlook

NA

Industry Context

NA

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership is held through Shchegolev Holdings, LLC, and The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, which are entities related to the reporting person. The reporting person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders: Provides transparency regarding a key executive's equity holdings and routine compensation events. No direct impact on company operations or financial performance.
• Management: Reflects a routine compensation event for the Chief Technology Officer, aligning executive incentives with company performance.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving the vesting of restricted stock units and the withholding of shares for tax purposes. 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. The transaction is administrative and expected for an executive with equity compensation. Therefore, a 'hold' recommendation is appropriate, maintaining existing positions based on broader company fundamentals rather than this specific filing.

Keywords

SEMrush, SEMR, Oleg Shchegolev, Form 4, insider transaction, RSU vesting, stock withholding, beneficial ownership, CTO, Director, 10% owner