Form 4: SEMrush CTO Reclaims 144,000 Shares from ETF

SEMrush Holdings CTO Oleg Shchegolev exchanged fund shares to reclaim 144,000 Class A Common Stock shares previously contributed to an exchange-traded fund.

Summary

• Oleg Shchegolev, Chief Technology Officer, Director, and 10% Owner of SEMrush Holdings, Inc. (SEMR), reported a transaction on February 10, 2026.
• The transaction involved the acquisition of 144,000 shares of Class A Common Stock by Shchegolev Holdings, LLC.
• These shares were reclaimed from an exchange-traded fund (ETF) after Shchegolev Holdings, LLC had previously contributed them to the fund.
• The value of the reclaimed 144,000 shares was $1,704,960, based on the closing price of the common stock as of market close on February 10, 2026.
• Following this transaction, Mr. Shchegolev's beneficial ownership includes 3,282,040 shares indirectly through Shchegolev Holdings, LLC, 7,374,188 shares held directly (a portion of which are restricted stock units), and 26,739,320 shares indirectly through The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as a key insider is increasing their beneficial ownership of company stock, which can indicate confidence in the company's long-term value.

Positives

• Oleg Shchegolev, a key insider holding multiple significant roles (CTO, Director, 10% Owner), increased his indirect beneficial ownership of SEMrush Class A Common Stock by 144,000 shares.
• The transaction represents a return of shares previously contributed to an ETF, which could indicate a strategic decision to consolidate direct control over these specific shares.

Future Outlook

N/A

Industry Context

StockSavvy.ai notes that insider transactions, especially by high-ranking executives and significant shareholders like a CTO and 10% owner, are often closely watched by investors as they can signal management's confidence in the company's future prospects. This particular transaction, involving the reclamation of shares from an ETF, suggests a strategic decision to consolidate direct ownership rather than a typical open market purchase or sale.

Comparison to Industry Standards

• StockSavvy.ai observes that insider share acquisitions, even through an exchange mechanism as seen here, are generally viewed more favorably than sales, as they align management's interests more closely with shareholders. For example, similar moves by executives at tech companies like Adobe or Salesforce to consolidate their holdings have often been interpreted as a vote of confidence.

Related Party Transactions

• The transaction involves Shchegolev Holdings, LLC, which is owned by The Oleg Shchegolev Irrevocable GST Trust of 2020. The reporting person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein.
• Additional shares are held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain family members, with similar disclaimers regarding Section 16 beneficial ownership.

Stakeholder Impact

• Shareholders: May view the increased beneficial ownership by a key insider as a positive sign of confidence in the company's future prospects.

Key Dates

Recommendation

This Form 4 reports a specific insider transaction where a key executive reclaimed shares from an ETF. While it increases the insider's beneficial ownership, it's not a direct market purchase indicating new capital deployment. It's a neutral to slightly positive event that doesn't fundamentally alter the investment thesis for SEMrush, thus a 'hold' recommendation is appropriate for existing investors, while new investors should consider broader company fundamentals.

Keywords

SEMrush, SEMR, Oleg Shchegolev, Insider Transaction, Form 4, Beneficial Ownership, CTO, Director, 10% Owner, Stock Acquisition