Form 4: SEMrush CTO Reports RSU Grant and Tax-Related Stock Sale

SEMrush Chief Technology Officer Oleg Shchegolev reported the acquisition of 84,317 restricted stock units and the disposition of 19,694 shares for tax withholding purposes on December 15, 2025.

Summary

• Oleg Shchegolev, SEMrush Holdings, Inc.'s Chief Technology Officer, Director, and 10% Owner, reported transactions involving Class A Common Stock.
• On December 15, 2025, Shchegolev acquired 84,317 shares of Class A Common Stock through a restricted stock unit (RSU) grant under the Issuer's 2021 Stock Option and Incentive Plan. These RSUs were granted at a price of $0.
• The RSUs will vest over three years, with one-third vesting on December 15, 2026, and the remainder in equal quarterly installments over the subsequent 24 months.
• Also on December 15, 2025, Shchegolev disposed of 19,694 shares of Class A Common Stock at a price of $11.86 per share. This disposition was to satisfy tax withholding obligations related to the net issuance of shares from RSU vesting.
• Following these transactions, Shchegolev directly beneficially owns 7,374,188 shares of Class A Common Stock.
• Additionally, 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.

Sentiment

Score: 7

Explanation: The filing reports a routine RSU grant, which is a positive sign of continued executive incentive and commitment. The associated tax-related sale is a standard, neutral event. Overall, it reflects normal course of business for executive compensation.

Positives

• Grant of 84,317 restricted stock units (RSUs) to the Chief Technology Officer, aligning management incentives with long-term shareholder value.
• The RSU grant indicates continued commitment and incentive for a key executive.

Negatives

• Disposition of 19,694 shares of Class A Common Stock for tax withholding purposes, which is a standard practice upon RSU vesting and not indicative of a negative outlook.

Future Outlook

The granted restricted stock units (RSUs) will vest over a three-year period, with one-third vesting on December 15, 2026, and the remaining portion vesting in equal quarterly installments over the subsequent 24 months. This provides a clear future vesting schedule for a significant portion of the CTO's equity compensation.

Industry Context

This Form 4 filing reports a routine insider transaction involving equity compensation and tax withholding, which is common across all publicly traded companies. It does not provide specific insights into broader industry trends or competitive landscape for the software or digital marketing analytics sector where SEMrush operates.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as a form of executive compensation is a standard practice in the technology industry, aligning executive incentives with long-term company performance. Companies like Adobe, Salesforce, and Microsoft frequently utilize RSUs for their key executives.
• The disposition of shares to cover tax withholding obligations upon RSU vesting is also a common and expected event for executives receiving equity compensation across all industries, including tech. This is a standard mechanism to manage tax liabilities associated with non-cash compensation.

Related Party Transactions

• Oleg Shchegolev indirectly owns 3,138,040 shares through Shchegolev Holdings, LLC, where The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole member.
• Oleg Shchegolev indirectly owns 26,739,320 shares through The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain family members.
• The reporting person disclaims Section 16 beneficial ownership of these indirectly held securities except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: The RSU grant aligns the Chief Technology Officer's interests with long-term shareholder value. The tax-related sale is a routine event with minimal impact.
• Management: The RSU grant serves as a key component of executive compensation and retention.

Next Steps

• One-third of the granted restricted stock units are scheduled to vest on December 15, 2026.
• The remaining restricted stock units will vest in equal quarterly installments over the 24-month period following December 15, 2026.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions involving an RSU grant and a corresponding tax-related share disposition. Such events are standard for executive compensation and do not typically indicate a material change in the company's fundamental outlook or operational performance. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

SEMrush, SEMR, Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Stock Compensation, Chief Technology Officer, Oleg Shchegolev, Beneficial Ownership, Tax Withholding