Form 4: SEMrush CTO's Routine Stock Sale for Tax Obligations

SEMrush Holdings CTO Oleg Shchegolev reported a disposition of 9,255 Class A Common Stock shares to cover tax obligations from RSU vesting.

Summary

• Oleg Shchegolev, Chief Technology Officer, Director, and 10% Owner of SEMrush Holdings, Inc., reported a transaction involving Class A Common Stock.
• On October 1, 2025, 9,255 shares of Class A Common Stock were disposed of at a price of $7.15 per share.
• These shares were withheld by SEMrush Holdings, Inc. to satisfy tax withholding obligations in connection with the net issuance of shares from the vesting of restricted stock units (RSUs).
• Following this transaction, Oleg Shchegolev directly beneficially owns 7,320,004 shares of Class A Common Stock, which includes a portion representing RSUs.
• He also 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: 5

Explanation: The transaction is a routine, non-discretionary disposition of shares to cover tax obligations arising from the vesting of restricted stock units (RSUs). This is a common event for executives receiving equity compensation and does not indicate a change in sentiment towards the company or its future prospects.

Positives

• Vesting of restricted stock units (RSUs) indicates the realization of equity compensation for the reporting person.

Negatives

• No direct negatives identified from this routine tax-related disposition.

Risks

• NA

Future Outlook

NA

Management Comments

• NA

Industry Context

This routine insider transaction, a tax-related disposition following RSU vesting, does not directly reflect broader industry trends but is a common occurrence for executives receiving equity compensation across various industries.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

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

Stakeholder Impact

• Shareholders: The transaction represents a minor, routine disposition of shares for tax purposes, which has a negligible impact on the overall share structure or value.
• Employees: No direct impact on general employees.

Next Steps

• NA

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary disposition of shares by a key insider to cover tax obligations upon the vesting of restricted stock units. Such transactions are common and do not typically signal a change in the insider's view of the company's prospects or fundamental value. Therefore, it provides no new information that would warrant a change in investment recommendation.

Keywords

SEMrush, SEMR, Oleg Shchegolev, Form 4, insider transaction, stock disposition, RSU vesting, CTO, Director, 10% Owner, tax withholding