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4//SEC Filing

Shchegolev Oleg 4

Accession 0001628280-25-057754

CIK 0001831840other

Filed

Dec 16, 7:00 PM ET

Accepted

Dec 17, 6:40 PM ET

Size

9.8 KB

Accession

0001628280-25-057754

Insider Transaction Report

Form 4
Period: 2025-12-15
Shchegolev Oleg
DirectorChief Executive Officer10% Owner
Transactions
  • Award

    Class A Common Stock

    2025-12-15+84,3177,393,882 total
  • Tax Payment

    Class A Common Stock

    2025-12-15$11.86/sh19,694$233,5717,374,188 total
Holdings
  • Class A Common Stock

    (indirect: By LLC)
    3,138,040
  • Class A Common Stock

    (indirect: By Trust)
    26,739,320
Footnotes (5)
  • [F1]Consists of a grant of a restricted stock unit ("RSU") award under the Issuer's 2021 Stock Option and Incentive Plan. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting. The RSUs shall vest over a period of three years, with one-third vesting on December 15, 2026, and then in equal quarterly installments over the 24-month period thereafter.
  • [F2]A portion of these shares represent RSUs. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
  • [F3]Represents shares of Class A Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the net issuance of shares of Class A Common Stock delivered to the Reporting Person on December 15, 2025, from the vesting of RSUs. The number of shares withheld by the Company to satisfy tax withholding obligations (and the net issuance) is based on the closing price of the Company's Class A Common Stock on December 15, 2025.
  • [F4]These shares are owned by Shchegolev Holdings, LLC. The Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole Member of Shchegolev Holdings, LLC. IQ EQ Trust Company LLC is the trustee of 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, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
  • [F5]These shares are owned by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020, a trust for the benefit of certain members of the Reporting Person's family. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

Issuer

SEMrush Holdings, Inc.

CIK 0001831840

Entity typeother

Related Parties

1
  • filerCIK 0001849417

Filing Metadata

Form type
4
Filed
Dec 16, 7:00 PM ET
Accepted
Dec 17, 6:40 PM ET
Size
9.8 KB