Shchegolev Oleg 4
4 · SEMrush Holdings, Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
SEMrush (SEMR) 10% Owner Oleg Shchegolev Acquires 144,000 Shares
What Happened
Oleg Shchegolev (reported as a 10% owner) acquired 144,000 shares of SEMrush (SEMR) on February 10, 2026. The Form 4 lists the transaction as a purchase (code P) at $0.00 per share because the shares were received in-kind by exchanging previously contributed ETF ("Fund") shares back into the originally contributed issuer shares. Per the filing, the reconstituted shares had a market value of $1,704,960 based on the Feb 10, 2026 closing price. This was not an open-market cash buy but an exchange under the Fund’s governing documents.
Key Details
- Transaction date: 2026-02-10; Form 4 filed: 2026-02-12 (timely filing).
- Reporting code: P (purchase); reported price $0.00 due to in-kind exchange.
- Shares acquired: 144,000; reported market value (per footnote): $1,704,960.
- Ownership/structure notes: Shares are owned by Shchegolev Holdings, LLC; the Oleg Shchegolev Irrevocable GST Trust of 2020 is the sole member of that LLC; trustee is IQ EQ Trust Company LLC. The Reporting Person disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest.
- Additional notes: A portion of these shares represent restricted stock units (RSUs) that convert to Class A common stock upon vesting. See filing footnotes F1–F4 for full details.
- Shares held after the transaction: not specified in the provided summary—see the full Form 4 for total beneficial ownership details.
Context
This was an in-kind exchange (conversion of Fund shares back into the originally contributed SEMR shares) rather than a cash purchase on the open market; such transactions typically reflect portfolio or account structure changes rather than a new cash investment signal. As a reported 10% owner rather than an executive trade, the filing includes common beneficial-ownership disclaimers; interpret accordingly.
Insider Transaction Report
- Purchase
Class A Common Stock
[F1][F2]2026-02-10+144,000→ 3,282,040 total(indirect: By LLC)
- 7,374,188
Class A Common Stock
[F3] - 26,739,320(indirect: By Trust)
Class A Common Stock
[F4]
Footnotes (4)
- [F1]Shchegolev Holdings, LLC previously contributed 144,000 shares of Issuer to an exchange traded fund (the "Fund") of which Goldman Sachs Asset Management, L.P. is the Investment Manager and Goldman Sachs EP Advisors LLC is the General Partner. In consideration of such contribution, the Reporting Person received shares of the Fund in an amount equal to the value of shares contributed ("Fund Shares"). On February 10, 2026, pursuant to the governing documents of the Fund, the Reporting Person elected to exchange the Fund Shares for the originally contributed Issuer shares, in the same amount as originally contributed (based on the closing price of the common stock as of market close on February 10, 2026, such Issuer shares had a value of $1,704,960) which were transferred back to Shchegolev Holdings, LLC.
- [F2]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.
- [F3]A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's Class A Common Stock upon vesting.
- [F4]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.