Melnikov Dmitry 4
4 · SEMrush Holdings, Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
SEMrush (SEMR) 10% Owner Dmitry Melnikov Buys 66,667 Shares
What Happened
Dmitry Melnikov, a reported 10% owner of SEMrush Holdings (SEMR), acquired 66,667 shares on February 10, 2026. The Form 4 reports the acquisition as a purchase (code P) at $0.00 per share because the shares were returned to him in-kind from an exchange-traded fund; the filing notes those shares had an aggregate value of approximately $789,337 based on the Feb 10 closing price. Part of the shares are restricted stock units (RSUs) that convert to common stock upon vesting.
Key Details
- Transaction date: 2026-02-10; Form 4 filed: 2026-02-12 (timely filing).
- Reported transaction code: P (purchase); reported price: $0.00 per share due to an in-kind exchange.
- Shares acquired: 66,667; reported approximate value: $789,337 (based on Feb 10 close).
- Shares owned after transaction: not specified in this filing.
- Notable footnotes:
- F1: Melnikov previously contributed these shares to a Goldman Sachs-managed ETF and elected to exchange Fund shares back for the original SEMrush shares on Feb 10.
- F2: A portion of the shares represent RSUs.
- F3–F6: Several related trusts (family GRATs, dynasty trust, LLC) hold other SEMrush shares; Melnikov disclaims Section 16 beneficial ownership of those trust-owned shares except to the extent of any pecuniary interest.
Context
This was an in-kind exchange of ETF holdings back into SEMrush shares rather than an open-market cash purchase; filings that report $0.00 often reflect transfers or exchanges rather than a paid market transaction. As a reported 10% owner and user of family trusts, some holdings are held through estate vehicles and Melnikov disclaims direct beneficial ownership of those trust assets. Such transfers are typically administrative and do not necessarily reflect a change in market sentiment.
Insider Transaction Report
- Purchase
Class A Common Stock
[F1][F2]2026-02-10+66,667→ 1,946,479 total
- 8,998,437(indirect: By Trust)
Class A Common Stock
[F3] - 5,924,595(indirect: By LLC)
Class A Common Stock
[F4] - 734,437(indirect: By Trust)
Class A Common Stock
[F5] - 1,343,131(indirect: By Trust)
Class A Common Stock
[F6]
Footnotes (6)
- [F1]The Reporting Person previously contributed 66,667 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 $789,337.3) which were transferred back to the Reporting Person.
- [F2]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.
- [F3]These shares are owned by The Melnikov Family GRAT Remainder Trust, 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, 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.
- [F4]These shares are owned by Min Choron LLC, which is wholly owned by The Melnikov Family Dynasty Trust, a trust for the benefit of certain members of the Reporting Person's family and of which IQ EQ Trust Company, US, LLC is the trustee. The Reporting Person's spouse is the trust advisor. The trust advisor directs the trustee as to how to vote and/or dispose of the assets in trust. 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 Dmitry Melnikov Grantor Retained Annuity Trust - Four, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are 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.
- [F6]These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Five, a grantor retained annuity trust for the benefit of the Reporting Person, and the ultimate beneficiaries of which are 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.