Melnikov Dmitry 4

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.