Shchegolev Oleg - 09 Mar 2026 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Role
Chief Technology Officer, Director, 10%+ Owner
Signature
/s/ David Mason, as attorney-in-fact
Issuer symbol
SEMR
Transactions as of
09 Mar 2026
Net transactions value
-$2,386,000
Form type
4
Filing time
10 Mar 2026, 19:25:08 UTC
Previous filing
12 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Shchegolev Oleg Chief Technology Officer, Director, 10%+ Owner C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475, BOSTON /s/ David Mason, as attorney-in-fact 10 Mar 2026 0001849417

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEMR Class A Common Stock Sale $2,386,000 -200,000 -2.7% $11.93 7,174,188 09 Mar 2026 Direct F1, F2
holding SEMR Class A Common Stock 26,739,320 09 Mar 2026 The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 F3
holding SEMR Class A Common Stock 3,282,040 09 Mar 2026 Shchegolev Holdings, LLC F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $11.93 to $11.94, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.
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 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.
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.

Remarks:

The transaction reported may be deemed to be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended. As noted in the Form 4 filed by the Reporting Person on February 12, 2026, 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 Issuer's Class A Common Stock as of market close on February 10, 2026 ($11.84), such Issuer shares had a value of $1,704,960) which were transferred back to Shchegolev Holdings, LLC. Because the sale price for the transaction in this Form 4 exceeds the closing price of the Issuer's Class A Common Stock on the date the aforementioned shares were transferred back to Shchegolev Holdings, LLC, the Reporting Person has agreed to voluntarily disgorge to Issuer any profit, as determined for purposes of Section 16(b), from these transactions.