Shchegolev Oleg - 28 Apr 2026 Form 4 Insider Report for SEMrush Holdings, Inc. (SEMR)

Reporting relationship: Chief Technology Officer, Director, 10%+ Owner
Issuer ticker: SEMR
Reported as of: 28 Apr 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 28 Apr 2026, 20:44:25 UTC
Prior SEC filing: 03 Apr 2026
Source filing: View source filing
Reporting owner signature: /s/ David Mason, attorney-in-fact

Key filing fact

Shchegolev Oleg filed Form 4 for SEMrush Holdings, Inc. (SEMR) on 28 Apr 2026.

Key facts

This page summarizes Shchegolev Oleg's Form 4 filing for SEMrush Holdings, Inc. (SEMR).
7 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 28 Apr 2026, 20:44.

Change

Previous filing in this sequence was filed on 03 Apr 2026.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001849417 Primary reporting owner

Shchegolev Oleg

Relationship: Chief Technology Officer, Director, 10%+ Owner
Address: C/O SEMRUSH HOLDINGS, INC., 800 BOYLSTON STREET, SUITE 2475, BOSTON
Signature: /s/ David Mason, attorney-in-fact
Signature date: 28 Apr 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SEMR transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -7,167,655
Change %: -100%
Price: $12.00^*
Shares after: 0
Date: 28 Apr 2026
Ownership: Direct
Footnotes: F1, F2, F3, F4

SEMR transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -26,739,320
Change %: -100%
Price: $12.00^*
Shares after: 0
Date: 28 Apr 2026
Ownership: The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020
Footnotes: F2, F3, F7

SEMR transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -3,282,040
Change %: -100%
Price: $12.00^*
Shares after: 0
Date: 28 Apr 2026
Ownership: Shchegolev Holdings, LLC
Footnotes: F2, F3, F8

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SEMR transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -238,853
Change %: -100%
Price
Shares after: 0
Date: 28 Apr 2026
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 238,853
Exercise price: $11.96
Footnotes: F5

SEMR transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -477,707
Change %: -100%
Price
Shares after: 0
Date: 28 Apr 2026
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 477,707
Exercise price: $7.93
Footnotes: F5

SEMR transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value
Shares: -2,000,000
Change %: -100%
Price: $12.00^*
Shares after: 0
Date: 28 Apr 2026
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 2,000,000
Exercise price
Footnotes: F2, F3, F6

SEMR transaction Derivative

Class B Common Stock

Disposed to Issuer

Transaction value
Shares: -10,082,415
Change %: -100%
Price: $12.00^*
Shares after: 0
Date: 28 Apr 2026
Ownership: The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020
Underlying class: Class A Common Stock
Underlying amount: 10,082,415
Exercise price
Footnotes: F2, F3, F6, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Shchegolev Oleg is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote F1

A portion of these shares represent restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's common stock ("Common Stock") upon vesting.

Footnote F2

On April 28, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 18, 2025, by and among Semrush Holdings, Inc., a Delaware corporation (the "Issuer"), Adobe Inc., a Delaware corporation ("Parent"), and Fenway Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

Footnote F3

At the effective time of the Merger (the "Effective Time"), each share of Common Stock held by the reporting person was converted into the right to receive $12.00 in cash (the "Merger Consideration").

Footnote F4

At the Effective Time, each RSU award that was subject solely to service-based vesting requirements ("RSU Award") held by a non-employee director, contractors or other certain service providers (each, a "Specified Individual") was cancelled and cashed out for a payment equal to the Merger Consideration in respect of each underlying share and each other RSU award was converted into a restricted stock unit award relating to Parent common stock (an "Adobe RSU Award") in respect of a number of shares of Parent common stock obtained by multiplying the number of shares of Common Stock underlying the RSU Award by the quotient of (a) the Merger Consideration divided by (b) the closing price per share of Adobe common stock over the 30 consecutive calendar days ending on (and including) the second to last calendar day preceding the closing date (the "Adobe Trading Price").

Footnote F5

At the Effective Time, each option to purchase shares of Common Stock ("Option") that is vested or is held by a Specified Individual was cancelled and cashed out for a payment equal to the excess of the Merger Consideration over the exercise price of such Option in respect of each underlying share and each unvested Option that is not held by a Specified Individual was converted into an Adobe RSU Award in respect of a number of shares of Parent common stock obtained by dividing the spread value of the Option by the Adobe Trading Price. Options with an exercise price equal to or greater than the Merger Consideration were cancelled for no consideration.

Footnote F6

The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis, and will mandatorily convert into Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.

Footnote F7

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.

Footnote F8

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.