Semrush Hldgs Inc SEC Filings

SEMrush Holdings, Inc. officer reports tax-related share withholding

A SEMrush Holdings, Inc. officer who serves as President reported a routine equity transaction involving the company’s Class A common stock. On December 1, 2025, 6,264 shares of Class A common stock were withheld by the company to cover tax withholding obligations arising from the vesting and net issuance of restricted stock units (RSUs). The withholding price used was $11.83 per share, based on the closing price that day.

Following this tax withholding event, the reporting person beneficially owns 770,779 shares of Class A common stock, a portion of which consists of RSUs, with each RSU representing the right to receive one share upon vesting.

SEMrush Holdings, Inc. reported an insider equity transaction by its Chief Financial Officer on a Form 4. On December 1, 2025, 8,979 shares of Class A Common Stock were withheld by the company at a price of $11.83 per share to cover tax withholding obligations tied to the vesting of restricted stock units (RSUs). This is a non-market transaction where the company retains shares instead of the executive selling them to pay taxes.

After this withholding, the CFO beneficially owns 881,268 shares of Class A Common Stock. A portion of this total consists of RSUs, each representing a right to receive one share of Class A Common Stock upon vesting. The filing describes a routine equity compensation and tax withholding event rather than an open-market purchase or sale.

SEMrush Holdings, Inc. reported an insider equity transaction by its Chief Marketing Officer. On December 1, 2025, 5,220 shares of Class A common stock were withheld by the company to cover tax obligations tied to the vesting of restricted stock units (RSUs), based on a share price of $11.83. After this tax withholding event, the officer beneficially owned 352,614 shares of Class A common stock in total.

A portion of the remaining holdings consists of RSUs, each representing the right to receive one share of Class A common stock upon vesting. This filing reflects a routine tax-related adjustment rather than an open-market purchase or sale.

SEMrush Holdings, Inc. reported a routine insider equity transaction by its Chief Legal Officer on a Form 4. On December 1, 2025, 3,592 shares of Class A common stock were withheld by the company to cover tax obligations related to the vesting and net issuance of restricted stock units. The withholding price was $11.83 per share, based on the closing price of the Class A common stock on that date. After this tax withholding, the reporting person beneficially owned 251,336 shares, a portion of which are in the form of RSUs that each convert into one share of Class A common stock upon vesting.

Semrush Holdings, Inc. entered into a new executive employment agreement with Eugene Levin on November 21, 2025. The agreement formalizes his role and primarily adds defined severance protections rather than new ongoing compensation.

Mr. Levin will continue to receive an annual base salary of $395,000, reflecting his 2025 adjustment, and remains eligible for a target bonus equal to 100% of his base salary under the senior executive incentive bonus plan, based on company and individual performance. If he is terminated without cause or resigns for good reason, he is entitled to six months of base salary and up to six months of the employer portion of COBRA premiums, subject to signing a release.

If such a termination occurs from three months before to 12 months after a change of control, he instead receives a lump sum of 12 months of base salary plus 100% of his annual target bonus, up to 12 months of COBRA premium payments, and full acceleration of time-based equity awards. Equity awards that are not assumed, continued or substituted in a change of control will also fully vest if he is employed at that time or was recently terminated without cause or for good reason. Mr. Levin previously did not have a written employment agreement.

Semrush Holdings, Inc. has agreed to be acquired by Adobe Inc. in an all‑cash merger. Under the Agreement and Plan of Merger signed on November 18, 2025, each outstanding share of Semrush Class A and Class B common stock will be converted at closing into the right to receive $12.00 in cash, with Semrush becoming a wholly owned subsidiary of Adobe.

Employee equity will be either cashed out or converted into Adobe equity: in‑the‑money vested options and certain options and RSUs held by specified individuals are paid in cash based on the $12.00 price, while most unvested options, RSUs, PSUs and restricted stock are converted into Adobe restricted stock or RSU awards at equivalent value using an Adobe trading price formula. The deal requires stockholder approval, regulatory clearances and other customary conditions, and includes a $63,000,000 cash termination fee payable to Adobe in certain circumstances. Support stockholders holding approximately 75% of Semrush’s voting power have agreed to vote in favor of the merger, subject to the terms of their voting agreements.

Semrush Holdings, Inc. reported third-quarter results highlighting growth and investment. Revenue reached $112.1 million, up from $97.4 million a year ago, as its SaaS platform continued to add and retain customers. Gross profit was $89.9 million, while higher operating expenses drove a loss from operations of $4.5 million and a net loss of $2.4 million. For the year-to-date, revenue was $326.0 million with a net loss of $8.5 million.

Liquidity remained strong. Cash, cash equivalents and short‑term investments totaled $275.7 million at quarter end. Deferred revenue (primarily prepaid subscriptions) stood at $83.6 million, reflecting future performance obligations. Year-to-date operating cash flow was $44.7 million, aided by growth in billings and disciplined working capital.

The balance sheet showed $450.4 million in total assets and $298.5 million in total equity including noncontrolling interests. As of October 31, 2025, 128,163,859 Class A and 21,019,818 Class B shares were outstanding.

SEMrush Holdings (SEMR) insider filing: The Chief Legal Officer reported a Form 4 transaction reflecting tax withholding tied to RSU vesting. On 11/01/2025, the company withheld 2,537 shares of Class A Common Stock to satisfy taxes from the RSUs’ net share delivery (transaction code F), calculated using the $7.26 closing price on 10/31/2025.

Following this administrative transaction, the reporting person beneficially owns 254,928 shares, held directly. A portion of the holdings consists of RSUs, each representing the right to receive one share upon vesting.