Semrush Hldgs Inc SEC Filings

SEMrush Holdings, Inc. director and 10% owner Dmitry Melnikov reported a sale of 1,399 shares of Class A Common Stock on January 7, 2026 at $11.90 per share. According to the disclosure, this sale was made to cover tax withholding obligations arising from the vesting of restricted stock units on January 1, 2026 and was not a discretionary trade.

Following this transaction, Melnikov directly holds 1,879,812 shares of Class A Common Stock. Additional Class A shares are held indirectly through family-related entities, including 8,998,437 shares owned by The Melnikov Family GRAT Remainder Trust, 5,924,595 shares owned by Min Choron LLC, 734,437 shares held by The Dmitry Melnikov Grantor Retained Annuity Trust - Four, and 1,343,131 shares held by The Dmitry Melnikov Grantor Retained Annuity Trust - Five. The filing states that Melnikov disclaims beneficial ownership of these indirect holdings except to the extent of any pecuniary interest.

SEMrush Holdings, Inc. reported an insider transaction by a reporting person who is both a director and the chief executive officer. On 12/26/2025, the insider had 224,220 shares of Class A common stock withheld by the company, coded as transaction type "F," at a price of $11.86 per share. This withholding was to cover the insider’s tax obligations tied to a Section 83(b) election on a restricted stock award granted under the 2021 Stock Option and Incentive Plan.

After this tax withholding event, the insider beneficially owned 1,630,097 shares of Class A common stock, some of which are restricted stock and restricted stock units. Each restricted share or unit represents the right to receive one share of Class A common stock upon vesting.

Semrush Holdings, Inc. plans to be acquired by Adobe Inc. in an all-cash merger. Adobe will acquire Semrush via a merger of its wholly owned subsidiary Fenway Merger Sub into Semrush, which will become a wholly owned Adobe subsidiary and cease to be publicly traded.

Semrush stockholders will receive $12.00 in cash per share for each share of Class A or Class B common stock they own, a price the company notes represents a 77.5% premium to the Class A closing price on November 18, 2025. The Semrush board unanimously determined the deal is fair and in stockholders’ best interests, received a fairness opinion from Centerview Partners LLC, and recommends voting “FOR” the merger and related proposals.

A virtual special meeting will be held on February 3, 2026, with a record date of December 26, 2025. Support stockholders holding about 75% of voting power have agreed to vote for the merger. Closing is targeted for the first half of 2026, subject to stockholder approval, antitrust and other regulatory clearances, and customary conditions. Stockholders have appraisal rights and, for U.S. holders, the cash consideration is generally taxable.

Semrush Holdings, Inc. is asking stockholders to approve its all‑cash sale to Adobe Inc. Under the proposed Merger Agreement, Adobe’s wholly owned subsidiary will merge into Semrush, and each share of Semrush Class A or Class B common stock (other than specified excluded shares) will be converted into the right to receive $12.00 in cash per share, without interest. The board unanimously determined the deal is fair and in stockholders’ best interests, and recommends voting “FOR” the Merger and related proposals.

A special virtual meeting will be held in 2026 to vote on (1) adopting the Merger Agreement, (2) an advisory vote on Merger‑related executive compensation, and (3) a possible adjournment to solicit more proxies. The Merger requires approval by holders of a majority of the voting power of outstanding Semrush common stock, with Class A shares carrying one vote and Class B shares ten votes each. Support Stockholders holding about 75% of the voting power have agreed to vote in favor. The $12.00 cash price represents a 77.5% premium to the November 18, 2025 closing price, and closing is currently expected in the first half of 2026, subject to regulatory and other customary conditions. A $63 million termination fee may be payable by Semrush in certain circumstances.

A director and 10% owner of SEMrush Holdings, Inc. reported internal transfers of Class A Common Stock involving family trusts. On December 15, 2025, 314,778 shares were distributed from The Dmitry Melnikov Grantor Retained Annuity Trust - Three to The Melnikov Family GRAT Remainder Trust at a stated price of $0, indicating a trust distribution rather than an open-market trade.

The filing also notes that 599,255 shares were transferred from GRAT Three to the reporting person on the same date as an annuity payment exempt under Rule 16a-13. After these movements, various entities, including Min Choron LLC and additional grantor retained annuity trusts, hold SEMrush Class A shares for the benefit of the reporting person’s family, while the reporting person disclaims beneficial ownership of many indirect holdings beyond any pecuniary interest.

SEMrush Holdings' chief financial officer reported several equity transactions in Class A Common Stock. On December 15, 2025, the officer received 337,268 restricted stock units ("RSUs") under the 2021 Stock Option and Incentive Plan at $0 per share. Each RSU represents the right to receive one share of Class A Common Stock upon vesting, which occurs over three years, with one-third vesting on December 15, 2026 and the remainder vesting in equal quarterly installments over the following 24 months.

Also on December 15, 98,941 Class A shares were withheld by the company at $11.86 per share to satisfy tax withholding obligations tied to RSU vesting. On December 16, 2025, the officer sold 100,078 Class A shares at a weighted average price of $11.86, in multiple transactions at prices ranging from $11.86 to $11.88. After these transactions, the officer beneficially owned 1,019,517 Class A shares, a portion of which represent RSUs.

SEMrush Holdings, Inc.'s Chief Marketing Officer reported new equity awards and related share withholding. On December 15, 2025, the reporting person acquired 168,634 restricted stock units (RSUs)$0 per share. Each RSU represents the right to receive one share of Class A Common Stock upon vesting, with one-third vesting on December 15, 2026 and the remainder vesting in equal quarterly installments over the following 24 months.

On the same date, 26,765 shares of Class A Common Stock were withheld by the company to satisfy tax withholding obligations arising from the net issuance of shares delivered upon RSU vesting, based on the closing share price of $11.86. After these transactions, the reporting person directly beneficially owns 382,952.89 shares of the company’s Class A Common Stock.

SEMrush Holdings, Inc. reported an insider equity award for its president. On December 15, 2025, the officer received 252,951 restricted stock units for Class A common stock under the 2021 Stock Option and Incentive Plan at a grant price of $0. Each unit represents one share of Class A common stock when it vests.

The RSUs vest over three years, with one-third vesting on December 15, 2026 and the remainder in equal quarterly installments over the following 24 months. On the same date, 38,769 Class A shares were withheld at $11.86 per share to cover tax obligations related to RSU vesting. After these transactions, the insider beneficially owns 984,961 Class A shares, including RSUs.

SEMrush Holdings, Inc. reported insider equity transactions by a director, chief technology officer and 10% owner. On December 15, 2025, the reporting person received a grant of 84,317 restricted stock units (RSUs) of Class A common stock at a grant price of $0. The RSUs vest over three years, with one-third vesting on December 15, 2026 and the remainder in equal quarterly installments over the following 24 months.

On the same date, 19,694 shares of Class A common stock were withheld at $11.86 per share to satisfy tax withholding obligations arising from RSU vesting, with the net shares delivered to the insider. After these transactions, the insider directly beneficially owns 7,374,188 shares of Class A common stock, and also has indirect holdings of 3,138,040 shares through Shchegolev Holdings, LLC and 26,739,320 shares through a 2020 family trust.