Welcome to our dedicated page for Semrush Hldgs SEC filings (Ticker: SEMR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Semrush Holdings, Inc. (NYSE: SEMR) files a range of documents with the U.S. Securities and Exchange Commission (SEC) that provide detailed information about its operations, governance, and corporate actions. As a public company listed on the New York Stock Exchange, Semrush discloses material events through Form 8-K filings, periodic financial information through annual and quarterly reports, and other documents required under U.S. securities laws.
Recent Form 8-K filings illustrate the types of information investors can find in this archive. A November 5, 2025 Form 8-K reports the release of financial results for the quarter ended September 30, 2025 and furnishes the related earnings press release. An August 4, 2025 Form 8-K discloses quarterly results for the period ended June 30, 2025 and describes authorization of a share repurchase program for up to a specified amount of Class A common stock, including details on how repurchases may be executed and the absence of a time limit.
Another Form 8-K filed on November 19, 2025 describes an Agreement and Plan of Merger among Semrush, Adobe Inc., and a wholly owned Adobe subsidiary. That filing explains that, subject to the terms and conditions in the Merger Agreement, the subsidiary will merge with and into Semrush, with Semrush surviving as a wholly owned subsidiary of Adobe, and that each share of Semrush common stock will be converted into the right to receive a specified cash consideration. The same document outlines closing conditions, termination rights, and the existence of voting and support agreements with certain stockholders.
Additional filings cover governance and executive matters. For example, an August 4, 2025 Form 8-K/A supplements earlier disclosure about a new board member’s committee assignments, while a November 21, 2025 Form 8-K discusses an executive employment agreement that includes severance and change-of-control provisions. These documents provide insight into Semrush’s leadership structure, compensation arrangements, and board oversight.
On this SEC filings page, users can access Semrush’s Forms 8-K and 8-K/A and, via the SEC’s EDGAR system, its 10-K annual reports, 10-Q quarterly reports, and other filings. Stock Titan enhances this information with AI-powered summaries that highlight key elements of lengthy documents, such as transaction terms, share repurchase authorizations, or changes in governance. For investors tracking material events, merger progress, capital allocation decisions, and executive agreements related to SEMR, this page offers a centralized view of Semrush’s regulatory disclosures, updated as new filings are made available on EDGAR.
SEMrush Holdings director and CTO Oleg Shchegolev, a more than 10% owner, reported an indirect acquisition of 144,000 shares of Class A common stock on February 10, 2026 through Shchegolev Holdings, LLC. The shares were valued at
According to the disclosure, Shchegolev Holdings, LLC exchanged its shares in an exchange-traded fund for the same number of SEMrush shares it had previously contributed to the fund, returning those shares to the LLC. Following this, Shchegolev Holdings, LLC held 3,282,040 shares indirectly for the reporting person.
Separately, the filing shows 7,374,188 shares held directly in Shchegolev’s name, a portion of which are restricted stock units that each convert into one Class A share upon vesting. Another 26,739,320 shares are held indirectly via The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020 for family beneficiaries, with the reporting person disclaiming beneficial ownership beyond any pecuniary interest.
Semrush Holdings, Inc. held a special stockholder meeting on February 3, 2026 to vote on its planned merger with Adobe Inc.. Stockholders owning about 89.5% of the voting power were present, satisfying quorum requirements.
Stockholders voted to adopt the November 18, 2025 Merger Agreement under which a wholly owned Adobe subsidiary will merge into Semrush, leaving Semrush as a wholly owned Adobe subsidiary. The Merger Agreement Proposal received 304,825,418 votes for, 29,533 against and 70,415 abstentions. They also approved, on a non-binding advisory basis, merger-related compensation for Semrush’s named executive officers, with 304,593,379 votes for, 266,042 against and 65,945 abstentions. Because Proposal 1 passed, no vote on adjournment was needed.
Semrush Holdings, Inc. filed an 8-K describing shareholder litigation over its proposed merger with Adobe Inc. and providing supplemental details to its definitive proxy statement. Three individual lawsuits in New York and Massachusetts allege that the original proxy omitted material information and seek, among other remedies, to block completion of the merger. Semrush states it believes these claims are without merit but is voluntarily expanding its disclosures to reduce litigation risk. New details cover the board’s formation of a Transaction Committee, outreach to potential alternative buyers under one-year standstill agreements, Adobe’s October 13, 2025 cash indication of interest at $12.00 per share versus the $7.10 Class A closing price that day, and additional valuation comparables from Centerview’s public-company and precedent-transaction analyses. The filing also reiterates extensive forward-looking statement cautions and directs stockholders to the February 3, 2026 special meeting to vote on the merger.
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.