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, 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, Inc. filed a current report to disclose that it announced its financial results for the fiscal quarter ended September 30, 2025. The company reported these quarterly results on November 5, 2025 and furnished a related press release as an exhibit.
The press release is included as Exhibit 99.1 and is incorporated by reference for additional details on the quarter. The information is being furnished rather than filed, meaning it is not subject to certain liability provisions under securities laws unless specifically incorporated into other reports.
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.
SEMrush Holdings (SEMR) reported an insider equity award. A director filed a Form 4 disclosing two RSU grants on 10/28/2025: 32,981 RSUs and 17,962 RSUs, each at $0. Each RSU represents one share of Class A common stock upon vesting. One-third of the 32,981 RSUs vests on the earlier of October 28, 2026 or the next annual meeting, with the remainder vesting monthly over two years. The 17,962 RSUs vest in full on the earlier of June 9, 2026 or the next annual meeting. Following the reported transactions, the director beneficially owned 58,463 shares, held directly.
SEMrush Holdings (SEMR) filed a Form 4 for its Chief Financial Officer. On 10/10/2025, 4,080 shares of Class A Common Stock were withheld by the company to satisfy tax obligations tied to vested RSUs, at a price of $7.06 under code F. Following this transaction, the officer beneficially owns 890,247 shares, some of which are RSUs that deliver one Class A share upon vesting.
Eugenie Levin, President of SEMrush Holdings, Inc. (SEMR), reported transactions on 10/01/2025 related to vested restricted stock units (RSUs). The filing shows 3,902 shares of Class A Common Stock were disposed of at $7.15 per share to satisfy tax withholding obligations tied to the net issuance from RSU vesting. After the withholding and net issuance, the reporting person beneficially owned 777,043 shares of Class A Common Stock. The form clarifies that a portion of the reported holdings are RSUs, with each RSU representing a right to receive one share upon vesting.
Semrush Holdings insider Dmitry Melnikov reported a non-discretionary sale of 1,408 shares of Class A common stock on 10/01/2025 at a weighted average price of approximately $7.15 per share to satisfy tax withholding tied to RSU vesting. After the transaction Mr. Melnikov beneficially owned 1,281,956 shares directly and maintains substantial indirect holdings across family trusts and entities totaling 17,599,855 shares (sum of disclosed indirect amounts plus direct holdings as listed).
The filing clarifies the sale was solely to cover withholding obligations and not a discretionary trade. Multiple trusts and entities are listed as indirect owners, and the reporter disclaims Section 16 beneficial ownership for several of those trust-held positions except as to any pecuniary interest.
Oleg Shchegolev, Chief Technology Officer, Director and >10% owner of SEMrush Holdings, Inc. (SEMR), filed a Form 4 reporting a tax-related disposition on September 1, 2025. The filing states 10,440 shares of Class A common stock were withheld by the company to satisfy tax withholding obligations tied to RSU vesting, at an indicated price of $7.90 per share. After the withholding, the report shows 7,329,259 shares beneficially owned directly by the reporting person, plus 3,138,040 shares held indirectly by Shchegolev Holdings, LLC and 26,739,320 shares held indirectly by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020. The report was signed by an attorney-in-fact on September 2, 2025.
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