Semrush Hldgs Inc SEC Filings

Andrew Warden reported sales of Common stock under Form 144. The filing lists two dispositions: 196,116 shares sold on 12/08/2025 for $2,322,907.78, and 26,765 shares sold on 12/15/2025 for $317,432.90. The transactions were reported in connection with restricted stock holdings.

Semrush Holdings, Inc. filed its Annual Report outlining 2025 results and a pending cash acquisition by Adobe. Under a signed merger agreement, each Class A and Class B share is expected to be converted into $12.00 in cash, after which Semrush would become a wholly owned Adobe subsidiary and be delisted from the NYSE.

Operationally, Semrush positions itself as a leading online visibility SaaS platform, expanding into AI and generative engine optimization. Annual recurring revenue rose to $471.4 million as of December 31, 2025, from $411.6 million a year earlier, while revenue grew to $443.6 million, up 18% year over year.

The company reported a 2025 net loss of $19.5 million after posting net income in 2023 and 2024, reflecting continued investment in growth and merger-related costs. The report highlights competitive pressures, rapid AI-driven changes in search, and specific risks tied to completing the Adobe transaction, including regulatory approvals, contractual restrictions, and ongoing stockholder litigation challenging merger disclosures.

Semrush Holdings, Inc. reported strong growth for the fourth quarter and full year 2025 while preparing to be acquired by Adobe. Fourth quarter revenue was $117.7 million, up 15% year-over-year, and full year revenue reached $443.6 million, up 18%.

Annual recurring revenue was $471.4 million as of December 31, 2025, up 15%, with AI products at $38 million and the Enterprise platform at $37 million in ARR. Non-GAAP income from operations was $15.0 million in Q4 and $53.3 million for 2025, for non-GAAP operating margins of 12.8% and 12%.

GAAP results showed a 2025 net loss attributable to Semrush of $18.96 million, but cash flow from operations was solid at $59.6 million for the year. The acquisition by Adobe, announced in November 2025, is expected to close in the first half of 2026, and Semrush will not hold future earnings calls or give 2026 guidance due to the pending transaction.

SEMrush Holdings director and 10% owner Dmitry Melnikov acquired 66,667 shares of Class A Common Stock on February 10, 2026. The filing describes this as an exchange transaction, where he received back the same number of issuer shares previously contributed to an exchange-traded fund, with a stated value of $789,337.3 based on that day’s closing price.

After this transaction, Melnikov directly beneficially owned 1,946,479 Class A shares. The filing also lists additional Class A shares held indirectly through several family trusts and an LLC, for which he includes standard disclaimers of beneficial ownership except to the extent of any pecuniary interest.

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 $1,704,960 based on that day’s closing price.

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.