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. filings document corporate-status, governance, capital-structure, and material-event disclosures for the former NYSE-listed issuer. Recent records include Form 25 disclosure for removal of the company’s Class A common stock from NYSE listing and Form 15 disclosure covering termination of registration or suspension of Exchange Act reporting duties.
Semrush regulatory filings also cover 8-K material events, shareholder voting matters, executive employment and compensation arrangements, material agreements, and disclosures involving its Class A and Class B common stock. These documents provide the formal record of the company’s public-company governance actions and transition away from exchange-listed reporting.
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) under the 2021 Stock Option and Incentive Plan at a stated price of $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.
SEMrush Holdings, Inc. reported insider equity activity by its chief executive officer and director in the company’s Class A common stock. On December 15, 2025, the executive received a grant of 927,487 restricted shares at no purchase price under the 2021 Stock Option and Incentive Plan, bringing his direct beneficial ownership to 2,008,007 shares immediately after the grant.
On the same date, 153,690 shares were withheld by the company at $11.86 per share to satisfy tax withholding related to vesting restricted stock units, leaving 1,854,317 directly held shares following the dispositions. The new restricted stock award will vest over three years, with one-third vesting on December 15, 2026 and the remainder vesting in equal quarterly installments over the next 24 months, subject to continuous service.
SEMrush Holdings' Chief Legal Officer David Mason reported equity awards and related share withholding transactions. On December 15, 2025 he received a grant of 143,338 restricted stock units under the 2021 Stock Option and Incentive Plan, each equal to one share of Class A common stock. 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. The filing also notes that 26,054 Class A shares were withheld at $11.86 per share to cover tax obligations upon RSU vesting, leaving him with 368,620 Class A shares beneficially owned directly.
A holder of SEMR common stock has filed a Rule 144 notice to sell up to 100078 restricted shares through Morgan Stanley Smith Barney LLC Executive Financial Services, with an approximate sale date of 12/16/2025 on the NYSE. The filing shows an aggregate market value of 1187155.26 for these shares, compared with 128163859 common shares outstanding. The securities were acquired as restricted stock from the issuer on 04/10/2024, and by signing the notice the seller represents that they do not know any material adverse information about the issuer that has not been publicly disclosed.