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. reported an insider equity transaction by its Chief Marketing Officer. On 12/08/2025, the officer exercised an employee stock option to acquire 84,585 shares of Class A common stock at an exercise price of $9.78 per share, then reported a sale of 196,115.11 shares at a weighted average price of $11.84 per share. After these transactions, the officer beneficially owned 241,083.89 shares of Class A common stock, which includes restricted stock units that each convert into one share upon vesting. The underlying stock option, originally granted on April 21, 2023, continues to cover additional shares and follows a multi‑year vesting schedule through 04/21/2033, tied to the officer’s continued employment.
Semrush Holdings reported that an insider has filed a Rule 144 notice to sell 196,116 shares of common stock. The planned sale, through Morgan Stanley Smith Barney LLC on the NYSE, has an aggregate market value of $2,322,907.78 based on the information provided. The issuer had 128,163,859 shares outstanding as of the filing data point. The shares to be sold were acquired through a stock option exercise on 12/08/2025 for 84,585 shares paid in cash and a restricted stock grant on 10/06/2022 for 111,531 shares. The person signing the notice represents that they are not aware of undisclosed material adverse information about the company.
SEMrush Holdings, Inc. Chief Technology Officer, director and 10% owner Oleg Shchegolev reported an automatic share withholding related to equity compensation. On December 1, 2025, the company withheld 10,439 shares of Class A common stock at $11.83 per share to cover tax obligations tied to the vesting and net issuance of restricted stock units (RSUs). After this transaction, he directly beneficially owned 7,309,565 Class A shares, a portion of which are RSUs that each convert into one share upon vesting.
In addition to his direct holdings, Shchegolev is reported as having indirect beneficial ownership of 3,138,040 shares held by Shchegolev Holdings, LLC and 26,739,320 shares held by The Oleg Shchegolev Irrevocable Non-Exempt Trust of 2020. The filing notes that these trust-related positions are for the benefit of family members and that Shchegolev disclaims beneficial ownership except to the extent of any pecuniary interest.
SEMrush Holdings, Inc. officer reports tax-related share withholding
A SEMrush Holdings, Inc. officer who serves as President reported a routine equity transaction involving the company’s Class A common stock. On December 1, 2025, 6,264 shares of Class A common stock were withheld by the company to cover tax withholding obligations arising from the vesting and net issuance of restricted stock units (RSUs). The withholding price used was $11.83 per share, based on the closing price that day.
Following this tax withholding event, the reporting person beneficially owns 770,779 shares of Class A common stock, a portion of which consists of RSUs, with each RSU representing the right to receive one share upon vesting.
SEMrush Holdings, Inc. reported an insider equity transaction by its Chief Financial Officer on a Form 4. On December 1, 2025, 8,979 shares of Class A Common Stock were withheld by the company at a price of $11.83 per share to cover tax withholding obligations tied to the vesting of restricted stock units (RSUs). This is a non-market transaction where the company retains shares instead of the executive selling them to pay taxes.
After this withholding, the CFO beneficially owns 881,268 shares of Class A Common Stock. A portion of this total consists of RSUs, each representing a right to receive one share of Class A Common Stock upon vesting. The filing describes a routine equity compensation and tax withholding event rather than an open-market purchase or sale.
SEMrush Holdings, Inc. reported an insider equity transaction by its Chief Marketing Officer. On December 1, 2025, 5,220 shares of Class A common stock were withheld by the company to cover tax obligations tied to the vesting of restricted stock units (RSUs), based on a share price of $11.83. After this tax withholding event, the officer beneficially owned 352,614 shares of Class A common stock in total.
A portion of the remaining holdings consists of RSUs, each representing the right to receive one share of Class A common stock upon vesting. This filing reflects a routine tax-related adjustment rather than an open-market purchase or sale.
SEMrush Holdings, Inc. reported a routine insider equity transaction by its Chief Legal Officer on a Form 4. On December 1, 2025, 3,592 shares of Class A common stock were withheld by the company to cover tax obligations related to the vesting and net issuance of restricted stock units. The withholding price was $11.83 per share, based on the closing price of the Class A common stock on that date. After this tax withholding, the reporting person beneficially owned 251,336 shares, a portion of which are in the form of RSUs that each convert into one share of Class A common stock upon vesting.
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.