SEMrush Holdings, Inc. filed a Schedule 13G disclosing beneficial ownership of 7,279,468 shares of Class A Common Stock, representing 5.59% of the class. The shares are reported by Glazer Capital, LLC and Paul J. Glazer as held for Glazer-managed funds.
The filing states Glazer Capital Enhanced Master Fund, Ltd. has the right to receive or direct proceeds from the sale of more than 5% of the outstanding shares. The report is signed by Paul J. Glazer and dated 04/17/2026.
Positive
None.
Negative
None.
Insights
Glazer Capital reports a passive, >5% stake in SEMrush via managed funds.
The Schedule 13G lists 7,279,468 shares (5.59%) of Class A Common Stock beneficially owned by Glazer Capital and Mr. Paul J. Glazer, reported as shared voting and dispositive power for Glazer-managed accounts.
Glazer Capital Enhanced Master Fund, Ltd. is identified as having the right to receive proceeds from sales exceeding 5% of outstanding shares; filings indicate passive/beneficial reporting rather than an active takeover intent. Subsequent filings could show changes in status or ownership.
Holding exceeds the 5% threshold that triggers Section 13 disclosure obligations.
The filing attributes shared voting and dispositive power to the reporting persons for the shares held by funds and managed accounts. The statement disclaims automatic attribution under Section 13 but identifies the funds as the economic holders.
Investors tracking ownership should note the filing type (Schedule 13G) typically signals passive investment; any shift to active intent would require an amended report (e.g., Schedule 13D).
Key Figures
Shares beneficially owned:7,279,468 sharesPercent of class:5.59%Filing signature date:04/17/2026
3 metrics
Shares beneficially owned7,279,468 sharesAmount reported in Item 4(a)
Percent of class5.59%Percent of Class A Common Stock reported in Item 4(b)
Filing signature date04/17/2026Date signed by Paul J. Glazer
Key Terms
Schedule 13G, beneficially owned, shared dispositive power
3 terms
Schedule 13Gregulatory
"filed a Schedule 13G disclosing beneficial ownership"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficially ownedfinancial
"Amount beneficially owned: 7,279,468"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
What stake does Glazer Capital report in SEMrush (SEMR)?
Glazer Capital reports beneficial ownership of 7,279,468 shares, representing 5.59% of Class A Common Stock. The holdings are reported as shared voting and dispositive power across Glazer-managed funds and accounts.
Which entity can receive proceeds from selling the SEMrush shares?
Glazer Capital Enhanced Master Fund, Ltd. is identified as having the right to receive or direct proceeds from the sale of more than 5% of SEMrush's outstanding Class A shares, per the filing's Item 6 disclosure.
Who filed the Schedule 13G for SEMrush and when was it signed?
The Schedule 13G was filed by Glazer Capital, LLC and Paul J. Glazer, with signatures dated 04/17/2026. The business office address for the reporting persons is provided in the filing.
Does this Schedule 13G indicate an activist or passive stake in SEMrush?
The filing is a Schedule 13G, which generally indicates a passive investment reporting status. The statement does not assert active control; it reports shared voting and dispositive power for Glazer-managed funds.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SEMrush Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.00001 par value per share
(Title of Class of Securities)
81686C104
(CUSIP Number)
04/10/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
81686C104
1
Names of Reporting Persons
Glazer Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,279,468.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,279,468.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,279,468.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.59 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
81686C104
1
Names of Reporting Persons
Paul J. Glazer
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,279,468.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,279,468.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,279,468.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.59 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SEMrush Holdings, Inc.
(b)
Address of issuer's principal executive offices:
800 Boylston Street, Suite 2475 Boston, MA 02199
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Glazer Capital, LLC, a Delaware limited liability company ("Glazer Capital"), with respect to the shares of Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the "Glazer Funds"); and
(ii) Mr. Paul J. Glazer ("Mr. Glazer"), who serves as the Managing Member of Glazer Capital, with respect to the shares of Common Stock held by the Glazer Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock (as defined in Item 2(d)) reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 250 West 55th Street, Suite 30A, New York, New York 10019.
(c)
Citizenship:
Glazer Capital is a Delaware limited liability company. Mr. Glazer is a United States citizen.
(d)
Title of class of securities:
Class A Common Stock, $0.00001 par value per share
(e)
CUSIP Number(s):
81686C104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
7,279,468
(b)
Percent of class:
5.59%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
7,279,468
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
7,279,468
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. Glazer Capital Enhanced Master Fund, Ltd., a Glazer Fund, has the right to receive or the power to direct the receipt of the proceeds from the sale of more than 5% of the shares of Common Stock outstanding.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
