SEMrush Holdings Inc-A 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number 001-40276 Semrush Holdings, Inc.(Exact name of registrant as specified in its charter) (I.R.S. EmployerIdentification Number) (State or Other Jurisdiction ofIncorporation or Organization) 800 Boylston Street, Suite 2475Boston, MA 02199(Address of principal executive offices including zip code) (800) 851-9959(Registrant’s telephone number, including area code) Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☒Yes or☐No. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past90 days.☒Yes or☐No. Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files).☒Yes or☐No. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Large accelerated filer☒Non-accelerated filer☐ Accelerated filer☐Smaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes or☒No The aggregate market value of stock held by non-affiliates as of June30, 2025, (the last business day of the registrant's most recently completed second fiscal quarter)was approximately $562.7 million based upon $9.05 per share, the closing price on June30, 2025 on the New York Stock Exchange. Determination of stock ownershipby non-affiliates was made solely for the purpose of responding to this requirement and the registrant is not bound by this determination for any other purpose. As of April 7, 2026, there were 130,560,924 shares of the registrant’s Class A Common Stock and 20,619,818 shares of the registrant’s Class B Common Stock, $0.00001par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of SemrushHoldings, Inc. for the year ended December 31, 2025, originally filed with the U.S. Securities and Exchange Commission(“SEC”) on March 2, 2026 (the “Original Form 10-K”). We are filing this Amendment to amend Part III of the Original Form 10-K to include the information required by, and notincluded in, Part III of the Original Form 10-K because we did not file our definitive proxy statement within 120 days of the endof our fiscal year ended December 31, 2025. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), this Amendment alsocontains new certifications by our principal executive officer and the principal financial officer as required by Section 302 of theSarbanes-Oxley Act of 2002. Item 15(a)(3) of Part IV of the Original Form 10-K is amended to include the currently datedcertifications as exhibits. No fi