Semrush Holdings Files 8-K: Material Agreement & Exhibits

TL;DR

SEMR filed an 8-K for a material agreement and exhibits. Big news incoming.

AI Summary

On November 18, 2025, Semrush Holdings, Inc. filed an 8-K report. The filing indicates the company entered into a material definitive agreement and also includes financial statements and exhibits. The report was filed on November 19, 2025.

Why It Matters

This 8-K filing signals a significant new agreement for Semrush Holdings, Inc., potentially impacting its business operations and financial future.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood by the market.

Key Numbers

• 001-40276 — SEC File Number (Identifies the company's filing with the SEC.)
• 84-4053265 — EIN (Employer Identification Number for tax purposes.)

Key Players & Entities

• Semrush Holdings, Inc. (company) — Registrant
• November 18, 2025 (date) — Date of earliest event reported
• November 19, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• 800 Boylston Street, Suite 2475, Boston, Massachusetts 02199 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — tered Class A Common Stock, par value $0.00001 per share SEMR The New York Stock E
• $12.00 — be converted into the right to receive $12.00 in cash, without interest (the " Merger
• $63,000,000 — uired to pay Adobe a termination fee of $63,000,000 in cash. The foregoing description of

Filing Documents

• dp237534_8k.htm (8-K) — 52KB
• dp237534_ex0201.htm (EX-2.1) — 552KB
• dp237534_ex1001.htm (EX-10.1) — 63KB
• 0000950103-25-014983.txt ( ) — 975KB
• semr-20251118.xsd (EX-101.SCH) — 3KB
• semr-20251118_lab.xml (EX-101.LAB) — 33KB
• semr-20251118_pre.xml (EX-101.PRE) — 22KB
• dp237534_8k_htm.xml (XML) — 4KB

Forward-looking statements by their nature address

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements regarding the transactions contemplated by the Merger Agreement (the " Transaction "), including the expected time period to consummate the Transaction, opportunities, anticipated future performance, expected share buyback programs and expected dividends. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to, the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that the Company's stockholders may not approve the Transaction; the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of the Company's common stock; the risk that the Transaction and its announcement could have an adverse effect on the parties' business relationships and business generally, including the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers, and on their operating results and businesses generally; the risk of unforeseen or unknown liabilities; customer, stockholder, regulatory and

SIGNATURES

SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SEMRUSH HOLDINGS, INC. Date: November 19, 2025 By: /s/ David Mason Name: David Mason Title: Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR