semr-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40276

Semrush Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						84-4053265
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)

800 Boylston Street, Suite 2475

Boston, 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(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.00001 par value per share

SEMR

The New York Stock Exchange

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 the preceding 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 past 90 days. ☒ Yes or ☐ No.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 registrant was required to submit such files). ☒ Yes or ☐ No.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes or ☒ No

As of April 30, 2025, there were 127,163,651 shares of the registrant’s Class A Common Stock and 21,019,818 shares of the registrant’s Class B Common Stock, $0.00001 par value per share, outstanding.

TABLE OF CONTENTS


		Page
	Part I. Financial Information
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of March 3 1 , 202 5 and December 31, 202 4	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 3 1 , 202 5 and 202 4	2
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 3 1 , 202 5 and 202 4	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 5 and 202 4	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	40
	Part II. Other Information
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
	Signatures	45

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks, and changes in circumstances that are difficult to predict. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements concerning the following:

• our future financial performance, including our revenue, annual recurring revenue (“ARR”), dollar-based net revenue retention rate, non-GAAP income from operations, non-GAAP income from operations margin, free cash flow, free cash flow margin, costs of revenue, gross profit or gross margin and operating expenses;

• the sufficiency of our cash and cash equivalents to meet our liquidity needs;

• anticipated trends and growth rates in our business and in the markets in which we operate;

• our ability to maintain the security and availability of our internal networks and platform;

• our ability to attract new paying customers and convert free customers into paying customers;

• our ability to retain and expand sales to our existing paying customers, including upgrades to premium subscriptions and purchases of add-on offerings;

• our ability to access, collect, and analyze data;

• our ability to successfully expand in our existing markets and into new markets, including executing on anticipated market opportunities and growth strategies;

• our ability to effectively manage our growth and future expenses;

• our ability to continue to innovate and develop new products and features, improve our data assets, and adopt and enhance our technological capabilities, including the use of artificial intelligence and other new and evolving technologies;

•our expectations regarding user behavior online, including use of traditional search engines and newer AI-driven search technologies;

• our ability to maintain, protect, and enhance our intellectual property;

• our ability to build, maintain, and enhance our brand, including through informational resources, advertisements, and referrals;

• our ability to comply with modified or new laws and regulations applying to our business, including in any new jurisdictions in which we operate;

• the attraction and retention of qualified employees and key personnel;

•related impacts from recent changes to our executive management team;

• our anticipated investments in sales and marketing, and research and development;

• our ability to successfully defend litigation brought against us;

• our expectations regarding identifying, evaluating, executing, and integrating strategic acquisitions and related financial considerations such as purchase price allocation; and

• the impact of global financial, economic, and political events on our business, industry and supply chain, including changes to trade laws and policies, rising inflation, fluctuating interest rates, and market uncertainty and volatility.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. Unless stated otherwise, these statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

SEMRUSH HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	As of
	March 31, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	64,665	$	48,875
Short-term investments	197,125		186,693
Accounts receivable	11,034		8,955
Deferred contract costs, current portion	10,161		10,044
Prepaid expenses and other current assets	14,461		21,617
Total current assets	297,446		276,184
Property and equipment, net	6,401		6,534
Operating lease right-of-use assets	12,133		11,126
Intangible assets, net	33,007		32,055
Goodwill	57,682		56,139
Deferred contract costs, net of current portion	3,379		3,080
Other long-term assets	6,453		5,825
Total assets	$	416,501	$	390,943
Liabilities, noncontrolling interest, and stockholders' equity
Current liabilities
Accounts payable	$	14,218	$	10,463
Accrued expenses	21,606		20,216
Deferred revenue	79,926		71,827
Current portion of operating lease liabilities	5,202		4,669
Other current liabilities	5,750		6,913
Total current liabilities	126,702		114,088
Deferred revenue, net of current portion	235		235
Deferred tax liability	1,634		1,621
Operating lease liabilities, net of current portion	8,569		7,602
Other long-term liabilities	1,203		1,045
Total liabilities	138,343		124,591
Commitments and contingencies (Note 14)
Stockholders' equity
Class A common stock, $0.00001 par value - 1,000,000 shares authorized, and 126,631 shares issued and outstanding as of March 31, 2025; 125,834 shares issued and outstanding as of December 31, 2024	1		1
Class B common stock, $0.00001 par value - 160,000 shares authorized, and 21,020 shares issued and outstanding as of March 31, 2025; 21,009 shares issued and outstanding as of December 31, 2024	—		—
Additional paid-in capital	331,917		322,586
Accumulated other comprehensive loss	(311)		(2,221)
Accumulated deficit	(62,913)		(63,762)
Total stockholders' equity attributable to Semrush Holdings, Inc.	268,694		256,604
Noncontrolling interest in consolidated subsidiaries	9,464		9,748
Total stockholders’ equity	278,158		266,352
Total liabilities, noncontrolling interest and stockholders' equity	$	416,501	$	390,943

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SEMRUSH HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share data)



	Three Months Ended March 31,
	2025		2024
Revenue	$	105,018	$	85,812
Cost of revenue	19,871		14,645
Gross profit	85,147		71,167
Operating expenses
Sales and marketing	41,307		33,921
Research and development	21,912		17,304
General and administrative	22,002		18,474
Total operating expenses	85,221		69,699
(Loss) income from operations	(74)		1,468
Other income, net	4,172		3,639
Income before income taxes	4,098		5,107
Provision for income taxes	3,443		3,104
Net income	655		2,003
Net loss attributable to noncontrolling interest in consolidated subsidiaries	(194)		(135)
Net income attributable to Semrush Holdings, Inc.	$	849	$	2,138

Net income attributable to Semrush Holdings, Inc. per share attributable to common stockholders—basic:	$	0.01	$	0.01
Net income attributable to Semrush Holdings, Inc. per share attributable to common stockholders—diluted:	$	0.01	$	0.01

Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders—basic:	147,214		144,566
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders—diluted:	151,078		147,698

Net income	$	655	$	2,003
Other comprehensive income:
Foreign currency translation adjustments	1,320		(485)
Unrealized gain (loss) on investments	590		(744)
Comprehensive income	$	2,565	$	774
Comprehensive loss attributable to noncontrolling interest in consolidated subsidiaries	(194)		(135)
Comprehensive income attributable to Semrush Holdings, Inc.	$	2,759

SEC Form 10-Q filed by SEMrush Holdings Inc.