semr-20250417

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under § 240.14a-12

SEMRUSH HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



						Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston, MA 02199

Dear Semrush Stockholder:

I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Semrush Holdings, Inc. (“Semrush”) to be held on June 5, 2025, at 10:00 a.m. Eastern Time. The Annual Meeting will be held virtually via a live interactive audio webcast on the Internet. You will be able to listen, vote and submit your questions at www.virtualshareholdermeeting.com/SEMR2025 during the Annual Meeting. You will not be able to attend the Annual Meeting in person. You will need the 16-digit control number on your proxy card to attend the Annual Meeting.

Details regarding the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement. We encourage you to vote at our Annual Meeting and any adjournments, continuations or postponements of our Annual Meeting if you were a stockholder as of the close of business on April 10, 2025.

As permitted by the Securities and Exchange Commission rules that allow public companies to furnish proxy materials to stockholders over the Internet, we are posting the proxy materials on the Internet and delivering a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our Annual Meeting (the “Proxy Statement”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). On or about April 17, 2025, we will begin mailing the Notice to our stockholders.The Notice provides instructions on how to vote online or by telephone and explains how to receive a paper copy of proxy materials by mail. This Proxy Statement and our 2024 Annual Report can be accessed online at www.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that accompanied your proxy materials. Our 2024 Annual Report and Proxy Statement are also available on our investor relations website at investors.semrush.com.

Thank you for your ongoing support of Semrush.

Sincerely,

William (Bill) R. Wagner

Chief Executive Officer

April 17, 2025


						YOUR VOTE IS IMPORTANT

In order to ensure your representation at the Annual Meeting, whether or not you plan to attend the Annual Meeting, please vote your shares as promptly as possible by signing and returning a proxy card or by using our Internet or telephonic voting system. If you are a street name stockholder, please follow the instructions from the broker, bank or nominee that holds your shares to instruct them on how to vote or to obtain a proxy to vote yourself. A broker, bank or nominee is not permitted to vote on your behalf on (i) the election of directors, (ii) the non-binding, advisory vote to approve compensation of our named executive officers, and (iii) the non-binding, advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers, unless you provide specific instructions by completing and returning any voting instruction form that the broker, bank or nominee provides (or following any instructions provided by your broker, bank or nominee that allow you to vote your shares via telephone or the Internet). If you are a stockholder of record, for your vote to be counted, (i) if you vote by Internet or by telephone, you will need to communicate your voting decision before 11:59 p.m. (ET) on June 4, 2025, (ii) if you submit your proxy by U.S. mail, such proxy must be received before the start of the Annual Meeting, or (iii) if you attend the Annual Meeting virtually, you must vote in person during the Annual Meeting. Voting your shares in advance will not prevent you from attending the Annual Meeting, revoking your earlier submitted proxy or voting your shares virtually at the Annual Meeting.



						Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston, MA 02199

Notice of 2025 Annual Meeting of Stockholders


To be held on June 5, 2025

Notice is hereby given that Semrush Holdings, Inc. will hold its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2025, at 10:00 a.m. Eastern Time via a live interactive audio webcast on the Internet at www.virtualshareholdermeeting.com/SEMR2025 (which is accessible by entering your 16-digit control number on your proxy card). You will not be able to attend the Annual Meeting in person.

We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:


1			Proposal One: To elect Anna Baird and Dmitry Melnikov as Class I directors to hold office until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation, death, or removal;
2			Proposal Two: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;
3			Proposal Three: To conduct a non-binding, advisory vote to approve the compensation of our named executive officers;
4			Proposal Four: To conduct a non-binding, advisory vote on the frequency of future non-binding advisory votes to approve the compensation of our named executive officers; and
5			To transact any other business that properly comes before the Annual Meeting (including adjustments, continuations and postponements thereof).

We have elected to provide access to our Annual Meeting materials, which include the Proxy Statement for our Annual Meeting (the “Proxy Statement”) accompanying this notice, in lieu of mailing printed copies. On or about April 17, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). The Notice provides instructions on how to vote online or by telephone and explains how you can request a paper copy of the proxy materials. Our Proxy Statement and our 2024 Annual Report can be accessed online at www.proxyvote.com using the control number located on your Notice, on your proxy card, or in the instructions that accompanied your proxy materials.


			Date June 5, 2025

			Time 10:00 a.m. EST

			Virtual Location Via live interactive audio webcast at www.virtualshare holdermeeting.com/SEMR2025

RECOMMENDATION

Our Board of Directors recommends that you vote “FOR” the director nominees named in Proposal One; “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm as described in Proposal Two; “FOR” the approval of, on a non-binding, advisory basis, the compensation of our named executive officers as described in Proposal Three; and “FOR” on a non-binding, advisory basis, “1 Year” as the preferred frequency for future stockholder non-binding, advisory votes on the compensation of our named executive officers as described in Proposal Four.


Notice of 2025 Annual Meeting of Stockholders

WHO CAN VOTE?

Only stockholders of record as of the close of business on April 10, 2025 are entitled to notice of, and to vote at, the Annual Meeting. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on April 10, 2025 or hold a valid proxy for the Annual Meeting.

By Order of the Board of Directors,

William (Bill) R. Wagner

Chief Executive Officer

Boston, Massachusetts

April 17, 2025


						Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on June 5, 2025 at 10:00 a.m. Eastern Time This Proxy Statement and our 2024 Annual Report are available for viewing, printing and downloading at www.proxyvote.com using the control number located on the Notice, on your proxy card, or in the instructions that accompanied your proxy materials. Our Proxy Statement and our 2024 Annual Report are also available on our investor relations website at https://investors.semrush.com. Unless specifically stated in this Proxy Statement, information contained on, or that can be accessed through, our websites and any other websites listed in this Proxy Statement are not incorporated by reference into this Proxy Statement and should not be considered to be part of this Proxy Statement, and inclusions of our website addresses and other website addresses in this Proxy Statement are inactive textual references only. Alternatively, if you would like us to send you a copy of our 2024 Annual Report, without charge to you, please contact: Semrush Holdings, Inc. Attention: Investor Relations 800 Boylston Street, Suite 2475 Boston, MA 02199 (800) 851-9959 If you would like us to send you a copy of the exhibits listed on the exhibit index of our 2024 Annual Report, we will do so upon your payment of our reasonable expenses in furnishing a requested exhibit. The Semrush logo and all Semrush product or service names and logos are trademarks or registered trademarks of Semrush Holdings, Inc. in the United States and other countries. Third party trademarks and trade names referenced in this Proxy Statement are the property of their respective owners.

Table of Contents


G ENERAL INFORMATION			1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			8
BOARD OF DIRE CTORS			9
CORPORATE GOVERNANCE			15
PROPOSAL ONE: ELECTION OF DIRECTORS			27
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			28
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			30
EXECUTIVE OFFICERS			31
COMPENSATION DISCUSSION AND ANALYSIS			33
REPORT OF THE TALENT AND COMPENSATION COMMITTEE OF THE BOARD			53
EXECUTIVE COMPENSATION			54
EQUITY COMPENSATION PLAN INFORMATION			70
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			71
PROPOSAL THREE : NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			74
PROPOSAL FOUR: NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			76
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			78
ADDITIONAL INFORMATION			81
A PPENDIX A - FINANCIAL METRICS AND RECONCILIATION OF NON-GAAP MEASURES			82

Proxy Statement for the 2025 Annual Meeting of Stockholders

TO BE HELD JUNE 5, 2025


General Information

Our Board of Directors (the “Board”) solicits your proxy for the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Semrush Holdings, Inc. and at any adjournment, continuation or postponement of the Annual Meeting for the purposes set forth in this Proxy Statement for our 2025 Annual Meeting of Stockholders (this “Proxy Statement”) and the accompanying Notice of 2025 Annual Meeting of Stockholders. The Annual Meeting will be held virtually via a live interactive audio webcast on the Internet on June 5, 2025, at 10:00 a.m. Eastern Time. On or about April 17, 2025, we expect to mail our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). If you held shares of our Class A or Class B common stock as of close of business on April 10, 2025, you are invited to attend the Annual Meeting at www.virtualshareholdermeeting.com/SEMR2025 and to vote on the proposals in this Proxy Statement. You will not be able to attend the Annual Meeting in person. You will need the 16-digit control number on your proxy card to attend the Annual Meeting.

In this Proxy Statement, the terms “Semrush,” the “Company,” “we,” “us” and “our” refer to Semrush Holdings, Inc. and its subsidiaries. The mailing address of our principal executive offices is Semrush Holdings, Inc., 800 Boylston Street, Suite 2475, Boston, MA 02199.


How do I vote? If you are a stockholder of record, there are four ways to vote:						By Internet (Before the Annual Meeting): You may vote over the Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. ET on June 4, 2025. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials);

						By Telephone: You may vote by toll-free telephone at 1-800-690-6903, until 11:59 p.m. ET on June 4, 2025. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials);

						By Mail: If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it promptly in the postage-paid envelope we have provided or returning it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting; or

						By Internet (During the Annual Meeting): You may vote during the Annual Meeting by going to www.virtualshareholdermeeting.com/SEMR2025. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials). If you previously voted via the Internet (or by telephone or mail), you are not precluded from voting online at the Annual Meeting.


			Semrush 2025 Proxy Statement			1


General Information						Table of Contents


If you are a street name stockholder:						Through Your Bank/Broker: If you are a street name stockholder, please follow the instructions from the broker, bank or other nominee that holds your shares to instruct your broker, bank or other nominee on how to vote on your behalf or to obtain a proxy to vote yourself.

How can I attend the Annual Meeting online?

We will host our Annual Meeting via live webcast only. Any stockholder as of the Record Date can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/SEMR2025. The webcast will start at 10:00 a.m. Eastern Time on June 5, 2025. Stockholders may listen, vote and ask questions while attending the Annual Meeting online. To attend the Annual Meeting, you will need the 16-digit control number that is located on your Notice, on your proxy card, or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com.

What matters are being voted on at the Annual Meeting?

You will be voting on:

The election of two Class I directors to serve until the 2028 annual meeting of stockholders or until their successors are duly elected and qualified, subject to their earlier resignation, death, or removal;

A proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025;

A non-binding, advisory approval of the compensation of our named executive officers;

A non-binding, advisory vote on the frequency of future non-binding advisory votes to approve the compensation of our named executive officers; and

Any other business that properly comes before the Annual Meeting (including adjournments, continuations and postponements thereof).

How does the Board recommend I vote on these proposals?

Our Board recommends a vote:

•“FOR” the election of Anna Baird and Dmitry Melnikov as Class I directors;

•“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.

•“FOR” the approval of, on a non-binding, advisory basis, the compensation of our named executive officers; and

•“1 YEAR”, on a non-binding, advisory basis, as the preferred frequency for future stockholder non-binding advisory votes on the compensation of our named executive officers.


2			Semrush 2025 Proxy Statement


Table of Contents						General Information

Who is entitled to vote?

Holders of either class of our common stock as of close of business on April 10, 2025, the record date for our Annual Meeting (the “Record Date”), may vote at the Annual Meeting.

As of the Record Date, there were 127,151,456 shares of our Class A common stock and 21,019,818 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our “common stock.” Our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to ten votes on each proposal.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, Computershare, you are considered the “stockholder of record” with respect to those shares. As the stockholder of record, you have the right to vote online, by telephone, or, if you receive paper proxy materials by mail, by filling out and returning the proxy card.

Street Name Stockholders. If shares of our common stock are held on your behalf by a broker, bank, or other nominee, you are considered to be the beneficial owner of shares that are held in “street name” (i.e., a “street name stockholder”) and the Notice was forwarded to you by your broker, bank, or other nominee, who is considered the stockholder of record with respect to those shares. Brokerage firms, banks, and other nominees holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. Accordingly, as the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. If you are a beneficial owner, you may attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote at the meeting. If you request a printed copy of our proxy materials by mail, your broker, bank, or other nominee will provide a voting instruction form for you to use.

What is the quorum requirement?

A quorum is the minimum number of shares required to be present to properly hold an annual meeting of stockholders and conduct business under our Third Amended and Restated Bylaws (our “bylaws”) and Delaware law. The presence, in person or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote on the Record Date will constitute a quorum at the Annual Meeting. Abstentions, withheld votes, and broker non-votes are counted as shares present and entitled to vote for the purposes of determining a quorum. “Broker non-votes” occur where a broker, bank, or other nominee has not received voting instructions from the beneficial owner of shares and the broker, bank, or other nominee cannot vote the shares because they do not have discretionary power to vote on a particular, “non-routine” matter (under New York Stock Exchange rules) or such broker, bank, or other nominee did not otherwise vote the shares on a “routine” matter.


			Semrush 2025 Proxy Statement			3


General Information						Table of Contents


How many votes are needed for approval of each proposal?

Proposal

Vote Required

Nature of Proposal

Impact of Withholds or Abstentions

Impact of Broker Non-Votes

Unmarked Proxy Cards

Election of Class I Directors

Plurality of the votes properly cast. This means the nominees receiving the most "FOR" votes will be elected.

Non-Routine

No effect

Voted

"FOR"

SEC Form DEF 14A filed by SEMrush Holdings Inc.