semr-202410010001831840FALSE00018318402024-10-012024-10-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2024
Semrush Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
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001-40276 | | 84-4053265 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
800 Boylston Street, Suite 2475 Boston, Massachusetts | | 02199 |
(Address of Principal Executive Offices) | | (Zip Code) |
(800) 851-9959
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
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Securities | registered pursuant to Section 12(b) of the Act: |
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Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Class A Common Stock, par value $0.00001 per share | | SEMR | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
In connection with Semrush Holdings, Inc.'s (the "Company") Analyst Day on October 1, 2024, the Company is announcing certain preliminary financial results for the third quarter ended September 30, 2024, including revenue and non-GAAP Operating Margin.
These financial results are included in the Company's presentation materials used during the Analyst Day presentation which was posted to the Investor Relations section of the Company's website at www.semrush.com (the “Investor Presentation”) on October 1, 2024. A copy of the presentation materials is being furnished as Exhibit 99.1 hereto and the presentation is incorporated herein by reference. The information disclosed under this Item 2.02 of this Current Report on Form 8-K and the accompanying Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
A copy of the Investor Presentation materials is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K and the accompanying Exhibit 99.1 is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. By furnishing the information contained in the Investor Presentation materials, the Company makes no admission as to the materiality of any information in the Investor Presentation materials that is required to be disclosed solely by reason of Regulation FD.
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Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. | | Description |
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| | Presentation Materials dated October 1, 2024 |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| SEMRUSH HOLDINGS, INC. | |
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Date: October 1, 2024 | By: | /s/ David Mason | |
| | David Mason | |
| | General Counsel and Secretary | |