SEMrush Holdings Inc.
04/17/2026 | Press release | Distributed by Public on 04/17/2026 14:52
Amendment to Annual Report (Form 10-K/A)
This Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of Semrush Holdings, 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 not included in, Part III of the Original Form 10-K because we did not file our definitive proxy statement within 120 days of the end of 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 also contains new certifications by our principal executive officer and the principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Item 15(a)(3) of Part IV of the Original Form 10-K is amended to include the currently dated certifications as exhibits. No financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K; accordingly, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
The reference on the cover page of the Original Form 10-K to the incorporation by reference of our definitive proxy statement into Part III of the Original Form 10-K is hereby deleted. Except for the Cover Page, Part III, Part IV, Item 15 and the Exhibit Index, no other changes are made to the Original Form 10-K. The Original Filing continues to speak as of the date of the Original Filing, and except as expressly noted in this Amendment, this Amendment does not reflect events occurring after the filing of the Original Form 10-K or modify or update in any way any of the other disclosures contained in the Original Form 10-K including, without limitation, the financial statements. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company's other filings with the SEC. Capitalized terms used, but not defined herein, shall have the meaning ascribed to them in the Original Form 10-K.
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