8-K

UNITED STATESSECURITIES 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 1934Date of Report (Date of earliest event reported): February 28, 2023

Semrush Holdings, Inc.

(Exact name of registrant as specified in its charter)f

Delaware(State or Other Jurisdictionof Incorporation)

(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:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) | | --- | --- || Securities | registered pursuant to Section 12(b) of the Act: | | --- | --- || Title of each class | Trading<br>Symbol | Name of each exchange<br>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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2023, the Board of Directors (the “Board”) of Semrush Holdings, Inc. (the “Company”) approved a board size increase from seven (7) to nine (9) members and appointed Anna Baird to one of the newly created seats as a Class I director, and Steven Aldrich to the other newly created seat as a Class II director, effective immediately. The term of the Company’s Class I directors, including Ms. Baird, expires at the annual meeting to be held in 2025, and the term of the Class II directors, including Mr. Aldrich, expires at the annual meeting of stockholders to be held in 2023, or in either case upon the election and qualification of successor directors. At the time of their appointments, it was not determined which Board committees Ms. Baird and Mr. Aldrich would sit on.

There are no arrangements or understandings between either Ms. Baird or Mr. Aldrich and any other person pursuant to which they were selected as a director, and neither has a family relationship with any director or executive officer of the Company. Neither Ms. Baird, nor Mr. Aldrich has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Each of Ms. Baird’s and Mr. Aldrich’s compensation will be consistent with that provided to all of the Company’s non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy, a copy of which policy is included as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. In addition, the Board approved entering into indemnification agreements with Ms. Baird and Mr. Aldrich in connection with their appointments to the Board, in substantially the same form as that entered into with the Company’s other directors.

On March 6, 2023, the Company also announced that Brian Mulroy has been appointed the Company’s Chief Financial Officer, effective April 10, 2023.

Mr. Mulroy most recently served as SVP Finance at Microsoft Corporation since March, 2022, and before that he served as SVP Finance at Nuance Communications, Inc. from November 2019 through February 2022 and VP FP&A and Corporate Finance at Nuance from March 2016 through October 2019.

In connection with his appointment, the Company and Mr. Mulroy entered into an offer letter pursuant to which Mr. Mulroy will receive an annual base salary of $400,000 and will be eligible to participate in the Company’s senior executive incentive bonus plan (the “Bonus Plan”) beginning in fiscal year 2023, prorated based on his start date. Mr. Mulroy’s target bonus under the Bonus Plan will be 100% of his base salary, subject to Company and individual performance. The offer letter also provides that Mr. Mulroy will receive the following equity awards granted under the Company’s 2021 Stock Option and Incentive Plan: (i) an initial equity award valued at $2,500,000, comprised of 50% restricted stock units (“RSUs”) and 50% stock options, that shall vest over four years, with an initial 25% vesting on the one-year anniversary of the grant date, subject to Mr. Mulroy’s continued employment with the Company on the applicable vesting dates; and (ii) a sign-on equity award valued at $1,600,000, comprised of 100% RSUs, that shall vest in full on the one year anniversary of Mr. Mulroy’s start date, subject to Mr. Mulroy’s continued employment with the Company on the applicable vesting dates. Each such equity grant shall fully vest if Mr. Mulroy is terminated in connection with a change of control of the Company. Mr. Mulroy will also enter into the Company's standard form of indemnification agreement for its officers.

There are no family relationships between Mr. Mulroy and any director or executive officer of the Company. In addition, Mr. Mulroy has no direct or indirect material interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On March 6, 2023, the Company also announced that Evgeny Fetisov will step down as Chief Financial Officer as of April 10, 2023, and will remain with the Company in an advisory capacity to ensure a smooth transition of his duties to Mr. Mulroy. The Company expects to enter into a separation agreement with Mr. Fetisov in connection with his separation from the Company, pursuant to which he will receive six (6) months’ salary, and health and welfare benefits. We also expect to enter into an advisory services agreement with Mr. Fetisov pursuant

to which he will continue vesting in his outstanding equity awards for a period of six months following his separation.

Item 7.01. Regulation FD Disclosures

On March 6, 2023, the Company issued a press release announcing that Ms. Baird and Mr. Aldrich have been appointed to the Board, and that Mr. Mulroy, will assume the role of Chief Financial Officer . A copy of the press release announcing these appointments and departure is furnished as Exhibit 99.1 and incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 attached hereto 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, or the Exchange Act, except as expressly set forth by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

Document

Exhibit 99.1

Semrush Continues Growth Trajectory with Two Board of Director Appointments

and new Chief Financial Officer

March 6, 2023 4:30pm Eastern Standard Time

BOSTON, MA – (BUSINESS WIRE) -- Semrush (NYSE: SEMR), a leading online visibility management SaaS platform, has appointed Anna Baird and Steven Aldrich to its board as independent, non-executive directors, and Brian Mulroy as incoming Chief Financial Officer (CFO).

Ms. Baird brings more than 30 years of experience working with Silicon Valley companies to scale teams and enable growth. She was a partner at KPMG for over 17 years before becoming an SVP at McAfee supporting leadership on global controls, enterprise risk management, and its acquisition by Intel. Ms. Baird then held several C-level roles at private technology startups that experienced hypergrowth, and was most recently the CRO at Outreach. Ms. Baird also currently serves on the board of SeatGeek.

“I’m incredibly excited to work with the Semrush team as the company continues to expand their customer base and impressive suite of products,” said Baird. “Semrush is one of the most prolific marketing technology brands in the world, and their ability to make marketing simple and effective for both individuals and companies of any size is a value proposition that I’m truly passionate about.”

Mr. Aldrich is also joining the Semrush board, bringing nearly 30 years of experience in the technology industry. He spent 12 years with Intuit in a variety of leadership roles and held CEO positions at Posit Science and Outright. He also spent seven years at GoDaddy, the last three as the Chief Product Officer, helping grow the company from 10 million to 18 million total customers, and from $1 billion annual revenue to over $3 billion in revenue. Mr. Aldrich also currently serves on the Boards of Avantax, Inc. (NASDAQ: AVTA) and Xero Limited (XRO.AX).

Ms. Baird and Mr. Aldrich become the eighth and ninth members of Semrush’s Board of Directors, respectively.

“We are thrilled to welcome Anna and Steven to our Board of Directors,” said CEO of Semrush, Oleg Shchegolev. “Their strong technology backgrounds and track record of success speak for themselves, and we are looking forward to their guidance and extensive experience as we drive our next phase of growth.”

In addition to two Board appointments, Semrush also announces Brian Mulroy joining the executive leadership team as the company’s next Chief Financial Officer.

Mr. Mulroy has a broad business background with more than 20 years of finance leadership experience at market-leading technology companies. His prior role was SVP of Finance at Microsoft. Prior to Microsoft he spent 10 years at Nuance Communications and 12 years at Progress Software. At Nuance Communications, Mr. Mulroy built and scaled a world class finance organization that provided financial, analytical and operational leadership for multiple sales and finance system implementations, over 30 acquisitions, more than $1B in business segment divestitures and restructurings, and multiple initiatives to launch new products to market and transition businesses to the cloud. Mr. Mulroy was also the strategic financial lead for Nuance Communications during their sale to Microsoft.

Mr. Mulroy will join the team in April 2023. Current CFO Evgeny Fetisov will continue in his current role until Mr. Mulroy’s start date and will then act in an advisory capacity to ensure a smooth transition.

“I want to welcome Brian to the team. He has an exceptional breadth of experience, and we look forward to his leadership and support in the CFO position. I also want to express my gratitude to Evgeny for his contribution to Semrush across the last nearly four years. Evgeny played a significant role in preparing our company to go public, and we achieved tremendous results together post-IPO and on our path to growth,” said Shchegolev.

About Semrush

Semrush is a leading online visibility management SaaS platform that enables businesses globally to run search engine optimization, pay-per-click, content, social media and competitive research campaigns and get measurable results from online marketing. Semrush offers insights and solutions for companies to build, manage, and measure campaigns across various marketing channels. Semrush, with over 94,000 paying customers, is headquartered in Boston and has offices in Philadelphia, Trevose, Austin, Dallas, Amsterdam, Barcelona, Belgrade, Berlin, Limassol, Prague, Warsaw, and Yerevan.

Forward-Looking Statements

This press release may include forward-looking statements, including with regards to the growth of Semrush, expectations regarding future financial performance, the size and development of the market for its products, and the planned start date for new executives and our transition plans. Such forward-looking statements may be identified by the use of the following words (among others): “continues,” “remains,” “believes,” “expects,” “may,” “will,” “plan,” “should” or “anticipates,” or comparable words and their negatives. These forward-looking statements are not guarantees but are subject to risks and uncertainties that could cause actual results to differ materially from the expectations contained in these statements. For a discussion of such risks and uncertainties, see "Risk Factors" in Semrush’s filings with the Securities and Exchange Commission, including its most recent quarterly report on Form 10-Q. Semrush assumes no obligation to update any forward-looking statements contained in this press release in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.