Net Income (Loss) Per Share

6 Months Ended

Jun. 30, 2024

For the three and six months ended June 30, 2024, diluted net income per share was calculated by dividing net income attributable to Semrush Holdings, Inc. by the weighted-average number of shares of common stock outstanding during the period, including the dilutive impact of stock options and shares of common stock issuable upon the vesting of Restricted Stock Units (“RSUs”). The adjustment to net income attributable to Semrush Holdings, Inc. related to the Company’s redeemable noncontrolling interest is not material and did not impact net income per share for the three and six months ended June 30, 2024.

For the three and six months ended June 30, 2023, the net loss attributable to common stockholders is divided by the weighted-average number of shares of common stock outstanding during the period to calculate both basic and diluted earnings per share. The dilutive effect of common stock equivalents has been excluded from the calculation of diluted net loss per share for these periods as its effect would have been anti-dilutive due to the net losses incurred for the periods.

The following table presents a reconciliation of weighted-average shares outstanding used in the calculation of basic and diluted net income (loss) per share:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Weighted-average shares outstanding:
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—basic	145,678,323	142,239,140	145,121,951	141,946,425
Dilutive effect of share equivalents resulting from stock options	1,940,654	—	2,066,972	—
Dilutive effect of share equivalents resulting from restricted stock units	1,206,334	—	1,072,484	—
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders—diluted	148,825,311	142,239,140	148,261,407	141,946,425

The following potentially dilutive common stock equivalents, including stock options and restricted stock units, have been excluded from the calculation of diluted weighted-average shares outstanding for the three and six months ended June 30, 2024 and 2023 because to do so would have been anti-dilutive for the periods presented:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Stock options outstanding	2,321,962	8,619,112	3,445,481	8,619,112
Unvested RSUs	930,049	2,783,782	1,442,837	2,783,782
	3,252,011	11,402,894	4,888,318	11,402,894

For the three and six months ended June 30, 2024, 1,128,021 and 1,128,021 shares of Class A common stock potentially issuable under Performance Stock Unit (“PSU”) awards were excluded from the table above, respectively. For the three and six months ended June 30, 2023, 1,077,726 shares of Class A common stock potentially issuable under PSU awards were excluded from the table above, respectively. The performance-based conditions had not been met and were deemed improbable of achievement as of the reporting period end date. See Note 14 for additional information regarding the Company’s PSU awards.