S-8

As filed with the Securities and Exchange Commission on March 3, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Semrush Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	84-4053265
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
800 Boylston Street Suite 2475 Boston, Massachusetts	02199
(Address of Principal Executive Offices)	(Zip Code)

Semrush Holdings, Inc. 2021 Stock Option and Incentive Plan

(Full title of the plan)

Oleg Shchegolev

Chief Executive Officer

Semrush Holdings, Inc.

800 Boylston Street, Suite 2475

Boston, MA 02199

(800) 851-9959

(Name and address, and telephone number, including area code, of agent for service)

Copies to:

Kenneth J. Gordon, Esq. Jared J. Fine, Esq. Aaron Berman, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 David Mason Chief Legal Officer Semrush Holdings, Inc. 800 Boylston Street, Suite 2475 Boston, MA 02199 (800) 851-9959

_____________________________________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company 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 7(a)(2)(B) of the Securities Act. 

Statement of Incorporation by Reference

This Registration Statement on Form S-8, relating to the 2021 Stock Option and Incentive Planof Semrush Holdings, Inc. (the “Registrant”), is being filed for the purpose of registering 7,342,154 additional shares of the Class A common stock of the Registrant, as a result of the operation of an automatic annual increase provision therein. The additional shares are of the same class as the securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except for “Item 8. Exhibits” and except to the extent supplemented or amended or superseded by the information set forth herein, this Registration Statement incorporates by reference the information contained in the Registration Statements on Form S-8, File No. 333-254724, File No. 333-270575 and File No. 333-277749, filed by the Registrant with the Securities and Exchange Commission on March 25, 2021, March 15, 2023 and March 7, 2024, respectively.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index below for a list of exhibits filed as part of this registration on Form S-8, which Exhibit Index is incorporated herein by reference.

			Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File Number	Filing Date	Exhibit Number
4.1	Amended and Restated Certificate of Incorporation of the Registrant.	S-1/A	333-253730	3/16/2021	3.2
4.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Semrush Holdings, Inc., dated June 10, 2024.	8-K	001-40276	6/10/2024	3.1
4.3	Third Amended and Restated Bylaws of the Registrant.	8-K	001-40276	3/4/2024	3.1
4.4	Form of Class A common stock certificate of the Registrant.	S-1/A	333-253730	3/16/2021	4.1
5.1*	Opinion of Goodwin Procter LLP.
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature pages of this registration statement).
99.1	2021 Stock Option and Incentive Plan and forms of award agreements thereunder.	S-1/A	333-253730	3/16/2021	10.3
107*	Filing Fee Table.

______________________________________________________________________________________________________

*    Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 3rd day of March, 2025.

SEMRUSH HOLDINGS, INC.
By	/s/ David Mason
	David Mason
	Secretary and Chief Legal Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Semrush Holdings, Inc., hereby severally constitute and appoint Oleg Shchegolev, Eugene Levin, and David Mason, and each of them singly (with full power to each of them to act alone), as our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Semrush Holdings, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Oleg Shchegolev	Chief Executive Officer and Director (Principal Executive Officer)	March 3, 2025
Oleg Shchegolev
/s/ Brian Mulroy	Chief Financial Officer (Principal Financial and Accounting Officer)	March 3, 2025
Brian Mulroy
/s/ Steven Aldrich	Director	March 3, 2025
Steven Aldrich
/s/ Anna Baird	Director	March 3, 2025
Anna Baird
/s/ Dmitry Melnikov	Director	March 3, 2025
Dmitry Melnikov
/s/ Dylan Pearce	Director	March 3, 2025
Dylan Pearce
/s/ Trynka Shineman Blake	Director	March 3, 2025
Trynka Shineman Blake
/s/ William Wagner	Director	March 3, 2025
William Wagner
/s/ Mark Vranesh	Director	March 3, 2025
Mark Vranesh

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Semrush Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1) (3)	Proposed Maximum Offering Price Per Share (2)	Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Class A Common Stock, $0.00001 par value per share	457(c) and (h)	7,342,154	$11.44	$	83,994,241.76	$	0.0001531	$	12,859.52
Total Offering Amounts					$	83,994,241.76			$	12,859.52
Total Fee Offsets									—
Net Fee Due									$	12,859.52

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of the Registrant’s Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”), that may from time to time be offered or issued under the Registrant’s 2021 Stock Option and Incentive Plan to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions that increase the number of outstanding shares of Class A Common Stock. Pursuant to Rule 416(c) under the Securities Act, this registration statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the Registrant’s 2021 Stock Option and Incentive Plan.
(2)	The proposed maximum offering price per unit of $11.44 is estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and is based upon the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on February 28, 2025.
(3)	Represents 7,342,154 additional shares of Class A Common Stock available for issuance under the Registrant’s 2021 Stock Option and Incentive Plan, as a result of an automatic annual increase provision therein, effective as of January 1, 2025. Shares available for issuance under the 2021 Stock Option and Incentive Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on March 25, 2021, File No. 333-254724, March 15, 2023, File No. 333-270575 and March 7, 2024, File No. 333-277749.

EX-5.1

Exhibit 5.1

March 3, 2025

Semrush Holdings, Inc.

800 Boylston Street, Suite 2475

Boston, MA 02199

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 7,342,154 shares (the “Class A Shares”) of Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”), of Semrush Holdings, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that, at the time the Class A Shares are issued, the total number of then unissued Class A Shares, when added to the number of shares of Class A Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Class A Common Stock authorized by the Company’s certificate of incorporation.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Class A Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Semrush Holdings, Inc. 2021 Stock Option and Incentive Plan of our reports dated March 3, 2025, with respect to the consolidated financial statements of Semrush Holdings, Inc. and the effectiveness of internal control over financial reporting of Semrush Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 3, 2025

XML

Submission	Mar. 03, 2025
Submission [Line Items]
Central Index Key	0001831840
Registrant Name	Semrush Holdings, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

XML

Offerings - Offering: 1

Mar. 03, 2025

USD ($)

shares

Offering:

Fee Previously Paid

false

Other Rule

true

Security Type

Equity

Security Class Title

Class A Common Stock, $0.00001 par value per share

Amount Registered | shares

7,342,154

Proposed Maximum Offering Price per Unit

11.44

Maximum Aggregate Offering Price

$ 83,994,241.76

Fee Rate

0.01531%

Amount of Registration Fee

$ 12,859.52

Offering Note

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of the Registrant’s Class A Common Stock, $0.00001 par value per share (“Class A Common Stock”), that may from time to time be offered or issued under the Registrant’s 2021 Stock Option and Incentive Plan to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions that increase the number of outstanding shares of Class A Common Stock. Pursuant to Rule 416(c) under the Securities Act, this registration statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the Registrant’s 2021 Stock Option and Incentive Plan.
(2)	The proposed maximum offering price per unit of $11.44 is estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and is based upon the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on February 28, 2025.
(3)	Represents 7,342,154 additional shares of Class A Common Stock available for issuance under the Registrant’s 2021 Stock Option and Incentive Plan, as a result of an automatic annual increase provision therein, effective as of January 1, 2025. Shares available for issuance under the 2021 Stock Option and Incentive Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on March 25, 2021, File No. 333-254724, March 15, 2023, File No. 333-270575 and March 7, 2024, File No. 333-277749.

XML

Fees Summary	Mar. 03, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 83,994,241.76
Total Fee Amount	12,859.52
Total Offset Amount	0
Net Fee	$ 12,859.52