0001831840 FALSE 0001831840 2023-06-30 2023-06-30
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): June 30, 2023
Semrush Holdings, Inc.
(Exact name of registrant as specified in its charter)f
Delaware
(State or Other Jurisdiction
of Incorporation)

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:

| ☐ | 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 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 1.01. Entry into a Material Definitive Agreement.
On June 30, 2023, Semrush Holdings, Inc. (the “Company”), Semrush Inc., a subsidiary of the Company, Goldman Sachs Lending Partners LLC, and JPMorgan Chase Bank, N.A. entered into Amendment No. 3 to Credit Agreement (the “Amendment”). Capitalized terms used herein but not otherwise defined shall have the meanings provided to such terms in the Amendment.
The Amendment amended the Credit Agreement dated as of January 12, 2021 (as amended by Amendment No. 1 to Credit Agreement, dated as of December 30, 2021 and Amendment No. 2 to Credit Agreement, dated as of March 15, 2022, the “Credit Agreement”), to transition the interest rate, effective immediately, from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) plus a spread adjustment, to replace the LIBOR-based interest rate benchmark provisions with customary SOFR-based interest rate benchmark provisions and to make certain other conforming and mechanical changes.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No. | Description
10.1 | Amendment No. 3 to Credit Agreement, dated as of June 30, 2023.
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.

| SEMRUSH HOLDINGS, INC. |
Date: July 6, 2023 | By: | /s/ David Mason |
|  | David Mason |
|  | General Counsel and Secretary |