Semrush Announces Pricing of Public Offering

Semrush Holdings, Inc. (NYSE: SEMR) ("Semrush"), a leading online visibility management SaaS platform, today announced the pricing of the public offering of 5,000,000 shares of its Class A common stock, consisting of 4,000,000 shares to be issued and sold by Semrush and 1,000,000 shares to be sold by existing stockholders of Semrush, at a public offering price of $20.50 per share. In addition, Semrush has granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of Class A common stock at the public offering price less the underwriting discount. The offering is expected to close on November 23, 2021 subject to customary closing conditions.

Semrush intends to use the net proceeds from the sale of its shares in the offering to invest further in its sales and marketing activities, to fund its research and development efforts, to pay anticipated general and administrative expenses, and to fund its growth strategies. Semrush will not receive any proceeds from the sale of shares by the selling stockholders.

Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and KeyBanc Capital Markets Inc. are acting as joint lead bookrunning managers. Piper Sandler & Co. and Needham & Company LLC are acting as co-managers.

This proposed offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected]; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, collect telephone: 1-212-834-4533, or by emailing at [email protected]; or KeyBanc Capital Markets, Attention: Prospectus Delivery Department, 127 Public Square, 4th Floor, Cleveland, Ohio 44114, via telephone: 1-800-859-1783.

A registration statement on Form S-1 relating to the sale of these securities has been filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"). The registration statement can be accessed through the SEC's website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 79,000 paying customers, is headquartered in Boston and has offices in Pennsylvania, Texas, Czech Republic, Cyprus, Poland and Russia.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. These forward-looking statements include any statements regarding Semrush's proposed offering and potential closing thereof. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described under "Risk Factors" in Semrush's registration statement relating to the offering. Except as required by law, Semrush has no obligation to update any of these forward-looking statements to conform these statements to actual results or revised expectations.