SEMrush Details Executive Compensation and Merger-Related Bonuses in Amended 10-K

summarizeSummary

SEMrush filed an amended 10-K to include executive compensation, beneficial ownership, and corporate governance details for fiscal year 2025, revealing significant equity awards and merger-related cash bonuses for top executives.

check_boxKey Events

• Amended 10-K Filed to Add Missing Information

  This Form 10-K/A amends the Annual Report on Form 10-K filed on March 2, 2026, to include Part III information (Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Related Transactions, Principal Accounting Fees) that was not included in the original filing due to the definitive proxy statement not being filed within 120 days.

• Significant Executive Compensation for FY2025

  CEO William Wagner's total compensation for fiscal year 2025 was $33,851,506, primarily driven by $32,999,984 in stock awards. CFO Brian Mulroy received $13,898,909 in total compensation, with $12,999,983 in stock awards. Other named executive officers also received multi-million dollar compensation packages.

• Merger-Related Transaction Bonuses Approved

  One-time cash bonuses of $250,000 each were approved for CEO William Wagner, CFO Brian Mulroy, President Eugene Levin, and Chief Product Officer Vitalii Obishchenko, and $100,000 for CMO Andrew Warden, payable upon the consummation of the Adobe Transaction.

• High Insider Ownership and Control

  As of March 31, 2026, Co-Founder Oleg Shchegolev beneficially owned 46.8% of total voting power, and Director Dmitry Melnikov owned 27.5%. All executive officers and directors as a group beneficially owned 78.4% of total voting power, indicating strong insider control.

auto_awesomeAnalysis

This amended 10-K provides crucial details on executive compensation and beneficial ownership for fiscal year 2025, information typically found in a proxy statement. The disclosure reveals substantial equity awards and cash bonuses for key executives, directly linked to the previously announced Adobe merger. For instance, the CEO's total compensation, largely driven by equity, represents a significant portion of the company's market value. This filing offers transparency into the financial incentives for leadership during the merger process and highlights the strong control maintained by founders and the executive group through their beneficial ownership.