Private company

SEMrush Holdings, Inc.

In its 2026 annual report the company says: “We are a leading online visibility management software-as-a-service platform. We enable companies globally to identify and reach the right audience for their content, in the right context, and through the right channels.”5 It is headquartered in Boston, Massachusetts.1

Last updated Oct 20, 2026.

Overview

$443.6MRevenue, fiscal 20252
-$19.0MNet income, fiscal 20252
  • IndustryServices-Prepackaged Software1
  • HeadquartersBoston, Massachusetts1
  • Incorporated inDE3
  • Business address800 Boylston Street, Suite 2475, Boston, Ma 021993
  • Filer categoryLarge accelerated filer3

We are a leading online visibility management software-as-a-service (“SaaS”) platform. We enable companies globally to identify and reach the right audience for their content, in the right context, and through the right channels. Our platform utilizes data and intelligence at the core surrounded by AI-powered interconnected hubs focused on generative engine optimization, search engine optimization, paid advertising, social media management, local marketing, brand marketing, and content marketing. Each of these marketing channel hubs is uniquely designed to ensure our customers can analyze, enhance and measure website navigation and performance, content relevance and authority, and overall prospective customer interests and engagement, and most importantly show how each channel is connected to the others to provide a much needed means for our customers to optimize returns on their investm…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

80.5%Gross margin2
-5.1%Operating margin2
-4.3%Net margin2
17.7%Revenue growth, 20252
-6.6%Return on equity2
$57.8MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue19¢$86.3M
  • Research and development22¢$97.2M
  • Other costs57¢$250.8M
  • Income tax2¢$9.4M

Out of $443.6M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending3¢$1.8M
  • Kept or used elsewhere97¢$57.8M

Out of $59.6M of cash from operations.2

Financial statements

Revenue67892$443.6M in 2025+382% since 2019
0$200.0M$400.0M$600.0M2019: $92.1M$92.1M20192020: $124.9M$124.9M2020+36%2021: $188.0M$188.0M2021+51%2022: $254.3M$254.3M2022+35%2023: $307.7M$307.7M2023+21%2024: $376.8M$376.8M2024+22%2025: $443.6M$443.6M2025+18%
Gross profit67892$357.3M in 2025+414% since 2019
0$100.0M$200.0M$300.0M$400.0M2019: $69.6M$69.6M20192020: $94.9M$94.9M2020+36%2021: $146.1M$146.1M2021+54%2022: $205.8M$205.8M2022+41%2023: $255.3M$255.3M2023+24%2024: $311.3M$311.3M2024+22%2025: $357.3M$357.3M2025+15%
Operating income67892-$22.8M in 2025+177% since 2019
-$40.0M-$20.0M0$20.0M2019: -$8.2M-$8.2M20192020: -$6.1M-$6.1M2020−25%2021: -$2.5M-$2.5M2021−59%2022: -$36.4M-$36.4M2022+1359%2023: -$7.7M-$7.7M2023−79%2024: $8.3M$8.3M20242025: -$22.8M-$22.8M2025
Net income67892-$19.0M in 2025+86% since 2019
-$40.0M-$20.0M0$20.0M2019: -$10.2M-$10.2M20192020: -$7.0M-$7.0M2020−31%2021: -$3.3M-$3.3M2021−53%2022: -$33.8M-$33.8M2022+930%2023: $950.0K$950.0K20232024: $8.2M$8.2M2024+767%2025: -$19.0M-$19.0M2025
Fiscal year20182019202020212022202320242025
Revenue$92.1M6$124.9M7$188.0M8$254.3M9$307.7M2$376.8M2$443.6M2
Cost of revenue$22.5M6$29.9M7$41.9M8$48.6M9$52.3M2$65.5M2$86.3M2
Gross profit$69.6M6$94.9M7$146.1M8$205.8M9$255.3M2$311.3M2$357.3M2
Research and development$14.2M6$17.5M7$24.3M8$41.2M9$57.4M2$80.1M2$97.2M2
Operating expenses$148.6M8$242.1M9$263.0M2$303.0M2$380.1M2
Operating income-$8.2M6-$6.1M7-$2.5M8-$36.4M9-$7.7M2$8.3M2-$22.8M2
Income before tax-$3.0M8-$32.9M9$4.6M2$20.4M2-$10.1M2
Income tax$464.0K6$577.0K7$270.0K8$931.0K9$3.7M2$13.0M2$9.4M2
Net income-$10.2M6-$7.0M7-$3.3M8-$33.8M9$950.0K2$8.2M2-$19.0M2
Earnings per share-$0.116-$0.077-$0.038-$0.249$0.012$0.062-$0.132
Earnings per share (diluted)-$0.116-$0.077-$0.038-$0.249$0.012$0.062-$0.132
Shares (weighted, basic)126.6M shares8141.2M shares9142.6M shares2145.9M shares2148.5M shares2
Shares (weighted, diluted)126.6M shares8141.2M shares9146.1M shares2148.9M shares2148.5M shares2

Compare SEMrush Holdings, Inc. with another company

Corporate structure

SEMrush Holdings, Inc. sits at the top of its group. 15 entities, 12 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of SEMrush Holdings, Inc.

  • GLAZER CAPITAL, LLC Filed SCHEDULE 13G on SEMrush Holdings, Inc., latest Apr 17, 2026
  • SEMR Holdings Ltd. Filed SCHEDULE 13G/A on SEMrush Holdings, Inc., latest Apr 14, 2026 (3 filings since Feb 14, 2022)
  • Siguler Guff Advisers, LLC Filed SCHEDULE 13G/A on SEMrush Holdings, Inc., latest Apr 14, 2026 (2 filings since Oct 10, 2024)
  • Oleg Shchegolev Filed SCHEDULE 13G/A on SEMrush Holdings, Inc., latest Aug 11, 2025 (5 filings since Feb 14, 2022)
  • Dmitry Melnikov Filed SCHEDULE 13G/A on SEMrush Holdings, Inc., latest May 14, 2025 (4 filings since Feb 14, 2022)
  • CAT ROCK CAPITAL MANAGEMENT LP Filed SCHEDULE 13G/A on SEMrush Holdings, Inc., latest Feb 14, 2025 (3 filings since Feb 14, 2024)
  • Greycroft Growth II, L.P. Filed SC 13G/A on SEMrush Holdings, Inc., latest Nov 14, 2024 (3 filings since Feb 14, 2022)
  • Ancient Art, L.P. Filed SC 13G/A on SEMrush Holdings, Inc., latest Feb 14, 2024 (5 filings since Nov 10, 2021)
  • VANGUARD GROUP INC Filed SC 13G/A on SEMrush Holdings, Inc., latest Feb 13, 2024 (3 filings since Feb 10, 2022)
  • Akellai Ltd Filed SC 13G on SEMrush Holdings, Inc., latest Apr 20, 2023
  • Dorsey Asset Management, LLC Filed SC 13G/A on SEMrush Holdings, Inc., latest Apr 10, 2023 (6 filings since Oct 8, 2021)
  • FIRST SABREPOINT CAPITAL MANAGEMENT LP Filed SC 13G/A on SEMrush Holdings, Inc., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • SEMrush Holdings, Inc. Boston, Massachusetts
    • Brand 24 S.A. Subsidiary · Poland
    • Datos, Inc. (60%) Subsidiary · Delaware, United States
    • Prowly.com s. p. z o. o. Subsidiary · Poland
    • Ryte GmbH Subsidiary · Germany
    • Ryte Technology Services LLC Subsidiary · Vietnam
    • Semrush AM LLC Subsidiary · Armenia
    • Semrush B.V. Subsidiary · Netherlands
    • Semrush Canada Inc. Subsidiary · Canada
    • SEMrush CZ s.r.o. Subsidiary · Czechia
    • Semrush Development S.L.U. Subsidiary · Spain
    • Semrush France s.a.r.l. Subsidiary · France
    • Semrush RS d.o.o. Beograd Subsidiary · Serbia
    • Semrush Securities Corporation Subsidiary · Massachusetts, United States
    • Semrush UK Ltd Subsidiary · United Kingdom

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What SEMrush Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$11.2M2 Dec 31, 2025$11.1M2 Dec 31, 2024+1.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$264.3M2 Dec 31, 2025$48.9M2 Dec 31, 2024+440.7%
Marketable securities, current$5.0M2 Dec 31, 2025$186.7M2 Dec 31, 2024−97.3%
Debt securities available for sale$5.0M2 Dec 31, 2025$186.7M2 Dec 31, 2024−97.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$60.1M2 Dec 31, 2025$56.1M2 Dec 31, 2024+7.1%
Intangible assets, net (excluding goodwill)$40.7M2 Dec 31, 2025$32.1M2 Dec 31, 2024+27.1%
Finite-lived intangibles, gross$64.3M2 Dec 31, 2025$45.0M2 Dec 31, 2024+42.8%
Accumulated amortization$23.5M2 Dec 31, 2025$12.9M2 Dec 31, 2024+81.7%
Finite-lived intangibles, net$40.7M2 Dec 31, 2025$32.1M2 Dec 31, 2024+27.1%

Properties, in its own words

Our headquarters are located at 800 Boylston Street, Suite 2475, Boston, Massachusetts, USA 02199, where we lease 16,467 square feet of office space. The lease expires in 2027. We use this facility for administration, sales and marketing, technology and development, and professional services. Additionally, we lease 15,950 square feet of office space in Prague, Czech Republic, 24,703 square feet of office space in Barcelona, Spain, 16,921 square feet of office space in Amsterdam, Netherlands, 3,555

square feet of office space in Limassol, Cyprus, and 5,022 square feet of office space in Dallas, Texas. The leases expire at various dates through 2030. We rent serviced office spaces with 25 or more desks in Belgrade, Serbia, Munich, Germany, and Berlin, Germany. The service office contracts expire at various dates through 2027. We believe that these facilities are generally suitable to meet our current needs.

The rest of Item 2

We lease space in data centers in the US and Poland. We also rely on third-party owned and managed virtual cloud environments, including locations in the US and in western Europe. Our data center leases expire between fiscal years 2027 and 2028. We have excess capacity built into our primary data center leases to accommodate infrastructure growth within the lease periods should we need to add more space or power to our existing footprint. See Note 4 “Leases” to the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information on our data centers.

Item 2 of the 10-K filed Mar 2, 2026.5

Leadership

Who has led SEMrush Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (16)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Brand 24 S.A. Poland4
  • Datos, Inc. (60%) Delaware4
  • Prowly.com s. p. z o. o. Poland4
  • Ryte GmbH Germany4
  • Ryte Technology Services LLC Vietnam4
  • SEMrush CZ s.r.o. Prague, Czech Republic4
  • Semrush AM LLC Armenia4
  • Semrush B.V. Netherlands4
  • Semrush Canada Inc. Canada4
  • Semrush Development S.L.U. Spain4
  • Semrush France s.a.r.l. France4
  • Semrush GmbH Germany4
  • Semrush Inc. Delaware4
  • Semrush RS d.o.o. Beograd Serbia4
  • Semrush Securities Corporation Massachusetts4
  • Semrush UK Ltd United Kingdom4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Apr 28, 20268-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights34
  2. Mar 2, 20268-K Results of operations35
  3. Feb 3, 20268-K Shareholder vote36
  4. Jan 26, 20268-K Other events37
  5. Nov 26, 20258-K Executive or director change38
  6. Nov 19, 20258-K Entered a material agreement39
  7. Nov 5, 20258-K Results of operations40
  8. Aug 4, 20258-K Results of operations; Other events41
  9. Aug 4, 20258-K Executive or director change42
  10. Jun 11, 20258-K Executive or director change; Shareholder vote43
  11. May 7, 20258-K Results of operations44
  12. May 5, 20258-K Executive or director change; Regulation FD disclosure45
  13. Mar 11, 2025New chief executive William R. Wagner becomes CEO13
  14. Mar 24, 2021New chief executive Oleg Shchegolev becomes CEO14

Calendar

When it reported results

  1. Mar 2, 2026Reported quarterly or annual results35
  2. Nov 5, 2025Reported quarterly or annual results40
  3. Aug 4, 2025Reported quarterly or annual results41
  4. May 7, 2025Reported quarterly or annual results44
  5. Feb 26, 2025Reported quarterly or annual results46
  6. Nov 7, 2024Reported quarterly or annual results47
  7. Oct 1, 2024Reported quarterly or annual results48
  8. Aug 5, 2024Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

553 filings to the SEC since October 2021: 6 annual reports, 13 quarterly reports, 41 major events, 356 insider forms, 43 large holders, 94 other. The latest 20:

  1. May 8, 202615-12G EDGAR
  2. Apr 28, 2026S-8 POS EDGAR
  3. Apr 28, 2026S-8 POS EDGAR
  4. Apr 28, 2026S-8 POS EDGAR
  5. Apr 28, 2026S-8 POS EDGAR
  6. Apr 28, 20268-K EDGAR
  7. Apr 28, 20264 EDGAR
  8. Apr 28, 20264 EDGAR
  9. Apr 28, 20264 EDGAR
  10. Apr 28, 20264 EDGAR
  11. Apr 28, 20264 EDGAR
  12. Apr 28, 20264 EDGAR
  13. Apr 28, 20264 EDGAR
  14. Apr 28, 20264 EDGAR
  15. Apr 28, 20264 EDGAR
  16. Apr 28, 20264 EDGAR
  17. Apr 28, 20264 EDGAR
  18. Apr 28, 20264 EDGAR
  19. Apr 28, 20264 EDGAR
  20. Apr 17, 202610-K/A EDGAR

The 553 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

303 open-market trades by officers, directors and large owners since October 2021: 2 buys and 301 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 13, 2026Levin EugeniePresidentSale404,249$11.91$4.8MForm 4
Mar 9, 2026Shchegolev OlegChief Technology OfficerSale200,000$11.93$2.4MForm 4
Mar 5, 2026Mason David WChief Legal OfficerSale97,372$11.93$1.2MForm 4
Mar 2, 2026Warden AndrewChief Marketing OfficerSale41,249$11.81$487.2KForm 4
Feb 10, 2026Melnikov DmitryDirectorBuy66,667Form 4
Feb 10, 2026Shchegolev OlegChief Technology OfficerBuy144,000Form 4
Jan 7, 2026Melnikov DmitryDirectorSale1,399$11.90$16.6KForm 4
Dec 16, 2025Mulroy BrianChief Financial OfficerSale100,078$11.86$1.2MForm 4
Dec 15, 2025Warden AndrewChief Marketing OfficerSale26,765$11.86$317.4KForm 4
Dec 8, 2025Warden AndrewChief Marketing OfficerSale196,115$11.84$2.3MForm 4
Oct 1, 2025Melnikov DmitryDirectorSale1,408$7.15$10.1KForm 4
Aug 27, 2025Warden AndrewChief Marketing OfficerSale7,000$7.77$54.4KForm 4
Jul 22, 2025Vranesh MarkDirectorSale5,000$10.00$50.0KForm 4
Jul 2, 2025Melnikov DmitryDirectorSale1,406$8.84$12.4KForm 4
Jun 6, 2025Mulroy BrianChief Financial OfficerSale20,000$10.43$208.6KForm 4
Jun 3, 2025Baird AnnaDirectorSale20,000$10.00$200.0KForm 4
Jun 3, 2025Mason David WChief Legal OfficerSale7,500$10.03$75.2KForm 4
May 20, 2025Shchegolev OlegChief Technology OfficerSale2,500,000$10.01$25.0MForm 4
May 13, 2025Warden AndrewChief Marketing OfficerSale10,656$10.89$116.0KForm 4
May 12, 2025Warden AndrewChief Marketing OfficerSale7,344$10.81$79.4KForm 4

All 303 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Oleg ShchegolevCo-Founder and Chief Executive Officer44$8.0M$8.0M63
2024Brian MulroyChief Financial Officer46$408.1K$4.4M63
2024Eugene LevinPresident37$383.1K$3.8M63
2024Vitalii ObishchenkoChief Operating Officer$391.4K$3.7M63
2024Andrew WardenChief Marketing Officer41$400.0K$3.2M63
2023Brian MulroyChief Financial Officer46$284.6K$4.7M63
2023Oleg ShchegolevCo-Founder and Chief Executive Officer44$2.0M$4.4M63
2023Vitalii ObishchenkoChief Operating Officer$388.5K$2.9M63
2023Eugene LevinPresident37$370.5K$2.9M63
2022Oleg ShchegolevCo-Founder and Chief Executive Officer44$4.5M$6.0M63
2022Eugene LevinPresident37$341.2K$2.9M63

SEC filer profile

How SEMrush Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSEMrush Holdings, Inc.1
  • CIK0001831840
  • Employer ID (EIN)84-40532655
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address800 Boylston Street, Suite 2475, Boston, MA 021991
  • Phone800-851-99591
  • Shares outstanding130,339,390 Common Class A shares; 20,619,818 Common Class B shares as of Feb 24, 20265
  • Public float$562.7M as of Jun 30, 20255
  • AuditorErnst & Young LLP, Boston, Massachusetts PCAOB ID 42; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceNov 23, 20201
  • Filings625 in all: 4 (358), 144 (51), 8-K (47), SC 13G/A (26), 3 (20), DEFA14A (18), 4/A (16), 10-Q (15)1
    All 37 form types

    SC 13G (12), SCHEDULE 13G/A (8), CORRESP (7), 10-K (5), DEF 14A (4), S-8 (4), S-8 POS (4), ARS (3), UPLOAD (3), 424B4 (2), DRS (2), EFFECT (2), S-1 (2), 10-K/A (1), 144/A (1), 15-12G (1), 25-NSE (1), 5 (1), 8-A12B (1), 8-K/A (1), CERT (1), DEFM14A (1), DEFR14A (1), DRS/A (1), DRSLTR (1), PRE 14A (1), PREM14A (1), S-1/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 2, 2026
    Quarterly report (10-Q) Nov 10, 2025
    Proxy statement (DEF 14A) Apr 17, 2025
    Latest 8-K (8-K) Apr 28, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, $0.00001 par value per shareSEMRThe New York Stock Exchange

From the cover page of the 10-K filed Mar 2, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks SEMrush Holdings, Inc. names in Item 1A of its 10-K filed Mar 2, 2026: 49 risks under these headings, as written.5

  • Risks Related to the Proposed Acquisition by Adobe
  • The pending transaction with Adobe may be delayed or not occur at all for a variety of reasons, including that the Merger Agreement (as defined below) is terminated, and the failure to complete the Merger (as defined below) could adversely affect our business, results of operations, financial condition, and the market price of our common stock.
  • Efforts to complete the Merger could disrupt our relationships with third parties and employees, divert management’s attention, or result in negative publicity or legal proceedings, any of which could negatively impact our operating results and ongoing business.
  • While the Merger Agreement is in effect, we are subject to restrictions on our business activities.
  • Litigation has arisen, and more could arise, in connection with the Merger; such litigation against us could result in substantial costs, an injunction preventing the completion of the Merger and/or a judgment resulting in the payment of damages.
  • Other Most Material Risks to Us
  • We derive, and expect to continue to derive, substantially all of our revenue and cash flows from our paying customers with premium subscriptions, and our business and operating results may be negatively affected if our paying customers do not renew their premium subscriptions.
  • Our business and operating results may be negatively affected if our paying customers do not upgrade and/or retain their premium subscriptions or if they fail to purchase additional products.
  • If we fail to attract new potential customers, register them for free trials, and convert them into paying customers, our operating results would be negatively affected. Additionally, our sales expenses may increase and our average sales cycles may lengthen and become less predictable as our customer base continues to expand to include larger enterprise customers.
  • The market in which we operate is intensely competitive, and if we do not innovate and compete effectively, our ability to attract and retain customers could be harmed, which would negatively impact our business and operating results.
  • We have incurred losses in the past and may not consistently maintain profitability in the future.
  • Our platform and products depend in part on publicly available, internally developed, and paid third-party data sources, and, if we lose access to data provided by such data sources or the terms and conditions on which we obtain such access become less favorable, our business could suffer.
The other 39 risks
  • Risks Related to Our Business
  • Our ability to introduce new products, tools, and add-ons is dependent on adequate research and development resources. If we do not adequately fund our research and development efforts or use product and development teams effectively, our business and operating results may be harmed.
  • If we are unable to maintain and enhance our brand, or if events occur that damage our reputation and brand, our ability to maintain and expand our customer base may be impaired, and our business and financial results may be harmed.
  • We depend on our executive officers and other key employees, and the loss of one or more of these employees could harm our business.
  • Changes by search engines, artificial intelligence services, social networking sites, and other third-party services to their underlying technology configurations or policies regarding the use of their platforms and/or technologies for commercial purposes, including anti-spam policies, may limit the efficacy of certain of our products, tools, and add-ons and as a result, our business may suffer.
  • If third-party applications change such that we do not or cannot maintain the compatibility of our platform with these applications or if we fail to integrate with or provide third-party applications that our customers desire to use with our products, demand for our solutions and platform could decline.
  • If we fail to maintain and improve our methods and technologies, or fail to anticipate new methods or technologies for data collection and analysis, hardware, software, and software-related technologies, competing products and services could surpass ours in depth, breadth, or accuracy of our data, the insights that we offer or in other respects, which could result in a loss of customers, impact our ability to acquire new customers, and harm our business and financial results.
  • If we fail to anticipate and adapt to new and increasingly prevalent social media platforms, and the growing use of artificial intelligence platforms, other competing products and services that do so more effectively could surpass us and lead to decreased demand for our platform and products.
  • Failures or loss of, or material changes with respect to, the third-party hardware, software, and infrastructure on which we rely, including third-party data center hosting facilities and third-party distribution channels to support our operations, could adversely affect our business.
  • If the security of the confidential information or personal information of our customers on our platform is breached or otherwise subjected to unauthorized access or disclosure, our reputation may be harmed, and we may be exposed to significant liability.
  • Technical problems or disruptions that affect either our customers’ (and their users’) ability to access our platform and products, or the software, internal applications, database, and network systems underlying our platform and products, could damage our reputation and brands, lead to reduced demand for our platform and products, lower revenues, and increased costs.
  • The use of artificial intelligence and other new and evolving technologies in our offerings and operations may result in spending material resources and presents risks and challenges that can impact our business including by posing security and other risks to our confidential information, proprietary information and personal information, and as a result we may be exposed to reputational harm and liability.
  • We are exposed to risks associated with payment processing and any disruption to such processing systems could adversely affect our business and results of operations.
  • A significant portion of our operations is located outside of the United States, which subjects us to additional risks, including increased complexity, the costs of managing international operations, geopolitical instability, and fluctuations in currency exchange rates.
  • Adverse or weakened general economic and market conditions may reduce spending on sales and marketing technology and information technology, which could harm our revenue, results of operations, and cash flows.
  • As we acquire and invest in companies or technologies, we may not realize expected business or financial benefits and the acquisitions or investments could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our business, results of operations, and financial condition.
  • We may be subject to litigation for any of a variety of claims, which could harm our reputation and adversely affect our business, results of operations, and financial condition.
  • Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and harm our results of operations.
  • Increases in labor costs, including wages, and an overall tightening of the labor market, could adversely affect our business, results of operations or financial condition.
  • Our business would be adversely affected if our contract workers were classified as employees.
  • We could be required to collect additional sales and other similar taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our subscriptions and adversely affect our operating results.
  • Risks Related to the Regulatory Framework that Governs Us
  • If the use of cookies or other tracking technologies becomes subject to unfavorable legislation or regulation, is restricted by internet users or other third parties or is blocked or limited by users or by technical changes on end users’ devices, our activities could be restricted including, our ability to attract new customers, convert traffic to paying customers and to develop and provide certain products could be diminished or eliminated.
  • Federal, state, and foreign laws regulate internet tracking software, the sending of commercial emails and text messages, sales activities, and other activities, which could impact the use of our platform and products, and potentially subject us to regulatory enforcement or private litigation.
  • We are required to comply with U.S. economic sanctions, export control and anti-corruption laws, and regulations that could impair our ability to compete in international markets or expose us to liability if we were to violate such laws and regulations.
  • Failure to maintain effective internal controls over financial reporting in accordance with Section 404 of Sarbanes-Oxley Act of 2002, as amended (“SOX”) could impair our ability to produce timely and accurate financial statements or comply with applicable regulations and have a material adverse effect on our business. In the future, our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
  • Unanticipated changes in our effective tax rate and additional tax liabilities may impact our financial results.
  • Our international operations may subject us to greater than anticipated tax liabilities.
  • Risks Related to Our Intellectual Property
  • We may not be able to adequately protect our proprietary and intellectual property rights in our data or technology.
  • If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected.
  • Our use of “open source” software could negatively affect our ability to offer and sell access to our platform and products, and subject us to possible litigation.
  • Risks Related to Ownership of Our Class A Common Stock
  • An active public market for our Class A common stock may not be sustained and could be highly volatile, and you may not be able to resell your shares at or above your original purchase price, if at all. You may lose all or part of your investment.
  • The issuance of additional stock in connection with financings, acquisitions, investments, our stock incentive plans or otherwise will dilute all other stockholders.
  • If we do not meet the expectations of equity research analysts, if they do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our Class A common stock, the price of our Class A common stock could decline.
  • The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of our IPO, including our directors, executive officers, and their affiliates, who as of December 31, 2025 held in the
  • aggregate 78% of the voting power of our capital stock, which will limit your ability to influence corporate matters.
  • We cannot guarantee that our share repurchase program will be consummated at favorable prices or fully consummated, or that the program will enhance long-term shareholder value; and share repurchases could increase the volatility of the trading price of our Class A common stock and diminish our cash reserves.
  • We do not expect to declare any dividends in the foreseeable future.
  • General Risk Factors
  • Provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current Board, and limit the market price of our Class A common stock.
  • Our third amended and restated bylaws designate certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could
  • limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Legal proceedings

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. For example, in October 2025 the Company became party to stockholder class action and derivative complaint regarding the 2025 Repurchase Program and the Company became subject to the Lawsuits described in the Risk Factors. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the ultimate costs to resolve any pending matter will not have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

The opening of Item 3, Legal Proceedings.5

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