SEMrush Holdings, Inc.SEMR

SEMrush Holdings, Inc. Commitments Disclosure

10-KFiled Mar 2, 20262 min read
Commitments and Contingencies
Data Providers
The Company has commitments with certain data providers expiring at various dates through 2028. As of December 31, 2025, future commitments for data services are as follows:
As of December 31, 2025
2026$16,480 
20271,138 
2028 and thereafter369 
Total$17,987 
Litigation
From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its 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, the Company currently believes that the ultimate costs to resolve any pending matter will not have a material adverse effect on its business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
Indemnification
The Company typically enters into indemnification agreements with customers in the ordinary course of business. Pursuant to these agreements, the Company indemnifies and agrees to reimburse the indemnified party for losses suffered or incurred as a result of claims of intellectual property infringement and from time to time, for a more limited number of customer agreements, there may be broader indemnification obligations for third party claims arising from violations of applicable law, breaches of confidentiality obligations, and other similar obligations. These indemnification agreements are provisions of the applicable customer agreement. Based on when clients first sign an agreement for the Company’s service, the maximum potential amount of future payments the Company could be required to make under certain of these indemnification agreements may be unlimited. Based on historical experience and information known as of December 31, 2025, the Company has not incurred any costs for the above guarantees and indemnities.
In certain circumstances, the Company warrants that its services will perform in all material respects in accordance with its standard published specification documentation in effect at the time of delivery of the services to the customer for the term of the agreement, will not introduce viruses or other malicious code to the customer, and that the services do not infringe third party intellectual property rights. To date, the Company has not incurred significant expense under its warranties and, as a result, the Company believes the estimated fair value of these agreements is immaterial.

Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Mar 3, 2025
2023Mar 7, 2024
2022Mar 15, 2023
2021Mar 18, 2022

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.

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