SEMrush Holdings, Inc.SEMR

SEMrush Holdings, Inc. Earnings Per Share Disclosure

10-KFiled Mar 2, 20262 min read
Net (Loss) Income Per Share
The Company computes net (loss) income per share using the two-class method. Undistributed earnings are allocated between Class A and Class B common stock on a one-to-one basis. As a result, basic and diluted net (loss) income per share of Class A common stock and share of Class B common stock are equivalent. Diluted net (loss) income per share gives effect to all potentially dilutive securities, including stock options, Restricted Stock Units (“RSUs”), Performance Stock Units (“PSUs”), and Restricted Stock Awards (“RSAs”).
For the year ended December 31, 2025, basic and diluted net loss per share are the same, as the effect of potentially dilutive securities was anti-dilutive due to the net loss incurred. For the years ended December 31, 2024 and 2023, diluted net income per share included the dilutive impact of all potentially dilutive securities.
The following table presents a reconciliation of weighted-average shares outstanding used in the calculation of basic and diluted net (loss) income per share:
Year ended December 31,
202520242023
Weighted-average shares outstanding:
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders — basic148,539,990 145,864,755 142,593,000 
Dilutive effect of share equivalents resulting from stock options— 1,823,191 3,403,051 
Dilutive effect of share equivalents resulting from RSUs and RSAs— 1,173,900 69,282 
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders — diluted148,539,990 148,861,846 146,065,333 
    
The following potentially dilutive common stock equivalents have been excluded from the calculation of diluted weighted-average shares outstanding for the periods presented:
Year ended December 31,
2025
2024
2023
Stock options4,881,707 2,224,938 3,748,877 
RSUs, PSUs, and RSAs8,318,737 626,741 1,558,847 
Total13,200,444 2,851,679 5,307,724 
For the years ended December 31, 2025, 2024, and 2023, 1,011,278, 1,128,021, and 1,077,726 shares of Class A common stock potentially issuable under PSUs were excluded from the table above, respectively. The performance-based conditions had not been met and were deemed improbable of achievement as of the reporting period end date. See Note 14 “Stock-Based Compensation” for additional information regarding the Company’s PSUs.
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Historical Timeline

Fiscal YearFiled
2025Mar 2, 2026Showing above
2024Mar 3, 2025

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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