Semrush Holdings, Inc. (NYSE: SEMR) (“Semrush”, or the “Company”), a leading online visibility management SaaS platform, announced today an extension of the early lock-up expiration date pursuant to the terms of lock-up agreements entered into with the underwriters (the “lock-up agreements”) of Semrush’s initial public offering (“IPO”) of Class A common stock until the close of trading one business day following the release of earnings for the second quarter of 2021.
In connection with the Company’s IPO, all of its executive officers, directors, and substantially all of the holders of the Company’s common stock, or securities exercisable for or convertible into the Company’s Class A and Class B common stock outstanding immediately prior to the IPO (the “securities”) entered into lock-up agreements that restrict their ability to sell or transfer their securities, or otherwise engage in certain transactions related to their securities, for a period of up to 180 days after March 24, 2021 (the “lock-up period”).
Pursuant to the terms of the lock-up agreements, the lock-up period will end with respect to 33% of the securities subject to each lock-up agreement on June 22, 2021, which falls within the Company’s quarterly blackout period. Therefore, in accordance with the terms of the lock-up agreements, the lock-up period with respect to 33% of the securities subject to each lock-up agreement as of such date will end one business day following the release of earnings for the second quarter of 2021, which date will be separately announced (the “early lock-up expiration extension date”).
The Company estimates that, based on the number of shares of the Company’s common stock, which as of June 22, 2021 are (i) outstanding or (ii) subject to stock options that have vested, approximately 42.4 million shares of the Company’s common stock may become eligible for sale in the public market at the open of trading on the day following the early lock-up expiration extension date, subject to applicable volume and other restrictions of Rule 144 of the Securities Act of 1933, as amended.