Nov 19, 2025 9:08 AM Eastern Standard TimeSEMR Stock Alert: Halper Sadeh LLC is Investigating Whether the Sale of Semrush Holdings, Inc. is Fair to ShareholdersShareShareholders should contact the firm immediately as there may be limited time to enforce your rights.NEW YORK--(BUSINESS WIRE)--Halper Sadeh LLC, an investor rights law firm, is investigating whether the sale of Semrush Holdings, Inc. (NYSE: SEMR) to Adobe for $12.00 per share is fair to Semrush shareholders.Halper Sadeh encourages Semrush share ...

（原标题：营销软件服务商SEMrush(SEMR.US)盘前暴涨！获Adobe(ADBE.US)19亿美元收购） 智通财经APP获悉，Adobe(ADBE.US)已同意以19亿美元收购营销软件服务商SEMrush(SEMR.US)，这 是2022年以200亿美元收购Figma的交易失败后Adobe首次宣布收购计划。Adobe在声明中表示，这笔全 现金交易对SEMrush的估值为每股12美元，预计将于2026年上半年完成。受此消息提振，截至发稿， SEMrush周三美股盘前暴涨超74%，报11.79美元。 据悉，SEMrush是一个允许企业分析和优化其在线营销(包括公司在AI搜索结果中的呈现方式)的平台。 Adobe在周三的声明中称，收购该公司将有助于提供"一套全面解决方案，使营销人员能够全方位了解 其品牌在自有渠道、大型语言模型、传统搜索引擎及更广泛网络中的呈现方式"。 Adobe以Photoshop等创意工作者使用的软件闻名，该公司同时也提供一套营销与分析工具，这些工具正 为其带来越来越多的收入。然而，由于市场担忧人工智能的进步会削弱其核心业务，Adobe股价今年持 续承压。截至周二收盘，该公司市值年内已蒸 ...

Adobe to acquire Semrush for $12 a share. ...

Adobe CEO Shantanu Narayen at a conference last month in Los Angeles. - Mark Von Holden/AP Content Services for Adobe Adobe struck a $1.9 billion deal to acquire Semrush, a software platform that helps businesses run better search-engine optimization as reliance on artificial intelligence increases. The details A deal was announced Wednesday, confirming an earlier report by The Wall Street Journal. Most Read from The Wall Street Journal Adobe said it will pay $12 a share in all cash for Semrush, which ...

Adobe is leading customer experience orchestration in the agentic AI era with comprehensive solutions spanning content supply chain, customer engagement and brand visibility. Adobe enables 99% of the Fortune 100, including The Coca-Cola Company, General Motors and IBM, to use AI to transform the way they work. Brand visibility is top of mind for Chief Marketing Officers as consumers increasingly turn to LLMs, such as ChatGPT and Google's Gemini, for information, recommendations and purchase decisions. As ge ...

Adobe Inc. is nearing a deal to buy the marketing software company Semrush Holdings Inc. for $1.9 billion, the Wall Street Journal reported, a takeover that would mark its first since the failed $20 billion acquisition of Figma Inc. in 2022. https://t.co/GKAT98PeeT ...

By Zaheer Kachwala (Reuters) -Adobe will acquire software platform Semrush for $1.9 billion, the companies said on Wednesday, as the Photoshop ​maker looks to strengthen its marketing tools and attract brands with generative artificial ‌intelligence products. The company will pay $12 per share in cash for Semrush, representing a premium of around 77.‌5% to its stock's last closing price. Semrush shares jumped 74% to $11.79. Semrush designs and develops AI software that helps companies with search engine ...

Revenue and Customer Metrics - As of September 30, 2025, the company reported an Annual Recurring Revenue (ARR) of $455.4 million from approximately 114,000 paying customers, an increase from $400.7 million in ARR from about 117,000 paying customers as of September 30, 2024[126]. - The company generated combined revenues of $56.1 million and $167.8 million from customers in the United States and United Kingdom for the three and nine months ended September 30, 2025, respectively, compared to $53.5 million and $153.8 million for the same periods in 2024[122]. - The company experienced a decrease of approximately 2,000 paying customers during the three months ended September 30, 2025, primarily due to macro-economic pressures and increased costs in the market[126]. - Revenue for the three months ended September 30, 2025, increased by $14.7 million (15%) to $112.1 million compared to $97.4 million in 2024, while revenue for the nine months increased by $51.8 million (19%) to $326.0 million compared to $274.2 million in 2024[159]. - The company’s ARR per paying customer increased to $4,000 as of September 30, 2025, up from $3,414 as of September 30, 2024[159]. Financial Performance - Non-GAAP income from operations for the nine months ended September 30, 2025, was $38.3 million, compared to $34.0 million for the same period in 2024[140]. - The non-GAAP income from operations margin was 11.8% for the nine months ended September 30, 2025, compared to 12.4% for the same period in 2024[141]. - The net loss attributable to Semrush Holdings, Inc. for the nine months ended September 30, 2025, was $7,859,000, compared to a net income of $4,891,000 in 2024[157]. - Free cash flow for the nine months ended September 30, 2025, was $31,974,000, up from $25,810,000 in 2024, representing a growth of 24.5%[143]. - Revenue for the nine months ended September 30, 2025, reached $325,985,000, a 19.0% increase from $274,173,000 in 2024[157]. Operating Expenses - Total operating expenses for the nine months ended September 30, 2025, were $271,693,000, compared to $220,941,000 in 2024, reflecting a 23.0% increase[157]. - Research and development expenses for the nine months ended September 30, 2025, were $71,421,000, up from $58,775,000 in 2024, indicating a 21.5% increase[157]. - Sales and marketing expenses for the nine months ended September 30, 2025, totaled $130,659,000, compared to $104,610,000 in 2024, marking a 24.9% increase[157]. - Cost of revenue for the three months ended September 30, 2025, increased by $5.2 million (30%) to $22.2 million compared to $17.1 million in 2024, and for the nine months, it increased by $16.5 million (35%) to $63.2 million compared to $46.7 million in 2024[161][162]. - General and administrative expenses for the three months ended September 30, 2025, increased by $3.5 million (17%) to $24.3 million compared to $20.8 million in 2024, and for the nine months, it rose by $12.1 million (21%) to $69.6 million compared to $57.6 million in 2024[167][169]. Cash Flow and Liquidity - Net cash provided by operating activities for the nine months ended September 30, 2025, was $44,687,000, an increase of 27.5% compared to $35,063,000 in 2024[143]. - As of September 30, 2025, the company had cash and cash equivalents of $80.8 million and short-term investments of $194.9 million[173]. - The company believes its existing cash, cash equivalents, and short-term investments will be sufficient to meet its operating and capital needs for at least the next 12 months[174]. - Net cash used in investing activities for the nine months ended September 30, 2025, was $12.2 million, significantly lower than $51.1 million for the same period in 2024, indicating a decrease of 76.1%[179][180]. - Net cash used in financing activities for the nine months ended September 30, 2025, was $1.6 million, compared to a net cash provided of $2.0 million for the same period in 2024[182]. Strategic Initiatives - The company plans to continue investing in product development and generative AI to enhance its technological capabilities and expand its offerings, including the new Enterprise AIO and AI Toolkits[133]. - The company plans to continue investing in research and development to enhance AI-specific products and improve customer experience[150]. - The company authorized a share repurchase program on July 31, 2025, allowing for the repurchase of up to $150.0 million of Class A common stock, although no shares were repurchased by September 30, 2025[183]. Market and Economic Conditions - The dollar-based net revenue retention rate was approximately 105% as of September 30, 2025, down from 106% as of December 31, 2024, indicating temporary pressures due to market softness[130]. - The company incurred significant expenses outside the United States, primarily in euros, exposing it to foreign currency exchange risk[190]. - The company has not engaged in hedging foreign currency transactions to date but may evaluate this as international operations expand[192][193]. - An immediate 10% decrease in the relative value of the U.S. dollar to the euro could result in a $10.0 million gain or loss on the company's financial statements[190].

Financial Data and Key Metrics Changes - Semrush reported revenue of $112.1 million for Q3 2025, with a non-GAAP operating margin of 12.6% and cash flow from operations of $21.9 million [5][17][19] - Annual recurring revenue (ARR) increased by 14% year over year, reaching $455.4 million, with a sequential growth of $20 million [17][18] - Average ARR per paying customer rose to $4,000, marking a 17% increase compared to the same quarter last year, the highest growth in 13 quarters [18] Business Line Data and Key Metrics Changes - The enterprise customer segment experienced a 33% year-over-year growth in ARR, driven by strong adoption of new enterprise products [5][18] - AI products contributed $10 million in ARR during the quarter, more than doubling from Q2 to Q3 [5][12] - The number of customers spending over $50,000 annually increased by 72% year over year [18] Market Data and Key Metrics Changes - The digital landscape has become more competitive, with search engines driving traffic and transactions, creating opportunities for Semrush [6][8] - Google remains the dominant search engine, with over 5 trillion searches annually, representing more than 90% of daily searches [8] Company Strategy and Development Direction - Semrush is focusing on expanding its AI product portfolio and targeting enterprise customers to drive long-term growth [17][23] - The company aims to combine traditional SEO with AI optimization to enhance discoverability and brand visibility [10][12] - The launch of Semrush One integrates AI and SEO capabilities into a single platform, aiming to set a new industry benchmark [14][15] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the company's ability to drive durable growth and profitability, particularly through AI and enterprise initiatives [23][24] - The company anticipates continued momentum in AI adoption and expects to approach $30 million in ARR from AI products by year-end [12][23] Other Important Information - Cash, cash equivalents, and short-term investments totaled $275.7 million, reflecting strong free cash flow generation [20][23] - The company reiterated its full-year guidance for revenue growth of approximately 18% and a non-GAAP operating margin of around 12% [21][22] Q&A Session Summary Question: What is different about Semrush One compared to traditional SEO products? - Semrush One integrates workflows across SEO and AI capabilities, providing a holistic view of how both work together [25][26] Question: What drove the strong net new ARR in Q3 compared to Q2? - The strong net new ARR was driven by the adoption of enterprise and AI products, with a significant increase in ARR from AI solutions [27][28] Question: What are the key drivers for growth heading into fiscal 2026? - Key drivers include organic growth, new product launches, and improvements in the go-to-market strategy [29][30] Question: How is pricing structured for new AI and enterprise products? - The pricing model is hybrid, including per-seat pricing, usage pricing, and pricing for add-on capabilities [31][32] Question: What is the company's approach to capital allocation? - The company prioritizes organic investment in AI and enterprise, while also considering M&A opportunities and share repurchase programs [33][35] Question: Is there a seasonal trend in ARR build for the fourth quarter? - The enterprise segment is expected to build momentum in the back half of the year, aligning with typical enterprise SaaS dynamics [36][37] Question: How are AI and traditional SEO growth linked? - The growth of AI and traditional SEO is increasingly interconnected, as marketers need both to succeed [38][39] Question: What is the competitive landscape for AI optimization? - Semrush maintains a competitive edge due to its established foundation in SEO, comprehensive data set, and brand recognition [40][41] Question: Is there new interest from non-traditional SEO customers for AI products? - There is growing interest from both new and existing customers, particularly as AI becomes a focal point in boardrooms [42][43]

Core Insights - SEMrush Holdings, Inc. reported quarterly earnings of $0.08 per share, matching the Zacks Consensus Estimate, and showing an increase from $0.06 per share a year ago [1] - The company achieved revenues of $112.08 million for the quarter ended September 2025, exceeding the Zacks Consensus Estimate by 0.49% and up from $97.41 million year-over-year [2] - SEMrush shares have declined approximately 40.4% year-to-date, contrasting with the S&P 500's gain of 15.1% [3] Earnings Performance - The earnings surprise for the previous quarter was -37.5%, as the company reported earnings of $0.05 per share against an expectation of $0.08 [1] - Over the last four quarters, SEMrush has not surpassed consensus EPS estimates [1] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $0.10 on revenues of $118.46 million, and for the current fiscal year, it is $0.33 on revenues of $443.3 million [7] - The estimate revisions trend for SEMrush was unfavorable prior to the earnings release, resulting in a Zacks Rank 4 (Sell) for the stock, indicating expected underperformance in the near future [6] Industry Context - The Internet - Software industry, to which SEMrush belongs, is currently ranked in the top 34% of over 250 Zacks industries, suggesting a favorable outlook compared to lower-ranked industries [8]