SEMRHIGH SIGNALMANAGEMENT10-K

SEMR entered into a merger agreement to be acquired by Adobe for an undisclosed amount, representing a fundamental change in corporate structure.

This acquisition announcement represents a liquidity event for shareholders and validates SEMR's strategic value in the online visibility management space. The merger introduces execution risk and operational constraints during the pending period, but typically signals a premium valuation for existing shareholders.

Comparing 2026-03-02 vs 2025-03-03View on EDGAR →
FINANCIAL ANALYSIS

SEMR showed mixed financial performance with strong top-line growth of 17.7% to $443.6M and improved operating cash flow of 26.8%, but profitability deteriorated significantly as the company swung from $8.3M operating income to a $22.8M loss due to increased R&D spending. The dramatic 440% increase in cash to $264.3M likely reflects financing related to the pending Adobe acquisition, while higher current liabilities suggest increased operational complexity during the merger process.

FINANCIAL STATEMENT CHANGES
Cash & Equivalents
Balance Sheet
+440.7%
$48.9M→$264.3M

Cash position surged 440.7% — strong cash generation or capital raise providing significant financial cushion.

Operating Income
P&L
-374.6%
$8.3M→-$22.8M

Operating income deteriorated sharply — investigate whether driven by one-time charges or structural cost issues.

Net Income
P&L
-330.2%
$8.2M→-$19.0M

Net income declined 330.2% — review whether driven by operations, interest costs, or non-recurring items.

Accounts Receivable
Balance Sheet
+195.8%
$9.0M→$26.5M

Receivables surged 195.8% — revenue recognized but not yet collected; watch for collection issues or channel stuffing.

Capital Expenditure
Cash Flow
-52.8%
$3.8M→$1.8M

Capex reduced 52.8% — investment cycle winding down or capital discipline; may improve near-term free cash flow.

Current Liabilities
Balance Sheet
+35%
$114.1M→$154.1M

Current liabilities surged 35% — significant near-term obligations; verify ability to meet short-term debt.

Total Liabilities
Balance Sheet
+30.9%
$124.6M→$163.1M

Liabilities grew 30.9% — significant increase in debt or obligations, assess impact on financial flexibility.

Operating Cash Flow
Cash Flow
+26.8%
$47.0M→$59.6M

Operating cash flow grew 26.8% — strong conversion of earnings to cash, healthy business fundamentals.

R&D Expense
P&L
+21.3%
$80.1M→$97.2M

R&D investment increased 21.3% — signals commitment to future product development, though near-term margin impact.

Revenue
P&L
+17.7%
$376.8M→$443.6M

Revenue growing 17.7% — solid top-line momentum, watch margins for quality of growth.

LANGUAGE CHANGES
NEW — 2026-03-02
PRIOR — 2025-03-03
ADDED
As of February 24, 2026, there were 130,339,390 shares of the registrant s Class A Common Stock and 20,619,818 shares of the registrant s Class B Common Stock, $0.00001 par value per share, outstanding.
Management's Discussion and Analysis of Financial Condition and Results of Operations 57 Item 7A.
The proposed acquisition by Adobe may be delayed or not occur at all for a variety of reasons, efforts to complete the merger with Adobe could disrupt our business and operations, impact our ability to attract or retain personnel, disrupt our business relationships with customers, suppliers, service providers, result in negative publicity or litigation, and the pendency of the transaction subjects us to restrictions on our business activities.
Pending Acquisition On November 18, 2025, we entered into an Agreement and Plan of Merger (the Merger Agreement ) by and among the Company, Adobe, and Fenway Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Adobe ( Merger Sub ).
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the Merger ), with the Company surviving the Merger as a wholly owned subsidiary of Adobe.
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REMOVED
As of February 24, 2025, there were 126,141,031 shares of the registrant s Class A Common Stock and 20,908,410 shares of the registrant s Class B Common Stock, $0.00001 par value per share, outstanding.
Management's Discussion and Analysis of Financial Condition and Results of Operations 51 Item 7A.
As of December 31, 2024 and 2023, our differentiated platform empowered more than 1,049,000 and 1,041,000 active free customers, respectively, and approximately 117,000 and 108,000 paying customers, respectively, in over 150 countries.
Our multi-price point structure also drives meaningful upsell opportunities through higher usage limits, greater product functionality, additional user licenses, and product add-ons, as reflected by our dollar-based net revenue retention rate of 106% and 107% as of December 31, 2024 and 2023, respectively, and our compounded average annual revenue growth rate of 35% between the years ended December 31, 2018 and December 31, 2024.
We have grown our ARR per paying customer to $3,522 as of December 31, 2024, up from $3,125 as of December 31, 2023, driven by strong upsell activity .
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