SEMRHIGH SIGNALRISK10-K

SEMR has entered into a definitive merger agreement to be acquired by Adobe, creating significant transaction-related uncertainties and operational restrictions.

The pending Adobe acquisition introduces substantial execution risk and operational constraints that could materially impact SEMR's business performance during the transaction period. The merger agreement typically restricts the company's ability to make strategic decisions, pursue other opportunities, or operate with full autonomy, while success remains contingent on regulatory approvals and other closing conditions that may not be satisfied.

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

SEMR delivered solid financial performance with revenue growing 17.7% to $443.6M and operating cash flow expanding meaningfully to $59.6M, reflecting strong underlying business momentum. The balance sheet strengthened with total assets increasing 16.2% to $454.1M and stockholders' equity growing 12.4%, though current liabilities rose 35% indicating higher short-term obligations. Capital expenditures declined substantially, potentially reflecting management's cautious approach to investments pending the merger completion.

FINANCIAL STATEMENT CHANGES
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.

Current Assets
Balance Sheet
+17.6%
$276.2M→$324.8M

Current assets grew 17.6% — improving short-term liquidity or inventory/receivables build.

Total Assets
Balance Sheet
+16.2%
$390.9M→$454.1M

Asset base grew 16.2% — expansion through organic growth, acquisitions, or capital deployment.

Gross Profit
P&L
+14.8%
$311.3M→$357.3M

Gross profit expanding — improving pricing power or product mix shift toward higher-margin offerings.

Stockholders Equity
Balance Sheet
+12.4%
$256.6M→$288.6M

Equity base grew 12.4% — retained earnings accumulation or equity issuance strengthening the balance sheet.

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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