10-K · March 2, 2026
Semrush reports continued top-line growth and strong SaaS gross margins in 2025 while operating profitability weakened and a pending $12.00-per-share acquisition by Adobe creates material transaction and litigation…
Earnings analysis · 10-K
SEMR earnings analysis
Filed April 17, 2026 · Our reading of the company's report
The latest report
Semrush reported continued top-line growth to $443.6M in FY2025 (up from $376.8M in FY2024) and expanded non‑GAAP operating income to $53.3M (12.0% non‑GAAP operating margin). However GAAP results swung to an operating…
Read full summary
Semrush reported continued top-line growth to $443.6M in FY2025 (up from $376.8M in FY2024) and expanded non‑GAAP operating income to $53.3M (12.0% non‑GAAP operating margin). However GAAP results swung to an operating loss of $(22.8)M in FY2025 (from $8.3M operating income in FY2024), driven largely by $52.6M of stock‑based compensation and $10.9M of acquisition‑related costs. The company announced a definitive agreement to be acquired by Adobe on November 19, 2025, which is shaping compensation, vesting and change‑of‑control provisions.
Gross and operating margin
How much of each revenue dollar the business keeps.
One point per quarterly or annual filing. Both margins are shares of that report's revenue.
From revenue to operating profit
Where each $100 of revenue went in this report.
Cost of sales, operating expenses, and what remained. Figures are rounded to whole dollars.
How we read each report
Our analysis across the last few reports.
Our model's reading of each filing, not the share price or the market's reaction. Annual and quarterly reports each occupy one position.
Reported figures
- Earnings per share
- $-0.12
What stood out
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Strong revenue growth
Revenue increased to $443.6M in FY2025 from $376.8M in FY2024, an increase of $66.8M (≈17.7%).
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Non‑GAAP operating income improved
Non‑GAAP operating income rose to $53.3M in FY2025 (12.0% non‑GAAP operating margin) from $45.8M in FY2024 (12.2% non‑GAAP operating margin), per the MD&A reconciliation.
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Free cash flow strengthened year over year
Quarterly free cash flow totaled approximately $57.08M in 2025 (Q1 $21M; Q2 $0.08M; Q3 $21M; Q4 $15M), versus about $44M in 2024 (Q1 $14M; Q2 $10M; Q3 $8M; Q4 $12M).
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Strategic transaction announced
The company publicly announced on November 19, 2025 that it entered into a definitive agreement to be acquired by Adobe Inc., which has already driven transaction-related compensation actions.
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Management incentives tied to ARR and Adjusted EBITDA
FY2025 executive cash incentives were tied 50% to ARR Achievement and 20% to Adjusted EBITDA Margin, with an ARR target of $492.1M and an Adjusted EBITDA Margin target of 14.1% (the company’s forecast at award determination was $467M ARR and 16.2% Adjusted EBITDA).
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Large retention/compensation actions reflect prioritisation of staff continuity
CEO William Wagner received an approved FY2025 equity award value of $22,000,000 and the Board approved transaction cash bonuses of $250,000 each for four senior executives and $100,000 for the CMO in connection with the Adobe Transaction.
What to watch
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Acquisition not guaranteed — execution risk
The company announced a definitive agreement to be acquired by Adobe on November 19, 2025, but until the transaction closes there is risk the deal may not consummate and the announcement has already materially affected compensation and vesting (e.g., transaction bonuses and accelerated‑vesting provisions).
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GAAP profitability deterioration in FY2025
Despite revenue growth to $443.6M, GAAP operating income swung to a loss of $(22.8)M in FY2025 from a GAAP operating income of $8.3M in FY2024, driven in part by $52.6M of stock‑based compensation and $10.9M of acquisition‑related costs identified in the MD&A reconciliation.
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ARR target shortfall used in incentives
The FY2025 ARR target for incentive purposes was $492.1M but the company’s forecasted performance at award determination was $467M, implying the company did not expect to achieve the approved ARR target when calculating payouts.
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Concentrated voting control
Founder/Oleg Shchegolev beneficially controls a disproportionate share of votes — the filing reports 46.8% of total voting power attributable to his holdings — which raises governance and minority‑holder risk.
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Material non‑cash and transaction‑related charges
The company reported non‑GAAP adjustments in FY2025 including $52.6M stock‑based compensation, $6.0M amortization of acquired intangibles, $6.6M restructuring and other costs, and $10.9M acquisition‑related costs — items that materially affect GAAP earnings volatility.
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Change‑of‑control cash and equity exposure
The filing quantifies potential change‑of‑control acceleration and severance: e.g., for William Wagner the table shows $11,020,151 of equity acceleration and $1,250,000 cash severance payable upon termination in connection with a change in control (calculated using the Dec 31, 2025 $11.89 share price).
Management's outlook
The Form 10‑K/A does not provide explicit numeric public guidance for FY2026. The MD&A discloses FY2025 incentive targets used for internal planning: ARR target $492.1M and Adjusted EBITDA Margin target 14.1%, with the company’s forecasted FY2025 performance at determination of $467M ARR and 16.2% Adjusted EBITDA. Annual outlook and investor guidance are instead typically provided in quarterly releases/earnings calls.
Earlier filings 4
10-Q · May 8, 2025
Semrush reported Q1 revenue of $105.018M, up $19.206M (22.4%) year-over-year, with gross profit of $85.147M (gross margin ~81.1%). Operating loss was $0.074M (operating margin -0.1%) versus operating income of $1.468M a…
10-Q · November 12, 2024
Semrush reported Q3 revenue of $97.41M (three months ended September 30, 2024), up $18.69M (23.7%) versus $78.72M in Q3 2023. Gross margin remained high at 82.5% while operating income fell to $1.705M from $2.748M a…
10-Q · August 9, 2024
Semrush reported Q2 revenue of $90,951,000 (up from $74,693,000 a year ago) and delivered a strong gross margin of 83.6% (gross profit $75,994,000). The company turned operating losses into operating income of…
This is our reading of a public filing, not the filing itself. Analysis can contain errors; check the source document for full context.