Why Semrush (SEMR) Is Skyrocketing in Premarket: Adobe Eyes $1.9B Buyout

Semrush Holdings, Inc. (NYSE:SEMR) shares skyrocketed in early Wednesday trading after the Wall Street Journal reported that Adobe Inc. is nearing a deal to acquire the marketing software company for approximately $1.9 billion. The stock surged as much as 71% in premarket trading to $11.55, representing a massive premium over Tuesday’s closing price of $6.76.

The proposed acquisition, which could be finalized as early as Wednesday, would mark Adobe’s first major deal since its failed $20 billion attempt to acquire Figma Inc. in 2022.

Adobe’s $12-per-Share Offer Triggers Massive Premarket Spike

According to sources familiar with the matter cited by the Wall Street Journal, Adobe is prepared to pay $12 per share for Semrush, representing a substantial 77% premium over the stock’s Tuesday closing price. The deal values Semrush at approximately $1.9 billion, nearly double its market capitalization of slightly over $1 billion as of November 18, 2025. In premarket trading on Wednesday at 8:09:31 AM EST, SEMR shares jumped to $10.66, up $3.89 or 57.57% from the previous close.

Semrush provides a platform that enables businesses to analyze and optimize their online marketing strategies, including monitoring how their companies appear in AI-generated search results, a capability that has become increasingly critical in the evolving digital landscape.

The company, which went public in March 2021, has been trading near its 52-week low of $6.56 before the acquisition news broke. The stock had experienced significant volatility over the past year, with a 52-week high of $18.74, reflecting broader challenges in the software sector and concerns about profitability.

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Semrush’s Role in Adobe’s Expanding Marketing Ecosystem

For Adobe, best known for creative software like Photoshop, this acquisition would bolster its suite of marketing and analytics tools, which has been generating an increasing amount of revenue for the company. The deal comes at a time when Adobe’s stock has struggled, losing about a quarter of its value this year through Tuesday’s close, amid concerns that advancements in AI could undermine the company’s core business.

Adobe walked away from its proposed $20 billion acquisition of Figma in 2023 after clashing with regulators in Europe and the UK, making this Semrush deal its first major acquisition attempt since that regulatory setback.

Semrush’s financial metrics paint a picture of a company still working toward profitability. With a market cap of $1.008 billion as of Tuesday’s close and trailing twelve-month revenue of $428.63 million, the company operates at a price-to-sales ratio of 2.34. Despite negative earnings per share of -$0.02 and a profit margin of -1.05%, Semrush has demonstrated strong cash generation with levered free cash flow of $62.22 million.

The company maintains a healthy balance sheet with $275.7 million in total cash and minimal debt, represented by a total debt-to-equity ratio of just 4.67%. Analysts had set an average price target of $10.33 for the stock, making Adobe’s $12 per share offer particularly attractive for shareholders.

Disclaimer: The author does not hold or have a position in any securities discussed in the article. All stock prices were quoted at the time of writing.