Why The Semrush (SEMR) Story Is Shifting After Adobe’s US$12 Per Share Cash Offer

Simply Wall St

Wed, February 11, 2026 at 4:12 PM GMT+9 5 min read

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The latest update on Semrush Holdings keeps fair value effectively locked to the agreed US$12.00 per share cash offer, with only very small tweaks to the underlying discount rate and long term revenue growth assumptions. Supporters of the deal point to the competitive sale process and see the US$12.00 level as a sort of anchor that reflects what buyers are currently willing to pay, while critics argue that this price leaves limited room for longer term upside. Stay tuned to see how you can track future shifts in this narrative as the deal process and analyst views continue to evolve.

Stay updated as the Fair Value for Semrush Holdings shifts by adding it to your watchlist or portfolio. Alternatively, explore our Community to discover new perspectives on Semrush Holdings.

What Wall Street Has Been Saying

🐂 Bullish Takeaways

Needham acknowledges that the Adobe agreement at US$12 per share followed what it assumes was a competitive sale process, which can give you some confidence that multiple buyers had a chance to weigh in on value.

Even as Needham moves to a Hold rating, the firm flags that the agreed valuation looks "relatively low," leaving room in its view for the possibility of an over the top competing bid, even if it does not expect one.

🐻 Bearish Takeaways

Both Needham and KeyBanc shifted their ratings to more neutral stances after the Adobe deal was announced, with Needham cutting Semrush from Buy to Hold and KeyBanc moving from Overweight to Sector Weight. This signals that they see limited upside from the US$12 cash offer.

Needham explicitly states it does not expect a higher bid. This points to a cautious read on further upside and suggests the current takeout price is close to what analysts think the market will pay for Semrush’s execution and growth profile at this stage.

KeyBanc’s move to Sector Weight ties Semrush more closely to broader sector performance rather than treating it as an outperformer. This frames future growth and execution as already largely reflected in the Adobe offer price.

Do your thoughts align with the Bull or Bear Analysts? Perhaps you think there’s more to the story. Head to the Simply Wall St Community to discover more perspectives or begin writing your own Narrative!

NYSE:SEMR 1-Year Stock Price Chart

What’s in the News

Adobe is reported to be close to acquiring Semrush in an all cash deal at US$12 per share. This implies a roughly US$1.9b valuation compared with Semrush's prior Tuesday close of US$6.76, according to the Wall Street Journal.

Adobe has entered into an Agreement and Plan of Merger to acquire Semrush for US$12 per share in cash, valuing the transaction at about US$2b. Completion is dependent on shareholder approval and regulatory clearances, including antitrust review.

Semrush has called a special shareholders meeting for February 3, 2026. Investors will vote on adopting the Adobe merger agreement, consider advisory compensation tied to the deal, and potentially approve any adjournment needed for further proxy solicitation.

Semrush launched an official app inside ChatGPT that gives authenticated Semrush users access to live platform data, automated reporting, and AI driven workflows for SEO, content, and competitive analysis directly within ChatGPT, using its OpenAI Apps SDK and Model Context Protocol setup.

 






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How This Changes the Fair Value For Semrush Holdings

Fair Value: Fair value remains aligned with the agreed cash offer at US$12.00 per share, with no change from the prior US$12 estimate.

Discount Rate: The discount rate is now 8.41%, compared with 8.43% previously, reflecting a very small adjustment in the weighted assumptions used in updated models.

Revenue Growth: The long term revenue growth assumption is essentially unchanged at 14.46%, with only a minor recalibration in the underlying input.

Net Profit Margin: The forecast net profit margin stays effectively flat at 9.88%, reflecting stable expectations for future profitability in current models.

Future P/E: The future P/E assumption is now 37.33x, compared with 37.35x previously, indicating only a marginal tweak to how analysts frame valuation multiples in their updated work.

🔔 Never Miss an Update: Follow The Narrative

Narratives on Simply Wall St let you connect the story you believe about a company with hard numbers, by tying your view of its business to forecasts for revenue, earnings and margins, then to a fair value. Hosted on the Community page and used by millions of investors, Narratives update as news and earnings arrive so you can compare Fair Value to the current price and decide if it is time to act.

Head over to the Simply Wall St Community and follow the Narrative on Semrush Holdings to stay on top of the full story outlined in the original write up here: SEMR: Adobe Cash Offer Will Steady Trading As Neutral Views Broaden, and keep up to date on:

How the Adobe US$12 per share cash offer interacts with analysts' fair value work and what that means when you compare Fair Value to the live market price.

The shift in focus toward AI powered enterprise solutions, higher value customers and what that implies for Semrush's revenue mix, margins and future earnings profile.

The key risks flagged in the Narrative, from changing search behavior and competition to currency and customer concentration, and how they might affect the story if new data points emerge.

Curious how numbers become stories that shape markets? Explore Community Narratives

_ This article by Simply Wall St is general in nature. We provide commentary based on historical data and analyst forecasts only using an unbiased methodology and our articles are not intended to be financial advice. It does not constitute a recommendation to buy or sell any stock, and does not take account of your objectives, or your financial situation. We aim to bring you long-term focused analysis driven by fundamental data. Note that our analysis may not factor in the latest price-sensitive company announcements or qualitative material. Simply Wall St has no position in any stocks mentioned._

Companies discussed in this article include SEMR.

Have feedback on this article? Concerned about the content? Get in touch with us directly._ Alternatively, email editorial-team@simplywallst.com_

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