The Russian nationals offered the business to 10 buyers. In the end, they received $1 billion from Adobe
Adobe's purchase of Semrush's platform at a price proved favorable for the latter's shareholders. Photo: IB Photography / Shutterstock.com
At the end of April, Adobe absorbed Semrush, a SaaS platform for search engine optimization and digital marketing created by Russians, it delisted from the New York Stock Exchange. Semrush shareholders received a premium to the market value of the securities. What will this purchase bring to Adobe?
The Semrush story: a response to "tightening the screws"
Semrush is a company that helps promote websites with tools ranging from analyzing search engine queries to advertising, digital marketing, and increasing visibility in AI output.
Its founders, Oleg Shchegolev and Dmitry Melnikov, were childhood friends, and after graduating in the 2000s, they stayed in St. Petersburg to work in the SEO industry. Together, for example, they developed SeoQuake, a free plug-in for the Mozilla Firefox browser, which showed the SEO parameters of a website.
The turning point that led to the creation of Semrush can be considered 2007. "Yandex" then launched new search engine algorithms that assessed the authority of a resource taking into account the links to it from other sites and ranked them in the output. This was a painful blow to Internet marketing and search engine optimization.
When SEO saw a new round of screwing from the search engines, we needed new analytics to help us understand which competitors were growing, how fast, how long.
This is how the Semrush project came into being: friends made the first prototype of the product for their own needs, but soon saw that it could be of interest to others as well.
The company was officially founded in 2008. Initially, the partners invested only their own money in the project. Shchegolev stated in one of his interviews that at the initial stages it seemed reasonable for the co-founders to do exactly that: "Otherwise, your startup may collapse under the weight of external investments.
Semrush's business grew rapidly: in 2010, the number of its paying customers exceeded 1 thousand, and in 2015 - already over 10 thousand. In 2023, there were already more than 100 thousand. By the end of 2025, Semrush had more than 108 thousand paying customers.
Already in 2012 Semrush registered a company in the United States, among its clients were Forbes, Paypal, Expedia and about 1.5 thousand agencies in the States alone, so a year later Shchegolev described the client base of his business.
In 2015, Semrush opened its first two European offices, in Prague and Limassol.
Two years later, it entered the venture capital market. According to Crunchbase, the startup raised a combined $40 million from US companies Greycroft, Headline and Siguler Guff & Company.
In March 2021, the company went public - during the IPO it raised $140 million by selling 10 million shares instead of the planned 16.8 million at $14 per paper - the lower limit of the announced corridor. Investors valued the entire company at $1.9 bln. Initially, the company wanted to raise $235-269 mln.
On the first day of trading, the company's securities collapsed by 20%.
Shchegolev attributed the failed offering to the general negative backdrop: the collapse of hedge fund Archegos Capital, which caused a sell-off of IT companies in the markets. In addition, right on the day of Semrush's IPO, the CEOs of Internet giants Facebook, Twitter and Google, Mark Zuckerberg, Jack Dorsey and Sundar Pichai, testified before Congress about the role of social networks in spreading misinformation and creating special services for children under 13. The hearings also affected the quotations of other securities of the IT sector.
"After a couple days, when the emotions settled down, it became obvious: it's cool that we did this. Firstly, there are not many public companies in our sector (marketing). Secondly, there are not many public companies with Russian natives either," Shchegolev noted.
In 2022, after the Russian-Ukrainian conflict began, Semrush severed ties with Russia - it sold two companies in that country and relocated employees.
Since the early 2020s, it has been aggressively absorbing competitors and has bought five companies specializing in competitive intelligence, SEO audits, trend forecasting, etc.
And in 2025, the company itself became a target for takeover by software giant Adobe. The parties announced the deal on November 19, 2025. Adobe agreed to buy Semrush for $1.9 billion, at $12 per share, in cash. As part of the deal, as of April 28, the company officially became a subsidiary of Adobe and notified the SEC of its delisting.
The buyout price was almost 80% higher than Semrush's quotations the day before the announcement. After the announcement of the acquisition, the platform's shares soared 74% and traded close to the deal price until the delisting. In contrast, Adobe's shares slipped 2% after the announcement.
An interlocutor close to Semrush told Forbes that after the deal, its founders and management "will work out the execution of Adobe's business plan." "Top management is changing business cards but continuing to do what they used to do," he said.
The SEC disclosure shows that Oleg Shchegolev and Dmitry Melnikov, as well as the company's president Evgeny Levin, retained large blocks of Class A and B shares at the time of the sale, and also had options. In the course of the transaction for their stakes (before taxes), Shchegolev received $591.3 million, Melnikov - $316 million, Levin - $20.7 million. In 2021, after the IPO, the founders' stakes were valued at 45% and 22%, respectively. Taking into account the options to be redeemed by 2032-2033, this amount increases to $593.2 mln for Shchegolev, $21.2 mln for Levin, and no significant change for Melnikov.
In late April, Oleg Shchegolev wrote on his LinkedIn page: "When we founded Semrush in 2008, Dmitry Ma Melnikov and I had a simple conviction: digital marketing should not be the prerogative of only the largest companies. What started as an idea has grown into a global company trusted by millions of marketers and businesses around the world. This journey has never been about software alone. It was about people - the team that built Semrush, the customers who grew with us, and the partners who believed in what we were creating. Today, I'm proud to announce that Semrush is officially joining Adobe."
So ended the independent voyage of Semrush, a startup with Russian roots, which in 18 years grew into an international company with 10 million customers.
Semrush co-founders Oleg Shchegolev and Dmitry Melnikov did not respond to Oninvest's request. Adobe declined to comment on any details and benefits of the deal.
In what form Semrush came to Adobe
Analysts call the sale of Semrush a big success for the owners. At the peak - in September 2021 - its securities were worth about $32.5. "The luckiest investors are those who sold it then," says analyst Leonid Delitsyn.
The consensus analysts' forecast for Semrush shares for 2025, before the deal was announced, was about $10.8 per share, and the most optimistic one was $13, says Egor Tolmachev, senior equity analyst at Freedom Broker. That is, holders of Semrush securities benefited from the deal.
Semrush reported $443.6 million in revenue, $22.8 million in operating loss and $19 million in net loss for 2025, according to the company's statements. In connection with the forthcoming transaction, the company did not comment on its financial result.
After the IPO and before the deal, its annual revenue grew almost 2.4 times. But it was operationally profitable only once - in 2024, and net profit was received in 2023 and 2024. According to Leonid Delitsyn, Semrush's revenue was constantly "eaten up" by operating expenses.
For example, in fiscal 2025, the company spent nearly 40% of revenue on sales and marketing, another 22% on research and development, and 24% on general administrative expenses. The marketing component was the most significant part of spending. Delitsyn says this is a "normal situation" for the industry in which Semrush operated.
In addition, artificial intelligence has changed the logic of finding and consuming content online. This has affected Semrush as well: the company has been diligently experimenting with AI implementation, for example, in 2025 it launched AIO service to optimize brand visibility in AI, Semrush Toolkits workspaces based on neural networks, etc.
Semrush could wait another 1-2 years and try to prove its competitiveness in the AI era, argues Egor Tolmachev:
Now the market is extremely pessimistic about all software companies, and making such a bet would be a much riskier decision, with an ambiguous outcome.
It turns out that by finding a buyer like Adobe, Shchegolev and Melnikov got rid of the potential risks associated with development in the AI era.
In total, Semrush approached 10 potential buyers through financial advisor Centerview Partners, and only two of them signed NDAs, while eight refused at the initial stage, Tolmachev recalls.
Why did Adobe buy Semrush?
Semrush is not a strong revenue generator for Adobe, so the latter is paying for the strategic value of its services, eMarketer analyst Grace Harmon told Reuters.
Adobe, a global leader in the development of software for creativity and design, is trying to increase its expansion in digital marketing. The company has been playing in this field since it bought online analytics platform Omniture for $1.8 billion in 2009, Griffin Securities managing director of software research Joe Vleeshauwer reminded Oninvest. In subsequent years, Adobe has spent at least another $8 billion on assets in the digital marketing sector.
Vleeshauwer calls the Semrush purchase a logical addition to Adobe's portfolio, as marketers around the world are now concerned about brand visibility in AI search.
Adobe's 2025 revenue was $23.77 billion (plus 11%), net income increased more than 28% to $7.13 billion, and diluted earnings per share were $16.70
In the first 1-2 quarters after the closing of the deal, while the integration of Semrush business will be going on, Adobe's margin will slightly - by 0.1-0.3 p.p., according to Egor Tolmachev. - will decline, believes Egor Tolmachev. But in the future, after optimizing the cost structure of the new business and due to cross-selling, the acquisition of Semrush will have a positive effect on operating profit and earnings per share of Adobe, he said.
This year, Adobe itself has become a victim of the software apocalypse: since the beginning of January, its securities have lost more than 27% in value. Investors do not yet see how the company's key products - creative services and software - will be able to compete with AI.
"The quality of generative AI is growing at an incredible rate, and it's already hard to distinguish between real content and AI-generated content. The investor looks at this and thinks: why pay a high price for a set of tools that seemingly can be replicated for free?" - user and private investor Kawan Tang explains the reason in his review on Seeking Alpha.
Adobe's creative services also continue to face pressure from direct competitors. For example, from Figma, which Adobe was also planning to acquire, as well as Canva.
"While we are optimistic about Adobe's renewed M&A activity given the success the company has had in this area in recent years, the c Semrush deal will likely not answer market questions regarding the fate of the company's creative cloud solutions business," William Blair analysts said in a note.
Semrush customers are also concerned about the takeover: they are worried about possible changes in the company's pricing policy and are already discussing possible alternatives to the service. Such posts can be found on Reddit (for example, here and here). The Semrush website says that "no changes to existing contracts and agreements are planned at this time."
This article was AI-translated and verified by a human editor
