CMRC 10-K & 10-Q changes, risk factors and insider trading
Commerce.com, Inc. · Nasdaq · Services-Prepackaged Software · CIK 1626450 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our rebranding initiative involves costs and may not be favorably received.”
New heading “Technological advances in AI may in the future disrupt the ecommerce and SaaS industry, which could significantly reduce the demand for our services or otherwise adversely impact our business or reputation if we are unable to develop AI and mitigate the use risks in this evolving environment.”
New heading “If we fail to implement and maintain proper and effective internal controls over financial reporting, our ability to produce accurate financial statements on a timely basis could be impaired, which could cause investors to lose confidence in our reported financial information and have a negative effect on our stock price.”
New heading “Failure to effectively develop and expand our lead generation, customer acquisition, and retention strategies could harm our ability to develop or maintain our customer base and achieve broader market acceptance of our platform. If we are not able to generate traffic to our website through digital marketing or retain our existing customers, our ability to grow our business may be impaired.”
New heading “Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and financial results.”
Removed heading “We are increasingly focusing our sales and marketing efforts on enterprise accounts. Our business would be harmed if we fail to implement this strategy successfully.”
Removed heading “Failure to effectively develop and expand our marketing and sales capabilities, including any failure to integrate significant new hires in our sales and marketing teams, could harm our ability to increase our customer base and achieve broader market acceptance of our platform. If we are not able to generate traffic to our website through digital marketing our ability to attract new customers may be impaired.”
Removed heading “If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer.”
Removed heading “Operations at our strategic development center in Kyiv, Ukraine have been impacted as a result of the ongoing military action by Russia in Ukraine and our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy resulting from the war in Ukraine or the unavailability of our personnel in Ukraine.”
Largest changes
“The risk of cybersecurity incidents has increased in connection with the ongoing war, driven by justifications such as retaliation for the sanctions imposed in conjunction with the war, or in response to certain companies’ continued operations in Russia. For example, the war has been accompanied by cyberattacks against the Ukrainian government and other countries in the region. …”see in full comparison
“The war between Russia and Ukraine has resulted in the imposition of sanctions by the United States, other North Atlantic Treaty Organization member states, as well as non-member states against Russia, certain Russian citizens, and enterprises. More generally, the war has led to and could lead to further disruptions in the global financial markets and economy, including, without limitation, currency volatility, inflation and instability in the global capital markets. …”see in full comparison
“Operations at our strategic development center in Kyiv, Ukraine have been impacted as a result of the ongoing military action by Russia in Ukraine and our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy resulting from the war in Ukraine or the unavailability of our personnel in Ukraine.”see in full comparison
“From time to time, we have implemented restructuring plans to support key strategic initiatives which include driving efficient revenue growth and delivering long-term profitability. For example, we initiated a restructuring plan in September 2023, intended to, among other things, advance the Company's ongoing commitment to profitable growth, which was materially complete at the end of fiscal 2023. …”see in full comparison
“The current global trade environment is uncertain. Changes in trade policy, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign governments may lead to continuing uncertainty and volatility in U.S. …”see in full comparison
“Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and financial results.”see in full comparison
Full comparison: every changed paragraph (77)
We have undertaken, and may in the future undertake, restructuring activities that could result in disruptions to our business or otherwise materially harm our results of operations or financial condition;
Our rebranding initiative involves costs and may not be favorably received;
Technological advances in AI may in the future disrupt the ecommerce and SaaS industry, which could significantly reduce the demand for our services or otherwise adversely impact our business or reputation if we are unable to develop AI and mitigate the use risks in this evolving environment;
Failure to effectively develop and expand our marketing and sales capabilities, including any failure to integrate significant new hires into our sales and marketing teams, could harm our ability to increase our customer base and achieve broader market acceptance of our platform;
We store and process confidential information, including personal information of our customers and their shoppers. If we or our third-party providers fail to protect the security of thispersonal information of our customers or their shoppers stored in our systems and/or experience a data security incident, our reputation may be harmed and we may be exposed to material financial penalties and legal liability, which could materially adversely affect our business, results of operations, and financial conditionliability;
If our platform fails to perform properly, or if we fail to develop enhancements to resolve performance issues, we could lose customers, become subject to performance or warranty claims, or incur significant costs;
In 2024 we identified a material weakness in our internal controls over financial reporting related to information technology general controls. If our remedial measures are insufficient to address the material weakness or one or more additional material weaknesses in our internal control over financial reporting are discovered or occur in the future, our ability to report financial information timely and accurately could be adversely affected;
In 2023 we identified a material weakness in our internal controls over financial reporting related to information technology general controls. If our remedial measures are insufficient to address the material weakness or one or more additional material weaknesses in our internal control over financial reporting are discovered or occur in the future, our ability to report financial information timely and accurately could be adversely affected;
If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer;
We face intense competition and may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business;
We could incur substantial costs in protecting or defending our proprietary rights. Failure to adequately protect our rights could impair our competitive position. We could lose valuable assets, experience reduced revenue, and incur costly litigation;
Our use of open source software could subject us to possible litigation or cause us to subject our platform to unwanted open source license conditions that could negatively impact our sales;
If our platform fails to perform properly, and if we fail to develop enhancements to resolve performance issues, we could lose customers, become subject to performance or warranty claims, or incur significant costs;
Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and financial results;
If our operating and financial performance in any given period does not meet the guidancefinancial outlook that we provide to the public or the expectations of investment analysts, the market price of our common stock may decline;
Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third party;
The provision of our amended and restated certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers;
Losing key members of our management or operations teams could hinder our ability to attract and retain the necessary talent for continued operations and growth;
We anticipate that our operations will continue to increase in complexity as we grow, which will create management challenges;
Our current operations are international in scope. We plan further geographic expansion, which creates a variety of operational challenges. We are subject to risks from geopolitical crises, such as the Russian invasion of Ukraine;
Our business, financial condition and results of operations would be adversely affected by failing to generate sufficient cash flow to service the interest rate of our 2028 Convertible Notes and the terms of the governing indenture (the “2028 Convertible Notes Indenture”) impose restrictions that may limit our current and future operating flexibility; and Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third party.
Our failure to generate sufficient cash flow from our business to service the interest rate of our 2028 Convertible Notes would adversely affect our business, financial condition and results of operations;
The terms of the indenture (the “2028 Convertible Notes Indenture”) that govern the 2028 Convertible Notes impose restrictions that may limit our current and future operating flexibility, particularly our ability to respond to changes in the economy or our industry or to take certain actions, which could harm our long-term interests;
We have undertaken, and may in the future undertake, restructuring activities that could result in disruptions to our business or otherwise materially harm our results of operations or financial condition; and Losing key members of our management or operations teams could hinder our ability to attract and retain the necessary talent for continued operations and growth.
We are increasingly focusing our sales and marketing efforts on enterprise accounts. Our business would be harmed if we fail to implement this strategy successfully.
As our efforts increasingly focus on enterprise accounts, we may face greater sales, marketing, development and support costs, longer sales cycles and more unpredictability in attracting or retaining enterprise accounts.
Our success in this enterprise focus will depend on our ability to effectively transition some existing SB sales and marketing personnel and resources to enterprise. This transition may not be successful. Our expanded enterprise sales and marketing efforts may not succeed in identifying a sufficient volume of quality enterprise opportunities, or may not do so cost effectively. We may not be able to develop the enhanced or specialized features required by current or prospective enterprise accounts in a timely or cost-efficient manner.
A core component of our enterprise strategy is to sell complementary and increasingly sophisticated services to enterprises. These cross-selling and up-selling efforts may not be successful or materialize at the rates that we forecast. Additionally, we may experience longer sales cycles as our mix is increasingly composed of enterprise accounts.
Our increased focus on enterprise accounts may cause near-term variability in our operating results as we attempt to expand our enterprise sales pipeline. We may see a decrease in bookings with SB merchants as our sales and marketing efforts are increasingly directed toward enterprise opportunities. We expect a relatively small number of new enterprise accounts to constitute a more material portion of our total bookings in any given period. As a result, even if our increased shift toward enterprise accounts is successful, we may experience less stable or less predictable bookings between periods. This may make it challenging for us to accurately forecast our results.
Changes resulting from our strategic restructuring plans and any future initiatives may not be successful in yielding our intended results and may not appropriately address the short-term and long-term strategic objectives for our business. Implementation of the restructuring plans and any other cost-saving initiatives may be costly and disruptive to our business, the expected costs and charges may be greater than we have forecasted, and the estimated cost savings may be lower than we have anticipated. Additionally, certain aspects of theour 2024recent Restructuringrestructuring Plan,activities, such as severance costs in connection with reducing our headcount, could negatively impact our cash flows. In addition, our initiatives could result in personnel attrition beyond our planned reduction in headcount or reduced employee morale, which could in turn adversely impact productivity, including through a loss of continuity, loss of accumulated knowledge, inefficiency during transitional periods, or our ability to attract highly skilled employees. If any restructuring activities we have undertaken or undertake in the future fail to achieve some or all of the expected benefits, our business, financial condition, and results of operations could be materially and adversely affected.
Our rebranding initiative involves costs and may not be favorably received.
On July 31, 2025, we changed our name from BigCommerce Holdings, Inc. to Commerce.com, Inc. and announced the reorganization of our existing BigCommerce, Feedonomics and Makeswift brands under a single flagship brand, Commerce. We have incurred costs as a result of the rebranding initiative and the Commerce brand name may not achieve or maintain the brand name recognition or status of our existing BigCommerce brand. Our corporate structure and how we report on our financial results remains unchanged.
Developing and maintaining awareness of our brand is important to retain and attract customers. The success of our new brand is integral to our growth strategy and the importance of brand recognition will increase as competition in our market increases. Successful promotion of our brand will depend on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform to meet the needs of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and solutions, and our ability to successfully differentiate our platform. Additionally, our partners’ performance may affect our brand and reputation if customers do not have a positive experience. We rely heavily on free and paid search engine marketing efforts to drive traffic to our products, which efforts could be adversely affected by the rebranding initiative in the short and/or long term. Specifically, the rebranding initiative could adversely affect the placement and ranking of our website within free and paid search results (as well as the pricing of paid search results), any or all of which could increase marketing costs (particularly if free traffic is replaced with paid traffic) and adversely affect the effectiveness of our marketing efforts overall. Even if our brand recognition and loyalty increases, this may not generate customer awareness or yield increased revenue and profitability. Even if they do, any increased revenue may not offset the expenses we incurred in building our brand. For these reasons, our rebranding initiative may not produce the benefits expected, could adversely affect our ability to retain and attract customers, and may have a material adverse effect on our results of operations, cash flows and financial condition.
From time to time, we have implemented restructuring plans to support key strategic initiatives which include driving efficient revenue growth and delivering long-term profitability. For example, we initiated a restructuring plan in September 2023, intended to, among other things, advance the Company's ongoing commitment to profitable growth, which was materially complete at the end of fiscal 2023. This follows an earlier restructuring plan we initiated in December 2022 intended to reduce our cost structure through a reduction of Company workforce and office space, which was completed during the third quarter of fiscal year 2023. In September 2024, we implemented a new restructuring plan which will include workforce reductions, reduction in real estate footprint, and costs incurred associated with asset impairments. Our restructuring plans present potential risks that could have a material adverse effect on our operations, financial condition, results of operations, cash flow, or business reputation.
We have strategic technology partnerships with third parties that pay us a revenue share on their gross sales to our joint customers and/or collaborate to co-sell and co-market BigCommerceCommerce to new customers. Certain of those strategic technology partners generate significant revenue for us, including PayPal, Google, and Stripe. While our contracts with strategic technology partners generally limit the ability of such partners to terminate the contract for convenience on short notice, certain of our strategic technology partners have termination for convenience clauses in their contracts with us. Any companies we may acquire may have strategic technology partners, which may be different or competitive with the relationships we have. If our relationships with our strategic technology partners or the partners of companies we acquire are disrupted, we may receive less revenue and incur costs to form other revenue-generating strategic technology partnerships. If our strategic technology partners or the partners of companies we acquire were to be acquired by a competitor or were to acquire a competitor, it could compromise these relationships. This could harm our relationship with our customers, our reputation and brand, and our business and results of operations.
Technological advances in AI may in the future disrupt the ecommerce and SaaS industry, which could significantly reduce the demand for our services or otherwise adversely impact our business or reputation if we are unable to develop AI and mitigate the use risks in this evolving environment.
We use artificial intelligence ("AI"), machine learning, and automated decision-making technologies, including proprietary AI and machine learning algorithms and models, (collectively, "AI Technologies") throughout our business, and are making significant investments in this area.
For example, we use AI Technologies to power products aimed at improving conversion rates, product data management, storefront creation, and streamline internal operations.
We expect that increased investment will be required in the future to continuously improve our use of AI Technologies. As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of or our investments in such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability.
Our failure to invest in AI technologies and incorporate them into various facets of our business and product offerings in a timely, effective and compliant manner may place us at a competitive disadvantage, reducing demand for our offerings and adversely affecting our business, financial condition and results of operations. Our competitors may more effectively internally utilize AI, enabling their business to run more efficiently than ours, placing us at a competitive disadvantage, and they may better incorporate AI into their product offerings, negatively impacting demand for our products.
AI advances have the potential to enable the development of alternative competitive services or enable our customers to reduce or bypass the use of our services. If any of our customers, partners, competitors or new market entrants were to develop AI tools capable of replicating or better competing against our services, our services and solutions could, over time, become obsolete or unnecessary, or demand for our services could be significantly reduced, particularly if any such AI alternative proved to be more accurate, more efficient or more cost-effective than our ecommerce and SaaS offerings. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
Further, if the models underlying our AI Technologies are: incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data, or on data to which we do not have sufficient rights or in relation to which we and/or the providers of such data have not implemented sufficient legal compliance measures; used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, the performance of our products, services and business, as well as our reputation and the reputations of our customers, could suffer or we could incur liability resulting from the violation of laws or contracts to which we are a party or civil claims.
The market for products and services that incorporate AI Technologies is rapidly evolving and unproven in many industries, and important assumptions about the characteristics of targeted markets, pricing, sales cycles, cost, performance, and perceived value associated with our services or products may be inaccurate. We cannot be sure that the market will continue to grow or that it will grow in ways we anticipate. In addition, market acceptance and consumer perceptions of products and services that incorporate AI Technologies is uncertain. Our failure to successfully develop and commercialize our products or services involving AI Technologies could depress the market price of our stock and impair our ability to: raise capital; expand our business; provide, improve and diversify our product offerings; continue our operations and efficiently manage our operating expenses; and respond effectively to competitive developments.
In addition to our proprietary AI Technologies, we use AI Technologies licensed from third parties in our technologies and our ability to continue to use such technologies at the scale we need may be dependent on access to specific third-party software and infrastructure. We cannot control the availability or pricing of such third-party AI Technologies, especially in a highly competitive environment, and we may be unable to negotiate favorable economic terms with the applicable providers. If any such third-party AI Technologies become incompatible with our solutions or unavailable for use, or if the providers of such models unfavorably change the terms on which their AI Technologies are offered or terminate their relationship with us, our solutions may become less appealing to our customers and our business will be harmed. In addition, to the extent any third party AI Technologies are used as a hosted service, any disruption, outage, or loss of information through such hosted services could disrupt our operations or solutions, damage our reputation, cause a loss of confidence in our solutions, or result in legal claims or proceedings, for which we may be unable to recover damages from the affected provider.
Failure to effectively develop and expand our marketing and sales capabilities, including any failure to integrate significant new hires in our sales and marketing teams, could harm our ability to increase our customer base and achieve broader market acceptance of our platform. If we are not able to generate traffic to our website through digital marketing our ability to attract new customers may be impaired.
Our ability to achieve revenue growth and market share is contingent upon the successful execution of our revised marketing, sales, and product adoption strategies. These strategies, which include targeted offerings for B2C, B2B, and SB segments, rapid feature rollouts, and cross-selling integrated solutions, are subject to various risks. Ineffective or insufficient marketing and sales efforts, both online and offline, could fail to attract new customers, build brand awareness, and increase product adoption across all targeted segments. Similarly, we have hired new personnel to manage and implement our revised sales and marketing strategies. Failure to integrate these new personnel or any delay to our expected timeline for realizing the benefits of these changes could limit the success of our revised marketing, sales and product strategies, and ultimately our business. Our business and operating results will be harmed if our sales and marketing efforts do not generate a corresponding increase in revenue.
Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers are expected to continue to be targeted, as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial intelligence—that circumvent security controls, evade detection and remove forensic evidence. We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Information, including from diverse threat actors such as state-sponsored organizations, attackers, and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (such as viruses, worms, and ransomware), employee theft or misuse, action or inaction by our employees or contractors, human or technological error, denial-of-service attacks, malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products, or services. As a result, despite our efforts to create security barriers to such threats, we cannot entirely mitigate these risks. We and our third-party partners and service providers also may face difficulties or delays in identifying, remediating or otherwise responding to, cyberattacks and other security breaches and incidents. As we rely on third-party and public-cloud infrastructure, we depend in part on third-party security measures to protect against unauthorized access, cyberattacks, and the mishandling of Confidential Information. We and certain of our third-party providers have been subject to cyber-attacks and attempts in the past and will continue to be subject to such attacks in the future. Though no such incident to date has had a material impact on our business, we cannot guarantee that we will not experience material or adverse effects from any future incident. We have incurred substantial costs in efforts to protect against and address potential impacts of security breaches and incidents, and anticipate doing so in the future. Nevertheless, while we employ a number of security measures designed to prevent, detect, and mitigate potential harm to our platform, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. We maintain vulnerability management processes, including deploying scanning tools across our networks and products to identify and track security vulnerabilities. However, given the complexity of our systems and the volume of vulnerabilities identified, there can be no assurance that all vulnerabilities will be remediated or mitigated before they could be exploited by a threat actor. Any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information could have significant costs, including regulatory enforcement actions, litigation (such as class actions), litigation indemnity obligations, civil or criminal penalties, operational changes, remediation costs, network downtime, increases in insurance premiums, and reputational damage. Any or all of the foregoing could materially adversely affect our business, results of operations, and financial condition.
If we fail to implement and maintain proper and effective internal controls over financial reporting, our ability to produce accurate financial statements on a timely basis could be impaired, which could cause investors to lose confidence in our reported financial information and have a negative effect on our stock price.
Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be reevaluated frequently. Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). A control, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control’s objectives will be met. Because of the inherent limitations in all controls, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected. Effective internal controls are necessary for us to produce reliable financial reports and are important to prevent fraud. Any failure to maintain or implement new or improved controls over financial reporting could result in material weaknesses or result in the failure to detect or prevent material misstatements in our financial statements, which could cause investors to lose confidence in our reported financial information and harm our stock price.
As previously reported, in connection with the preparation of the audited consolidated financial statements for the year ended December 31, 2023, we identified material weaknesses in our internal controls over financial reporting. As of December 31, 2025, management has remediated the material weakness. See Item 9A, Controls and Procedures, of this Annual Report on Form 10-K.
If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer.
We believe maintaining and growing the BigCommerce brand is important to supporting continued acceptance of our existing and future solutions, attracting new customers to our platform, and retaining existing customers. We also believe that the importance of brand recognition will increase as competition in our market increases. Successfully maintaining our brand will depend largely on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform to meet the needs of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and solutions, and our ability to successfully differentiate our platform. Additionally, our partners’ performance may affect our brand and reputation if customers do not have a positive experience. Brand promotion activities may not generate customer awareness or yield increased revenue. Even if they do, any increased revenue may not offset the expenses we incurred in building our brand. If we fail to successfully promote and maintain our brand, we may fail to attract enough new customers or retain our existing customers to realize a sufficient return on our brand-building efforts, and our business could suffer.
Failure to effectively develop and expand our lead generation, customer acquisition, and retention strategies could harm our ability to develop or maintain our customer base and achieve broader market acceptance of our platform. If we are not able to generate traffic to our website through digital marketing or retain our existing customers, our ability to grow our business may be impaired.
Our ability to achieve revenue growth and market share is contingent upon the successful execution of our strategies for lead generation and customer success. These strategies, which include targeted offerings for B2C, B2B, and SB segments, rapid feature rollouts, and cross-selling integrated solutions, are subject to various risks. Ineffective or insufficient marketing and sales efforts, both online and offline, could fail to attract new customers, build brand awareness, and increase product adoption across all targeted segments.
In addition, our business operations are or may become subject to EU regulations governing digital services and use of artificial intelligence. For example, the EU Digital Services Act (the “DSA”) came into force in November 2022, with the majority of substantive provisions starting to take effect in February 2024. Amongst other things, the DSA requires hosting providers to designate a legal representative in the EU, set out any restrictions they impose on the use of their services in their terms and conditions and implement a mechanism which allows third parties to notify the presence of allegedlyalleged online content. The DSA may increase our compliance costs, require changes to our processes, operations, and business practices and may otherwise adversely affect our business, operations and financial condition. Failure to comply with the DSA can result in fines of up to 6 percent of the total annual worldwide turnover and recipients of services have the right to seek compensation from providers in respect of damage or loss suffered due to providers’ infringement of the DSA.
Furthermore, there has been significant scrutiny on the use of personal data in artificial intelligence and modeling globally. In April 2023 a joint statement was issued by US federal regulators indicating their intent to enforce the law as it related to AI. Additionally, in October 2023 the Biden Administration released an Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence, which provided agencies direction on implementation of rule makingrulemaking with regard to AI within their agencies. In Europe the EU Artificial Intelligence Act (“EU AI Act”), establishes a comprehensive, risk-based governance framework for AI developed, used or provided in the EU market. The EU AI Act is expected to enter into force in 2024, with the majority of substantive requirements applying two years later. Once fully applicable, it will have a material impact on the way AI is regulated in the EU. Significant legal development globally in the area of AI and data modeling may affect our use of AI and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, operations and financial condition.
Our current operations are international in scope, and we plan further geographic expansion, creating a variety of operational challenges.scope. We are subject to risks from geopolitical crises, such as the Russian invasion of Ukraine.
A component of our growth strategy involves the further expansion of our operations and customer base internationally. In the case of the two most recent fiscal years, approximately 24 percent of our revenue has been generated from customers outside the United States. We currently have locations in the United States, Australia, the United Kingdom, and Ukraine. We are continuing to adapt and develop strategies to address international markets, but such efforts may not be successful.
We have a significant number of employees outside of the United States. We expect that our international activities will continue to grow over the foreseeable future as we continue to pursue opportunities in existing and new international markets. These activities will require significant management attention and financial resources. We may face difficulties, including: geopolitical crises, such as the Russian invasion of Ukraine, costs associated with developing software and providing support in many languages, varying seasonality patterns, potential adverse movement of currency exchange rates, longer payment cycles and difficulties in collecting accounts receivable, tariffs and trade barriers, a variety of regulatory or contractual limitations on our ability to operate, adverse tax events, reduced protection of intellectual property rights, and a geographically and culturally diverse workforce and customer base. Failure to overcome any of these difficulties could negatively affect our results of operations.
We price our subscriptions based on a combination of transaction and order volume, and feature functionality. InWe 2023have wehistorically adjusted our pricing levels from time to time and expect that we may needconsider toduring change our pricing againso in the future. As new or existing competitors introduce products that compete with ours or reduce their prices, we may be unable to attract new customers or retain existing customers. We also must determine the appropriate price to enable us to compete effectively internationally. While we believe that recent pricing changes will prove competitive, in the future, customers may demand substantial price discounts as part of the negotiation of sales contracts. As a result, we may be required or choose to reduce our prices or otherwise change our pricing model, which could adversely affect our business, operating results, and financial condition.
Management's Discussion & Analysis (MD&A)
New heading “Strategic Brand Unification”
New heading “Leveraging artificial intelligence to drive value”
New heading “Investment in core offerings”
New heading “Expansion of growth initiatives”
New heading “Gross Merchandise Volume (GMV)”
New heading “Net Revenue Retention (NRR)”
New heading “Acquisition related expenses”
New heading “Acquisition related expenses”
Removed heading “Continued growth of ecommerce domestically and globally”
Removed heading “Successful international expansion”
Removed heading “Net revenue retention”
Largest changes
“The 2026 Convertible Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Convertible Notes Indenture), which include the following: (i) certain payment defaults on the 2026 Convertible Notes (which, in the case of a default in the payment of interest on the 2026 Convertible Notes, will be subject to a 30-day cure period); (ii) our failure to send certain notices under the 2026 Convertible Notes Indenture within specified periods of time; …”see in full comparison
“If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to us (and not solely with respect to a significant subsidiary of us) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2026 Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person. …”see in full comparison
“Restructuring charges increased for the year ended December 31, 2024 from December 31, 2023. …”see in full comparison
“Leveraging artificial intelligence to drive value”see in full comparison
Net cash provided bysee in full comparison(used in)operating activities for the years ended December 31,20242025 and20232024 was$26.3$25.5 million and($24.2)$26.3 million, respectively. This consisted primarily of our net losses adjusted for certain non-cash items including depreciation, amortization of intangible assets, convertible note premium and convertible note issuance costs amortization, stock-based compensation, bad debt expense,impairment losses and accelerated depreciation associated with restructuring, gains on settlement of lease liabilities,gain on extinguishment of convertible notes, and the effect of changes in working capital.
Additionally, with our 2026 Convertible Notessee in full comparisonrestructuring,restructuring in fiscal 2024, there was a reduction inliquidity.our cash and cash equivalents. However, we believe as a result of the renegotiation and extension of the remainingobligation,obligation and through our operating efficiencies achieved through the 2025 realignment, we have decreased our overall debt leverage and better optimized our maturities. The restructuring of the convertible notes requires semi-annual interest payments and increases our contractual interest rate to 7.50 percent.
Full comparison: every changed paragraph (130)
Investors and others should note that we announce material financial information to our investors using our investor relations website (investors.bigcommerce.cominvestors.commerce.com), SEC filings, press releases, public conference calls and webcasts. We intend to use our investor relations website as a means of disclosing information about our business, our financial condition and results of operations and other matters and for complying with our disclosure obligations under Regulation FD. The information we post on our investor relations website, including information contained in investor presentations, may be deemed material. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, SEC filings and public conference calls and webcasts.
We are positioned to become the leading provider of an open, AI-driven commerce ecosystem designed to help businesses operate, innovate, and grow as AI-driven and agentic commerce increasingly shape how buyers engage with merchants. Our software-as-a-service platform enables merchants to orchestrate sophisticated digital commerce experiences across both owned and third-party channels, supporting a wide range of business-to-business ("B2B"), business-to-consumer ("B2C"), and small business ("SB") use cases.
Our unified platform is anchored by three core products: BigCommerce, our flexible and open commerce engine; Feedonomics, our AI-powered product data optimization and syndication platform; and Makeswift, our visual editor for building and managing storefront and content experiences. Together, these products enable merchants to centralize product data, deliver dynamic shopping experiences, and improve visibility across a growing set of discovery and buying channels, including emerging agentic surfaces. Through this integrated platform, we deliver differentiated value to merchants operating across complex markets, industries, and commerce workflows.
We are built around an open, partner-centric architecture. Rather than offering a closed technology stack, we prioritize flexibility and interoperability with a curated ecosystem of leading technology partners. Our platform integrates across payments, tax, shipping, order management, content management system ("CMS"), customer relationship management ("CRM"), and AI-enhanced marketing technology. Our strategy differentiates us from competitors that seek to control the full commerce technology stack; we instead focus our innovation and investment on core commerce capabilities, data orchestration, and platform extensibility, while enabling merchants to select best-of-breed solutions that meet their specific needs.
Digital commerce continues to evolve as consumers discovery and purchasing behavior increasingly fragments across AI-driven and third-party surfaces. Buyers are more frequently beginning their purchase journeys in AI interfaces rather than directly on a merchant's owned storefront. We provide the structured product data, composable technology, and scalable infrastructure that help merchants remain discoverable, trustworthy, and capable of transacting wherever those journeys begin. Our rebrand reflects both who we are today and our view of where digital commerce is going as we operate as a connected platform spanning storefronts, product data, and commerce experiences.
BigCommerce is leading a new era of ecommerce. We provide professional-grade commerce solutions that give businesses the power and agility to build for today with an eye toward tomorrow. Our team of brands—BigCommerce, Feedonomics, and Makeswift—work together to empower our customers with flexible commerce capabilities, powerfully connected data, and engaging digital experiences designed to optimize growth. As of December 31, 2024, we served 5,884 accounts with at least one unique enterprise plan subscription or an enterprise-level feed management subscription (collectively “enterprise accounts”). These accounts may have more than one Enterprise plan or a combination of Enterprise plans and Non-Enterprise plans.
We provide our customers with the flexibility to combine the right tools for the right job with a seamless front-and back-end experience. Our industry-leading team of experts, partnering with our customers to provide the speed and agility needed to grow on their own terms.
We strive to provide the world’s best software-as-a-service (“SaaS”) ecommerce platform for forward-thinking brands and retailers at all stages of ecommerce growth. Our platform serves customers across a wide variety of sizes, industries, and product categories seeking to differentiate themselves in-market with more tailored commerce experiences.
We believe our sophisticated functionality and composable SaaS platform make ecommerce success at scale more economically and operationally achievable than the competition. We lower the financial and operating cost of ecommerce by providing world-class technology as a service, including product, hosting, security, bug fixing, and continuous innovation. We believe no other SaaS platform offers comparable enterprise functionality and flexibility at our price point—an advantage increasingly recognized by the world’s most respected technology analysts.
Our partner ecosystem is also central to our business strategy. We believe we possess one of the deepest and broadest ecosystems of integrated technology solutions in the ecommerce industry. We strategically partner with, rather than compete against, the leading providers in adjacent categories, including payments, shipping, point of sale, content management systems, customer relationship management, enterprise resource planning, and omnichannel. Our partner-centric strategy stands in contrast to our largest competitors, which operate complex software stacks that compete across categories. We focus our research and development investments in our core product with an emphasis on composability, empowering our customers to grow and scale on their terms.
We plan to continue to investinvesting in our strategic offerings of B2B, B2C, and SB,SB asofferings, wellwith asan emphasis on simplifying our business, realigning investment toward our highest-value initiatives, and building newscalable partnershipsinfrastructure to support AI-enabled and continuingagentic commerce use cases. We expect to developadvance our portfoliogrowth strategy through continued product innovation, expansion of professional-gradestrategic partnerships, and development of AI-driven commerce solutions forthat forward-focusedaddress businesses.increasingly complex merchant needs. We will also investintend in andto grow our business by acquiring additionalnew customerscustomers, toexpanding ouradoption platform,and growingusage our revenue withamong existing customers, mitigating churn, and selectively expanding our presence in new marketsmarkets, while maintaining a disciplined focus on operating efficiency and profitability.
Strategic Brand Unification
We completed a strategic rebranding initiative, unifying our three core owned products; BigCommerce, Feedonomics, and Makeswift under a single brand identity: Commerce. This rebranding reflects a broader structural integration of our platform designed to enable a more cohesive and scalable approach to AI-led composable commerce.
This unification has allowed us to align internal operations across product development, sales and marketing, and customer success. Functionally, the unified platform now operates as a multi-layered solution that includes storefront capabilities, embedded data services, and a growing network of curated partnerships.
Our architecture is designed to support a wide range of commerce use cases, allowing us to operate flexibly across the technology stack as the storefront experience, the underlying data infrastructure, or the full platform layer depending on merchant needs. This flexible model enhances our ability to support both complex and emerging commerce environments, while improving our ability to cross-sell platform capabilities and drive incremental revenue. We believe this versatility is a key differentiator in the market and positions us to capture value across a broad spectrum of ecommerce environments.
Leveraging artificial intelligence to drive value
AI has become a core component of our strategic and operational framework, supporting key initiatives across product development, customer experience, and go-to-market execution. We continue to advance our agentic foundation. Our AI strategy is focused on delivering practical, merchant-facing outcomes, including improved product discoverability, higher conversion, and more intelligent storefront and shopping experiences. These efforts are focused on improving usability and efficiency while seeking to limit incremental technical complexity for merchants.
We have architected our Commerce platform to support emerging AI-driven shopping and discovery models. Feedonomics functions as a product data enrichment and syndication layer, enabling structured product data to be distributed across branded storefronts, advertising channels, marketplaces, and certain AI-enabled discovery surfaces. This enables merchants to remain visible and competitive at the point of decision as consumer discovery increasingly shifts towards AI-driven experiences.
Through our open, modular platform, merchants can adopt AI driven services, such as intelligent merchandising, dynamic pricing, agent-assisted support, and automated fulfillment, into their commerce stack at their own pace. We continue to expand partnerships with technology providers to support the integration into AI-driven commerce environments.
These initiatives reflect broader transformation and increased investment in innovation. In 2026, we plan to significantly increase our investment in research and development, with a focus on embedding AI capabilities into our core commerce platform while extending Feedonomics as the data and infrastructure layer for agentic commerce. Our focus remains on embedding AI deeply and responsibly across the commerce lifecycle, ensuring merchants remain discoverable, performant, and in control of their customer experience as the industry transitions toward an AI and agent led era of commerce.
Investment in core offerings
We continue to invest in our core commerce offerings to support growth across enterprise B2B and B2C customer segments, as well as SB use cases.
To support B2B customers, we continued to enhance our platform with features such as multi-company hierarchy support, roles based access controls, and configure-price-quote ("CPQ") tool. Additionally, we enabled "B2B Edition" in the BigCommerce core control panel, driving a seamless customer experience across a wide range of features. These investments help customers better manage complex organizational structures and workflows, reducing cost and enabling better buyer experiences.
We continued to make strategic progress with our small and midsize businesses with the launch of Feedonomics Surface, a new self-service feed management solution. The solution delivers a streamlined, automated experience designed to support scalable multichannel commerce. This represents an extension of enterprise grade functionality to smaller merchants. Future enhancements are expected to include additional advertising, marketplace, social and agentic channel integrations as well as AI driven feed optimization to further improve merchant performance and retention.
To help enterprise B2C customers, we rolled out a series of AI-driven improvements in product catalog categorization, attribute population, and schema mapping that allow for better sales across channels and 1P websites, saving customers significant operations expenditure and enabling sales lift. We also made improvements to other "critical-to-quality" commerce capabilities including checkout, promotions, permissions, payments, storefront creation and editing, and catalog management.
Collectively, these investments in our core offerings allow our customers to reduce costs and drive growth through better buyer experiences on 1P and 3P digital channels.
Expansion of growth initiatives
We continue to evaluate and refine our pricing, packaging, and monetization models to better align value delivered with value captured across our product portfolio. These efforts may include expanding cross-sell and upsell opportunities, introducing bundled offerings, and launching optional monetization solutions such as our branded payments offering.
Our new BigCommerce payments offering, expected to launch in fiscal year 2026, is designed to provide an integrated payment processing option for small and mid-sized customers looking for a streamlined, integrated way to activate payments, and simplify onboarding. This offering is designed to enhance our overall monetization of GMV and alignment with merchants, while improving customer retention and introducing modern payments capabilities in a scalable, capital-efficient manner.
Continued growth of ecommerce domestically and globally
Ecommerce is rapidly transforming global B2C and B2B commerce. The rapid growth in ecommerce is prompting companies to adopt ecommerce platforms like BigCommerce to create compelling branded ecommerce stores and power cross-channel connections to online marketplaces, social networks, and offline POS systems.
The growth of our customer base isremains important to our continued revenue growth. We believe we are positioned to grow through a combination of ourdirect ownsales efforts, marketing and sales initiatives, customerproduct-led growth channels, and referrals from our agency and technology partners, and word-of-mouth referrals from existing customers.partners.
We are focused on driving capital-efficient customer acquisition by leveraging our partner ecosystem, optimizing inbound marketing strategies, and emphasizing scalable distribution channels. Our partner-centric strategy is intended to enable customers to compose solutions that integrate with adjacent technology providers, including payments, fulfillment, ERP, marketing, and other categories, and may support demand generation through ecosystem-led distribution.
We continually evaluate our ideal customer profiles and resource allocation to prioritize customer segments and industries where our open, composable, and AI-enabled platform provides differentiated value. As part of our broader platform strategy, we have positioned Commerce as the parent brand unifying BigCommerce, Feedonomics, and Makeswift, reflecting an evolution toward an open, intelligent ecosystem designed to support modular commerce architectures and emerging AI-enabled and agentic commerce use cases.
Our B2C customers include branded manufacturers, multi-brand online retailers, and store-based retailers. These customers may use our platform for storefront management, merchandising, and omnichannel selling, and often integrate third-party technologies across marketing, payments, content management, and fulfillment.
We serve customers that represent an array of B2C and B2B retail sectors, including fashion and apparel, home and garden, sports and outdoors, food and beverage, jewelry, health and beauty, automotive, industrial, manufacturing, and more. Our customers sell across channels from online and offline stores to social media platforms to digital marketplaces and countless combinations, connecting with consumers around the world.
Our B2C audience includes branded manufacturers, multi-brand online retailers, and store-based retailers. We serve this category of business with a platform offering enterprise-grade functionality, openness, and performance capabilities, allowing B2Cs the flexibility to modernize and customize at a lower total cost of ownership than competitors. Our powerful storefront speed, open partner ecosystem, multi-brand/international capabilities, and robust security make BigCommerce an ideal fit for this group.
We cater to a range of B2B businesses, including manufacturers, distributors, wholesalers, professional services, and hybrid B2B/B2C sellers. WeThese supportcustomers thismay groupuse withcapabilities asuch platformas offeringaccount anchoredhierarchies, oncustomer improvedspecific operationalpricing, efficiencyquoting workflows, and customer experience through digital transformation. With its advanced B2Bprocurement-related functionality and flexibility, BigCommerce is uniquely equipped to servesupport complex B2B use cases, whether businesses are new to online selling, seeking to scale, or looking to expand into new marketscases and channels.digitize traditional sales motions.
Small business customers are typically growth-oriented merchants that may initially adopt foundational commerce functionality and expand usage as their operations scale. We seek to serve the SB market through accessible onboarding, self-service capabilities, and integrations that allow them to add functionality over time.
Small businesses using BigCommerce are growth-oriented B2C and B2B businesses typically ranging from $0.5 million to $5 million in total annual revenue. We serve the SB market by providing commerce capabilities that meet their changing needs and increasingly complex use cases as they grow and scale up-market.
We serve these lines of business with professional-grade commerce solutions, high-touch experiences and seamless integration, providing dependable, customizable, and scalable tools that drive growth and enable business agility. With a synergistic combination of flexible platform capabilities, powerfully connected data, and visually captivating customer experiences, our BigCommerce,unified Feedonomics,platform and Makeswift technologies work together to helphelps businesses transform commerce operations, elevate customer experiences, and optimize revenue across all channels.
We believe our long-term revenue growth is correlated with theour growthability to retain customers and expand their adoption of our existing customers’ commerce businesses.platform. We continue to invest in product functionality to maximize customer success and retention.retention, Ourincluding revenueinvesting growsin withour thattechnology to mitigate customer churn. Revenue from existing customers may increase through subscription plan upgrades, additional store deployments, expanded product utilization within Feedonomics, and the adoption of additional products, modules or bundled offerings across our customers.portfolio. As theycustomers generategrow moretheir onlinecommerce sales, we generate moreoperations, subscription revenue may increase through automated sales-based upgradesadjustments on our Non-Enterprisecertain plans and orderorder-based adjustmentsadjustment on our Enterpriseenterprise plans. Typical Enterprise contracts have terms ranging from 12 to 36 months and do not include the ability to terminate for convenience.
AsIn our customers’ online sales increase, ouraddition, partner and services revenue generated bythrough revenue-sharing agreements with our strategic technology partners generally increases as well.customer transaction volumes grow and as customers adopt additional integrated solutions within our ecosystem. Our ability to retain and grow our customers’ commerce businesses often depends on the continued expansion of our platform and the capabilities of our strategic technology partners to provide revenue generating services to our customers. We continually evaluate prospective and existing partners’ abilities to enhance the capabilities of our customers’ commerce businesses. We add new partners and expand existing partner relationships to enhance the utility of our platform, while creating new opportunities to expand our revenue share in partner and services revenue. As we continue to grow as a platform, we believe our ability to realize more favorable and expansive revenue share agreements will grow as well.
We also grow by selling additional stores to existing customers. Our larger customers will often first use our platform to build a single online store that serves a single brand within their portfolio. These customers can then expand their usage of our platform by launching additional stores to serve additional brands, geographies, or use cases (e.g., B2B in addition to B2C). We continue to invest in product innovation, platform functionality, and customer success initiatives to support retention and drive increased adoption across our unified Commerce platform.
Additionally, we have seen meaningful growth in the lifetime value of our Feedonomics customers, driven by both higher engagement and the increase in the number and variety of stock keeping units ("SKU"s)products available to them.
The expansion of our Feedonomics SKU offerings has played a crucial role in both retaining existing customers and enabling their growth within our ecosystem. By continuously adding new features, tools, and integrations across our product suite, we have been able to meet the evolving needs of our customers, making it easier for them to expand their use of our platform and adopt additional solutions.
As a result, we have experienced a marked increase in customer retention rates. Our ability to offer more tailored solutions through a broader range of SKUsproduct offerings has allowed us to build stronger, more personalized relationships with customers, which in turn has contributed to reduced churn. InOur particular, customers who have adopted multiple SKUs or upgradedability to higher-tier plans have shown increased satisfactionmaintain and longerimprove subscriptionnet periods.revenue retention is influenced by product performance and innovation, pricing and packing, and the overall growth of our customers' commerce operations.
We have made significant investments in our SaaS platform and our global infrastructure,infrastructure. whichAs we believescale willour yieldbusiness, futurewe seek to drive operating leverage andby profitgrowing marginrevenue expansion.at a rate that exceeds the growth of operating expenses. Research and development has historically been one of our largest operating expense categories. By expanding our lower-cost engineering in lower-cost international locations,locations and our use of AI, we are increasing development capacity while also driving leverage in engineering cost as a percentage of total revenue. In addition, we believe we will achieve operating leverage in marketing by continuing to emphasize lower-cost inbound techniques and growth in customer referrals from our technology and agency partners, especially as our revenue mix continues to shift to our enterpriseideal plans.customer profiles. While we may see changes in margins from one period to another based on our relative pace of expansion and the associated level of investments required, we believe we will be able to run our business more efficiently as we continue to grow our revenue and gain further operating leverage as we scale.
Successful international expansion
Our current operations are international in scope and we plan to increase the international portion of our business. We believe our platform's adaptability positions us to capture a larger share of the international market. We enhance our ability to compete in new geographies by ensuring our platform is accessible and user-friendly, through localization efforts such as control panel translations and integration with local payment processors.
We review the following business metrics to measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. Increases or decreases in our business metrics may not correspond with increases or decreases in our revenue.revenue or operating results. As an example, some of our business metrics include annual revenue run-rate (“ARR”), subscription annual revenue run-rate (“Subscription ARR”), average revenue per account, and others are calculated as of the end of the last month and or the date of the reporting period.
We have elected to discontinue reporting certain historical business metrics and introduced two new measures that we believe better reflect the health and operating focus of the business following the fiscal year 2025 realignment. As a result, management has determined that Enterprise Account Metrics will no longer be disclosed by the Company beginning in fiscal year 2026. In connection with this change, we are introducing Gross Merchandise Volume ("GMV") and Net Revenue Retention ("NRR") as additional key operating metrics to provide investors with supplemental insight into the scale of commerce transacted on our platform and customer retention trends.
We calculate annual revenue run-rate (“ARR”) at the end of each month as the sum of: (1) contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue, and (2) the sum of the trailing twelve-month non-recurring and variable revenue, which includes one-time partner integrations, one-time fees, payments revenue share, and any other revenue that is non-recurring and variable.
The chart below illustrates Annual revenue run-rate (ARR) as of the periods ended.
Gross Merchandise Volume (GMV)
Gross Merchandise Volume (“GMV”) represents the total dollar value of completed checkout transactions facilitated through the Commerce platform during the reporting period, including shipping and taxes. GMV is reported on a gross basis before deducting refunds or discounts. GMV is not a measure of revenue.
The chart below illustrates Gross Merchandise Volume for the twelve months ended.
Net Revenue Retention (NRR)
Net Revenue Retention (“NRR”) measures our ability to retain and expand revenue from existing customers over time. NRR is calculated by dividing total billings and allocated partner revenue from a cohort of customers during the trailing twelve-month period by the total billings and allocated partner revenue from the same customer cohort in the corresponding prior-year period. NRR reflects the impact of customer expansion and contraction and excludes revenue from customers added after the prior twelve-month period.
The chart below illustrates Net Revenue Retention for the twelve months trailing as of:
What changed in the latest 10-Q
Risk Factors
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Strategic Brand Unification”
Removed heading “Acquisition related expenses”
Removed heading “Acquisition related expenses”
Largest changes
see in full comparisonDuringWethealsosecond quarter of fiscal 2026, we are updatingupdated our plan structure, including plan names, GMV thresholds, and support tiers, andintroducingintroduced a fee on certain orders processed through non-embedded payment providers for self-service merchants. Wewill replacereplaced our prior Standard, Plus, Pro, and Enterprise plans with Core, Growth, Scale, and Performance plans. These changesarereflectintendedour strategic decision toalignprioritize a more focused group of strategically aligned payment partners while maintaining merchant choice through ourplatform with a defined set of integrated payment partners, where we are prioritizing investment to enhance checkout performance, expand localized payment methods,open andimprovecomposablemerchant and buyer experience.platform. We believeincreasedthisadoptionapproachmayimprovesimprovemerchantconversion,outcomes,retention,strengthens alignment with key partners, andplatformsupportsengagement,morealthoughdurable long-term monetization, and enhances theextentlong-termandeconomicstimingofremainouruncertain.platform.
“We continued to make strategic progress with our small and midsize businesses with the launch of Feedonomics Surface, a new self-service feed management solution. The solution delivers a streamlined, automated experience designed to support scalable multichannel commerce. This represents an extension of enterprise grade functionality to smaller merchants. Future enhancements are expected to include additional advertising, marketplace, social and agentic channel integrations as well as AI driven feed optimization to further improve merchant performance and retention.”see in full comparison
Digital commerce continues to evolve assee in full comparisonconsumersconsumer discovery and purchasing behavior increasinglyfragmentsoccur acrossAI-drivenAI-powered and third-partysurfaces.digitalBuyers are more frequently beginning their purchase journeys in AI interfacessurfaces rather thandirectlyexclusivelyonthrougha merchant'smerchants' ownedstorefront.storefronts. We provide the structured product data, composable technology, and scalable infrastructure that help merchants remain discoverable, trustworthy, and capable of transacting wherever those journeys begin.OurWerebrandbelievereflectsourbothintegratedwhoplatformwehelpsaremerchantstodayaddress these evolving requirements by connecting product intelligence, digital experiences, andourtransactionviewcapabilities across an expanding ecosystem ofwhere digitalcommerceis going as we operate as a connected platform spanning storefronts, product data, and commerce experiences.channels.
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Our unified platform is anchored by three corecomplementary products:layers BigCommerce,that together enable merchants to manage commerce across increasingly fragmented digital environments. BigCommerce serves as our transaction layerlayer, that executesexecuting transactions and commerce logic;logic. Feedonomics,Feedonomics serves as our product intelligence layerlayer, thathelping createsmerchants astructure, clean,enrich, enriched, structured understanding of products;optimize and Makeswift,distribute product data across marketplaces, advertising channels, and emerging AI-powered discovery surfaces. Makeswift serves as our experience layerlayer, thatenabling composesmerchants to compose and governsgovern whatdigital the customer seesexperiences across web, mobile, and emerging AI interfaces. Together, these products enable merchants to centralize product data, deliver dynamic shopping experiences, and improve visibility across a growing set of discovery and buying channels,channels includingwhile emergingsupporting agentic surfaces. Through this integrated platform, we deliver differentiated value to merchants operating acrossincreasingly complex markets, industries, and commerce workflows.
We are built around an open, partner-centric architecture. Rather than offering a closed technology stack, we prioritize flexibility and interoperability with a curated ecosystem of leading technology partners. Our platform integrates across payments, tax, shipping, order management, content management system ("CMS"), customer relationship management ("CRM"), and AI-enhanced marketing technology. Our strategyplatform is designed to serve as merchant's complete commerce solution or integrate alongside existing commerce technologies, enabling customers to adopt the solutions that best meet their business needs. We believe this approach differentiates us from competitors that seek to control the full commerce technology stack; weby insteadallowing us to focus our innovation and investment on core commerce capabilities, data orchestration, and platform extensibility,extensibility while enabling merchants to select best-of-breed solutions that meet their specific needs.
Digital commerce continues to evolve as consumersconsumer discovery and purchasing behavior increasingly fragmentsoccur across AI-drivenAI-powered and third-party surfaces.digital Buyers are more frequently beginning their purchase journeys in AI interfacessurfaces rather than directlyexclusively onthrough a merchant'smerchants' owned storefront.storefronts. We provide the structured product data, composable technology, and scalable infrastructure that help merchants remain discoverable, trustworthy, and capable of transacting wherever those journeys begin. OurWe rebrandbelieve reflectsour bothintegrated whoplatform wehelps aremerchants todayaddress these evolving requirements by connecting product intelligence, digital experiences, and ourtransaction viewcapabilities across an expanding ecosystem of where digital commerce is going as we operate as a connected platform spanning storefronts, product data, and commerce experiences.channels.
We plan to continue investing in our strategic B2B, B2C, and SB offerings, with an emphasis on simplifying our business, realigning investment toward our highest-value initiatives, and building scalable infrastructure to support AI-enabled and agentic commerce use cases. We intend to prioritize initiatives and strategic partnerships that we believe deliver the greatest long-term value for merchants while simplifying execution and strengthening our platform. We expect to advance our growth strategy through continued product innovation, expansion of strategic partnerships, and development of AI-driven commerce solutions that address increasingly complex merchant needs. We also intend to grow our business by acquiring new customers, expanding adoption and usage among existing customers, mitigating churn, and selectively expanding our presence in new markets, while maintaining a disciplined focus on operating efficiencyefficiency, profitability, and profitabilitycash flows.
Strategic Brand Unification
We completed a strategic rebranding initiative, unifying our three core owned products; BigCommerce, Feedonomics, and Makeswift under a single brand identity: Commerce. This rebranding reflects a broader structural integration of our platform designed to enable a more cohesive and scalable approach to AI-led composable commerce.
While Commerce has historically been described as storefront-centric, we believe it is increasingly becoming more data-centric, distributed, and orchestrated. Product data must be structured and enriched, discovery and engagement occur across multiple surfaces, and systems must coordinate experience, pricing, inventory, and transaction execution.
This unification has allowed us to further align internal operations across product development, sales and marketing, and customer success. Functionally, the unified platform now operates as a multi-layered solution that includes storefront capabilities, embedded data services, and a growing network of curated partnerships.
Our platform is organized across three integrated layers; product intelligence, experience, and transaction. Built on an unified, open, API-first framework, the platform enables us to operate as a full-stack solution or provide modular capabilities alongside third-party systems. We believe this flexibility is increasingly important as AI reshapes how commerce is designed, manage, and transacted across channels.
Our platform is designed to address these requirements through three integratedcomplementary layers. Feedonomics serves as our product intelligence layer, enabling merchants to normalize, enrich, and syndicate product data across storefronts, marketplaces, advertising channels, and certain AI-enabledAI-powered discovery surfaces. Makeswift serves as our experience layer, allowing merchants to create, manage, and govern digital experiences across web, mobile, and emerging interfaces, including those supported by AI technologies. BigCommerce serves as our transaction layer, providing core transaction functionality, including cart, checkout, order management, pricing, promotions, and related APIs.
We believe the integration of these layers alignspositions withmerchants howto participate in the continued evolution of digital commerce systems are evolving as AI adoption increases, with greater emphasis on structured data, governed experiences,increases and reliableproduct discovery, customer engagement, and transaction execution.execution become increasingly distributed across AI-enabled channels. Our open, API-first architecture allows merchants to deploy our platform as a full solution or alongside third-party systems as needed.
We continue to focus on embeddingembed AI capabilities across the commerce lifecycle in a practical and responsible manner while supporting merchants as commerce evolves toward more distributedAI-enabled and AI-enabledagent-driven models.
We continue to invest in our core commerce offerings to support growth across enterprise B2B and B2C customer segments,customers, as well as SB use cases.cases, with a disciplined focus on initiatives that we believe deliver the greatest long-term value for merchants and strengthen our platform.
ToFor supportenterprise B2B customers, we continuedcontinue to enhance our platform with features supporting complex commerce operations, including improvements to organizational structuresmanagement, purchasing workflows, pricing, and workflows,transaction including multi-company hierarchy support, roles based access controls, and configure-price-quote ("CPQ") tool.execution. We also integratedcontinue "to expand B2B Edition"capabilities, capabilitiesincluding intodeeper integration within the BigCommerce core control panelplatform, to provide a more unified user experience across features.experience. We believe these investments improvehelp ourmanufacturers, customers' ability to manage complex organizational structuresdistributors, and workflows,other enterprise merchants streamline purchasingoperations processes,while andsupporting support moreincreasingly sophisticated pricing and quotingcommerce requirements.
We also continue to expand Feedonomics Surface, our self-service feed management solution for small and midsize businesses. We expanded Surface's channel availability, providing merchants with additional opportunities to syndicate optimized product data across advertising, marketplace, social, and emerging AI-powered discovery channels. We believe these enhancements simplify multichannel commerce, improve product visibility, and extend enterprise-grade product intelligence capabilities to a broader base of merchants.
Across our platform, we continue to invest in AI-enabled capabilities designed to improve in product discovery, automate merchant workflows, and support emerging agent-enabled commerce experiences. We also continue to enhance core commerce functionality, including checkout, promotions, storefront management, and catalog capabilities, while expanding BigCommerce Payments to provide merchants with a more integrated payments experience.
We believe these investments reduce operational complexity, improve merchant outcomes, and position our platform to support the continued evolution of digital commerce as AI adoption, distributed product discovery, and agent-enabled commerce increasingly reshape how merchants engage with customers.
We continued to make strategic progress with our small and midsize businesses with the launch of Feedonomics Surface, a new self-service feed management solution. The solution delivers a streamlined, automated experience designed to support scalable multichannel commerce. This represents an extension of enterprise grade functionality to smaller merchants. Future enhancements are expected to include additional advertising, marketplace, social and agentic channel integrations as well as AI driven feed optimization to further improve merchant performance and retention.
To support enterprise B2C customers, we introduced a series of AI-enabled enhancements across our platform, including improvements in product catalog categorization, attribute population, and schema mapping. We also made improvements to other "critical-to-quality" commerce capabilities including checkout, promotions, permissions, payments, storefront creation and editing, and catalog management.
These investments are intended to reduce operational complexity and support product visibility, conversion, and transaction execution across both direct-to-consumer and third-party digital channels. As AI-enabled technologies and agent-based workflows continue to evolve, we believe the importance of structured product data, governed experience management, and reliable transaction infrastructure will continue to shape our product development priorities, as commerce expands across a broader set of channels, interfaces, and agent-driven environments.
We continue to evaluate and refine our pricing, packaging, and monetization models to better align value delivered with value captured across our product portfolio. TheseAs effortspart mayof includethese expandingefforts, cross-sellwe continue to invest in strategic growth initiatives including, BigCommerce Payments, AI-enabled commerce capabilities, B2B solutions, Feedonomics Surface, and upsellother opportunities,platform introducingenhancements bundledthat offerings,we believe strengthen merchant outcomes and developingsupport additionallong-term monetization solutions, including payments-related offerings.monetization.
InDuring Marchthe fiscal year 2026, we launched BigCommerce Payments, anour integrated payment processing option designed primarily for small and mid-sized customers looking for a streamlined, integrated approach to activate payments, and simplify onboarding. We believehave thiscontinued approachto mayexpand improveadoption customerof retentionBigCommerce Payments and increasebelieve monetizationit ofstrengthens GMV,merchant whilerelationships allowingand usenhances tothe scalemerchant payments in a capital-efficient manner.experience.
DuringWe thealso second quarter of fiscal 2026, we are updatingupdated our plan structure, including plan names, GMV thresholds, and support tiers, and introducingintroduced a fee on certain orders processed through non-embedded payment providers for self-service merchants. We will replacereplaced our prior Standard, Plus, Pro, and Enterprise plans with Core, Growth, Scale, and Performance plans. These changes arereflect intendedour strategic decision to alignprioritize a more focused group of strategically aligned payment partners while maintaining merchant choice through our platform with a defined set of integrated payment partners, where we are prioritizing investment to enhance checkout performance, expand localized payment methods,open and improvecomposable merchant and buyer experience.platform. We believe increasedthis adoptionapproach mayimproves improvemerchant conversion,outcomes, retention,strengthens alignment with key partners, and platformsupports engagement,more althoughdurable long-term monetization, and enhances the extentlong-term andeconomics timingof remainour uncertain.platform.
We are focused on driving capital-efficient customer acquisition by leveraging our partnercurated ecosystem,ecosystem optimizingof inboundtechnology marketing strategies,partners and emphasizingprioritizing scalablestrategic distributionpartner channels.relationships that deliver the best merchant outcomes while creating long-term, aligned economic value for Commerce. Our partner-centricpartner strategy is intended to enable customers to compose solutions that integrate with adjacent technology providers, including payments, fulfillment, ERP, marketing, and other categories, and may support demand generation through ecosystem-led distribution.
We continually evaluate our ideal customer profiles, strategic priorities, and resource allocation to focus our investments on customers, industries, and use cases where we can deliver the greatest long-term value. Our unified platform supports enterprise B2B and B2C customers, as well as small businesses, through integrated commerce, product intelligence, and digital experiences capabilities designed to address increasingly complex and AI-enabled commerce environments.
We continually evaluate our ideal customer profiles and resource allocation to prioritize customer segments and industries where our open, composable, and AI-enabled platform provides differentiated value. As part of our broader platform strategy, we have positioned Commerce as the parent brand unifying BigCommerce, Feedonomics, and Makeswift, reflecting an evolution toward an open, intelligent ecosystem designed to support modular commerce architectures and emerging AI-enabled and agentic commerce use cases.
Our B2C customers include branded manufacturers, multi-brand online retailers, and store-based retailers. These customers may use our platform for storefront management, merchandising, and omnichannel selling, and often integrate third-party technologies across marketing, payments, content management, and fulfillment.
We cater to a range of B2B businesses, including manufacturers, distributors, wholesalers, professional services, and hybrid B2B/B2C sellers. These customers may use capabilities such as account hierarchies, customer specific pricing, quoting workflows, and procurement-related functionality to support complex B2B use cases and digitize traditional sales motions.
Small business customers are typically growth-oriented merchants that may initially adopt foundational commerce functionality and expand usage as their operations scale. We seek to serve the SB market through accessible onboarding, self-service capabilities, and integrations that allow them to add functionality over time.
We serve these lines of business with professional-grade commerce solutions, high-touch experiences and seamless integration, providing dependable, customizable, and scalable tools that drive growth and enable business agility. With a synergistic combination of flexible platform capabilities, powerfully connected data, and visually captivating customer experiences, our unified platform helps businesses transform commerce operations, elevate customer experiences, and optimize revenue across all channels.
We believe our long-term revenue growth is correlated with our ability to retain customers and expand their adoption of our platform. We continue to invest in product functionalityinnovation, platform functionality, and customer success initiatives to maximize customer successretention and retention,long-term includingmerchant investing in our technology to mitigate customer churn.success. Revenue from existing customers may increase through subscription plan upgrades, additional store deployments, expanded product utilization within Feedonomics, and the adoption of additionalBigCommerce products,Payments, modulesFeedonomics, orB2B bundledcapabilities, offeringsAI-enabled acrosssolutions, and broader utilization of our portfolio.platform. As customers grow their commerce operations, subscription revenue may also increase through automated sales-based adjustments on certain plans and order-based adjustment on enterprise plans.
In addition, partnerPartner and services revenue generated through revenue-sharing agreements with our strategic technology partners generally increases as customer transaction volumes grow and as customers adopt additional integrated solutions within our ecosystem. Our ability to retain and grow our customers’ commerce businesses often depends on the continued expansion of our platform and the capabilities of our strategic technology partners to provide revenue generating services to our customers. We continually evaluate prospective and existing partners’ abilities to enhance the capabilities of our customers’ commerce businesses. We add new partners and expand existing partner relationships to enhance the utility ofAs our platform,platform while creating new opportunities to expand our revenue share in partner and services revenue. As we continue to grow as a platform,evolves, we believe our abilitypartner ecosystem will continue to realizesupport morecustomer favorableadoption and expansiveengagement revenuewhile sharecreating agreementsopportunities willfor growsustainable as well.growth.
Our technology partner ecosystem remains central to our business strategy and long-term growth. We are built around an open, partner-centric architecture that enables merchants to integrate technologies across a broad range of commerce capabilities while allowing us to focus our investments on our core commerce platform, AI-enabled solutions, and platform extensibility.
As our business has evolved, we have adopted a more disciplined approach to our partner ecosystem by prioritizing investment in a more focused group of strategically aligned technology partners where we believe we can deliver the greatest long-term value for merchants and strengthen our platform. We continue to concentrate our efforts on deeper strategic partner relationships that we believe improve merchant outcomes and support more durable long-term economics, while maintaining merchant choice through our open and composable architecture.
Our partner ecosystem is also central to our business strategy. We believe we possess one of the deepest and broadest ecosystems of integrated technology solutions in the ecommerce industry. We strategically partner with, rather than compete against, the leading providers in adjacent categories, including payments, shipping, point of sale, content management systems, customer relationship management, enterprise resource planning, and omnichannel. Our partner-centric strategy stands in contrast to our largest competitors, which operate complex software stacks that compete across categories. We focus our research and development investments in our core product with an emphasis on composability, empowering our customers to grow and scale on their terms.
Acquisition related expenses
Interest expense consists primarily of the interest expense from the amortization of the debt issuance costs and coupon interest attributable to our 2028 and 2026 Convertible Notes with offsetting amortization of the debt premium related to the 2028 Convertible Notes.Notes and capitalization of interest expense.
Our provision for income taxes consists primarily of current state and foreign jurisdictions in which we conduct business, deferred income taxes associated with amortization of tax deductible goodwill. For U.S. federal income tax purposes and in certain foreign and state jurisdictions, we have NOL carryforwards. The foreign jurisdictions in which we operate have different statutory tax rates than those of the United States. Additionally, certain of our foreign earnings may also be currently taxable in the United States. Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate.
The composition of our revenue by geographic region during the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 were as follows:
Comparison of the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025
Total revenue increased for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The change related to an increase in partner and services revenue of $0.6 million driven primarily by increases in stand ready revenue of $0.3 million and sponsorship revenue of $0.3 million. These increases were offset by a decrease in subscription solutions revenue of $0.5 million as a result of a contract termination fee that was recognized in the prior period.
Total revenue increased for the threesix months ended MarchJune 31,30, 2026, from the threesix months ended MarchJune 31,30, 2025, as a result of increasesan increase in both subscription solutions revenue of $1.0 million primarily driven by new customers and upgrades, and an increase in partner and services revenue. Subscription solutions revenue increasedof primarily$3.5 duemillion which was attributed to increasesan increase partner integrations of $4.1 million offset by a decrease in small business, enterprise, and Feedonomics customers. Partner andprofessional services revenue increased primarily as a result of revenue$0.6 attributed to partner integrations.million.
Cost of revenue increased for the three months ended MarchJune 31,30, 2026, from the three months ended MarchJune 31,30, 2025,2025. andThe grosschange margin decreasedrelated to 76.7 percent from 79.4 percent. Thean increase inof expense$2.9 is primarily attributable to increasesmillion in software and web hosting costs offrom $2.6increased million,activity $0.4in millionthe current year and the expiration of ITusage relatedcredits costs,in the prior period and depreciationan increase in allocated overhead costs of $0.2$0.3 million.
Cost of revenue increased for the six months ended June 30, 2026, from the six months ended June 30, 2025. The change was due to an increase of $5.5 million in web hosting costs from increased activity in the current year and the expiration of usage credits utilized in the prior period, as well as increased allocated overhead costs of $1.0 million.
We expect cost of revenue to remain consistent in the near term in both absolute dollars and as a percentage of revenue.
We expect cost of revenue to increase in absolute dollars primarily driven by additional hosting costs, but anticipate that cost of revenue as a percentage of revenue will remain consistent in future periods. We expect gross margin percentage to remain consistent in future periods.
Sales and marketing expenses decreased for the three months ended MarchJune 31,30, 2026 from Marchthe 31,three months ended June 30, 2025. The period over period changedecrease of $4.2$7.6 million was primarily drivenrelated to actions implemented by the Company's in prior periods to optimize operational costs and efficiencies. These initiatives resulted in reductions in payroll costssalaries and share-based compensation expense of $3.5$6.6 million, $1.0$0.6 million of variable marketing spend and $0.7 million of IT related costs, partially offset by increases in amortization of cloud computing arrangements of $0.6 million,spend, and $0.4 million of otherallocated expenses such as professional services, depreciation, and capitalized internaloverhead costs.
Sales and marketing expenses decreased for the six months ended June 30, 2026, from the six months ended June 30, 2025. The decrease was primarily related to a reduction in salaries and share-based compensation expenses of $10.1 million, variable marketing costs of $1.1 million, and $0.5 million reduction of allocated overhead costs as a result of the actions taken by the Company as described above.
We expect sales and marketing expenses to decrease,remain consistent, both in absolute dollars and as a percentage of revenue, in the near term, primarily as a result of initiatives implemented to optimize operational costs and efficiencies in connection with the 2025 Restructure.term.
Research and development expenses decreased for the three months ended MarchJune 31,30, 2026 from Marchthe 31,three months ended June 30, 2025, primarily duerelated to a decreasedecreases in staffingshare-based compensation expense of $1.4 million, increased compensation costs capitalized related to our go to market products of $2.1$2.0 million, including stock-based compensation and associated payroll costs, $1.2 million reduction in capitalized internal costs, offset by increases of $1.4 million in professional services costs and otherallocated variableoverhead spendcosts of $1.4 million, and increases in other expenses such as IT related costs and depreciation of $0.7 million.
Research and development expenses decreased for the six months ended June 30, 2026, from the six months ended June 30, 2025, primarily due to a decrease in salaries and share-based compensation expense of $3.4 million, increases in compensation costs capitalized related to our go to market products of $3.2 million, offset by increases in professional services costs of $2.5 million and allocated overhead costs of $2.3 million.
General and administrative expenses decreased for the three months ended June 30, 2026 from the three months ended June 30, 2025, primarily due to actions implemented by the Company's in prior periods to optimize operational costs and efficiencies. These initiatives resulted in reductions in professional services of $1.2 million, salaries and share-based compensation expense of $0.7 million, and bad debt expense of $0.5 million. The decrease was offset by increases in allocated overhead costs of $0.7 million.
General and administrative expenses increaseddecreased for the threesix months ended MarchJune 31,30, 20262026, from Marchthe 31,six months ended June 30, 2025, primarily duerelated to a $2.1$1.7 million decrease in stock-basedprofessional compensationservices associatedcosts withand executive departures, offset by a $0.7$1.2 million decrease in bad debt expenseexpense. These decreased were offset by increases in salaries and othershare-based expensescompensation suchexpense of $1.4 million and allocated overhead costs of $0.4 million as professionala services and depreciationresult of $0.9the million.actions taken by the Company as described above.
We expect that general and administrative expenses as a percentage of revenue to decreaseremain consistent in the near termterm, primarily as a result of initiatives implemented to optimizereflecting operational costs and efficiencies in connection with the 2025 Restructure.efficiencies.
Amortization of intangible assets decreased for the three and six months ended MarchJune 31,30, 2026 from Marchthe 31,three 2025.and Thesix decreasemonths wasended dueJune to30, 2025 as a result of certain acquired assets being fully amortized in the prior year.
Acquisition related expenses
Acquisition related expense decreased for the three and six months ended MarchJune 31,30, 2026 from Marchthe 31,three 2025.and Thesix decreasemonths wasended dueJune 30, 2025 primarily attributable to the amortization of deferred compensation for the Makeswift acquisition which was fully amortized for the year ended December 31, 2025.
Restructuring charges decreased for the three and six months ended MarchJune 31,30, 2026 from the three and six months ended MarchJune 31,30, 2025. For the three and six months ended MarchJune 31,30, 2026, restructuring charges included severance payments, professional services, and other related costs.
We expect to incur additional costs relating to the 2025 Restructure of approximately $2.0$1.0 million to $4.6$3.0 million through the first half of fiscal 20262027 relating to retention benefits and professional services costs.
Other income (expense)
CMRC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 3 filings (1 insider, 3 trade dates, 9,181 shares, about $26.2K; 3 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -9,181 (purchases minus sales); net value about -$26.2K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-21 | Cassidy Charles D |
Shares withheld for tax | 281 | $3.33 | $936 |
| 2026-08-24 | Lentz Daniel |
Open-market sale |
797 | $2.22 | $1.8K |
| 2026-08-21 | Lentz Daniel |
Shares withheld for tax | 1,724 | $2.22 | $3.8K |
| 2026-08-21 | Hess Christopher Travis |
Shares withheld for tax | 3,448 | $2.22 | $7.7K |
| 2026-08-21 | Cassidy Charles D |
Shares withheld for tax | 406 | $2.22 | $901 |
| 2026-08-21 | Ban Hubert S |
Shares withheld for tax | 3,243 | $2.22 | $7.2K |
| 2026-08-13 | Kamath Anil |
Grant/award | 3,836 | — | — |
| 2026-08-13 | Gilligan Sarah |
Grant/award | 4,042 | — | — |
| 2026-08-13 | Clarke Donald E |
Grant/award | 5,156 | — | — |
| 2026-07-01 | Lentz Daniel |
Open-market sale |
1,544 | $2.96 | $4.6K |
| 2026-06-30 | Lentz Daniel |
Shares withheld for tax | 3,339 | $2.96 | $9.9K |
| 2026-06-03 | Hess Christopher Travis |
Shares withheld for tax | 35,441 | $2.87 | $101.7K |
| 2026-06-02 | Cassidy Charles D |
Shares withheld for tax | 1,463 | $3.18 | $4.7K |
| 2026-05-26 | Lentz Daniel |
Open-market sale |
6,840 | $2.91 | $19.9K |
| 2026-05-21 | Lentz Daniel |
Shares withheld for tax | 1,724 | $2.96 | $5.1K |
| 2026-05-21 | Hess Christopher Travis |
Shares withheld for tax | 3,448 | $2.96 | $10.2K |
| 2026-05-21 | Cassidy Charles D |
Shares withheld for tax | 406 | $2.96 | $1.2K |
| 2026-05-21 | Ban Hubert S |
Shares withheld for tax | 388 | $2.96 | $1.1K |
| 2026-05-14 | Kamath Anil |
Grant/award | 68,170 | — | — |
| 2026-05-14 | Gilligan Sarah |
Grant/award | 68,391 | — | — |
| 2026-05-14 | Malhotra Satish |
Grant/award | 64,063 | — | — |
| 2026-05-14 | Clarke Donald E |
Grant/award | 69,584 | — | — |
Well-known investors holding CMRC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 2,358,569 | $7.0M | 0.0% | Added 46% |
| Renaissance Technologies | 2026-06-30 | 1,237,800 | $3.7M | 0.01% | Reduced 1% |
| Two Sigma Investments | 2026-06-30 | 276,511 | $818.5K | 0.0% | Added 11% |
| Millennium Management (Israel Englander) | 2026-06-30 | 250,197 | $668.0K | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 184,667 | $546.6K | 0.0% | Reduced 67% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 170,078 | $503.4K | 0.0% | Reduced 56% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 17,684 | $52.3K | 0.0% | Reduced 93% |