Commerce.com, Inc 8-K, filed Jul 31, 2025
Commerce.com, Inc. (CMRC)
About this 8-K
Commerce.com, Inc filed this 8-K on July 31, 2025.
Items reported
- Item 2.02: Financial results
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 2.02 Results of Operations and Financial Condition.
On July 31, 2025, Commerce.com, Inc. (the “Company”) (formerly known as BigCommerce Holdings, Inc.) issued a press release announcing financial results as of and for the six and three months ended June 30, 2025. The press release contains forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. A copy of the press release issued July 31, 2025 is furnished herewith as Exhibit 99.1.
The information set forth in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise stated in such filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective July 31, 2025, the Company changed its corporate name from BigCommerce Holdings, Inc. to Commerce.com, Inc. (the “Name Change”), pursuant to a certificate of amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation (the “Charter Amendment”) filed with the Secretary of State of Delaware on July 30, 2025. Pursuant to Delaware law, a shareholder vote was not necessary to effectuate the Name Change and it does not affect the rights of the Company’s shareholders. The Company also amended and restated its bylaws on July 31, 2025 to reflect the Name Change.
In connection with the Name Change, at the opening of trading on August 1, 2025, the Company’s common stock will begin trading on the Nasdaq Global Market under its new ticker symbol “CMRC” and will cease trading under the ticker symbol “BIGC.” Additionally, in connection with the name change, effective as of July 31, 2025, the corporate website of the Company can be found at www.commerce.com.
Copies of the Charter Amendment and the Third Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, with this Current Report on Form 8-K and are incorporated herein by reference. Other than the Name Change, the Company did not make any changes to its certificate of incorporation or bylaws.
Item 7.01 Regulation FD Disclosure
On July 31, 2025, the Company issued a press release announcing the Name Change. A copy of the press release is attached as Exhibit 99.2, which is incorporated herein by reference.
Item 8.01 Other Events
On July 30, 2025, the Company issued a press release announcing developments to its partnership with Google Cloud. A copy of the press release is attached as Exhibit 99.3, which is incorporated herein by reference.
On July 31, 2025, the Company issued a press release announcing that it had entered into a strategic partnership with PROS Holdings, Inc. A copy of the press release is attached as Exhibit 99.4, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
3.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Commerce.com, Inc. |
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Date: July 31, 2025 |
By: |
/s/ Hubert Ban |
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Hubert Ban |
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Senior Vice President
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CERTIFICATE OF AMENDMENT
OF THE
SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BIGCOMMERCE HOLDINGS, INC.
BigCommerce Holdings, Inc. (the "Corporation"), a corporation organized and existing under
the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the "Certificate of Amendment") amends the
provisions of the Corporation's Seventh Amended and Restated Certificate of Incorporation filed
with the Secretary of State on August 7, 2020 (the "Certificate of Incorporation").
2. Article I of the Certificate of Incorporation is hereby amended and restated in its entirety
as follows:
“The name of the corporation is Commerce.com, Inc. (hereinafter referred to as the
“Corporation”).”
3. This amendment was duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
4. All other provisions of the Certificate of Incorporation shall remain in full force and
effect.
5. This amendment will be effective as of 2:00 a.m. Eastern Time on July 31, 2025
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be
signed by Chuck Cassidy, its Secretary, this 30th day of July, 2025.
By: /s/ Chuck Cassidy
Chuck Cassidy
General Counsel
THIRD AMENDED AND RESTATED BYLAWS OF
COMMERCE.COM, INC.
Effective as of July 31, 2025
ARTICLE I CORPORATE OFFICES
ARTICLE II STOCKHOLDERS
Corporation Law (the “DGCL”) or the Certificate of Incorporation. The notice of any meeting shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called.
2.10 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock if and to the extent provided for under law, the Certificate of Incorporation or these Bylaws.
and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.
The chairperson of the meeting shall call the meeting to order, establish the agenda, and conduct the business of the meeting in accordance therewith or, at the chairperson’s discretion, the business of the meeting may be conducted otherwise in accordance with the wishes of the stockholders in attendance. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.
The chairperson shall also conduct the meeting in an orderly manner, rule on the precedence of, and procedure on, motions and other procedural matters, and exercise discretion with respect to such procedural matters with fairness and good faith toward all those entitled to take part. Without limiting the foregoing, the chairperson may (a) restrict attendance at any time to bona fide stockholders of record and their proxies and other persons in attendance at the invitation of the presiding officer or Board, (b) restrict use of audio or video recording devices at the meeting, and (c) impose reasonable limits on the amount of time taken up at the meeting on discussion in general or on remarks by any one stockholder.
Should any person in attendance become unruly or obstruct the meeting proceedings, the chairperson shall have the power to have such person removed from the meeting. Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in Section 2.10, this Section 2.11 and Section 3.16. The chairperson of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the provisions of Section 2.10, this Section 2.11 and Section 3.16, and if he should so determine that any proposed nomination or business is not in compliance with such sections, he shall so declare to the meeting that such defective nomination or proposal shall be disregarded.
ARTICLE III
BOARD OF DIRECTORS
may be counted in determining the presence of a quorum at a meeting of the Board or at a meeting of a committee which authorizes a particular contract or transaction.
(B) a description of any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or other Nominating Person has a right to vote any shares of any security of the Corporation; (C) a description of any Short Interests in any securities of the Corporation directly or indirectly owned beneficially by such stockholder or other Nominating Person; (D) a description of any rights to dividends on the shares of the Corporation owned beneficially by such stockholder or other Nominating Person that are separated or separable from the underlying shares of the Corporation; (E) a description of any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or other Nominating Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; (F) a description of any performance-related fees (other than an asset-based fee) to which such stockholder or other Nominating Person is entitled based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s or other Nominating Person’s immediate family sharing the same household; (G) a description of any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Corporation held by such stockholder or other Nominating Person; and (H) a description of any direct or indirect interest of such stockholder or other Nominating Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (v) a description of all arrangements or understandings between the stockholder or other Nominating Person and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder or otherwise made in connection with such nomination, (vi) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and any other Nominating Person, on the one hand, and each nominee, and his respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder and any Nominating Person, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (vii) such other information regarding each nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, had the nominee been nominated, or intended to be nominated, by the Board, (viii) all information with respect to such candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 3.16(b) if such candidate for nomination were a Nominating Person, (ix) a description of any material pending or threatened legal proceeding in which any such Nominating Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (x) a representation that such Proposing Person intends or is a part of a group which intends to solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act and (xi) the signed consent of each nominee to serve as a director of the Corporation if so elected. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Notwithstanding the second sentence of this Section 3.16(b), in the event that the number of directors to be elected at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for the additional directorships at least 100 days prior to the one-year anniversary of the date of the preceding year’s annual meeting as first specified in the Corporation’s notice of meeting (without regard to any postponements or adjournments of such meeting after such notice was first sent), a stockholder’s notice required by this Section 3.16(b) shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. A Nominating Person shall update and supplement the materials delivered pursuant to this Section 3.16(b) if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 3.16(b) shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive officers of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the stockholders.
specified by the Corporation in any public announcement) not later than five (5) business days after the request by the Board has been delivered to, or mailed and received by, the Nominating Person.
(i) by or at the direction of the Board or a committee thereof or (ii) by any stockholder who complies with the notice procedures set forth in this Section 3.16 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as are specified in the Corporation’s notice of meeting, if the stockholder’s notice as required by Section 3.12(a) is delivered to the Secretary at the principal executive offices of the Corporation not earlier than ninety (90) days prior to such special meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(i) no Nominating Person shall solicit proxies in support of director nominees other than the Corporation’s nominees unless such Nominating Person has complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner and (ii) if any Nominating Person (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (2) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, including the provision to the Corporation of notices required thereunder in a timely manner, or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such Nominating Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the Corporation shall disregard any proxies or votes solicited for the Nominating Person’s candidates. If any Nominating Person provides notice pursuant to Rule 14a- 19(b) promulgated under the Exchange Act, such Nominating Person shall deliver to the Corporation, no later than seven (7) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
ARTICLE IV OFFICERS
Any Assistant Secretary shall perform such duties and possess such powers as the Board, the Chief Executive Officer, the President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board) shall perform the duties and exercise the powers of the Secretary.
In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.
ARTICLE V CAPITAL STOCK
Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the Corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.
If no record date is fixed by the Board, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day before the date on which notice is given, or, if notice is waived, the close of business on the day before the date on which the meeting is held.
A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote in accordance with the foregoing provisions.
The Board may fix in advance a record date (a) for the determination of stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, concession or exchange of stock, or (b) for the purpose of any other lawful action. Any such record date shall not precede the date on which the resolution fixing the record date is adopted and shall not be more than 60 days prior to the action to which such record date relates. If no record date is fixed by the Board, the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action by the Board is necessary shall be the date on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be the close of business on the day on which the Board adopts the resolution relating to such purpose.
ARTICLE VI
GENERAL PROVISIONS
officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.
period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.
ARTICLE VII
AMENDMENTS
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
provisions of this Article VIII with respect to the indemnification of and advancement of expenses to directors and officers of the Corporation.
* * *
Exhibit 99.1
Commerce Announces Second Quarter 2025 Financial Results
Second Quarter Total Revenue of $84.4 Million, an Increase of 3% Versus Prior Year. Total ARR of $354.6 Million, an Increase of 3% Versus Prior Year. Enterprise ARR of $269.3 Million, an Increase of 6% Versus Prior Year
AUSTIN, Texas – July 31, 2025 – Commerce.com, Inc. (Nasdaq: BIGC) (formerly BigCommerce Holdings, Inc.), a provider of an open, intelligent ecosystem of technology solutions that empower businesses to unlock data potential and deliver seamless, personalized experiences at scale, today announced financial results for its second quarter ended June 30, 2025. Earlier this morning, BigCommerce announced the launch of its new parent brand, Commerce, and that it has officially changed its corporate name to Commerce.com, Inc. (“Commerce” or the “Company”), unifying BigCommerce, Feedonomics and Makeswift to power the next era of agentic commerce. In connection with the name change and rebranding, the Company will change its ticker to the symbol “CMRC” on the Nasdaq Global Market effective on or about August 1, 2025.
“The second quarter was a defining period for our company, and today we mark an important milestone as we reintroduce ourselves as Commerce,” said Travis Hess, CEO of Commerce. “The strategy, product and go-to-market engine we have built over the past year came together behind a singular focus: powering an AI-driven commerce ecosystem at scale. Our transformation phase is over. We have moved fully into execution and growth.”
Second Quarter Financial Highlights:
Other Key Business Metrics
Loss from Operations and Non-GAAP Operating Income (Loss)
Exhibit 99.1
Net Income (Loss) and Earnings Per Share
Adjusted EBITDA
Cash
Business Highlights:
Corporate Highlights
Customer Highlights
Exhibit 99.1
Partner Highlights
Q3 and 2025 Financial Outlook:
For the third quarter of 2025, we currently expect:
For the full year 2025, we currently expect:
Our third quarter and 2025 financial outlook is based on a number of assumptions that are subject to change and many of which are outside our control. If actual results vary from these assumptions, our expectations may change. There can be no assurance that we will achieve these results.
We do not provide guidance for loss from operations , the most directly comparable GAAP measure to Non-GAAP operating income, and similarly cannot provide a reconciliation between its forecasted Non-GAAP operating income and Non-GAAP income per share and these comparable GAAP measures without unreasonable effort due to the
Exhibit 99.1
unavailability of reliable estimates for certain items. These items are not within our control and may vary greatly between periods and could significantly impact future financial results.
Conference Call Information
The financial results and business highlights will be discussed on a conference call and webcast scheduled at 7:00 a.m. CT (8:00 a.m. ET) on Thursday, July 31, 2025. The conference call can be accessed by dialing (833) 634-1254 from the United States and Canada or (412) 317-6012 internationally and requesting to join the “Commerce conference call.” The live webcast of the conference call can be accessed from Commerce’s investor relations website at http://investors.bigcommerce.com.
Following the completion of the call through 11:59 p.m. ET on Thursday, August 7, 2025, a telephone replay will be available by dialing (877) 344-7529 from the United States, (855) 669-9658 from Canada or (412) 317-0088 internationally with conference ID 7863771. A webcast replay will also be available at http://investors.bigcommerce.com for 12 months.
About Commerce
Commerce empowers businesses to innovate, grow, and thrive by providing an open, AI-driven commerce ecosystem. As the parent company of BigCommerce, Feedonomics, and Makeswift, Commerce connects the tools and systems that power growth, enabling businesses to unlock the full potential of their data, deliver seamless and personalized experiences across every channel, and adapt swiftly to an ever-changing market. Trusted by leading businesses like Coldwater Creek, Cole Haan, Harvey Nichols, King Arthur Baking Co., Melissa & Doug, Mizuno, Patagonia, Perry Ellis, Puma, SportsShoes, and Uplift Desk, Commerce delivers the storefront control, optimized data, and AI-ready tools businesses need to grow, serve diverse buyers, and operate with confidence in an increasingly intelligent, multi-surface world. For more information, visit commerce.com or follow us on X and LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “strategy, “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our ability to successfully execute our rebranding initiative, our increased focus on AI enablement, market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our Q3 and fiscal 2025 financial outlook, our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others, our business would be harmed by any decline in new customers, renewals or upgrades, our limited operating history makes it difficult to evaluate our prospects and future results of operations, we operate in competitive markets, we may not be able to sustain our revenue growth rate in the future, our business would be harmed by any significant interruptions, delays or outages in services from our platform or certain social media platforms, and a cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks could negatively affect our business. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and
Exhibit 99.1
Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2024 and the future quarterly and current reports that we file with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to Commerce at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Commerce assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.
Use of Non-GAAP Financial Measures
We have provided in this press release certain financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Our management uses these Non-GAAP financial measures internally in analyzing our financial results and believes that use of these Non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar Non-GAAP financial measures. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial measures prepared in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. A reconciliation of our historical Non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.
Annual Revenue Run-Rate
We calculate annual revenue run-rate 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.
Enterprise Account Metrics
To measure the effectiveness of our ability to execute against our growth strategy, we calculate ARR attributable to Enterprise Accounts. We define Enterprise Accounts as 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.
Average Revenue Per Account
We calculate average revenue per account ("ARPA") for accounts in the Enterprise cohort at the end of a period by including customer-billed revenue and an allocation of partner and services revenue, where applicable. We allocate partner revenue, where applicable, primarily based on each customer’s share of gross merchandise volume ("GMV") processed through that partner’s solution. For partner revenue that is not directly linked to customer usage of a partner’s solution, we allocate such revenue based on each customer’s share of total platform GMV. Each account’s partner revenue allocation is calculated by taking the account’s trailing twelve-month partner revenue, then dividing by twelve to create a monthly average to apply to the applicable period in order to normalize ARPA for seasonality.
Adjusted EBITDA
Exhibit 99.1
We define Adjusted EBITDA as our net loss, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition related costs, restructuring charges, depreciation, gain on convertible notes extinguishment, interest income, interest expense, other expense, and our provision or benefit for income taxes. Acquisition related costs include contingent compensation arrangements entered into in connection with acquisitions and achieved earnout related to an acquisition.
Restructuring charges include severance benefits, right-of-use asset impairments, lease termination gain, software impairments, accelerated depreciation and amortization, and professional services costs.
Depreciation includes depreciation expenses related to the Company's fixed assets.
The most directly comparable GAAP measure is net loss.
Non-GAAP Operating Income (Loss)
We define Non-GAAP Operating Income (Loss) as our GAAP Loss from operations, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition-related costs, and restructuring charges. The most directly comparable GAAP measure is our loss from operations.
Non-GAAP Net Income (Loss)
We define Non-GAAP Net Income (Loss) as our GAAP net loss, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition related costs, restructuring charges, and gain on convertible notes extinguishment. The most directly comparable GAAP measure is our net loss.
Non-GAAP Basic and Dilutive Net Income (Loss) per Share
We define Non-GAAP Basic and Dilutive Net Income (Loss) per Share as our Non-GAAP net income (loss), defined above, divided by our basic and diluted GAAP weighted average shares outstanding. The most directly comparable GAAP measure is our basic net loss per share.
Free Cash Flow
We define Free Cash flow as our GAAP cash flow provided by (used in) operating activities less our cash paid for website domain name and GAAP purchases of property, equipment, leasehold improvements and capitalized internal-use software (Capital Expenditures). The most directly comparable GAAP measure is our cash flow provided by (used in) operating activities.
BigCommerce,® the Commerce logo, and other brands are the trademarks or registered trademarks of BigCommerce Pty. Ltd. Third-party trademarks and service marks are the property of their respective owner.
Media Relations Contact Investor Relations Contact
Brad Hem Tyler Duncan
PR@Commerce.com InvestorRelations@Commerce.com
Exhibit 99.1
Commerce.com, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
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June 30, |
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December 31, |
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2025 |
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2024 |
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|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
46,265 |
|
|
$ |
88,877 |
|
Restricted cash |
|
|
1,164 |
|
|
|
1,479 |
|
Marketable securities |
|
|
88,190 |
|
|
|
89,283 |
|
Accounts receivable, net |
|
|
51,767 |
|
|
|
48,117 |
|
Prepaid expenses and other assets, net |
|
|
14,722 |
|
|
|
14,641 |
|
Deferred commissions |
|
|
7,556 |
|
|
|
8,822 |
|
Total current assets |
|
|
209,664 |
|
|
|
251,219 |
|
Property and equipment, net |
|
|
8,983 |
|
|
|
9,128 |
|
Operating lease, right-of-use-assets |
|
|
7,114 |
|
|
|
1,993 |
|
Prepaid expenses and other assets, net of current portion |
|
|
5,797 |
|
|
|
3,146 |
|
Deferred commissions, net of current portion |
|
|
4,143 |
|
|
|
5,559 |
|
Intangible assets, net |
|
|
14,906 |
|
|
|
17,317 |
|
Goodwill |
|
|
51,927 |
|
|
|
51,927 |
|
Total assets |
|
$ |
302,534 |
|
|
$ |
340,289 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
8,775 |
|
|
$ |
7,018 |
|
Accrued liabilities |
|
|
3,464 |
|
|
|
3,194 |
|
Deferred revenue |
|
|
55,738 |
|
|
|
46,590 |
|
Operating lease liabilities |
|
|
1,766 |
|
|
|
2,438 |
|
Other liabilities |
|
|
28,538 |
|
|
|
28,766 |
|
Total current liabilities |
|
|
98,281 |
|
|
|
88,006 |
|
Convertible notes |
|
|
157,545 |
|
|
|
216,466 |
|
Operating lease liabilities, net of current portion |
|
|
6,709 |
|
|
|
1,680 |
|
Other liabilities, net of current portion |
|
|
1,233 |
|
|
|
768 |
|
Total liabilities |
|
|
263,768 |
|
|
|
306,920 |
|
Stockholders’ equity |
|
|
|
|
|
|
||
Common stock |
|
|
7 |
|
|
|
7 |
|
Additional paid-in capital |
|
|
669,068 |
|
|
|
654,905 |
|
Accumulated other comprehensive income |
|
|
114 |
|
|
|
145 |
|
Accumulated deficit |
|
|
(630,423 |
) |
|
|
(621,688 |
) |
Total stockholders’ equity |
|
|
38,766 |
|
|
|
33,369 |
|
Total liabilities and stockholders’ equity |
|
$ |
302,534 |
|
|
$ |
340,289 |
|
Exhibit 99.1
Commerce.com, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
$ |
84,433 |
|
|
$ |
81,829 |
|
|
$ |
166,803 |
|
|
$ |
162,189 |
|
Cost of revenue (1) |
|
|
17,739 |
|
|
|
19,811 |
|
|
|
34,723 |
|
|
|
38,250 |
|
Gross profit |
|
|
66,694 |
|
|
|
62,018 |
|
|
|
132,080 |
|
|
|
123,939 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing(1) |
|
|
35,071 |
|
|
|
34,425 |
|
|
|
65,437 |
|
|
|
66,857 |
|
Research and development(1) |
|
|
18,310 |
|
|
|
20,287 |
|
|
|
37,516 |
|
|
|
40,275 |
|
General and administrative(1) |
|
|
15,855 |
|
|
|
15,436 |
|
|
|
29,499 |
|
|
|
30,365 |
|
Amortization of intangible assets |
|
|
2,520 |
|
|
|
2,452 |
|
|
|
4,855 |
|
|
|
4,919 |
|
Acquisition related costs |
|
|
111 |
|
|
|
334 |
|
|
|
444 |
|
|
|
667 |
|
Restructuring charges |
|
|
1,614 |
|
|
|
2,572 |
|
|
|
3,526 |
|
|
|
2,572 |
|
Total operating expenses |
|
|
73,481 |
|
|
|
75,506 |
|
|
|
141,277 |
|
|
|
145,655 |
|
Loss from operations |
|
|
(6,787 |
) |
|
|
(13,488 |
) |
|
|
(9,197 |
) |
|
|
(21,716 |
) |
Gain on convertible note extinguishment |
|
|
0 |
|
|
|
0 |
|
|
|
3,931 |
|
|
|
0 |
|
Interest income |
|
|
1,171 |
|
|
|
3,196 |
|
|
|
2,471 |
|
|
|
6,374 |
|
Interest expense |
|
|
(2,522 |
) |
|
|
(720 |
) |
|
|
(5,065 |
) |
|
|
(1,440 |
) |
Other expense |
|
|
(23 |
) |
|
|
(111 |
) |
|
|
(130 |
) |
|
|
(443 |
) |
Loss before provision for income taxes |
|
|
(8,161 |
) |
|
|
(11,123 |
) |
|
|
(7,990 |
) |
|
|
(17,225 |
) |
Provision for income taxes |
|
|
(221 |
) |
|
|
(132 |
) |
|
|
(745 |
) |
|
|
(422 |
) |
Net loss |
|
$ |
(8,382 |
) |
|
$ |
(11,255 |
) |
|
$ |
(8,735 |
) |
|
$ |
(17,647 |
) |
Basic net loss per share |
|
$ |
(0.10 |
) |
|
$ |
(0.15 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.23 |
) |
Shares used to compute basic net loss per share |
|
|
80,122 |
|
|
|
77,456 |
|
|
|
79,482 |
|
|
|
77,041 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(1) Amounts include stock-based compensation expense and associated payroll tax costs, as follows:
|
|
For the three months ended June 30, |
|
|
For the six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cost of revenue |
|
$ |
720 |
|
|
$ |
1,028 |
|
|
$ |
1,466 |
|
|
$ |
1,684 |
|
Sales and marketing |
|
|
1,820 |
|
|
|
3,138 |
|
|
|
3,595 |
|
|
|
5,005 |
|
Research and development |
|
|
2,740 |
|
|
|
3,273 |
|
|
|
5,782 |
|
|
|
6,749 |
|
General and administrative |
|
|
2,045 |
|
|
|
2,582 |
|
|
|
1,901 |
|
|
|
5,174 |
|
Exhibit 99.1
Commerce.com, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
$ |
(8,382 |
) |
|
$ |
(11,255 |
) |
|
$ |
(8,735 |
) |
|
$ |
(17,647 |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization expense |
|
3,845 |
|
|
|
3,512 |
|
|
|
8,126 |
|
|
|
6,998 |
|
Amortization of discount on convertible notes |
|
165 |
|
|
|
497 |
|
|
|
352 |
|
|
|
994 |
|
Amortization of premium on convertible notes |
|
(408 |
) |
|
|
0 |
|
|
|
(810 |
) |
|
|
0 |
|
Stock-based compensation expense |
|
7,236 |
|
|
|
10,009 |
|
|
|
12,445 |
|
|
|
18,397 |
|
Provision for expected credit losses |
|
1,598 |
|
|
|
850 |
|
|
|
2,528 |
|
|
|
1,713 |
|
Gain on convertible notes extinguishment |
|
0 |
|
|
|
0 |
|
|
|
(3,931 |
) |
|
|
0 |
|
Other |
|
0 |
|
|
|
(37 |
) |
|
|
0 |
|
|
|
(37 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Accounts receivable |
|
(9,005 |
) |
|
|
(6,790 |
) |
|
|
(5,985 |
) |
|
|
(9,378 |
) |
Prepaid expenses and other assets |
|
2,159 |
|
|
|
3,935 |
|
|
|
(2,925 |
) |
|
|
(1,025 |
) |
Deferred commissions |
|
747 |
|
|
|
(402 |
) |
|
|
2,682 |
|
|
|
(191 |
) |
Accounts payable |
|
444 |
|
|
|
(356 |
) |
|
|
1,122 |
|
|
|
(1,245 |
) |
Accrued and other liabilities |
|
8,078 |
|
|
|
4,168 |
|
|
|
(59 |
) |
|
|
(433 |
) |
Deferred revenue |
|
7,080 |
|
|
|
7,607 |
|
|
|
9,148 |
|
|
|
10,175 |
|
Net cash provided by operating activities |
|
13,557 |
|
|
|
11,738 |
|
|
|
13,958 |
|
|
|
8,321 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Cash paid for website domain name |
|
0 |
|
|
|
0 |
|
|
|
(2,444 |
) |
|
|
0 |
|
Cash paid for acquisition |
|
0 |
|
|
|
(100 |
) |
|
|
0 |
|
|
|
(100 |
) |
Purchase of property, equipment, leasehold improvements and capitalized internal-use software |
|
(1,651 |
) |
|
|
(1,064 |
) |
|
|
(2,476 |
) |
|
|
(1,870 |
) |
Maturity of marketable securities |
|
13,000 |
|
|
|
62,525 |
|
|
|
41,579 |
|
|
|
91,965 |
|
Purchase of marketable securities |
|
(32,572 |
) |
|
|
(1,037 |
) |
|
|
(40,517 |
) |
|
|
(36,602 |
) |
Net cash provided by (used in) investing activities |
|
(21,223 |
) |
|
|
60,324 |
|
|
|
(3,858 |
) |
|
|
53,393 |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from exercise of stock options |
|
1,973 |
|
|
|
271 |
|
|
|
3,069 |
|
|
|
1,245 |
|
Taxes paid related to net share settlement of stock options |
|
(126 |
) |
|
|
0 |
|
|
|
(1,351 |
) |
|
|
(1,325 |
) |
Payment of convertible note issuance costs |
|
0 |
|
|
0 |
|
|
|
(217 |
) |
|
0 |
|
||
Repayment of convertible notes and financing obligation |
|
0 |
|
|
|
(137 |
) |
|
|
(54,528 |
) |
|
|
(271 |
) |
Net cash provided by (used in) financing activities |
|
1,847 |
|
|
|
134 |
|
|
|
(53,027 |
) |
|
|
(351 |
) |
Net change in cash and cash equivalents and restricted cash |
|
(5,819 |
) |
|
|
72,196 |
|
|
|
(42,927 |
) |
|
|
61,363 |
|
Cash and cash equivalents and restricted cash, beginning of period |
|
53,248 |
|
|
|
62,012 |
|
|
|
90,356 |
|
|
|
72,845 |
|
Cash and cash equivalents and restricted cash, end of period |
$ |
47,429 |
|
|
$ |
134,208 |
|
|
$ |
47,429 |
|
|
$ |
134,208 |
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
||||
Cash paid for interest |
$ |
0 |
|
|
$ |
6 |
|
|
$ |
5,685 |
|
|
$ |
445 |
|
Cash paid for taxes |
$ |
259 |
|
|
$ |
42 |
|
|
$ |
479 |
|
|
$ |
182 |
|
Right-of-use asset obtained in exchange for new operating lease liability |
$ |
0 |
|
|
$ |
0 |
|
|
$ |
5,516 |
|
|
$ |
0 |
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Capital additions, accrued but not paid |
$ |
735 |
|
|
$ |
117 |
|
|
$ |
735 |
|
|
$ |
117 |
|
Fair value of shares issued as consideration for acquisition |
$ |
0 |
|
|
$ |
248 |
|
|
$ |
0 |
|
|
$ |
248 |
|
Exhibit 99.1
Commerce.com, Inc.
Disaggregation of Revenue
Disaggregated Revenue:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Subscription solutions |
|
$ |
63,656 |
|
|
$ |
61,796 |
|
|
$ |
125,769 |
|
|
$ |
122,755 |
|
Partner and services |
|
|
20,777 |
|
|
|
20,033 |
|
|
|
41,034 |
|
|
|
39,434 |
|
Revenue |
|
$ |
84,433 |
|
|
$ |
81,829 |
|
|
$ |
166,803 |
|
|
$ |
162,189 |
|
Revenue by Geography:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
|
$ |
64,405 |
|
|
$ |
62,428 |
|
|
$ |
127,026 |
|
|
$ |
123,567 |
|
EMEA |
|
|
9,889 |
|
|
|
9,281 |
|
|
|
19,854 |
|
|
|
18,473 |
|
APAC |
|
|
6,118 |
|
|
|
6,343 |
|
|
|
12,043 |
|
|
|
12,597 |
|
Rest of World |
|
|
4,021 |
|
|
|
3,777 |
|
|
|
7,880 |
|
|
|
7,552 |
|
Revenue |
|
$ |
84,433 |
|
|
$ |
81,829 |
|
|
$ |
166,803 |
|
|
$ |
162,189 |
|
Exhibit 99.1
Commerce.com, Inc
Reconciliation of GAAP to Non-GAAP Results
(in thousands, except per share amounts)
(unaudited)
Reconciliation of loss from operations to Non-GAAP operating income:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,433 |
|
|
$ |
81,829 |
|
|
$ |
166,803 |
|
|
$ |
162,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from operations |
|
$ |
(6,787 |
) |
|
$ |
(13,488 |
) |
|
$ |
(9,197 |
) |
|
$ |
(21,716 |
) |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense and associated payroll tax costs |
|
|
7,325 |
|
|
|
10,021 |
|
|
|
12,744 |
|
|
|
18,612 |
|
|
Amortization of intangible assets |
|
|
2,520 |
|
|
|
2,452 |
|
|
|
4,855 |
|
|
|
4,919 |
|
|
Acquisition related costs |
|
|
111 |
|
|
|
334 |
|
|
|
444 |
|
|
|
667 |
|
|
Restructuring charges |
|
|
1,614 |
|
|
|
2,572 |
|
|
|
3,526 |
|
|
|
2,572 |
|
|
Non-GAAP operating income |
|
$ |
4,783 |
|
|
$ |
1,891 |
|
|
$ |
12,372 |
|
|
$ |
5,054 |
|
|
Non-GAAP operating income as a percentage of revenue |
|
|
5.7 |
|
% |
|
2.3 |
|
% |
|
7.4 |
|
% |
|
3.1 |
|
% |
Reconciliation of net loss & basic net loss per share to Non-GAAP net income & Non-GAAP basic and diluted net income per share:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,433 |
|
|
$ |
81,829 |
|
|
$ |
166,803 |
|
|
$ |
162,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(8,382 |
) |
|
$ |
(11,255 |
) |
|
$ |
(8,735 |
) |
|
$ |
(17,647 |
) |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense and associated payroll tax costs |
|
|
7,325 |
|
|
|
10,021 |
|
|
|
12,744 |
|
|
|
18,612 |
|
|
Amortization of intangible assets |
|
|
2,520 |
|
|
|
2,452 |
|
|
|
4,855 |
|
|
|
4,919 |
|
|
Acquisition related costs |
|
|
111 |
|
|
|
334 |
|
|
|
444 |
|
|
|
667 |
|
|
Restructuring charges |
|
|
1,614 |
|
|
|
2,572 |
|
|
|
3,526 |
|
|
|
2,572 |
|
|
Gain on convertible notes extinguishment |
|
|
0 |
|
|
|
0 |
|
|
|
(3,931 |
) |
|
|
0 |
|
|
Non-GAAP net income |
|
$ |
3,188 |
|
|
$ |
4,124 |
|
|
$ |
8,903 |
|
|
$ |
9,123 |
|
|
Basic net loss per share |
|
$ |
(0.10 |
) |
|
$ |
(0.15 |
) |
|
$ |
(0.11 |
) |
|
$ |
(0.23 |
) |
|
Non-GAAP basic net income per share |
|
$ |
0.04 |
|
|
$ |
0.05 |
|
|
$ |
0.11 |
|
|
$ |
0.12 |
|
|
Non-GAAP diluted net income per share |
|
$ |
0.04 |
|
|
$ |
0.05 |
|
|
$ |
0.11 |
|
|
$ |
0.12 |
|
|
Shares used to compute basic net loss per share and basic Non-GAAP net income per share |
|
|
80,122 |
|
|
|
77,456 |
|
|
|
79,482 |
|
|
|
77,041 |
|
|
Shares used to compute diluted Non-GAAP net income per share |
|
|
80,988 |
|
|
|
79,291 |
|
|
|
80,660 |
|
|
|
79,085 |
|
|
Non-GAAP net income as a percentage of revenue |
|
|
3.8 |
|
% |
|
5.0 |
|
% |
|
5.3 |
|
% |
|
5.6 |
|
% |
Exhibit 99.1
Reconciliation of net loss to adjusted EBITDA:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,433 |
|
|
$ |
81,829 |
|
|
$ |
166,803 |
|
|
$ |
162,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(8,382 |
) |
|
$ |
(11,255 |
) |
|
$ |
(8,735 |
) |
|
$ |
(17,647 |
) |
|
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense and associated payroll tax costs |
|
|
7,325 |
|
|
|
10,021 |
|
|
|
12,744 |
|
|
|
18,612 |
|
|
Amortization of intangible assets |
|
|
2,520 |
|
|
|
2,452 |
|
|
|
4,855 |
|
|
|
4,919 |
|
|
Acquisition related costs |
|
|
111 |
|
|
|
334 |
|
|
|
444 |
|
|
|
667 |
|
|
Restructuring charges |
|
|
1,614 |
|
|
|
2,572 |
|
|
|
3,526 |
|
|
|
2,572 |
|
|
Depreciation |
|
|
946 |
|
|
|
1,060 |
|
|
|
2,190 |
|
|
|
2,079 |
|
|
Gain on convertible notes extinguishment |
|
|
0 |
|
|
|
0 |
|
|
|
(3,931 |
) |
|
|
0 |
|
|
Interest income |
|
|
(1,171 |
) |
|
|
(3,196 |
) |
|
|
(2,471 |
) |
|
|
(6,374 |
) |
|
Interest expense |
|
|
2,522 |
|
|
|
720 |
|
|
|
5,065 |
|
|
|
1,440 |
|
|
Other expenses |
|
|
23 |
|
|
|
111 |
|
|
|
130 |
|
|
|
443 |
|
|
Provision for income taxes |
|
|
221 |
|
|
|
132 |
|
|
|
745 |
|
|
|
422 |
|
|
Adjusted EBITDA |
|
$ |
5,729 |
|
|
$ |
2,951 |
|
|
$ |
14,562 |
|
|
$ |
7,133 |
|
|
Adjusted EBITDA as a percentage of revenue |
|
|
6.8 |
|
% |
|
3.6 |
|
% |
|
8.7 |
|
% |
|
4.4 |
|
% |
Reconciliation of Cost of revenue to Non-GAAP cost of revenue:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,433 |
|
|
$ |
81,829 |
|
|
$ |
166,803 |
|
|
$ |
162,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenue |
|
$ |
17,739 |
|
|
$ |
19,811 |
|
|
$ |
34,723 |
|
|
$ |
38,250 |
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense and associated payroll tax costs |
|
|
720 |
|
|
|
1,028 |
|
|
|
1,466 |
|
|
|
1,684 |
|
|
Non-GAAP cost of revenue |
|
$ |
17,019 |
|
|
$ |
18,783 |
|
|
$ |
33,257 |
|
|
$ |
36,566 |
|
|
As a percentage of revenue |
|
|
20.2 |
|
% |
|
23.0 |
|
% |
|
19.9 |
|
% |
|
22.5 |
|
% |
Exhibit 99.1
Reconciliation of Sales and marketing expense to Non-GAAP sales and marketing expense:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,433 |
|
|
$ |
81,829 |
|
|
$ |
166,803 |
|
|
$ |
162,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
$ |
35,071 |
|
|
$ |
34,425 |
|
|
$ |
65,437 |
|
|
$ |
66,857 |
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense and associated payroll tax costs |
|
|
1,820 |
|
|
|
3,138 |
|
|
|
3,595 |
|
|
|
5,005 |
|
|
Non-GAAP sales and marketing |
|
$ |
33,251 |
|
|
$ |
31,287 |
|
|
$ |
61,842 |
|
|
$ |
61,852 |
|
|
As a percentage of revenue |
|
|
39.4 |
|
% |
|
38.2 |
|
% |
|
37.1 |
|
% |
|
38.1 |
|
% |
Reconciliation of Research and development expense to Non-GAAP research and development expense:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,433 |
|
|
$ |
81,829 |
|
|
$ |
166,803 |
|
|
$ |
162,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
$ |
18,310 |
|
|
$ |
20,287 |
|
|
$ |
37,516 |
|
|
$ |
40,275 |
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense and associated payroll tax costs |
|
|
2,740 |
|
|
|
3,273 |
|
|
|
5,782 |
|
|
|
6,749 |
|
|
Non-GAAP research and development |
|
$ |
15,570 |
|
|
$ |
17,014 |
|
|
$ |
31,734 |
|
|
$ |
33,526 |
|
|
As a percentage of revenue |
|
|
18.4 |
|
% |
|
20.8 |
|
% |
|
19.0 |
|
% |
|
20.7 |
|
% |
Reconciliation of General and administrative expense to Non-GAAP general and administrative expense:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
84,433 |
|
|
$ |
81,829 |
|
|
$ |
166,803 |
|
|
$ |
162,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
General & administrative |
|
$ |
15,855 |
|
|
$ |
15,436 |
|
|
$ |
29,499 |
|
|
$ |
30,365 |
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense and associated payroll tax costs |
|
|
2,045 |
|
|
|
2,582 |
|
|
|
1,901 |
|
|
|
5,174 |
|
|
Non-GAAP general & administrative |
|
$ |
13,810 |
|
|
$ |
12,854 |
|
|
$ |
27,598 |
|
|
$ |
25,191 |
|
|
As a percentage of revenue |
|
|
16.4 |
|
% |
|
15.7 |
|
% |
|
16.5 |
|
% |
|
15.5 |
|
% |
Exhibit 99.1
Reconciliation of net cash provided by operating activities to free cash flow:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash provided by operating activities |
|
$ |
13,557 |
|
|
$ |
11,738 |
|
|
$ |
13,958 |
|
|
$ |
8,321 |
|
Cash paid for website domain name |
|
|
0 |
|
|
|
0 |
|
|
|
(2,444 |
) |
|
|
0 |
|
Purchase of property, equipment, leasehold improvements and capitalized internal-use software |
|
|
(1,651 |
) |
|
|
(1,064 |
) |
|
|
(2,476 |
) |
|
|
(1,870 |
) |
Free cash flow |
|
$ |
11,906 |
|
|
$ |
10,674 |
|
|
$ |
9,038 |
|
|
$ |
6,451 |
|
Introducing Commerce, the New Parent Brand of BigCommerce, Feedonomics and Makeswift, Powering an AI-Driven Future
Commerce’s open, intelligent ecosystem connects the tools and systems that drive growth and empower businesses to unlock data potential and deliver seamless, personalized experiences at scale
Commerce unveils unified AI vision to enable every merchant to thrive in the agentic commerce era
AUSTIN, Texas – July 31, 2025 – BigCommerce Holdings, Inc. (Nasdaq: BIGC), a leading open SaaS ecommerce platform for B2C and B2B businesses, today announced the launch of its new parent brand, Commerce, and that it has officially changed its corporate name to Commerce.com, Inc. (“Commerce” or the “Company”), unifying BigCommerce, Feedonomics and Makeswift to power the next era of agentic commerce. In connection with the name change and rebranding, effective on or about August 1, 2025, the Company’s common stock will begin trading on the Nasdaq Global Market under the ticker symbol “CMRC” and cease trading under “BIGC.” This strategic move introduces a bold vision for the future where AI navigates choices for consumers and businesses adapt with intelligent, composable tools.
In conjunction with the rebrand, Commerce also unveiled the company’s vision and strategy for powering agentic commerce where AI acts on behalf of consumers to research, recommend and even transact. To support this shift, Commerce is focused on enabling merchants with the data infrastructure and intelligent storefronts needed to thrive in this next chapter of digital commerce.
“Launching the Commerce brand is about more than a new name and logo,” said Commerce CEO Travis Hess. “It is a clear declaration to our customers, partners, investors and team that we are doubling down on innovation to give brands, retailers, manufacturers, distributors and wholesalers the flexibility, connectivity and care to help them move faster, scale smarter and grow on their terms. Agentic commerce requires a new playbook, and Commerce is here to deliver it with an open ecosystem built for speed, intelligence and flexibility.”
Unifying Three Market-leading Solutions
The individual BigCommerce, Feedonomics and Makeswift brands will continue to exist as three powerful solutions with a unified purpose:
Together, Commerce connects the tools and systems that drive growth, whether it is part of our family of brands or a trusted outside partner. Its open, intelligent ecosystem empowers businesses to unlock data potential and deliver seamless, personalized experiences at scale.
“Commerce is more than just another ecommerce company,” said Hess. “We are a trusted partner, an innovation engine and a champion that stands behind what we promise, and one of those promises is to provide an AI-driven ecosystem that aligns innovation with outcomes.”
Delivering AI to Drive Results
The way consumers discover and purchase products online is undergoing a dramatic transformation. Traditional organic search is rapidly losing ground as the “front door” of the internet. Instead, shoppers are turning to answer engines—AI-powered platforms like ChatGPT, Perplexity, Copilot and Google Cloud with Gemini—to find what they need and even buy it. In this new era, AI agents act on behalf of shoppers, searching, comparing, and even checking out across multiple channels, often without ever visiting a merchant’s website. These AI-driven experiences are seamless, contextual and increasingly the default for how consumers interact with commerce online.
For large retail brands and technology companies, this means that web traffic is already shifting as the old playbook of SEO and paid ads becomes less effective. The conversation is focused on regaining visibility and relevance in a fundamentally new digital landscape.
Commerce offers a complete solution for the AI era. Feedonomics optimizes merchant data for every touchpoint and holds strategic partnerships with leading AI platforms. BigCommerce provides the operating system for merchants of record. Makeswift powers AI-optimized storefronts. Every merchant needs an end-to-end strategy with these pillars for success in AI-driven commerce.
Over the last few weeks, Commerce brands BigCommerce and Feedonomics have expanded partnerships with AI leaders Perplexity and Google Cloud to help businesses capitalize on agentic commerce opportunities to meet consumer expectations and create a competitive advantage.
“At Commerce, we leverage AI where it delivers real, measurable results: powering personalization, automation and data orchestration across the entire customer journey from discovery to checkout,” said Vipul Shah, chief product officer at Commerce. “By delivering relevant, context-optimized data to digital channels including answer engines, and creating agentic tools to help merchants optimize their operations, Commerce helps businesses adapt in real time and grow intelligently. We're not just following the AI wave; we're in the room with the product and engineering teams from the leading AI companies shaping the future of the internet so that we are positioned to help our customers win."
Adventure brand Revelyst, the parent company of Bell, Bushnell, CamelBak and Giro; global consumer brand URBN, the parent company of Urban Outfitters, Anthropologie and many others; and Tapestry, the parent company of fashion brands such as Coach and Kate Spade New York; and Dell Technologies are already leveraging Commerce’s product data integrations to improve visibility, protect brand consistency, and boost performance across AI-driven search experiences.
“Since Travis stepped into the CEO role, he has assembled an experienced and visionary leadership team that came together with clarity and conviction to transform the company,” said Ellen Siminoff, executive chair of the board of directors at Commerce. “The launch of Commerce is the culmination of bold thinking, careful planning and hard work during a period of rapid industry change. This transformation positions the company for a return to long-term, sustainable growth. We are proud of our progress thus far and look forward to continuous execution.”
Conference Call Information
Commerce will host its first quarterly earnings call under the Commerce name later this morning at 7:00 a.m. CT (8:00 a.m. ET) Thursday, July 31, 2025. The conference call can be accessed by dialing (833) 634-1254 from the United States and Canada or (412) 317-6012 internationally and requesting to join the “Commerce conference call.” The live webcast of the conference call can be accessed from BigCommerce’s investor relations website at http://investors.bigcommerce.com.
Following the completion of the call through 11:59 p.m. ET on Thursday, August 7, 2025, a telephone replay will be available by dialing (877) 344-7529 from the United States, (855) 669-9658 from Canada or (412) 317-0088 internationally with conference ID 7863771. A webcast replay will also be available at http://investors.bigcommerce.com for 12 months.
About Commerce
Commerce empowers businesses to innovate, grow, and thrive by providing an open, AI-driven commerce ecosystem. As the parent company of BigCommerce, Feedonomics, and Makeswift, Commerce connects the tools and systems that power growth, enabling businesses to unlock the full potential of their data, deliver seamless and personalized experiences across every channel, and adapt swiftly to an ever-changing market. Trusted by leading businesses like Coldwater Creek, Cole Haan, Harvey Nichols, King Arthur Baking Co., Melissa & Doug, Mizuno, Patagonia, Perry Ellis, Puma, SportsShoes, and Uplift Desk, Commerce delivers the storefront control, optimized data, and AI-ready tools businesses need to grow, serve diverse buyers, and operate with confidence in an increasingly intelligent, multi-surface world. For more information, visit commerce.com or follow us on X and LinkedIn.
BigCommerce,® the Commerce logo, and other brands are the trademarks or registered trademarks of BigCommerce Pty. Ltd. Third-party trademarks and service marks are the property of their respective owner.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “strategy, “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our ability to successfully execute our rebranding initiative, our increased focus on AI enablement, market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others, our business would be harmed by any decline in new customers, renewals or upgrades, our limited operating history makes it difficult to evaluate our prospects and future results of operations, we operate in competitive markets, we may not be able to sustain our revenue growth rate in the future, our business would be harmed by any significant interruptions, delays or outages in services from our platform or certain social
media platforms, and a cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks could negatively affect our business. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2024 and the future quarterly and current reports that we file with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to Commerce at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Commerce assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.
Media Contact:
Brad Hem
PR@Commerce.com
BigCommerce and Feedonomics Deepen Partnership with Google Cloud, Empowering Merchants with Enhanced Discovery, Agentic Search Experiences and AI-Powered Data Enrichment
New innovations include Feedonomics Surface and Product Data Enrichment with Google Cloud with Gemini to help merchants drive discovery, enable agentic commerce and enrich product catalog quality
AUSTIN, Texas – July 30, 2025 – BigCommerce (Nasdaq: BIGC), a leading open SaaS ecommerce platform for B2C and B2B businesses, and Feedonomics, a leading data feed management solution, today announced a deepened partnership with Google Cloud to accelerate merchant performance using Google Cloud's next-generation AI tools.
The collaboration delivers powerful new capabilities for BigCommerce merchants to improve product discoverability and increase conversions across the Google Cloud ecosystem.
“We are unlocking the full potential of Google Cloud with Gemini, to drive product discoverability, higher conversion, and intelligent automation,” said Sharon Gee, senior vice president of AI products at BigCommerce and Feedonomics. “This partnership provides our merchants with enterprise-grade scalability, security and performance needed to drive success in the new agentic commerce era.”
Key innovations include:
“This strengthened relationship gives merchants access to cutting-edge tools for AI-powered data enrichment and agentic commerce,” said Kapil Dabi, Director, Market Lead, Retail & Consumer, Google Cloud. “Our expanded collaboration empowers retailers to modernize operations and unlock new customer insights.”
To learn more or join the beta programs, visit https://www.bigcommerce.com/dm/google-beta-program/
About BigCommerce
BigCommerce (Nasdaq: BIGC) is a leading open SaaS and composable ecommerce platform that empowers brands, retailers, manufacturers and distributors of all sizes to build, innovate and grow their businesses online. BigCommerce provides its customers sophisticated professional-grade functionality, customization and performance with simplicity and ease-of-use. Tens of thousands of B2C and B2B companies across 150 countries and numerous industries rely on BigCommerce, including Coldwater Creek, Harvey Nichols, King Arthur Baking Co., MKM Building Supplies, United Aqua Group and Uplift Desk. For more information, please visit www.bigcommerce.com or follow us on X and LinkedIn.
About Feedonomics
Feedonomics is a leading data management platform powering omnichannel growth for the world's top brands and retailers. With its flexible technology and full-service support team, Feedonomics facilitates a variety of data and order management use cases across industries such as ecommerce, automotive, employment, travel, real estate, and more. Feedonomics has thousands of active customers, integrations with hundreds of ecommerce platforms and channels, and strategic partnerships with industry leaders like Amazon, Meta, Google, Microsoft and TikTok. For more information, please visit www.feedonomics.com or follow us on X, LinkedIn, Instagram and Facebook.
BigCommerce® is a registered trademark of BigCommerce Pty. Ltd. Third-party trademarks and service marks are the property of their respective owners.
Media Contact:
Brad Hem
pr@bigcommerce.com
PROS and Commerce Announce Strategic Partnership to Redefine B2B Digital Commerce
Partnership unites AI-powered pricing, quoting and ecommerce to accelerate intelligent commerce and profitability
HOUSTON and AUSTIN, July 31, 2025 – PROS Holdings, Inc. (NYSE: PRO), a leading provider of AI-powered SaaS pricing and selling solutions, and Commerce (Nasdaq: BIGC) (formerly BigCommerce Holdings, Inc.), an open, intelligent ecosystem of technology solutions that empower businesses to unlock data potential and deliver seamless, personalized experiences at scale, today announced a strategic partnership to redefine B2B digital commerce.
Today’s B2B buyers demand accuracy, speed and transparency at every step of the purchase journey. However, the complexity of large-scale B2B operations can push the boundaries of typical ecommerce platforms. By integrating PROS enterprise-grade pricing with CPQ with Commerce’s portfolio of industry-leading applications, businesses can meet these demands head-on, resulting in fewer delays, reducing errors and accelerating time to revenue.
“Pricing is the heartbeat of every commercial interaction, and when it’s disconnected or overly complex, it disrupts the entire buying experience,” said Jeff Cotten, President and Chief Executive Officer, PROS. “By embedding our AI-powered pricing and selling capabilities directly into the ecommerce experience, we’re enabling businesses to optimize pricing and product recommendations, streamline complex quoting and deliver real-time, market-relevant offers that build buyer confidence, accelerate decision-making and drive profitability. The future of B2B commerce is not just digital, it’s dynamic, intelligent and deeply contextualized.”
The combined power of PROS and Commerce delivers on the promise of intelligent commerce, reshaping how companies engage buyers, drive revenue and scale in a digital-first world. This collaboration equips businesses to anticipate customer needs, respond to real-time market dynamics and deliver buying experiences that are both seamless and relevant. For B2B organizations selling with complex catalogs, global operations and diverse sales channels, it translates into faster time-to-value, higher conversion rates and a distinct competitive advantage in an increasingly dynamic market.
“B2B companies are no longer asking whether they should go digital — they’re asking how quickly they can get there,” said Travis Hess, Chief Executive Officer, Commerce. “By partnering with PROS, we’re giving our customers, from mid-market to global enterprises, the tools to not only sell online, but to do so intelligently, competitively and at scale. And we see this impact going beyond B2B to B2C retailers managing large, dynamic catalogs across multiple channels to improve margin and drive conversion across storefronts and marketplaces. This collaboration sets a new standard for what modern commerce can achieve.”
About PROS
PROS Holdings, Inc. (NYSE: PRO) helps the world’s leading companies outperform across the top and bottom line. Leveraging leadership in revenue and pricing science, the PROS Platform combines predictive AI, real-time analytics, and powerful automation to dynamically match offer to buyer and price to product, accelerating revenue growth and maximizing profit. With solutions spanning pricing, revenue management, offer marketing, and CPQ, PROS helps businesses optimize transactions across every channel. Learn more at pros.com.
About Commerce
Commerce empowers businesses to innovate, grow, and thrive by providing an open, AI-driven commerce ecosystem. As the parent company of BigCommerce, Feedonomics, and Makeswift, Commerce connects the tools and systems that power growth, enabling businesses to unlock the full potential of their data, deliver seamless and personalized experiences across every channel, and adapt swiftly to an ever-changing market. Trusted by leading businesses like Coldwater Creek, Cole Haan, Harvey Nichols, King Arthur Baking Co., MKM Building Supplies, Melissa & Doug, Mizuno, Patagonia, Perry Ellis, Puma, SportsShoes, United Aqua Group, and Uplift Desk, Commerce delivers the storefront control, optimized data, and AI-ready tools businesses need to grow, serve diverse buyers, and operate with confidence in an increasingly intelligent, multi-surface world. For more information, visit commerce.com or follow us on X and LinkedIn.
PROS Media Contact
Amy Williams
+1 713-335-5916
awilliams@pros.com
Commerce Media Contact
Brad Hem
+1 281-543-0669
pr@commerce.com