Commerce.com reports $3.21 million net loss for Q3 2026

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

24 unchanged paragraphs

As of August 4, November 3, 2026, the registrant had 82,858,991 83,352,671 s hares of common stock, $0.0001 par value per share outstanding.

1 unchanged paragraph

Financial statements 32 changes

20 unchanged paragraphs

Accumulated other comprehensive income (loss)

5 unchanged paragraphs

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

16 unchanged paragraphs

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

4 unchanged paragraphs

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

1 unchanged paragraph

Net unrealized gain (loss) on marketable securities

3 unchanged paragraphs

Three and six months ended June 30, 2026

Three and nine months ended September 30, 2026

11 unchanged paragraphs

Three and six months ended June 30, 2025

Proceeds from exercise of stock options

Restricted stock units vested, net of shares withheld for employee taxes ( 360 ( 360

Stock-based compensation

Total other comprehensive income

Balance at September 30, 2026

Three and nine months ended September 30, 2025

11 unchanged paragraphs

Proceeds from exercise of stock options

Restricted stock units vested, net of shares withheld for employee taxes ( 550 ( 550

Stock-based compensation

Total other comprehensive income

Balance at September 30, 2025

2 unchanged paragraphs

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

9 unchanged paragraphs

Real estate and software contract restructuring costs

7 unchanged paragraphs

Purchase of capitalized internal-use software, leasehold improvements, and property and equipment ( 5,042 3,628 ( 1,651 2,967 ( 9,327 12,955 ( 2,476 5,443

2 unchanged paragraphs

Net cash provided by (used in) investing activities

5 unchanged paragraphs

Net cash provided by used in financing activities

10 unchanged paragraphs

Note 1: Overview 2 changes

Commerce.com, Inc. ("Commerce," the "Company," "us," "we", or "our") provides an open intelligent ecosystem of technology solutions designed to support data-centric, distributed, and orchestrated commerce solutions, enabling businesses ecosystem built to manage help merchants win as AI reshapes how customers discover and utilize product data to deliver seamless, personalized experiences at scale. buy. Our platform supports a range of business models, including business-to-consumer ("B2C"), business-to-business ("B2B"), and small businesses ("SB") use cases, and is designed to provide the infrastructure necessary to operate online storefronts, manage catalogs and orders, distribute product data, and develop digital content across multiple channels.

The Company is the parent brand behind the BigCommerce, Feedonomics, and Makeswift, and provides an integrated set of enterprise-grade solutions organized across three integrated control planes designed to support the evolving needs of modern commerce. The Company's platform enables businesses to operate within an increasingly AI-driven commerce ecosystem by supporting product discovery, customer engagement, and transaction execution across a range of digital channels and interfaces. The Company's mission reflects As AI agents take a multi-product strategy larger role in the purchase journey, the Company continues to invest in agentic capabilities to help merchants stay discoverable and rebranding able to accurately reflect the Company's role as a unified commerce platform. transact whenever customers buy.

1 unchanged paragraph

Note 2: Summary of significant accounting policies 17 changes

2 unchanged paragraphs

In the opinion of management, there have been no significant changes from the significant accounting policies disclosed in Note 2 of the "Notes to Consolidated Financial Statements" included in our Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission ("SEC") on March 2, 2026 (our "Annual Report"). The accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes in our Annual Report. The results of operations for the three and six nine months ended June September 30, 2026, are not necessarily indicative of the results to be expected for the year ending December 31, 2026, or for any other period.

12 unchanged paragraphs

• fair value of facility restructuring activities;

4 unchanged paragraphs

ASU 2025-12, Codification Improvements

In December 2025, the FASB issued ASU 2025-12, Codification Improvements to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, and (3) make minor improvements. ASU 2025-12 is effective for the Company's fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods. The Company does not expect this standard to have a material impact on the Company's consolidated financial statements.

3 unchanged paragraphs

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this Update remove all references to prescriptive and sequential software developmental stages (referred to as "project stages"). ASU 2025-06 requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. ASU 2025-06 is effective for the Company's fiscal years beginning after December 15, 2027, and interim periods with within those annual reporting periods. Early adoption is permitted. The Company is currently assessing the impact this standard will have on the Company's consolidated financial statements.

1 unchanged paragraph

ASU 2025-12, Codification Improvements

In December 2025, the FASB issued ASU 2025-12, Codification Improvements to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S. GAAP. The update represents changes to the Codification that (1) clarify, (2) correct errors, and (3) make minor improvements. ASU 2025-12 is effective for the Company's fiscal years beginning after December 15, 2026, and interim periods with those annual reporting periods. The Company is currently assessing the impact this standard will have on the Company's consolidated financial statements.

In November 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements to improve the navigability of required interim disclosures and clarify when applicable. ASU 2025-11 is not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements, but to provide clarity on current interim reporting requirements. ASU 2025-11 is effective for the Company's fiscal years beginning after December 15, 2027, and interim periods with within those annual reporting periods. Early adoption is permitted. The Company is currently assessing the impact this standard will have on the Company's condensed consolidated financial statements.

4 unchanged paragraphs

Accounts receivable are stated at net realizable value and include both billed and unbilled receivables. Accounts receivable are net of an allowance for credit losses, are not collateralized, and do not bear interest. Payment terms range from due immediately to due within 90 days . Unbilled receivable balances arise primarily when the Company provides services in advance of invoicing for those services. Billing for revenues relating to the volume of transactions processed by the customer are generally billed a month in arrears, resulting in an unbilled receivable. The accounts receivable balance at June September 30, 2026 and December 31, 2025 included unbilled receivables of $ 15.0 12.8 million an d $ 14.3 million, respectively.

10 unchanged paragraphs

Provision for expected credit losses

Write-offs recorded against the allowance

Balance at September 30, 2026

The Company records a contract asset when revenue recognized on a contract exceeds the billings. Contract assets are recorded on the condensed consolidated balance sheets at the end of each reporting period in prepaid expenses and other assets, net. Typically, contract assets arise from agreements that have tiered billings over the contract life, promotional billing periods, and partner and services revenue agreements that include substantive minimums. Net contract assets wer e were $ 1.8 1.5 million as of June September 30, 2026 as compared to $ 2.5 million as of December 31, 2025.

The Company is exposed to credit losses primarily through sales of products and services to customers and partners. The Company assesses the collectability of outstanding contract assets on an ongoing basis and maintains a reserve which is included in the allowance for credit losses for contract assets deemed uncollectible. To determine the allowance, the Company analyzes the contract asset portfolio for significant risks by considering historical collection experience to determine what will ultimately be collected from its customers and partners. Delinquency level and customer type have been identified as the primary specific risk affecting the Company's contract assets. The Company applied the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets. The Company has provisioned provisi oned $ 0.3 million for credit cr edit losses related to contract assets as of June September 30, 2026 and December 31, 2025.

2 unchanged paragraphs

Deferred revenue primarily consists of amounts that have been received from customers in advance of the performance obligation being satisfied. The Company recognizes revenue from deferred revenue when the services are performed and the corresponding revenue recognition criteria are met. Amounts recognized from deferred revenue represent primarily revenue from the sale of subscription solutions, integration, and marketing services. The Company recogni zed $ 14.3 8.0 million and $ 44.7 52.7 million o f of previously deferred revenue during the three and six nine months ended June September 30, 2026 .

20 unchanged paragraphs

As of September 30, 2026

9 unchanged paragraphs

We recognize The Company recognizes employee severance costs when payments are probable and amounts are estimable or when notification occurs depending on whether the severance costs paid are part of an ongoing benefit arrangement. When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual results. Costs related to contracts without future benefit or contract terminations are recognized at the earlier of the contract termination or the cease-use dates. Additionally, restructuring charges include considerations of various capital alternatives or changes in business activities which include expenses related to retention and relocation benefits, accelerated depreciation, professional services, and other costs.

Note 3: Revenue recognition and deferred costs 10 changes

3 unchanged paragraphs

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

3 unchanged paragraphs

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

Revenue by geographical region is determined based on the region of the Company's contracting entity, which may be different than the region of the customer. Revenue attributed to the United States was approximatel y approxima tely 75 percent for the three months ended June September 30, 2026 and 76 percent for the three months ended June September 30, 2025. For the six nine months ended June September 30, 2026 and 2025, , revenue attributed to the United States was approximately approximate ly 76 percent. Revenue attributed to EMEA was approximately approximate ly 13 percent for the three and six nine months ended June September 30, 2026 and approximat ely 12 percent for f or the three and six nine months ended June September 30, 2025. No single region, other than the United States and EMEA, represented more than ten percent of total revenue during the three and six nine months ended June September 30, 2026 and 2025.

1 unchanged paragraph

The Company amortizes certain sales commissions costs that are considered incremental and recoverable costs of obtaining a contract with a customer. The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred commissions, and the remainder is recorded in deferred commissions, net of current portion reflected on the condensed consolidated balance sheets. The Company did no t recognize an impairment of deferred commissions for the three and six nine months ended June September 30, 2026 and 2025.

Sales commission s of $ 1.2 1.5 million an d and $ 1.6 1.2 million were we re deferred for the three months ended June September 30, 2026 and 2025, respectively; an d a nd $ 1.8 3.3 million and $ 2.2 3.4 million were deferred for the six nine months ended June September 30, 2026 and 2025, respectively.

Deferred commission amortization expense w as $ 1.7 1.5 million an d and $ 2.5 2.3 million for the three months ended June September 30, 2026 and 2025, respectivel y; and $ 3.7 5.2 million and $ 5.1 million 7.4 mil lion for the six nine months ended June September 30, 2026 and 2025 , respectively.

Note 4: Fair value measurements 6 changes

7 unchanged paragraphs

The following table presents information about the Company's cash equivalents and marketable securities that were measured at fair value as of June September 30, 2026 and December 31, 2025:

As of September 30, 2026

5 unchanged paragraphs

(1) Included in "Cash and cash equivalents" in the accompanying Condensed Consolidated Balance Sheets, in addition t o additio n to $ 57.6 62.1 million of cash as of June September 30, 2026 .

9 unchanged paragraphs

As of September 30, 2026

3 unchanged paragraphs

The following tables summarize the gains, losses, and estimated fair value of cash equivalents, marketable securities as of June September 30, 2026 and December 31, 2025:

As of September 30, 2026

8 unchanged paragraphs

Note 5: Goodwill and intangible assets 4 changes

1 unchanged paragraph

Goodwill amounts are not amortized but tested for impairment on an annual basis or more often when circumstances indicate that goodwill may not be recoverable. There was no impairment of goodwill for the three and six nine months ended June September 30, 2026 and 2025.

Finite-lived intangible assets are amortized on a straight-line basis over the useful life. Intangible ass ets amortization was $ 1.5 1.4 million and $ 2.5 1.9 million, respectively, for the three months ended June September 30, 2026 and 2025 , and was $ 3.0 4.3 million and $ 4.9 6.8 million, respectively, for the six nine months ended June September 30, 2026 and 2025. There was no impairment of intangible assets for the three and six nine months ended June September 30, 2026 and 2025.

As of June September 30, 2026, expected amortization expense for intangible assets was as follows:

Remaining six three months of 2026

Legal proceedings 64 changes

3 unchanged paragraphs

The Company has contractual commitments for services with third-parties related to hosting and internal software systems. These commitments are non-cancellable and expire within one to four three years . The Company had unconditional purchase obligations as of June September 30, 2026 as follows:

As of September 30, 2026

Remaining six three months of 2026

2 unchanged paragraphs

The Company matches fifty percent of the first six percent of eligible compensation contributed by a participating U.S. employee to the Plan. Matching contributions are recognized as compensation expense in the period in which the associated employee services are rendered. For the three months ended June September 30, 2026 and 2025 , the Company recorded $ 0.6 million and $ 0.7 million, respectively, in compensation expense related to employer matching contributions to the Plan, and recorded $ 1.3 1.9 million and $ 1.4 2.1 million, respectively for the six nine months ended June September 30, 2026 and 2025 .

1 unchanged paragraph

The Company leases or subleases facilities under operating lease agreements that expire at various dates through 2031 . Some of these arrangements contain renewal options and require the Company to pay taxes, insurance and maintenance costs. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Right-of-use assets also include adjustments related to deferred lease payments and lease incentives. Renewal options were not included in the right-of-use asset and operating lease liability calculation. As of June September 30, 2026 , there were no finance leases. There was no impairment recorded for leases for the three and six months ended June 30, 2026 and 2025.

During the three months ended September 30, 2026, the Company ceased use of the Sydney, Australia leased office space and recorded an impairment of approximately $ 0.6 million to reduce the related right-of-use ("ROU") asset to the estimated fair value, determined using a discounted cash flow analysis of projected sublease income. The charge was recorded within Restructuring Charges on the condensed consolidated statement of operations.

Operating lease expens e was $ 0.5 0.6 million a nd and $ 0.4 million for fo r the three months ended June September 30, 2026 and 2025, respectively, and was $ 1.0 1.6 million a nd and $ 0.6 1.0 million for fo r the six nine months ended June September 30, 2026 and 2025, respectively.

1 unchanged paragraph

As of September 30, 2026

Remaining six three months of 2026

4 unchanged paragraphs

During fiscal 2025, the Company committed to a plan (the "2025 Restructure") to realign the Company's current workforce with the Company's on-going cost structure. The decision to implement the 2025 Restructure is based on continuous improvement efforts to optimize operational costs and efficiencies across fiscal 2026 intended to better position the Company for continued profitable revenue growth.

In connection with the 2025 Restructure, restructuring charges are primarily comprised of severance payments, professional services, contract costs, accelerated depreciation of internal use software and other related costs. Within the condensed consolidated balanc e sheet, the liability for 2025 Restructuring charges of $ 1.5 million as of June 30, 2026, is recorded to other current liabilities. These charges were recorded within Restructuring Charges on the accompanying condensed consolidated statement of operations.

During the three months ended September 30, 2026, the Company committed to a restructuring plan (the "2026 Restructure") to further improve operational efficiencies and realign the current workforce with the Company's on-going cost structure. The 2026 Restructure charges are recorded within Restructuring Charges on the accompanying condensed consolidated statement of operations, and are primarily comprised of severance payments, costs associated with the exit of the Sydney, Australia leased office space, software contract costs, professional services, and other related costs. Within the condensed consolidated balance sheet, the liability for severance benefits and professional services of $ 2.5 million as of September 30, 2026 is recorded to other current liabilities and $ 0.3 million of contract costs are recorded to accrued liabilities.

The Company expects to incur additional restructuring charges of approximately $ 5.4 million to $ 10.9 million in connection with the 2026 Restructure, of which approximately $ 3.5 million to $ 7.5 million is expected to be recognized in the fourth quarter of fiscal 2026 and the remainder in fiscal 2027. These charges are expected to consist of employee-related costs, including severance and retention benefits, costs associated with the exit of certain facilities, software contract costs, professional services, and other related costs. The additional expenses the Company expects to incur are subject to assumptions, and actual expenses may differ from the estimates disclosed above.

The following table summarizes the activities related to the Company's 2026 Restructure:

As of September 30, 2026

Software Contract Costs

Other Restructuring Charges

Liability, beginning of the period

Liability, end of the period

During fiscal 2025, the Company committed to a restructuring plan (the "2025 Restructure").

During the three and nine months ended September 30, 2026 , the Company recorded charges of $ 0.3 million and $ 1.2 million, respectively, related to the 2025 Restructure within Restructuring charges on the accompanying condensed consolidated statement of operations. The remaining liability of $ 1.3 million related to the 2025 Restructure is included in other current liabilities on the condensed consolidated balance sheet as of September 30, 2026.

The Company expects to incur additional costs of approxim ately $ 0.8 million to $ 1.8 million relating to the 2025 Restructure, of approximat ely which approximately $ 1.0 0.5 million to $ 3.0 1.1 million through is expected to be recognized in the first half fourth quarter of fiscal 2026 and the remainder in fiscal 2027. relating These charges are expected to consist of relocation and retention benefits and professional services costs. The additional expenses the Company expects to incur are subject to assumptions, and actual expenses may differ from the estimates disclosed above.

1 unchanged paragraph

As of September 30, 2026

15 unchanged paragraphs

As of September 30, 2026

8 unchanged paragraphs

Subsequent to September 30, 2026 , the 2026 Convertible Notes matured in accordance with their terms on October 1, 2026. On the maturity date, the Company repaid the entire $ 4.1 million aggregate principal amount, together with accrued and unpaid interest. Following this repayment, no amounts remain outstanding under the 2026 Convertible Notes, and the indenture governing the 2026 Convertible Notes has been satisfied and discharged.

The following table presents details of the Company's convertible notes as of June September 30, 2026 which are further discussed below:

8 unchanged paragraphs

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

5 unchanged paragraphs

The 2028 Convertible Notes are senior, initially unsecured obligations of the Company and accrue interest at a rate of 7.50 percent per annum, payable semi-annually in arrears on April 1 and October 1 of each year , beginning on October 1, 2024. The 2028 Convertible Notes will mature on October 1, 2028 , unless earlier converted, redeemed or repurchased by the Company. Before July 3, 2028, noteholders will have the right to convert their 2028 Convertible Notes only upon the occurrence of certain events. From and after July 3, 2028, noteholders may convert their 2028 Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivery, delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company's election. The 2028 Convertible Notes will be convertible with an initial conversion rate of 62.5000 shares of common stock per $1,000 principal amount of 2028 Convertible Notes, which represents an initial conversion price of $ 16.00 per share of common stock, when certain conditions are met. The conversion rate and conversion price will be subject to adjustments related to standard anti-dilution provisions upon the occurrence of certain events.

The Company may Compan y was not permitted to redeem the 2028 Convertible Notes prior to October 7, 2026. Beginning on October 7, 2026, the 2028 Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), l imitations), for cash at the Company's option at any time, and from time to time, on or after October 7, 2026 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company's common stock exceeds 130 percent of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date. In addition, calling any 2028 Convertible Note for redemption will constitute a Make-Whole Fundamental Change with respect to that 2028 Convertible Note, in which case the conversion rate applicable to the conversion of that 2028 Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption. Pursuant to the Partial Redemption Limitation, the Company may not elect to redeem less than all of the outstanding 2028 Convertible Notes unless at least $ 100.0 million aggregate principal amount of 2028 Convertible Notes are outstanding and not subject to redemption as of the time the Company sends the related redemption notice.

1 unchanged paragraph

2026 Convertible Notes

As of June 30, 2026 , approximately $ 4.1 million principal amount of 2026 Convertible Notes remain outstanding. The remaining unamortized debt issuance costs are recorded as a contra-liability and are amortized utilizing the effective interest rate of 0.73 percent over the term of the 2026 Convertible Notes.

The Company is in compliance with the terms of the indenture, and has not experienced any events that would constitute an Event of Default under the 2026 Convertible Notes.

As of June September 30, 2026 , approximately $ 150.0 million aggregate principal amount of 2028 Convertible Notes remain outstanding. The remaining unamortized debt issuance costs are recorded as a contra-liability and are amortized utilizing the effective interest rate of approxim ately 8 percent over the term of the 2028 Convertible Notes. The remaining unamortized premium related to the fair value adjustment of the 2028 Convertible Notes is amortized using an effective interest rate of approximately 6 percent. The Company is in compliance with the terms of the indenture, and has not experienced any events that would constitute an event of default.

12 unchanged paragraphs

Balance as of June September 30, 2026

1 unchanged paragraph

Exercisable as of June September 30, 2026

At June The expected stock-based compensation expense remaining to be recognized as of September 30, 2026 there was an estimat ed i s $ 2.2 1.8 million of t otal unrecognized compensation expense related to stock options, which reflects outstanding stock option awards that are vested and outstanding out standing stock option awards that are expected to vest. This expense will be recognized over a weighted-average peri od of 2.22 2.11 years.

1 unchanged paragraph

RSU activity for the six nine months ended June September 30, 2026 was as follows:

4 unchanged paragraphs

Balance as of June September 30, 2026

1 unchanged paragraph

The expected stock-based compensation expense remaining to be recognized as of June September 30, 2026 is $ 18.0 15.4 million related to R SUs, which reflects outstanding RSUs that are vested and outstanding RSUs that are expected to vest. This expense will be recognized over a weighted-average period of 2.48 2.39 years.

Market-based PSU and performance-based PSU activity for the six nine months ended June September 30, 2026 was as follows:

5 unchanged paragraphs

Balance as of June September 30, 2026

2 unchanged paragraphs

Six months ended June 30,

Nine months ended September 30,

1 unchanged paragraph

The aggregate expected stock-based compensation expense remaining to be recognized as of June September 30, 2026 is $ 2.68 2.1 million which reflects market-based and performance-based PSUs that are outstanding and expected to vest. This expense will be recognized over a weighted-average peri od period of 1.39 1.25 years.

Share Repurchase Program

On September 10, 2026, the Company's Board of Directors (the "Board") authorized a program to repurchase up to $ 50 million of shares of the Company's common stock (the "Share Repurchase Program"). The Share Repurchase Program became effective September 10, 2026 and expires on the earlier of September 10, 2028 , or when $ 50 million of shares have been repurchased.

Under the Share Repurchase Program, any repurchase of shares will take place in open market transactions or privately negotiated transactions in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934. The timing, manner, price and amount of any repurchases are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. The Share Repurchase Program does not obligate the Company to acquire any specific number of shares. The Company's Board may modify, suspend, extend or terminate the repurchase program at any time. As of September 30, 2026 , the Company has not repurchased any shares.

The Company's provision for income tax expense taxes for the three and six nine months ended June September 30, 2026 is based on the estimated annual effective tax rate for fiscal 2026 applied to year-to-date ordinary income (loss), adjusted for discrete items, if any, which are recognized in the Company's provision period in which they occur. Jurisdictions with an anticipated or year-to-date ordinary loss for income taxes is based on which no tax benefit can be recognized are excluded from the estimated annual effective tax rates rate. The estimated annual effective tax rate is derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items, valuation allowances, and any applicable income tax credits.

For purposes of calculating income tax expense, The Company continued continues to maintain a full valuation allowance on our against its U.S. federal and state net deferred tax assets, and against the deferred tax assets of certain foreign subsidiaries, as it was is more likely than not that those deferred tax assets will not be realized. However, given Although the Company's recent net Company generated pretax income for the nine months ended September 30, 2026, it remains in accordance with our policy, a cumulative pretax loss position in the U.S. over the most recent three-year period and incurred a pretax loss for the three months ended September 30, 2026. The Company will continue to monitor the positive and negative evidence, and will adjust the valuation allowance as sufficient positive evidence becomes available. The exact timing and amount of the valuation allowance release would be subject to change based on the level of profitability that the Company can achieve.

For the three months ended June September 30, 2026 and 2025, the Company's provision for income taxes reflected an effective tax rate of o f ( 15.62 2.95 ) percent and ( 2.71 10.44 ) percent, respectively. re spectively. For the six nine months ended June September 30, 2026 and 2025, the Company had an effective tax rate of ( 11.96 ) 31.63 percent and ( 9.32 9.55 ) percent, respectively.

For the three and six nine months ended June September 30, 2026 and 2025, the Company's effective tax rate was lower than differed from the U.S. federal statutory rate of 21 percent primarily due to the Company's valuation allowance allowances in the U.S. and certain foreign jurisdictions offsetting the benefits of losses in those jurisdictions. The Company's total income tax expense consists primarily of current income tax expense from profitable foreign operations, including foreign withholding taxes, state current income tax expense unable to be offset by attributes, and deferred income tax expense relating to the tax amortization of acquired goodwill, which has an indefinite life for book purposes and current cannot be fully offset by deferred tax assets. For the nine months ended September 30, 2026, these items resulted in income tax expense from foreign operations. that was high relative to the Company's modest pretax income and, therefore, an effective tax rate above statutory rate. For the three months ended September 30, 2026, the Company recorded income tax expense on a pretax loss, resulting in a negative effective tax rate.

Net operating losses and tax credits generated in years prior to 2022 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized. Tax years 2022 through 2025 generally remain open to examination by the major taxing jurisdictions to which the Company is subject; certain foreign jurisdictions have longer examination periods.

2 unchanged paragraphs

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

4 unchanged paragraphs

Weighted average shares outstanding for diluted net income / (loss) per share (1) Due to the Company reporting net loss for the three months ended September 30, 2026 and six the three and nine months ended June September 30, 2025 , there are no common shares added to calculate diluted EPS because the effect would be anti-dilutive.

The following potentially dilutive securities outstanding have been excluded from the computation of weighted-average shares outstanding for diluted net income (loss) per share because the effect would be anti-dilutive:

Three months ended September 30,

Nine months ended September 30,

4 unchanged paragraphs

14. Subsequent event

During October 2026, management approved a plan to vacate the Company's corporate headquarters office in Austin, Texas. The premises are leased under a sublease expiring January 31, 2031 . The Company has entered into an agreement with a third-party real estate broker to act as its exclusive agent in marketing the premises for sublease. The Company is evaluating the related long-lived assets, including the operating lease right-of-use asset and leasehold improvements, for indicators of impairment, and none are noted as of September 30, 2026.

On November 3, 2026, Daniel Lentz, the Company's Chief Financial Officer and Chief Operating Officer, notified the Company of his intention to depart the Company effective November 13, 2026. The Company's Board of Directors appointed Tyler Duncan, Senior Vice President of Finance and Investor Relations, to serve as Interim Chief Financial Officer effective upon Mr. Lentz's departure.

Forward-looking statements 1 change

26 unchanged paragraphs

Although we believe the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties which are subject to change based on various important factors, some of which are beyond our control. For more information regarding these risks and uncertainties as well as certain additional risks that we face, refer to "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on March 2, 2026 (our "Annual Report") and "Risk Factors," in this Quarterly Report on Form 10-Q as well as factors more fully described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report on Form 10-Q.

1 unchanged paragraph

MD&A 102 changes

3 unchanged paragraphs

Our unified platform is anchored by three complementary layers that together enable merchants to manage commerce across increasingly fragmented digital environments. BigCommerce serves as our transaction layer, executing transactions and commerce logic. Feedonomics serves as our product intelligence layer, helping merchants structure, enrich, optimize and distribute product data across marketplaces, advertising channels, and emerging AI-powered discovery surfaces. Makeswift serves as our experience layer, enabling merchants to compose and govern digital experiences across web, mobile, and emerging AI interfaces. Together, these products enable merchants to centralize product data, deliver dynamic flexible shopping experiences, and improve visibility across a growing set of discovery and buying channels while supporting increasingly complex commerce workflows.

2 unchanged paragraphs

We plan to continue investing in our strategic B2B, B2C, and SB offerings, with an emphasis on simplifying our business, realigning concentrating investment toward on our highest-value initiatives, and building scalable infrastructure to support AI-enabled and agentic commerce use cases. Our operating priorities are converting pipeline into bookings, improving retention, and expanding monetization, including through BigCommerce Payments. 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, self-service and product-led offerings, and development of AI-driven AI-enabled 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 efficiency, profitability, and cash flows.

3 unchanged paragraphs

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. 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.

Our platform is designed to address these requirements the evolving needs or merchants through three complementary layers. Feedonomics serves as our product intelligence layer, enabling merchants to normalize, structure, enrich, and syndicate product data across storefronts, marketplaces, advertising channels, and certain AI-powered discovery surfaces. Makeswift serves as our experience layer, allowing merchants to visually 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, contract-specific pricing, quoting, promotions, and related APIs. Merchants can leverage these capabilities independently or together, giving us multiple ways to serve customers and expand our relationships over time.

We believe the integration of these layers positions merchants to participate in the continued evolution of digital commerce as AI adoption increases and product discovery, customer engagement, and transaction 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 embed AI capabilities across the commerce lifecycle in a practical and responsible manner while supporting merchants as commerce evolves toward more AI-enabled and agent-driven models.

1 unchanged paragraph

We continue to invest in our core commerce offerings to support growth across enterprise B2B and B2C customers, as well as SB use cases, with a disciplined focus on initiatives that we believe deliver the greatest long-term value for merchants and strengthen our platform. As part of the strategic operating plan we announced in September, we are reducing costs in areas that are not central to our strategy and that simplify our organization, while protecting investment in the products and teams needed to retain customers, improve monetization, and drive revenue growth.

For enterprise B2B customers, we continue to enhance our platform with features supporting complex commerce operations, including improvements to organizational management, purchasing workflows, pricing, quoting, and transaction execution. We also continue to expand B2B capabilities, including deeper integration within the BigCommerce platform, to provide a more unified user experience and integration with merchants' existing business systems. We believe these investments help manufacturers, distributors, and other enterprise merchants streamline operations while supporting increasingly sophisticated commerce 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, including Feedonomics Enrichment and BigCommerce Catalog Enrichment, which we announced in September. We also continue to enhance core commerce functionality, including checkout, promotions, storefront management, and catalog capabilities, while expanding BigCommerce Payments to additional merchants and markets to provide merchants with a more integrated payments experience, including support for more complex B2B transaction requirements.

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.

1 unchanged paragraph

We continue to evaluate and refine our pricing, packaging, and monetization models to better align value delivered with value captured across our product portfolio. As part of these efforts, we continue to invest in strategic growth initiatives including, BigCommerce Payments, AI-enabled commerce capabilities, B2B solutions, Feedonomics Surface, and other platform enhancements that we believe strengthen merchant outcomes and support long-term monetization.

BigCommerce Payments, AI-enabled commerce capabilities, B2B solutions, Feedonomics Surface, Makeswift and other platform enhancements that we believe strengthen merchant outcomes and support long-term monetization.

During the fiscal year 2026, we launched BigCommerce Payments, our 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 have continued to expand adoption of BigCommerce Payments, including its availability to additional merchants and markets, which we believe it strengthens merchant relationships and enhances the merchant experience. supports our ability to monetize transaction volume on our platform.

We also updated our plan structure, including plan names, GMV thresholds, and support tiers, and introduced a fee on certain orders processed through non-embedded payment providers for self-service merchants. We replaced our prior Standard, Plus, Pro, and Enterprise plans with Core, Growth, Scale, and Performance plans. These changes reflect our strategic decision to prioritize a more focused group of strategically aligned payment partners while maintaining merchant choice through our open and composable platform. We believe this approach improves merchant outcomes, strengthens alignment with key partners and supports more durable long-term monetization, and enhances the long-term economics of our ability to monetize our platform.

1 unchanged paragraph

The growth of our customer base remains important to our continued revenue growth. We believe we are positioned to grow through a combination of direct sales efforts, marketing initiatives, product-led growth channels, including self-service offerings such as Surface and referrals from our agency and technology partners.

We are focused on driving capital-efficient customer acquisition by leveraging and on converting pipeline into bookings. We also continue to work with our curated ecosystem of technology partners, and prioritizing including strategic partner relationships partners, that deliver the best merchant outcomes while creating long-term, aligned economic value for Commerce. Our partner 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.

2 unchanged paragraphs

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 innovation, platform functionality, and customer success initiatives to maximize improve customer retention and long-term merchant success. Revenue from existing customers may increase through subscription plan upgrades, additional store deployments, expanded adoption of BigCommerce Payments, Feedonomics, B2B capabilities, AI-enabled solutions, and broader utilization of our 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.

Partner and services revenue generated through our strategic technology partners generally increases as customers adopt additional integrated solutions within our ecosystem. Our ability to retain and grow our customers' commerce businesses often depends may depend in part 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. As our platform evolves, we believe our partner ecosystem will continue to support customer adoption and engagement while creating opportunities for sustainable growth.

1 unchanged paragraph

Our ability to offer more tailored solutions through a broader range of product offerings has allowed us to build stronger, more personalized relationships with customers, which in turn has contributed to reduced churn. Our ability to maintain and improve net revenue retention is influenced by product performance and innovation, pricing and packing, and the overall growth of our customers' commerce operations.

6 unchanged paragraphs

Annual revenue run-rate (ARR) as of the periods ended:

16 unchanged paragraphs

Cost of revenue consists primarily of: (1) personnel-related expenses (including stock-based compensation expense and associated payroll costs) for our customer success teams, (2) costs that are directly related to hosting and maintaining our platform, (3) fees for processing customer payments such as credit card processing charges, (4) personnel and other costs related to feed management, and (5) allocated overhead costs, such as technology and facility costs.

Sales and marketing expenses consist primarily of: (1) personnel-related expenses (including stock-based compensation expense and associated payroll costs), (2) sales commissions, (3) marketing programs, (4) travel-related expenses, and (5) allocated overhead costs, such as technology and facility costs. We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand. Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers which approximates three years.

3 unchanged paragraphs

General and administrative expenses consist primarily of: (1) personnel-related expenses (including stock-based compensation expense and associated payroll costs) for finance, legal and compliance, human resources, and certain members of our executive team, (2) external professional services, and (3) allocated overhead costs, such as technology and facility costs.

3 unchanged paragraphs

Restructuring charges consist primarily of severance payments, professional services, contract costs, accelerated depreciation, of internal use software, exits of certain office leases, and other related costs.

6 unchanged paragraphs

Other income (expense)

5 unchanged paragraphs

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

12 unchanged paragraphs

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

3 unchanged paragraphs

Six months ended June 30,

The composition of our revenue by geographic region during the three and six nine months ended June September 30, 2026 and June September 30, 2025 were as follows:

Three months ended June September 30,

Nine months ended September 30,

1 unchanged paragraph

Comparison of the three and six nine months ended June September 30, 2026 and June September 30, 2025

1 unchanged paragraph

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

3 unchanged paragraphs

Total revenue increased decreased for the three months ended June September 30, 2026, compared to the three months ended June September 30, 2025. The change related to an increase a decrease in partner and services revenue of $0.6 $1.8 million driven primarily by increases decreases in stand ready revenue share of $0.3 $0.6 million, and sponsorship revenue of $0.3 $0.5 million, These increases were offset by a decrease in subscription solutions and professional services revenue of $0.5 $0.3 million. as a result of a contract termination fee that was recognized in the prior period.

Total revenue increased for the six nine months ended June September 30, 2026, from the six nine months ended June September 30, 2025, as a result of an increase in subscription solutions revenue of $1.0 $1.1 million, primarily driven by new customers and upgrades, and an increase in partner and services revenue of $3.5 $1.7 million, which was attributed to an increase in partner integrations. of $4.1 million offset by a decrease in professional services revenue of $0.6 million.

1 unchanged paragraph

Six months ended June 30,

Three months ended June September 30,

Nine months ended September 30,

2 unchanged paragraphs

We expect cost of revenue to remain consistent in the near term in both absolute dollars and as a percentage of revenue.

Cost of revenue increased for the three months ended June September 30, 2026, from the three months ended June September 30, 2025. The change was related to an increase of $2.9 $3.1 million in web hosting costs from increased activity in the current year and the expiration of usage credits in the prior period and an increase in allocated overhead costs of $0.3 $0.2 million.

Cost of revenue increased for the six nine months ended June September 30, 2026, from the six nine months ended June September 30, 2025. The change was due to an increase of $5.5 $8.6 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 $1.8 million. These costs were offset by a reduction of stock-based compensation expense of $0.7 million.

We expect cost of revenue to slightly increase in absolute dollars primarily driven by hosting costs, but anticipate that cost of revenue as a percentage of revenue to remain consistent for the remaining fiscal year 2026.

1 unchanged paragraph

Three months ended June September 30,

9 unchanged paragraphs

Six months ended June 30,

Nine months ended September 30,

9 unchanged paragraphs

Sales and marketing expenses decreased for the three months ended June September 30, 2026 from the three months ended June September 30, 2025. The decrease of $7.6 $10.6 million was primarily related to actions implemented by the Company's Company in prior periods to optimize operational costs and efficiencies. These initiatives resulted in reductions in salaries and share-based compensation expense of $6.6 million, $0.6 $3.3 million of variable marketing spend, and $0.4 professional services costs, and $0.7 million of allocated overhead costs.

Sales and marketing expenses decreased for the six nine months ended June September 30, 2026, from the six nine months ended June September 30, 2025. The decrease was primarily related to a reduction reductions in salaries and share-based compensation expenses of $10.1 $16.7 million, variable marketing and professional service costs of $1.1 $4.8 million, and $0.5 $0.9 million reduction of allocated overhead costs as a result of the actions taken by the Company as described above.

2 unchanged paragraphs

Research and development expenses decreased increased for the three months ended June September 30, 2026 from the three months ended June September 30, 2025, primarily related to decreases increases in share-based compensation expense professional services of $1.4 $1.5 million increased compensation and allocated overhead costs capitalized related to our go to market products of $2.0 $1.1 million, offset by increases of $1.4 million decreases in professional services costs and allocated overhead costs share-based compensation expense of $1.4 $0.7 million.

Research and development expenses decreased increased for the six nine months ended June September 30, 2026, from the six nine months ended June September 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 $3.9 million and allocated overhead costs of $2.3 $0.2 million offset by decreases in salaries and share-based compensation expense of $4.0 million.

We expect that research and development expenses as a percentage of revenue to increase remain consistent as we continue to prioritize investment in our core offerings throughout for the remaining fiscal year 2026.

1 unchanged paragraph

General and administrative expenses decreased for the six months ended June 30, 2026, from the six months ended June 30, 2025, primarily related to a $1.7 million decrease in professional services costs and $1.2 million decrease in bad debt expense. These decreased were offset by increases in salaries and share-based compensation expense of $1.4 million and allocated overhead costs of $0.4 million as a result of the actions taken by the Company as described above.

General and administrative expenses decreased increased for the three months ended June September 30, 2026 from the three months ended June September 30, 2025, primarily due to actions implemented by the Company's increases in prior periods to optimize operational costs bad debt expense of $1.0 million and efficiencies. These initiatives resulted in reductions in professional services of $1.2 $1.0 million, offset by reductions in 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 $0.4 million.

General and administrative expenses increased for the nine months ended September 30, 2026, from the nine months ended September 30, 2025, primarily related to a $1.5 million increase in stock-based compensation expense and a $0.5 million increase of allocated overhead costs. These increases were partially offset by reductions in professional services costs of $0.7 million, $0.5 million of salaries and benefits, and $0.2 million of bad debt expense.

We expect that general and administrative expenses as a percentage of revenue to remain consistent in the near term, reflecting operational costs efficiencies.

1 unchanged paragraph

Amortization of intangible assets decreased for the three and six nine months ended June September 30, 2026 from the three and six nine months ended June September 30, 2025 as a result of certain acquired assets being fully amortized in the prior year.

1 unchanged paragraph

Acquisition related expense decreased were consistent for the three and six months ended June September 30, 2026 from compared to the three and six months ended June September 30, 2025. Acquisition related expenses decreased for the nine months ended September 30, 2026 from the nine months ended September 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.

1 unchanged paragraph

Restructuring charges decreased for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025. For the three and six months ended June 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 $1.0 million to $3.0 million through the first half of fiscal 2027 relating to retention benefits and professional services costs.

Restructuring charges increased for the three and nine months ended September 30, 2026 from the three and nine months ended September 30, 2025, due to the 2026 Restructure, which was initiated to further improve operational efficiencies and realign the current workforce with the Company's on-going cost structure. The charges consisted primarily of severance, costs associated with the exit of certain facilities, contract costs, professional services, and other related costs.

The Company expects to incur additional restructuring charges of approximately $5.4 million to $10.9 million in connection with the 2026 Restructure, of which approximately $3.5 million to $7.5 million is expected to be recognized in the fourth quarter of fiscal 2026 and the remainder in fiscal 2027.

The Company expects to incur additional costs of approximately $0.8 million to $1.8 million in connection with the 2025 Restructure, of which approximately $0.5 million to $1.1 million is expected to be recognized in the fourth quarter of fiscal 2026 and the remainder in fiscal 2027.

1 unchanged paragraph

Six months ended June 30,

The following tables table present our Other income/(expenses) income (expenses) for each of the periods indicated:

Three months ended June September 30,

Nine months ended September 30,

3 unchanged paragraphs

Gain on convertible note extinguishment decreased for the six months ended June 30, 2026, as a result of the repurchase transaction that occurred in 2025.

Interest income remained consistent for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025.

Interest expense remained consistent for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025.

Other expenses increased for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025. This increase was due to the impact of foreign currency exchange rates.

Total Other income (expense) improved by $0.3 million for the three months ended September 30, 2026 from the three months ended September 30, 2025 due to an increase interest income received from our marketable securities of $0.1 million and a decrease of expense related to foreign currency exchange rates of $0.2 million.

Total Other income (expense) decreased for the nine months ended September 30, 2026 from the nine months ended September 30, 2025, due to the $3.9 million gain on convertible note extinguishment recorded as the result of the 2025 repurchase transaction.

1 unchanged paragraph

Our provision for income taxes decreased for the three and six nine months ended June September 30, 2026 from the three and six nine months ended June September 30, 2025. This decrease was primarily due to decreases in state taxes.

2 unchanged paragraphs

Six months ended June 30,

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

2 unchanged paragraphs

5 unchanged paragraphs

5 unchanged paragraphs

and 22 more changes in the filing

Market risk 3 changes

Our cash, cash equivalents and restricted cash, consist primarily of interest-bearing accounts. Such interest-earning instruments carry a degree of interest rate risk. To minimize interest rate risk in the future, we intend to maintain our portfolio of cash equivalents in a variety of investment-grade securities, which may include commercial paper, money market funds, and government and non-government debt securities. Because of the short-term maturities of our cash, cash equivalents, restricted cash, and marketable securities, we do not believe that an increase in market rates would have any significant negative impact on the realized value of our investments. An immediate increase or decrease in interest rates of 100 basis points at June September 30, 2026 could result in a $1.0 million market value reduction or increase of the same amount.

In August 2024, we issued the 2028 Convertible Notes with an aggregate principal amount of $150.0 million, the full amount of which is outstanding as of June September 30, 2026. The 2028 Convertible Notes have a fixed interest rate of 7.50 percent; we do not face variable interest rate risk with respect to the 2028 Convertible Notes. The fair value of the 2028 Convertible Notes changes when the market price of our stock fluctuates or market interest rates change.

1 unchanged paragraph

All of our revenue and a majority of our expense and capital purchasing activities for the three and nine months ended June September 30, 2026 were transacted in U.S. dollars. As we continue our sales and operations internationally, we will be more exposed to changes in foreign exchange rates. Our international revenue is currently collected in U.S. dollars. In the future, we expect that our international sales will be primarily denominated in U.S. dollars. If we decide in the future to denominate international sales in currencies other than the U.S. dollar, unfavorable movement in the exchange rates between the U.S. dollar and the currencies in which we conduct foreign sales could have an adverse impact on our revenue.

3 unchanged paragraphs

Controls and procedures 2 changes

1 unchanged paragraph

As of June September 30, 2026, under the direction of our Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Based upon this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded as of June September 30, 2026, our disclosure controls and procedures were effective at such date.

1 unchanged paragraph

There have been no changes in our internal controls over financial reporting that occurred during the three month period ended June months September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Risk factors 3 changes

7 unchanged paragraphs

On September 10, 2026, we announced that our Board of Directors authorized the Share Repurchase Program. Under the Share Repurchase Program, we have the authority to repurchase up to $50 million of our common stock via acquisitions in the open market or privately negotiated transactions. The Share Repurchase Program became effective on September 10, 2026 and expires on the earlier of September 10, 2028 or the date on which $50 million of shares have been repurchased. Purchases made pursuant to the Share Repurchase Program may be conducted in compliance with Exchange Act Rule 10b-18 and/or Exchange Act Rule 10b5-1.

Purchases made pursuant to the Share Repurchase Program will be conducted in compliance with all applicable legal, regulatory, and internal policy requirements, including our Insider Trading Policy. We are not obligated to make purchases of, nor are we obligated to acquire any particular amount of, our common stock under the Share Repurchase Program. The Share Repurchase Program may be modified, suspended, extended or discontinued at any time.

We did not repurchase any shares of our common stock pursuant to the Share Repurchase Program during the three months ended September 30, 2026. As of September 30, 2026, the approximate dollar value of shares that may yet be purchased under the Share Repurchase Program was $50 million.

Other information 1 change

(c) During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Exhibits 7 changes

7 unchanged paragraphs

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350c, 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

3 unchanged paragraphs

Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to this agreement have been omitted. We hereby agree to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules.

Furnished herewith. The certifications attached as Exhibit 32.1 that accompanies accompany this Quarterly Report on Form 10-Q is deemed furnished and not filed with the Securities and Exchange Commission and is are not to be incorporated by reference into any filing of Commerce.com, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

1 unchanged paragraph

Date: August 6, 2026

Date: November 5, 2026

2 unchanged paragraphs

Date: August 6, 2026

Date: November 5, 2026

2 unchanged paragraphs