Form 8-K

8-K — Commerce.com, Inc.

Accession: 0001193125-26-210317

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001626450

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bigc-20260507.htm (Primary)

EX-99.1 (bigc-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bigc-20260507.htm · Sequence: 1

8-K

0001626450false0001626450bigc:SeriesAJuniorParticipatingPreferredStockMember2026-05-072026-05-070001626450bigc:SeriesOneCommonStockMember2026-05-072026-05-0700016264502026-05-072026-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

Commerce.com, Inc.

(Exact name of registrant as specified in charter)

Delaware

001-39423

46-2707656

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification

Number)

11920 Alterra Parkway

D11 / Suite 100

8th Floor

Austin, Texas 78758

(Address of principal executive offices, including zip code)

(512) 865-4500

(Registrant’s telephone number, including area code)

Not Applicable

(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:

□Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Series 1 Common Stock, $ 0.0001 par value per share

CMRC

The Nasdaq Global Market

Series A Junior Participating Preferred Stock, par value $0.0001 per share

N/A

The Nasdaq Global Market

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).

□ Emerging growth company

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 May 7, 2026, Commerce.com, Inc. (the “Company”) issued a press release announcing financial results as of and for the three months ended March 31, 2026. 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 May 7, 2026 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release issued by Commerce.com, Inc. dated May 7, 2026.

104

Cover page interactive data file (embedded within the inline XBRL document).

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.

Commerce.com, Inc.

Date: May 7, 2026

By:

/s/ Hubert Ban

Hubert Ban

Senior Vice President

(Principal Accounting Officer)

EX-99.1

Filename: bigc-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Commerce Announces First Quarter 2026 Financial Results

First Quarter Total Revenue of $86.8 Million, an Increase of 5% Versus Prior Year. Total ARR of $359.8 Million, an Increase of 3% Versus Prior Year. GAAP Net Income of $3.7 Million Versus Net Loss in Prior Year Period. Operating Cash Flow of $18.4 Million.

AUSTIN, Texas – May 7, 2026 – Commerce.com, Inc. (Nasdaq: CMRC), a data-centric provider of an open, AI-driven commerce ecosystem that enables businesses to unlock data, power intelligent discovery and deliver personalized experiences at scale, today announced financial results for its first quarter ended March 31, 2026.

“We’re off to a strong start in 2026, delivering solid financial results while continuing to execute against the strategy we laid out at the beginning of the year,” said Travis Hess, CEO of Commerce. “This quarter reflects our shift from foundation-building to execution and monetization, with meaningful progress across payments, AI-driven commerce and our core platform. We’re operating at the center of a structural shift as commerce evolves from a storefront-centric model to one that is increasingly AI-driven and distributed across channels. The storefront remains critical, but it’s no longer the sole driver of demand. We’ve been positioning the business for this transition over the past 18 months, integrating our platform across product intelligence, experience orchestration and transactions. In this environment, data and orchestration become increasingly important, and we’re well positioned to help merchants capture demand wherever it originates and convert it efficiently. This business has never been better positioned. We have the scale, the infrastructure, the financial profile and the product momentum to deliver on the growth potential of this product suite. Our focus is execution.”

First Quarter Financial Highlights:

•

Total revenue was $86.8 million, up 5% compared to the three months ended March 31, 2025.

•

Total annual revenue run-rate (“ARR”) as of March 31, 2026 was $359.8 million, up 3% compared to March 31, 2025.

•

Subscription solutions revenue was $63.7 million, up 3% compared to the three months ended March 31, 2025.

•

Gross Merchandise Volume (GMV) was $8.3 billion, up 14% compared to the three months ended March 31, 2025.

•

Net Revenue Retention (NRR) was 95.4%, compared to 95.0% in the three months ended March 31, 2025.

•

GAAP gross margin was 77%, compared to 79% in the three months ended March 31, 2025.

•

Non-GAAP gross margin was 77%, compared to 80% in the three months ended March 31, 2025.

Other Key Business Metrics

•

Revenue in the United States grew by 5% compared to the three months ended March 31, 2025.

•

Revenue in EMEA grew by 14% and revenue in APAC was largely unchanged compared to the three months ended March 31, 2025.

Income (Loss) from Operations and Non-GAAP Operating Income

•

GAAP income from operations was $5.8 million, compared to a loss of ($2.4) million in the three months ended March 31, 2025.

Exhibit 99.1

•

Non-GAAP operating income was $12.4 million, compared to $7.6 million in the three months ended March 31, 2025.

GAAP Net Income (Loss), Non-GAAP Net Income and Earnings Per Share

•

GAAP net income was $3.7 million, compared to a net loss of ($0.4) million in the three months ended March 31, 2025.

•

Non-GAAP net income was $10.4 million or 12% of revenue, compared to $5.7 million or 7% of revenue in the three months ended March 31, 2025.

•

GAAP basic net income per share was $0.05 based on 82.0 million weighted average shares outstanding, compared to ($0.00) based on 78.8 million weighted average shares outstanding in the three months ended March 31, 2025.

•

GAAP diluted net income per share was $0.05 based on 82.3 million weighted average shares outstanding compared to ($0.00) based on 78.8 million weighted average shares outstanding for the three months ended March 31, 2025.

•

Non-GAAP basic net income per share was $0.13 based on 82.0 million shares of weighted average shares outstanding, compared to $0.07 based on 78.8 million shares of weighted average shares outstanding in the three months ended March 31, 2025.

•

Non-GAAP diluted net income per share was $0.13 based on 82.3 million shares of dilutive shares, compared to $0.07 based on 80.5 million dilutive shares in the three months ended March 31, 2025.

Adjusted EBITDA

•

Adjusted EBITDA was $13.8 million, compared to $8.8 million in the three months ended March 31, 2025.

Cash

•

Cash, cash equivalents, restricted cash, and marketable securities totaled $157.0 million as of March 31, 2026.

•

For the three months ended March 31, 2026, net cash provided by operating activities was $18.4 million, compared to $0.4 million provided by operating activities for the same period in 2025.

•

Free cash flow of $14.1 million in the three months ended March 31, 2026, compared to ($2.9) million in the three months ended March 31, 2025.

Business Highlights:

Corporate Highlights

•

Earlier this week, Commerce announced that BigCommerce Payments by PayPal is now available to U.S. merchants. The solution integrates payment processing directly into the BigCommerce platform, enabling merchants to manage transactions, balances and financial operations from a single interface while maintaining a direct PayPal relationship.

•

In conjunction with Commerce Live in April 2026, the Company announced a broad set of product innovations, spanning core platform advancements, new growth capabilities and emerging agentic commerce experiences. The announcements highlight how Commerce is evolving its platform to help merchants move faster, scale across channels and adapt to new forms of commerce driven by AI.

Exhibit 99.1

•

Commerce announced the integration of PayPal’s Store Sync offering in the BigCommerce App Marketplace and Channel Manager, enabling BigCommerce merchants to seamlessly connect their product catalogs, inventory, and order management to AI surfaces. As a result, Commerce merchants benefit from their products becoming discoverable and purchasable across a growing network of AI-powered shopping surfaces, including Microsoft Copilot, Meta and Perplexity.

•

In April 2026, the Company announced that merchants are now syndicating catalog data to key agentic discovery channels including OpenAI and Google Gemini, using Feedonomics Agentic Catalog Exports (ACE), a new enterprise service designed to help merchants make their product catalogs discoverable across emerging AI-powered and agent-driven shopping environments. Dell is among the early enterprises leveraging Feedonomics to support its agentic commerce initiatives.

•

In January 2026, Commerce announced a significant expansion of its partnership with Stripe, giving BigCommerce merchants worldwide access to Stripe’s Optimized Checkout Suite, including a range of dynamic local and alternative payment methods such as Link, Buy Now, Pay Later (BNPL) and regional payment methods. The integration also offers merchants the opportunity to utilize Stripe’s advanced AI-driven fraud prevention tools.

•

In January 2026, Commerce announced its endorsement of Google’s new Universal Commerce Protocol (UCP). The new, open-source standard creates a common language for agents and systems to work together across the entire shopping journey from discovery and buying to post-purchase experiences, so they can interact seamlessly providing merchants with a frictionless way to reach customers across the entire AI ecosystem.

Customer Highlights

•

Nunu Trading International, a Barcelona-based wholesale distributor of perfumes, cosmetics and hair-care products serving trade customers across the EU and beyond, launched a new B2B ecommerce platform on Commerce's B2B Edition in partnership with agency Synapsis, leveraging multi-storefront architecture to serve five European markets across multiple languages with Stripe payments, Klaviyo for marketing automation, and a Dolibarr ERP integration for product and customer data synchronization.

•

Optibac Probiotics, a leading UK probiotic brand from Wren Laboratories, launched a new headless storefront built on Commerce's Catalyst framework in partnership with agency Ridgeway, migrating over 4,300 active subscriptions from their legacy platform and integrating OrderGroove for subscription management, Access Worldpay for payments, Storyblok CMS, and NetSuite ERP to support their growing DTC business. The new platform provides improved flexibility, performance and scalability to support Optibac’s continued international growth.

•

Helix Linear, a precision motion components manufacturer serving industrial automation, robotics, aerospace and defense, went live on a headless Catalyst storefront with B2B Edition.

Q2 and 2026 Financial Outlook:

For the second quarter of 2026, we currently expect:

•

Total revenue between $84.5 million and $85.5 million.

•

Non-GAAP operating income between $4 million and $5 million.

For the full year 2026, we currently expect:

•

Total revenue between $347.5 million and $369.5 million.

•

Non-GAAP operating income between $34 million and $53 million.

Exhibit 99.1

Our second quarter and 2026 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 GAAP income (loss) from operations, the most directly comparable GAAP measure to Non-GAAP operating income, and similarly cannot provide a reconciliation between our forecasted Non-GAAP operating income and these comparable GAAP measures without unreasonable effort due to the 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

Commerce will host a conference call and webcast at 7:00 a.m. CT (8:00 a.m. ET) on Thursday, May 7, 2026, to discuss its financial results and business highlights. The conference call can be accessed by dialing (800) 715-9871 from the United States and Canada or (646) 307-1963 internationally and requesting to join the “Commerce conference call.” The live webcast of the conference call and other materials related to Commerce’s financial performance can be accessed from Commerce’s investor relations website at http://investors.commerce.com.

Following the completion of the call through 11:59 p.m. ET on Thursday, May 14, 2026, a telephone replay will be available by dialing (877) 344-7529 from the United States, or (412) 317-0088 internationally with conference ID 8069801. A webcast replay will also be available at http://investors.commerce.com for 12 months.

About Commerce

Commerce (Nasdaq: CMRC) 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, Dell, Harvey Nichols, King Arthur Baking Co., Mizuno, Pacsun, Perry Ellis, Skechers, 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 www.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 market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our Q2 and fiscal 2026 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, the anticipated benefits and opportunities related to our 2025 realignment may not be realized or may take longer to realize than expected, our ability to pay the interest and principal on our indebtedness depends upon cash flows generated by our operating performance, 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

Exhibit 99.1

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, 2025 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.com, Inc. at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Commerce.com, Inc. 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 (“ARR”) at the end of each month as the sum of: (1) contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue, and (2) the sum of the trailing twelve-month non-recurring and variable revenue, which includes one-time partner integrations, one-time fees, payments revenue share, and any other revenue that is non-recurring and variable.

Gross Merchandise Volume (GMV)

Gross Merchandise Volume (“GMV”) represents the total dollar value of completed checkout transactions facilitated through the Commerce platform during the reporting period, including shipping and taxes. GMV is reported on a gross basis before deducting refunds or discounts. GMV is not a measure of revenue.

Net Revenue Retention (NRR)

Net Revenue Retention (“NRR”) measures our ability to retain and expand revenue from existing customers over time. NRR is calculated by dividing total billings and allocated partner revenue from a cohort of customers during the trailing twelve-month period by the total billings and allocated partner revenue from the same customer cohort in the corresponding prior-year period. NRR reflects the impact of customer expansion and contraction and excludes revenue from customers added after the prior twelve-month period.

Adjusted EBITDA

Exhibit 99.1

We define Adjusted EBITDA as our GAAP net income (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 note extinguishment, interest income, interest expense, other expense, and our provision 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, contract costs, accelerated depreciation, professional services costs, and other related costs.

Depreciation includes depreciation expenses related to the Company's fixed assets.

The most directly comparable GAAP measure is net income (loss).

Non-GAAP Operating Income

We define Non-GAAP Operating Income as our GAAP Income (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 income (loss) from operations.

Non-GAAP Net Income

We define Non-GAAP Net Income as our GAAP net income (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 income (loss).

Non-GAAP Basic and Dilutive Net Income per Share

We define Non-GAAP Basic Net Income (Loss) per Share as our Non-GAAP net income, defined above, divided by our basic and diluted GAAP weighted average shares outstanding. The most directly comparable GAAP measure is our basic net income (loss) per share.

Free Cash Flow

We define Free Cash Flow as our GAAP cash flow provided by operating activities less our GAAP purchases of capitalized internal-use software, leasehold improvements, and property and equipment (Capital Expenditures) and cash paid for website domain name. The most directly comparable GAAP measure is our cash flow provided by operating activities.

BigCommerce®, the Commerce logo, and other brands are the trademarks or registered trademarks of Commerce.com 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)

March 31,

December 31,

2026

2025

(unaudited)

Assets

Current assets

Cash and cash equivalents

57,204

44,258

Restricted cash

1,887

1,905

Marketable securities

97,936

96,838

Accounts receivable, net

49,555

49,967

Prepaid expenses and other assets, net

18,197

15,349

Deferred commissions

5,214

6,045

Total current assets

229,993

214,362

Property and equipment, net

16,216

13,983

Operating lease, right-of-use-assets

6,697

7,090

Prepaid expenses and other assets, net of current portion

6,812

6,677

Deferred commissions, net of current portion

2,856

3,466

Intangible assets, net

9,757

11,286

Goodwill

51,927

Total assets

324,258

308,791

Liabilities and stockholders’ equity

Current liabilities

Accounts payable

8,540

9,870

Accrued liabilities

4,504

4,787

Deferred revenue

68,841

59,576

Convertible notes

4,042

4,037

Operating lease liabilities

1,757

1,576

Other liabilities

28,753

28,340

Total current liabilities

116,437

108,186

Convertible notes, net of current portion - related party

152,754

153,012

Operating lease liabilities, net of current portion

6,575

6,892

Other liabilities, net of current portion

1,611

1,347

Total liabilities

277,377

269,437

Stockholders’ equity

Common stock

Additional paid-in capital

684,189

680,153

Accumulated other comprehensive income

(14

)

224

Accumulated deficit

(637,301

)

(641,030

)

Total stockholders’ equity

46,881

39,354

Total liabilities and stockholders’ equity

324,258

308,791

Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

For the three months ended March 31,

2026

2025

Revenue

86,842

82,370

Cost of revenue (1)

20,191

16,984

Gross profit

66,651

65,386

Operating expenses:

Sales and marketing(1)

26,196

30,366

Research and development(1)

18,033

19,206

General and administrative(1)

14,215

13,644

Amortization of intangible assets

1,529

2,335

Acquisition related costs

333

Restructuring charges

910

1,912

Total operating expenses

60,883

67,796

Income (loss) from operations

5,768

(2,410

)

Gain on convertible note extinguishment

3,931

Interest income

1,170

1,300

Interest expense

(2,483

)

(2,543

)

Other expense

(274

)

(107

)

Income before provision for income taxes

4,181

171

Provision for income taxes

(452

)

(524

)

Net income (loss)

3,729

(353

)

Basic net income (loss) per share

0.05

(0.00

)

Diluted net income (loss) per share

0.05

(0.00

)

Shares used to compute basic net income (loss) per share

82,044

78,835

Shares used to compute diluted net income (loss) per share

82,319

78,835

(1) Amounts include stock-based compensation expense and associated payroll tax costs, as follows:

For the three months ended March 31,

2026

2025

Cost of revenue

534

746

Sales and marketing

204

1,775

Research and development

1,502

3,042

General and administrative

1,994

(144

)

Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Three months ended March 31,

2026

2025

Cash flows from operating activities

Net income (loss)

3,729

(353

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization expense

2,886

4,281

Amortization of discount on convertible notes

174

187

Amortization of premium on convertible notes

(427

)

(402

)

Accretion on marketable securities, net

(463

)

Stock-based compensation expense

4,090

5,209

Provision for expected credit losses

614

930

Gain on convertible notes extinguishment

(3,931

)

Changes in operating assets and liabilities:

Accounts receivable

(12

)

3,020

Prepaid expenses and other assets

(2,939

)

(5,084

)

Deferred commissions

1,441

1,935

Accounts payable

(884

)

678

Accrued and other liabilities

900

(8,137

)

Deferred revenue

9,265

2,068

Net cash provided by operating activities

18,374

401

Cash flows from investing activities:

Cash paid for website domain name

(2,444

)

Purchase of capitalized internal-use software, leasehold improvements, and property and equipment

(4,285

)

(825

)

Maturity of marketable securities

24,000

28,579

Purchase of marketable securities

(25,107

)

(7,945

)

Net cash provided by (used in) investing activities

(5,392

)

17,365

Cash flows from financing activities:

Proceeds from exercise of stock options

539

1,096

Taxes paid related to net share settlement of stock options

(593

)

(1,225

)

Payment of convertible note issuance costs

(217

)

Repayment of convertible notes and financing obligation

(54,528

)

Net cash used in financing activities

(54

)

(54,874

)

Net change in cash and cash equivalents and restricted cash

12,928

(37,108

)

Cash and cash equivalents and restricted cash, beginning of period

46,163

90,356

Cash and cash equivalents and restricted cash, end of period

59,091

53,248

Supplemental cash flow information:

Cash paid for interest

Cash paid for interest - related party

5,625

Noncash investing and financing activities:

Capital additions, accrued but not paid

833

205

Right-of-use asset obtained in exchange for new operating lease liability

5,516

Exhibit 99.1

Commerce.com, Inc.

Disaggregation of Revenue

Disaggregated Revenue:

Three months ended March 31,

(in thousands)

2026

2025

Subscription solutions

63,675

62,114

Partner and services

23,167

20,256

Revenue

86,842

82,370

Revenue by Geography:

Three months ended March 31,

(in thousands)

2026

2025

Revenue:

United States

65,755

62,621

EMEA

11,344

9,965

APAC

5,946

5,925

Rest of World

3,797

3,859

Revenue

86,842

82,370

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 March 31,

2026

2025

(in thousands)

Revenue

86,842

82,370

Income (loss) from operations

5,768

(2,410

)

Plus:

Stock-based compensation expense and associated payroll tax costs

4,234

5,419

Amortization of intangible assets

1,529

2,335

Acquisition related costs

333

Restructuring charges

910

1,912

Non-GAAP operating income

12,441

7,589

Non-GAAP operating income as a percentage of revenue

14.3

9.2

Reconciliation of net income (loss) & basic net income (loss) per share to Non-GAAP net income & Non-GAAP basic and diluted net income per share:

Three months ended March 31,

2026

2025

(in thousands)

Revenue

86,842

82,370

Net income (loss)

3,729

(353

)

Plus:

Stock-based compensation expense and associated payroll tax costs

4,234

5,419

Amortization of intangible assets

1,529

2,335

Acquisition related costs

333

Restructuring charges

910

1,912

Gain on convertible notes extinguishment

(3,931

)

Non-GAAP net income

10,402

5,715

Basic net income (loss) per share

0.05

(0.00

)

Non-GAAP basic net income per share

0.13

0.07

Non-GAAP diluted net income per share

0.13

0.07

Shares used to compute basic income (loss) per share and basic Non-GAAP net income per share

82,044

78,835

Shares used to compute diluted Non-GAAP net income per share

82,319

80,464

Non-GAAP net income as a percentage of revenue

12.0

6.9

Exhibit 99.1

Reconciliation of net income (loss) to adjusted EBITDA:

Three months ended March 31,

2026

2025

(in thousands)

Revenue

86,842

82,370

Net income (loss)

3,729

(353

)

Plus:

Stock-based compensation expense and associated payroll tax costs

4,234

5,419

Amortization of intangible assets

1,529

2,335

Acquisition related costs

333

Restructuring charges

910

1,912

Depreciation

1,357

1,244

Gain on convertible notes extinguishment

(3,931

)

Interest income

(1,170

)

(1,300

)

Interest expense

2,483

2,543

Other expenses

274

107

Provision for income taxes

452

524

Adjusted EBITDA

13,798

8,833

Adjusted EBITDA as a percentage of revenue

15.9

10.7

Reconciliation of Cost of revenue to Non-GAAP cost of revenue:

Three months ended March 31,

2026

2025

(in thousands)

Revenue

86,842

82,370

Cost of revenue

20,191

16,984

Less:

Stock-based compensation expense and associated payroll tax costs

534

746

Non-GAAP cost of revenue

19,657

16,238

As a percentage of revenue

22.6

19.7

Reconciliation of Sales and marketing expense to Non-GAAP sales and marketing expense:

Three months ended March 31,

2026

2025

(in thousands)

Revenue

86,842

82,370

Sales and marketing

26,196

30,366

Less:

Stock-based compensation expense and associated payroll tax costs

204

1,775

Non-GAAP sales and marketing

25,992

28,591

As a percentage of revenue

29.9

34.7

Exhibit 99.1

Reconciliation of Research and development expense to Non-GAAP research and development expense:

Three months ended March 31,

2026

2025

(in thousands)

Revenue

86,842

82,370

Research and development

18,033

19,206

Less:

Stock-based compensation expense and associated payroll tax costs

1,502

3,042

Non-GAAP research and development

16,531

16,164

As a percentage of revenue

19.0

19.6

Reconciliation of General and administrative expense to Non-GAAP general and administrative expense:

Three months ended March 31,

2026

2025

(in thousands)

Revenue

86,842

82,370

General & administrative

14,215

13,644

Less:

Stock-based compensation expense and associated payroll tax costs

1,994

(144

)

Non-GAAP general & administrative

12,221

13,788

As a percentage of revenue

14.1

16.7

Reconciliation of net cash provided by operating activities to free cash flow:

Three months ended March 31,

2026

2025

(in thousands)

Net cash provided by operating activities

18,374

401

Cash paid for website domain name

(2,444

)

Purchase of capitalized internal-use software, leasehold improvements, and property and equipment

(4,285

)

(825

)

Free cash flow

14,089

(2,868

)

Annual revenue run-rate (ARR) as of:

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

March 31,

2025

Total ARR (in thousands)

359,827

359,136

355,716

354,608

350,835

Gross Merchandise Volume (GMV) for the three months ended:

Exhibit 99.1

(in millions)

Three months ended

Sequential % Change

March 31, 2026

8,257

(6.7

)

December 31, 2025

8,852

12.0

September 30, 2025

7,901

2.6

June 30, 2025

7,700

6.3

March 31, 2025

7,242

(10.9

)

Net Revenue Retention (NRR) for the twelve months trailing as of:

Trailing twelve months as of

Sequential % Change

March 31, 2026

95.4

0.2

December 31, 2025

95.2

0.7

September 30, 2025

94.5

0.0

June 30, 2025

94.5

(0.5

)

March 31, 2025

95.0

(0.0

)

Subscription annual revenue run-rate as of:

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

March 31,

2025

Subscription ARR (in thousands)

270,191

272,411

268,617

267,951

264,922

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