CMRC — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-07

• We believe we are well positioned to serve as a provider of an open, AI-driven commerce platform designed to support data-centric, distributed, and orchestrated commerce. Our platform is designed to extend the storefront across an expanding set of product discovery and shopping surfaces, enhancing m…

• Our unified platform is anchored by three core products: BigCommerce, our transaction layer that executes transactions and commerce logic; Feedonomics, our product intelligence layer that creates a clean, enriched, structured understanding of products; and Makeswift, our experience layer that compos…

• Digital commerce continues to evolve as consumers discovery and purchasing behavior increasingly fragments across AI-driven and third-party surfaces. Buyers are more frequently beginning their purchase journeys in AI interfaces rather than directly on a merchant's owned storefront. We provide the st…

• We plan to continue investing in our strategic B2B, B2C, and SB offerings, with an emphasis on simplifying our business, realigning investment toward our highest-value initiatives, and building scalable infrastructure to support AI-enabled and agentic commerce use cases. We expect to advance our gro…

• While Commerce has historically been described as storefront-centric, we believe it is increasingly becoming more data-centric, distributed, and orchestrated. Product data must be structured and enriched, discovery and engagement occur across multiple surfaces, and systems must coordinate experience…

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• We are positioned to become the leading provider of an intelligent, composable ecommerce infrastructure that empowers businesses to innovate and grow in the era of AI-driven, agentic commerce. Our software-as-a-service platform serves as the connection for modern digital commerce, enabling merchants…

• Our unified platform is anchored by three core products: BigCommerce, our flexible and open commerce engine; Feedonomics, our AI-powered product data optimization and syndication platform; and Makeswift, our next-generation visual editor for storefront and content experiences. Together, these produc…

• We are providing AI-powered shopping as it is transforming the way consumers discover, evaluate, and purchase products. We offer structured product data and composable technology stacks that are essential for merchant success. Our rebrand reflects not only who we are today, but where digital commerc…

• We plan to continue to invest in our strategic B2B and B2C offerings, as well as building new partnerships and continuing to develop our portfolio of professional-grade commerce solutions for forward-focused businesses. We will also invest in and grow our business by acquiring additional customers t…

• This unification has allowed us to align internal operations across product development, sales and marketing, and customer success. Functionally, the unified platform now operates as a multi-layered solution that includes storefront capabilities, embedded data services, and a growing network of cura…

Text added vs the prior filing · source: 10-Q · 2026-05-07

• There have been no changes in our internal controls over financial reporting that occurred during the three month period ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• As discussed in Part II, Item 9A, “Controls and Procedures” in our Annual Report, we identified a material weakness in information technology (“IT”) general controls.

• We did not maintain effective controls over (i) user access to ensure appropriate segregation of duties and adequately restrict user and privileged access to financial applications, programs and data to the appropriate personnel; (ii) program change management for

• financial applications to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately. As a result, our related IT dependent manual and application controls that rely upon the affected …

• In response to the material weakness identified and described above, our management, with the oversight of the Audit Committee of our Board of Directors, will continue through 2025 to dedicate significant efforts and resources to further improve our control environment and to take steps to remediate…

• Except for the remediation plans in connection with our ineffective disclosure controls and procedures described above, there have been no changes in our internal controls over financial reporting that occurred during the three month period ended September 30, 2025, that have materially affected, or…

Text added vs the prior filing · source: 10-Q · 2026-05-07

• Our stockholder rights plan, or “poison pill,” includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.

• In order to provide the Board with time to make informed decisions that are in the best long-term interests of the Company and its stockholders, on April 13, 2026, our Board adopted a stockholder rights plan, which could discourage, delay or prevent an acquisition of the Company at a premium price. …

• Our current operations are international in scope. We are subject to risks from geopolitical crises, such as the conflict between the United States, Israel and Iran and the Russian invasion of Ukraine.

• In the case of the two most recent fiscal years, approximately 24 percent of our revenue has been generated from customers outside the United States. We currently have locations in the United States, Australia, the United Kingdom, and Ukraine. We are continuing to adapt and develop strategies to add…

• We have a significant number of employees outside of the United States. We may face difficulties, including: geopolitical crises, such as the conflict between the United States, Israel and Iran, the Russian invasion of Ukraine, costs associated with developing software and providing support in many …

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and financial results.

• The current global trade environment is uncertain. Changes in trade policy, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign governments may lead to continuing uncertainty …

• In March 2025, the U.S. government implemented additional tariffs on goods from numerous countries, with potential for further increases in scope and amount depending on international responses. While these recent trade policy changes have not yet materially affected our business operations or finan…

• Our rebranding initiative involves costs and may not be favorably received.

• On July 31, 2025, we changed our name from BigCommerce Holdings, Inc. to Commerce.com, Inc. and announced the reorganization of our existing BigCommerce, Feedonomics and Makeswift brands under a single flagship brand, Commerce. We have incurred costs as a result of the rebranding initiative and the …

Text added vs the prior filing · source: 10-Q · 2026-05-07

• On February 24, 2026 , Daniel Lentz, the Company’s Chief Financial Officer and Chief Operating Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of 53,800 shares of the Company’s common stock until February 26, 2027.

Text removed vs the prior filing · source: 10-Q · 2025-11-06

• During the three months ended September 30, 2025, 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 such terms are defined in Item 408(a) of Regulation S-K.