BigCommerce Holdings Inc
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
CMRC$3.67+1.4%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
None.
Exhibit Index
| Exhibit · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number | Description | Form | File No. | Exhibit | Filing Date |
| 2.1 | Asset Purchase Agreement by and among BigCommerce Holdings, Inc, BigCommerce Omni LLC, Feedonomics LLC, and certain other affiliated parties and significant equity holders of Feedonomics LLC, dated July 23, 2021 | 8-K | 001-39423 | 2.1 | July 23, 2021 |
| 3.1 | Seventh Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect | 8-K | 001-39423 | 3.1 | August 7, 2020 |
| 3.2 | Second Amended and Restated Bylaws of the Registrant, as currently in effect | 8-K | 001-39423 | 3.2 | September 1, 2023 |
| 4.1 | Indenture, dated September 14, 2021 between Registrant and U.S National Association | 8-K | 001-39423 | 4.1 | September 15, 2021 |
| 4.2 | Form of certificate representing the 0.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1) | 8-K | 001-39423 | 4.1 | September 15, 2021 |
| 4.3** | Description of Registrant's Securities | ||||
| 10.1 | Form of Capped Call Confirmation | 8-K | 001-39423 | 10.1 | September 15, 2021 |
| 10.2 | Fourth Amended and Restated Investor Rights Agreement, dated as of April 19, 2018 | S-1 | 333-239838 | 10.1 | July 13, 2020 |
| 10.3+ | Form of Indemnification Agreement for Officers and Directors | S-1/A | 333-239838 | 10.4 | July 28, 2020 |
| 10.4+ | BigCommerce Holdings, Inc. Amended and Restated 2013 Stock Plan (including forms of award agreements thereunder) | S-8 | 333-242387 | 4.3 | August 7, 2020 |
| 10.5+ | BigCommerce Holdings, Inc. 2020 Equity Incentive Plan (including forms of award agreements thereunder) | S-8 | 333-242387 | 4.4 | August 7, 2020 |
| 10.6+ | BigCommerce Holdings, Inc. 2020 Employee Stock Purchase Plan (including forms of award agreements thereunder) | S-8 | 333-242387 | 4.5 | August 7, 2020 |
| 10.7+ | Offer Letter dated May 29, 2015, by and between the Registrant and Brent Bellm | S-1 | 333-239838 | 10.12 | July 13, 2020 |
| 10.8+ | Amendment to Offer Letter dated February 12, 2019, by and between the Registrant and Brent Bellm | S-1 | 333-239838 | 10.13 | July 13, 2020 |
| 10.9+ | Offer Letter dated May 10, 2018, by and between the Registrant and Lisa Pearson | S-1 | 333-239838 | 10.14 | July 13, 2020 |
| 10.10+ | Offer Letter dated September 9, 2016, by and between the Registrant and Brian Dhatt | S-1 | 333-239838 | 10.15 | July 13, 2020 |
| 10.11+ | Amendment to Offer Letter dated February 2, 2017, by and between BigCommerce, Inc. and Brian Dhatt | S-1 | 333-239838 | 10.16 | July 13, 2020 |
| 10.12+ | Offer Letter dated May 1, 2014, by and between the Registrant and Robert Alvarez | 10-Q | 001-39423 | 10.2 | May 4, 2022 |
| 10.13+ | Amendment to Offer Letter dated February 11, 2019, by and between the Registrant and Robert Alvarez | 10-Q | 001-39423 | 10.3 | May 4, 2022 |
| 10.14+ | Offer Letter dated October 7, 2015, by and between the Registrant and Russell Klein | 10-Q | 001-39423 | 10.4 | May 4, 2022 |
| 10.15+ | Promotion Letter dated December 26, 2017, executed by Russell Klein | 10-Q | 001-39423 | 10.5 | May 4, 2022 |
| 10.16+ | Amendment to Offer Letter dated March 2, 2019, by and between the Registrant and Russell Klein | 10-Q | 001-39423 | 10.6 | May 4, 2022 |
| 10.17+ | Offer Letter dated April 7, 2021, by and between the Registrant and Robert Kaloustian | 10-Q | 001-39423 | 10.7 | May 4, 2022 |
| 10.18* | Office Lease, dated November 20, 2012, by and between New TPG-Four Points, L.P. and BigCommerce, Inc. | S-1 | 333-239838 | 10.17 | July 13, 2020 |
| 10.19* | First Amendment to Lease, dated February 5, 2018, by and between G&I VII Four Points LP and BigCommerce, Inc. | S-1 | 333-239838 | 10.18 | July 13, 2020 |
| 10.20* | Second Amendment to Lease, dated October 4, 2018, by and between G&I VII Four Points LP and BigCommerce, Inc. | S-1 | 333-239838 | 10.19 | July 13, 2020 |
| 10.21^ | PayPal Commerce Platform Global Partner Agreement, dated January 1, 2020, by and among PayPal, Inc., PayPal Pte. Ltd, BigCommerce, Inc., BigCommerce Pty Ltd, BigCommerce UK Ltd, and BigCommerce Software Ireland Limited | S-1 | 333-239838 | 10.20 | July 13, 2020 |
| 10.22+ | BigCommerce Holdings, Inc. 2022 Executive Bonus Plan | 10-K | 001-39423 | 10.16 | March 1, 2022 |
| 10.23+ | BigCommerce Holdings, Inc, 2021 Executive Bonus Plan | 10-K | 001-39423 | 10.18 | February 26, 2021 |
| 10.24+ | Form of Severance Letter Agreement, dated August 9, 2022 | 8-K | 001-39423 | 10.1 | August 12, 2022 |
| 10.25+ | Form of Equity Acceleration Letter, dated February 28, 2023 | 10-K | 001-39423 | 10.25 | March 1, 2023 |
| 10.26** | Promotion Letter dated June 12, 2023, executed by Daniel Lentz | ||||
| 21.1** | List of Subsidiaries of the Registrant | ||||
| 23.1** | Consent of Independent Registered Public Accounting Firm | ||||
| 31.1** | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|---|---|
| 31.2** | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1† | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1** | BigCommerce Holdings, Inc. Policy For Recovery of Erroneously Awarded Compensation |
| 101.INS** | Inline XBRL Instance Document. |
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in the Exhibit) |
- Indicates management contract or compensatory plan.
† The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of BigCommerce Holdings, 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 Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
- 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.
** Filed herewith.
^ Portions of this exhibit have been omitted as we have determined that the information (i) is not material and (ii) would likely cause competitive harm to us if publicly disclosed.
SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.
| BIGCOMMERCE HOLDINGS, INC. | ||
| Date: February 29, 2024 | By: | /s/ Brent Bellm |
|---|---|---|
| Brent Bellm | ||
| President, Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ Brent Bellm | President, Chief Executive Officer and Director | February 29, 2024 |
| Brent Bellm | (Principal Executive Officer) | |
| /s/ Daniel Lentz | Chief Financial Officer | February 29, 2024 |
| Daniel Lentz | (Principal Financial Officer) | |
| /s/ Hubert Ban | Senior Vice President | February 29, 2024 |
| Hubert Ban | (Principal Accounting Officer) | |
| /s/ Lawrence Bohn | Director | February 29, 2024 |
| Lawrence Bohn | ||
| /s/ Donald E. Clarke | Director | February 29, 2024 |
| Donald E. Clarke | ||
| /s/ Sally Gilligan | Director | February 29, 2024 |
| Sally Gilligan | ||
| /s/ Satish Malhotra | Director | February 29, 2024 |
| Satish Malhotra | ||
| /s/ Jeff Richards | Director | February 29, 2024 |
| Jeff Richards | ||
| /s/ Ellen F. Siminoff | Director | February 29, 2024 |
| Ellen F. Siminoff | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Operations for the Years ended December 31, 2023, 2022, and 2021 | F-6 |
| Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2023, 2022, and 2021 | F-7 |
| Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2023, 2022, and 2021 | F-8 |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2023, 2022, and 2021 | F-9 |
| Notes to Consolidated Financial Statements | F-10 |
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