Commerce.com, Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 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 |
| 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 | Certificate of Amendment to Seventh Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect | 8-K | 001-39423 | 3.1 | July 31, 2025 |
| 3.3 | Third Amended and Restated Bylaws of the Registrant, as currently in effect | 8-K | 001-39423 | 3.2 | July 31, 2025 |
| 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 | Indenture, dated as of August 7, 2024, between BigCommerce Holdings, Inc. and U.S. Bank Trust Company, National Association, as trustee. | 8-K | 001-39423 | 4.1 | August 7, 2024 |
| 4.4 | Form of certificate representing the 7.5% Convertible Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1) | 8-K | 001-39423 | 4.1 | August 7, 2024 |
| 4.5** | Description of Registrant's Securities | ||||
| 10.1 | Form of Capped Call Confirmation | 8-K | 001-39423 | 10.1 | September 15, 2021 |
| 10.2+ | Form of Indemnification Agreement for Officers and Directors | S-1/A | 333-239838 | 10.4 | July 28, 2020 |
| 10.3+ | BigCommerce Holdings, Inc. Amended and Restated 2013 Stock Plan (including forms of award agreements thereunder) | S-8 | 333-242387 | 4.3 | August 7, 2020 |
| 10.4+ | BigCommerce Holdings, Inc. 2020 Equity Incentive Plan (including forms of award agreements thereunder) | S-8 | 333-242387 | 4.4 | August 7, 2020 |
| 10.5+ | BigCommerce Holdings, Inc. 2020 Employee Stock Purchase Plan (including forms of award agreements thereunder) | S-8 | 333-242387 | 4.5 | August 7, 2020 |
| 10.6+ | Offer Letter dated September 9, 2016, by and between the Registrant and Brian Dhatt | S-1 | 333-239838 | 10.15 | July 13, 2020 |
| 10.7+ | 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 |
| 10.8+ | Offer Letter dated October 7, 2015, by and between the Registrant and Russell Klein | 10-Q | 001-39423 | 10.4 | May 4, 2022 |
| 10.9+ | Promotion Letter dated December 26, 2017, executed by Russell Klein | 10-Q | 001-39423 | 10.5 | May 4, 2022 |
| 10.10+ | 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 |
| 10.11+ | Form of Severance Letter Agreement, dated August 9, 2022 | 8-K | 001-39423 | 10.1 | August 12, 2022 |
| 10.12+ | Form of Equity Acceleration Letter, dated February 28, 2023 | 10-K | 001-39423 | 10.25 | March 1, 2023 |
| 10.13+ | Promotion Letter dated June 12, 2023, executed by Daniel Lentz | 10-K | 001-39423 | 10.26 | February 29, 2024 |
| 10.14+ | Form of Performance Unit Agreement | 8-K | 001-39423 | 10.1 | March 8, 2024 |
| 10.15+ | Form of Notice of Grant of Performance Units (Adjusted EBITDA) | 8-K | 001-39423 | 10.2 | March 8, 2024 |
| 10.16+ | Form of Notice of Grant of Performance Units (Revenue) | 8-K | 001-39423 | 10.3 | March 8, 2024 |
| 10.17+ | Form of Notice of Grant of Performance Units (Total Stockholder Return) | 8-K | 001-39423 | 10.4 | March 8, 204 |
| 10.18# | Exchange Agreement, dated as of July 31, 2024, between BigCommerce Holdings, Inc. and Lynrock Lake Master Fund LP. | 8-K | 001-39423 | 10.1 | July 31, 2024 |
| 10.19+ | Amended and Restated Offer Letter for Travis Hess, dated October 1, 2024. | 8-K | 001-39423 | 10.1 | October 2, 2024 |
| 10.20+ | Offer Letter for Ellen Siminoff, dated October 1, 2024. | 8-K | 001-39423 | 10.2 | October 2, 2024 |
| 10.21* | Sublease dated January 3, 2025 | 8-K | 001-39423 | 10.1 | January 10, 2025 |
| 10.22**+ | Offer Letter for Chuck Cassidy, dated July 10, 2023 | ||||
| 19.1** | Insider Trading Compliance Policy of the Registrant | ||||
| 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** | Commerce.com, 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 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 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.
Confidential information has been omitted because it is both (i) not material and (ii) is the type of information that the Company treats as private or confidential pursuant to Item 601 (b)(10) of Regulation S-K.
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.
| COMMERCE.COM, INC. | ||
| Date: March 2, 2026 | By: | /s/ Travis Hess |
|---|---|---|
| Travis Hess | ||
| Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints Travis Hess, Daniel Lentz, and Chuck Cassidy or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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/ Travis Hess | Chief Executive Officer | March 2, 2026 |
| Travis Hess | (Principal Executive Officer) | |
| /s/ Daniel Lentz | Chief Financial Officer and Chief Operating Officer | March 2, 2026 |
| Daniel Lentz | (Principal Financial Officer) | |
| /s/ Hubert Ban | Senior Vice President | March 2, 2026 |
| Hubert Ban | (Principal Accounting Officer) | |
| /s/ Ellen F. Siminoff | Executive Chair of the Board | March 2, 2026 |
| Ellen F. Siminoff | ||
| /s/ Donald E. Clarke | Director | March 2, 2026 |
| Donald E. Clarke | ||
| /s/ Sally Gilligan | Director | March 2, 2026 |
| Sally Gilligan | ||
| /s/ Satish Malhotra | Director | March 2, 2026 |
| Satish Malhotra | ||
| /s/ Jeff Richards | Director | March 2, 2026 |
| Jeff Richards | ||
| /s/ Anil Kamath | Director | March 2, 2026 |
| Anil Kamath | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-5 |
| Consolidated Statements of Operations for the Years ended December 31, 2025, 2024, and 2023 | F-6 |
| Consolidated Statements of Comprehensive Loss for the Years ended December 31, 2025, 2024, and 2023 | F-7 |
| Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2025, 2024, and 2023 | F-8 |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024, and 2023 | F-9 |
| Notes to Consolidated Financial Statements | F-10 |
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