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Commerce.com, Inc.

For the period ended Apr 1, 2026. Filed Apr 1, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 1, 2026 · Filed Apr 1, 2026

CMRC$3.620.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

2026 Proxy Statement

and Notice of Annual Meeting

Commerce’s 2026 Annual Meeting will be held at 8:00 a.m. Central Time on Thursday, May 14, 2026. This Annual Meeting of Shareholders will be held in virtual format only. You will not be able to attend the annual meeting in person.

Letter toStockholdersDear Stockholder:You are cordially invited to attend this year’s annual meeting of stockholders of Commerce.com, Inc. on May 14, 2026, at 8:00 a.m. Central Time. The annual meeting will be a completely “virtual” meeting. You will be able to attend the annual meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/CMRC2026 and entering the company number and control number included on your proxy card or in the instructions that accompany your proxy materials. Details regarding admission to the annual meeting and the business to be conducted at the annual meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. Whether or not you plan to attend the annual meeting, your vote is important and we encourage you to vote promptly. You may vote by either marking, signing and returning the enclosed proxy card or using telephone or internet voting. For specific instructions on voting, please refer to the instructions on your enclosed proxy card. If you attend the annual meeting you will have the right to revoke the proxy and vote your shares virtually at the meeting. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your brokerage firm, bank or other nominee to vote your shares. Sincerely yours, TRAVIS HESS Director and Chief Executive OfficerApril 1, 2026

In accordance with rules and regulations adopted by the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the Internet Availability Notice) has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the documents accessible on the Internet. It is important that your shares be represented and voted whether or not you plan to attend the annual meeting. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions on the Internet Availability Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice of Internet Availability of Proxy Materials used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the annual meeting. A list of stockholders entitled to vote at the annual meeting will be available for examination by stockholders of record atwww.virtualshareholdermeeting.com/CMRC2026 during the annual meeting.

By Order Of The Board Of Directors

Chuck Cassidy

Corporate Secretary

Notice of AnnualMeeting of Stockholders

Who Can Vote
Only owners of record of the Company’s issued and outstanding Series 1 Common Stock as of the close of business on March 19, 2026. Each share of Series 1 Common Stock is entitled to one vote.
Proposals
1Election of two nominees named in the proxy statement to serve on the Board of Directors. The Board of Directors recommends a vote “FOR” each nominee.
2Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2026. The Board of Directors recommends a vote “FOR.”
3Advisory vote on the approval of the compensation of our named executive officers (say-on-pay vote). The Board of Directors recommends a vote “FOR.”
Date of Mailing
We intend to mail a Notice of Internet Availability of Proxy Materials on or about April 1, 2026.
How to Vote in Advance
Your vote is important. Please vote as soon as possible by one of the methods shown above. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability in hand and follow the below instructions:
By InternetBy Mail
You can vote your shares online at www.proxyvote.comComplete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided
By Phone
You can vote your shares by calling 1-800-690-6903

Dated: May 14, 2026

Time: 8:00 a.m., Central Time

Location: Virtually at www.virtualshareholdermeeting.com/CMRC2026

Table of Contents

1PROXY STATEMENT SUMMARY
5PROPOSAL 1: ELECTION OF TWO DIRECTORS
14CORPORATE GOVERNANCE
24PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
26AUDIT COMMITTEE REPORT
27EXECUTIVE OFFICERS
28PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY-ON-PAY VOTE)
30COMPENSATION DISCUSSION AND ANALYSIS
45COMPENSATION COMMITTEE REPORT
46EXECUTIVE COMPENSATION TABLES
48NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
552025 DIRECTOR COMPENSATION
58CEO PAY RATIO
59PAY VERSUS PERFORMANCE
63EQUITY COMPENSATION PLAN INFORMATION
65SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
67CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
68STOCKHOLDER PROPOSALS
69STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS
70OTHER MATTERS
71AVAILABLE INFORMATION
72APPENDIX A

COMMERCE.COM, INC.

11920 Alterra Parkway, D11 / Suite 100, 8th Floor

Austin, Texas 78758

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.