Commerce.com, Inc.
For the period ended Apr 1, 2026. Filed Apr 1, 2026.
View on SEC.govAbout 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
Contents
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 | |
| 1 | Election 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. |
| 2 | Ratification 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.” |
| 3 | Advisory 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 Internet | By Mail |
| You can vote your shares online at www.proxyvote.com | Complete, 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
| 1 | PROXY STATEMENT SUMMARY |
| 5 | PROPOSAL 1: ELECTION OF TWO DIRECTORS |
| 14 | CORPORATE GOVERNANCE |
| 24 | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| 26 | AUDIT COMMITTEE REPORT |
| 27 | EXECUTIVE OFFICERS |
| 28 | PROPOSAL 3: NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (SAY-ON-PAY VOTE) |
| 30 | COMPENSATION DISCUSSION AND ANALYSIS |
| 45 | COMPENSATION COMMITTEE REPORT |
| 46 | EXECUTIVE COMPENSATION TABLES |
| 48 | NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE |
| 55 | 2025 DIRECTOR COMPENSATION |
| 58 | CEO PAY RATIO |
| 59 | PAY VERSUS PERFORMANCE |
| 63 | EQUITY COMPENSATION PLAN INFORMATION |
| 65 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
| 67 | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |
| 68 | STOCKHOLDER PROPOSALS |
| 69 | STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS |
| 70 | OTHER MATTERS |
| 71 | AVAILABLE INFORMATION |
| 72 | APPENDIX A |
COMMERCE.COM, INC.
11920 Alterra Parkway, D11 / Suite 100, 8th Floor
Austin, Texas 78758
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.