Commerce.com, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

Recent Sales of Unregistered Equity Securities

None.

(b)

Use of Proceeds

None.

(c)

Repurchases

On September 10, 2026, we announced that our Board of Directors authorized the Share Repurchase Program. Under the Share Repurchase Program, we have the authority to repurchase up to $50 million of our common stock via acquisitions in the open market or privately negotiated transactions. The Share Repurchase Program became effective on September 10, 2026 and expires on the earlier of September 10, 2028 or the date on which $50 million of shares have been repurchased. Purchases made pursuant to the Share Repurchase Program may be conducted in compliance with Exchange Act Rule 10b-18 and/or Exchange Act Rule 10b5-1.

Purchases made pursuant to the Share Repurchase Program will be conducted in compliance with all applicable legal, regulatory, and internal policy requirements, including our Insider Trading Policy. We are not obligated to make purchases of, nor are we obligated to acquire any particular amount of, our common stock under the Share Repurchase Program. The Share Repurchase Program may be modified, suspended, extended or discontinued at any time.

We did not repurchase any shares of our common stock pursuant to the Share Repurchase Program during the three months ended September 30, 2026. As of September 30, 2026, the approximate dollar value of shares that may yet be purchased under the Share Repurchase Program was $50 million.