Filing Analysis
Commerce.com, Inc. filed an 8-K to furnish its quarterly earnings press release for the three and six months ended June 30, 2026. The filing is a standard disclosure of financial results under Item 2.02.
📋 Key Facts
- Reporting period: Three and six months ended June 30, 2026.
- Filing date: August 6, 2026.
- The filing includes a press release as Exhibit 99.1 containing forward-looking statements.
Commerce.com, Inc. reported the results of its Annual Meeting of Stockholders held on May 14, 2026. Shareholders elected two Class III directors, ratified the company's independent auditor, and approved executive compensation in an advisory vote.
🚩 Red Flags
- Significant 'Votes Withheld' for director Donald E. Clarke, totaling 15,829,258 votes (approximately 35% of the total votes cast for/withheld for his seat).
📋 Key Facts
- The Annual Meeting of Stockholders was held on May 14, 2026.
- Donald E. Clarke and Ellen Siminoff were elected as Class III directors to serve three-year terms.
- Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 58,871,277 votes in favor.
- The advisory vote on executive compensation (Say-on-Pay) passed with 41,815,910 votes for, 2,042,635 against, and 844,410 abstaining.
Commerce.com, Inc. announced its financial results for the first quarter ended March 31, 2026, via a press release. The filing serves as a routine quarterly earnings disclosure furnished under Item 2.02.
📋 Key Facts
- Financial results reported for the three months ended March 31, 2026
- Press release issued on May 7, 2026, and furnished as Exhibit 99.1
- The filing was signed by Hubert Ban, Senior Vice President and Principal Accounting Officer
- The company is listed on The Nasdaq Global Market under the ticker CMRC
Commerce.com, Inc. has adopted a shareholder rights plan (poison pill) by entering into a Rights Agreement with Equiniti Trust Company, LLC. The plan is designed to deter hostile takeovers by triggering significant dilution if a person or group acquires 10% or more of the company's common stock.
🚩 Red Flags
- Adoption of a defensive 'poison pill' mechanism which can entrench management.
- Relatively low trigger threshold of 10% beneficial ownership.
- Inclusion of synthetic/derivative positions in the ownership calculation, which is a restrictive measure against activists.
📋 Key Facts
- The Rights Agreement was entered into on April 13, 2026, with a record date of April 27, 2026.
- The trigger threshold is set at 10% beneficial ownership for most investors and 20% for Passive Institutional Investors.
- Each right entitles the holder to purchase 1/1000th of a share of Series A Junior Participating Preferred Stock at an exercise price of $13.00.
- The plan includes 'flip-in' and 'flip-over' provisions, allowing shareholders to purchase CMRC or acquirer stock at a 50% discount upon a triggering event.
- The Rights Agreement is scheduled to expire on April 12, 2027, unless redeemed or exchanged earlier.
- Synthetic ownership through derivative securities counts toward the ownership threshold.
Commerce.com, Inc. filed an 8-K to furnish its financial results for the fiscal quarter and fiscal year ended December 31, 2025. The filing serves as a formal announcement of quarterly and annual earnings via a press release.
📋 Key Facts
- Reporting period: Fiscal quarter and fiscal year ended December 31, 2025.
- Filing date: February 12, 2026.
- The filing includes Exhibit 99.1 containing the earnings press release.
- Information under Item 2.02 is furnished but not filed for purposes of Section 18 liability.
Commerce.com, Inc. announced a workforce realignment plan involving significant restructuring charges and the appointment of its CFO to an additional role as COO.
🚩 Red Flags
- Significant restructuring charges ($7.4M in Q4) indicate a need for cost optimization.
- The expansion of the CFO's responsibilities to include COO may suggest internal resource constraints or management consolidation.
📋 Key Facts
- The Company committed to a workforce realignment plan on December 31, 2025, to optimize operational costs.
- Recorded a $7.4 million expense in Q4 fiscal 2025 related to the Plan.
- Estimates an additional $6.5 million in expenses for fiscal 2026 (severance, professional services, etc.).
- Expected total operating cash flow impact of $12.2 million for fiscal year 2026.
- Daniel Lentz has been appointed to the additional role of Chief Operating Officer effective January 1, 2026, while remaining CFO.
Commerce.com, Inc. (formerly BigCommerce Holdings, Inc.) has filed an 8-K to furnish its quarterly financial results for the nine and three months ended September 30, 2025.
📋 Key Facts
- The filing is a standard disclosure of quarterly earnings results under Item 2.02.
- Reporting period covers the nine and three months ended September 30, 2025.
- The company has recently undergone a name change from BigCommerce Holdings, Inc. to Commerce.com, Inc.
Commerce.com, Inc. announced the mutual agreement for Chief Commercial Officer Russell Klein to retire effective November 1, 2025. Senior Vice President Michaela Weber will assume his primary responsibilities.
🚩 Red Flags
- Departure of a C-suite officer can sometimes signal internal friction, though this is noted as a mutual retirement.
📋 Key Facts
- Russell Klein is retiring as Chief Commercial Officer and employee effective November 1, 2025.
- Departure was a mutual agreement.
- Severance package includes six months' base salary and six months of healthcare premiums, contingent upon a release of claims.
- Michaela Weber (SVP, Payments & Global Business Development) is designated as the successor for his duties.
Commerce.com, Inc. announced that its Board of Directors has extended the term of Executive Chair Ellen F. Siminoff for one additional year, effective October 1, 2025.
📋 Key Facts
- Term extension for Executive Chair Ellen F. Siminoff begins October 1, 2025.
- Extension duration: One additional year.
- Annual cash compensation approved: $200,000, payable in four quarterly installments.
- Equity incentive: Option to purchase 247,963 shares of common stock under the 2020 Equity Incentive Plan.
- Vesting schedule for options: Equal monthly installments over a 12-month period, contingent on continued service.
Commerce.com, Inc. (formerly BigCommerce Holdings, Inc.) announced a corporate name change and ticker symbol change to 'CMRC' effective August 1, 2025. The filing also includes the release of quarterly financial results and announcements regarding new strategic partnerships.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Corporate name changed from BigCommerce Holdings, Inc. to Commerce.com, Inc., effective July 31, 2025.
- Ticker symbol changing from 'BIGC' to 'CMRC' on Nasdaq Global Market starting August 1, 2025.
- Company issued financial results for the six and three months ended June 30, 2025 (Item 2.02).
- Announced a strategic partnership with PROS Holdings, Inc. (Exhibit 99.4).
- Announced developments regarding its partnership with Google Cloud (Exhibit 99.3).
BigCommerce Holdings, Inc. announced the retirement of Board member Lawrence Bohn and the appointment of Anil Kamath to the Board effective July 1, 2025. The filing notes that Mr. Bohn's departure is not due to any disagreement with the company.
📋 Key Facts
- Lawrence Bohn retired from the Board of Directors effective July 1, 2025; resignation was not due to disagreements.
- Anil Kamath appointed as a Class I director effective July 1, 2025.
- Mr. Kamath will serve on the Compensation Committee and the Nominating and Corporate Governance Committee.
- Mr. Kamath previously served as Fellow and VP of Technology at Adobe (2012-2025), specializing in AI/ML.
BigCommerce Holdings, Inc. held its Annual Meeting of Stockholders on May 15, 2025. The meeting resulted in the election of two Class II Directors and the ratification of Ernst & Young LLP as the independent auditor.
🚩 Red Flags
- Significant 'Votes Against' and 'Withheld' votes in the advisory compensation proposal (approx. 46% of total votes cast against/withheld), indicating potential shareholder dissatisfaction with executive pay structures.
📋 Key Facts
- Annual Meeting of Stockholders held on May 15, 2025.
- Sally Gilligan was elected to the Board (32,781,336 votes for).
- Satish Malhorta was elected to the Board (28,692,896 votes for).
- Ernst & Young LLP was ratified as independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- Advisory vote on executive compensation was held.
BigCommerce Holdings, Inc. filed an 8-K to furnish its quarterly financial results for the three months ended March 31, 2025. The filing serves as a formal announcement of the company's recent earnings performance.
📋 Key Facts
- Report date: May 8, 2025
- Reporting period: Three months ended March 31, 2025
- The filing includes Exhibit 99.1 containing the press release of financial results
- Information under Item 2.02 is furnished but not filed for purposes of Section 18 liability
BigCommerce Holdings, Inc. announced the mutual agreement for Chief Technology Officer Brian Dhatt to depart the company effective April 30, 2025. Senior Vice President of Engineering Marcus Groff will assume his responsibilities.
🚩 Red Flags
- Departure of a key C-suite executive (CTO).
📋 Key Facts
- Brian Dhatt is departing as CTO and employee effective April 30, 2025.
- Departure is by mutual agreement.
- Separation package includes six months' base salary and six months of healthcare premiums, contingent on a general release of claims.
- Marcus Groff (SVP of Engineering) will assume CTO duties immediately.
BigCommerce Holdings, Inc. has amended its employment agreement with CEO Travis Hess to include specific severance triggers related to a potential change in control (CIC). The amendment clarifies 'qualifying termination' terms and provides for 12 months of salary and healthcare premiums in certain non-CIC scenarios.
🚩 Red Flags
- The amendment specifically addresses severance triggers around 'change in control' events, which can sometimes signal management preparing for an exit or M&A activity.
- Increased liquidity/severance obligations for the CEO could impact company cash flow in a transition scenario.
📋 Key Facts
- The Compensation Committee approved an amendment to CEO Travis Hess's employment letter on February 27, 2025.
- Amended 'CIC Termination' definition: Includes termination without cause or resignation for good reason within three months before or eighteen months after a change in control.
- New severance provision: In qualifying terminations other than CIC-related ones, Hess is eligible for 12 months of base salary and 12 months of healthcare premiums.
- Severance payments are to be made in installments over a three-month period following termination.
BigCommerce Holdings, Inc. filed an 8-K to announce its financial results for the fiscal quarter and fiscal year ended December 31, 2024.
📋 Key Facts
- Report date: February 20, 2025
- Reporting period: Fiscal quarter and fiscal year ended December 31, 2024
- The filing includes a press release (Exhibit 99.1) containing forward-looking statements.
- The information under Item 2.02 is furnished but not filed for purposes of Section 18 liability.
BigCommerce Holdings, Inc. entered into a sublease agreement with Expedia, Inc. for approximately 65,000 square feet of office space in Austin, Texas. This move is part of a previously announced restructuring and relocation of the company's corporate headquarters.
🚩 Red Flags
- The sublease includes a termination clause if the company enters bankruptcy or insolvency.
📋 Key Facts
- Sublease effective date: January 3, 2025
- Expected commencement date for new premises: October 1, 2025
- Term length: Approximately 6 years (expires Jan 31, 2031, or earlier)
- Net rent obligation: Approximately $8.3 million over the term
- Cash security deposit required: Approximately $0.3 million
- Location: 11901 Alterra Parkway, Domain 11, Austin, Texas
- Sublessor: Expedia, Inc.
BigCommerce Holdings, Inc. filed an 8-K to furnish a press release issued on December 4, 2024, pursuant to Regulation FD Disclosure.
📋 Key Facts
- The filing is made under Item 7.01 (Regulation FD Disclosure).
- A press release was issued on December 4, 2024, and is attached as Exhibit 99.1.
- The information in the exhibit is furnished but not filed for purposes of Section 18 of the Exchange Act.
BigCommerce Holdings, Inc. filed an 8-K to furnish its third quarter financial results for the period ended September 30, 2024. The filing serves as a formal announcement of the earnings press release issued on November 7, 2024.
📋 Key Facts
- Reporting period: Third Quarter ended September 30, 2024.
- Filing date: November 7, 2024.
- The filing includes a press release as Exhibit 99.1 containing the financial results.
BigCommerce Holdings, Inc. announced the termination of CEO Brent Bellm and his subsequent resignation from the Board on September 30, 2024. Travis Hess has been appointed as the new CEO, and Ellen Siminoff has been named Executive Chair in a newly created role.
🚩 Red Flags
- Sudden termination of the CEO (though stated not to be due to a dispute).
- Significant leadership reshuffle involving both the CEO and the creation of an Executive Chair role.
- Potential for management instability during the transition period.
📋 Key Facts
- CEO Brent Bellm was terminated effective September 30, 2024; he will serve as a non-executive special advisor until October 18, 2024.
- Travis Hess (formerly President) appointed CEO effective October 1, 2024.
- Hess's compensation includes 100,000 performance-vesting RSUs tied to EBITDA, revenue goals, and total stockholder return through 2026.
- Ellen Siminoff appointed as Executive Chair; this is a newly created role.
- The company reaffirmed its Q3 fiscal year 2024 financial guidance.
BigCommerce Holdings, Inc. entered into an exchange agreement to swap $161.2 million of existing 0.25% Convertible Senior Notes due 2026 for $150.0 million in new 7.5% Convertible Senior Notes due 2028. This transaction involves a significant increase in the coupon rate from 0.25% to 7.5%, effectively increasing the company's interest expense burden.
🚩 Red Flags
- Significant increase in cost of debt (coupon jumped from 0.25% to 7.5%).
- Potential for significant dilution due to the conversion feature (up to ~18.5M shares).
- Restrictive covenants and 'Events of Default' include defaults on other indebtedness of $20M+ or bankruptcy/insolvency events.
- The exchange results in a net reduction of principal ($161.2M down to $150M) but at a much higher interest cost, suggesting a liquidity-driven restructuring.
📋 Key Facts
- Exchanged $161.2 million of 0.25% Convertible Senior Notes due 2026 for $150.0 million of new 7.5% Convertible Senior Notes due 2028.
- The new 2028 Notes carry a 7.5% annual interest rate, payable semi-annually on April 1 and October 1.
- Initial conversion price is set at $16.00 per share (initial conversion rate of 62.5 shares per $1,000 principal).
- Maximum potential dilution involves up to 18,518,505 shares of common stock upon conversion.
- The new notes are senior, initially unsecured obligations maturing October 1, 2028.
BigCommerce Holdings, Inc. has entered into a significant debt restructuring involving the exchange and repurchase of its 0.25% Convertible Senior Notes due 2026. The company is replacing $161.2 million of existing debt with new 7.5% Convertible Senior Notes due 2028 while simultaneously repurchasing $120.6 million of the 2026 notes for cash.
🚩 Red Flags
- Significant increase in interest rate: Moving from 0.25% to 7.5% coupon significantly increases the company's future interest expense burden.
- Debt maturity extension/restructuring: Indicates a need to manage near-term liquidity or debt obligations.
- Large cash outlay for repurchases: The $108.7M repurchase represents a significant use of cash.
📋 Key Facts
- Entered into an Exchange Agreement on July 31, 2024, to exchange ~$161.2M of 0.25% Convertible Senior Notes (due 2026) for $150M of new 7.5% Convertible Senior Notes (due 2028) and $0.1M in cash.
- Entered into separate repurchase agreements to buy back ~$120.6M of the 2026 Notes for approximately $108.7M in total cash consideration.
- The transactions are expected to settle around August 7-8, 2024.
- Post-transaction, approximately $63.1 million of the original 2026 Notes will remain outstanding.
- Company also released Q2 2024 financial results on August 1, 2024.
BigCommerce Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on May 16, 2024. The meeting included elections for Class I Directors and advisory votes on auditor ratification and executive compensation.
📋 Key Facts
- Annual Meeting of Stockholders held on May 16, 2024.
- Class I Director Brent Bellm was elected with 45,982,225 votes in favor.
- Class I Director Lawrence Bohn was elected with 30,694,795 votes in favor.
- Class I Director Jeff Richards was elected with 33,293,808 votes in favor.
- Ratification of Ernst & Young LLP as independent registered public accounting firm for FY ending Dec 31, 2024 received 56,588,883 votes in favor.
- Advisory vote on executive compensation (Say-on-Pay) passed with 32,001,436 votes in favor.
BigCommerce Holdings, Inc. filed an 8-K to furnish its quarterly earnings press release for the three months ended March 31, 2024.
📋 Key Facts
- Report date: May 9, 2024
- Reporting period: Three months ended March 31, 2024
- The filing includes a press release as Exhibit 99.1 containing financial results and forward-looking statements.
BigCommerce Holdings, Inc. announced the appointment of Travis Hess as President, effective May 28, 2024. Mr. Hess brings extensive leadership experience from Accenture and various commerce agencies.
📋 Key Facts
- Travis Hess appointed as President, effective May 28, 2024.
- Annual base salary set at $460,000 with an 80% target bonus.
- Grant of 360,264 restricted stock units (RSUs) vesting over a four-year period.
- Severance provisions include 12 months of salary/healthcare if terminated without cause within the Change in Control Protection Period; 6 months otherwise.
BigCommerce Holdings, Inc. announced that its Compensation Committee approved performance-based restricted stock unit (RSU) awards for six executives. These awards are tied to three specific metrics: Adjusted EBITDA, Revenue, and Total Stockholder Return (TSR) relative to the Russell 2000 Index.
📋 Key Facts
- Performance period for all awards is January 1, 2024, through December 31, 2026.
- Awards are categorized into three types: Adjusted EBITDA RSUs, Revenue RSUs, and TSR RSUs.
- Vesting for EBITDA and Revenue units is split over a three-year period based on annual performance targets.
- TSR awards vest based on relative performance against the Russell 2000 Index with potential vesting up to 200% of target.
- Executives receiving grants include Brent Bellm, Daniel Lentz, Russell Klein, Brian Dhatt, Chuck Cassidy, and Hubert Ban.
BigCommerce Holdings, Inc. filed an 8-K to announce its financial results for the fiscal quarter and fiscal year ended December 31, 2023.
📋 Key Facts
- Report date: February 22, 2024
- Reporting period: Fiscal quarter and fiscal year ended December 31, 2023
- The filing includes a press release (Exhibit 99.1) containing forward-looking statements.
BigCommerce Holdings, Inc. announced the resignation of its President, Steven Chung, effective February 16, 2024, due to personal and professional relocation reasons. Additionally, the company reported that preliminary Q4 2023 results are expected to exceed previous guidance for revenue and non-GAAP operating income.
🚩 Red Flags
- Departure of a key executive (President) during a period of organizational restructuring.
- Interim leadership arrangement for the President role while a national search is conducted.
📋 Key Facts
- President Steven Chung is stepping down effective February 16, 2024.
- CEO Brent Bellm will serve as interim President until a successor is found.
- The company expects Q4 2023 revenue and non-GAAP operating income to exceed the high ends of ranges provided on November 8, 2023.
- Full year 2023 financial performance is expected to show improved results relative to previously presented ranges.