Hostile bid prompts Commerce.com (NASDAQ: CMRC) rights plan after 47% bid

Rhea-AI Filing Summary

Commerce.com, Inc. adopted a limited-duration stockholder rights plan in response to an unsolicited acquisition proposal from Rezolve Ai PLC that the Board concluded significantly undervalues the company. The Rezolve Ai offer proposed one Rezolve Ai share for every two Commerce.com shares, implying a 47% discount to Commerce.com’s share price based on Rezolve Ai’s $2.88 closing price on April 7, 2026.

Under the Rights Agreement, stockholders of record on April 27, 2026 receive one right for each common share. If any holder reaches 10% ownership, or 20% for a Passive Institutional Investor, without Board approval, each right (other than those of the acquirer) lets holders buy shares valued at twice the $13.00 exercise price, causing heavy dilution to an unapproved acquirer. The plan expires on April 12, 2027 unless earlier redeemed or exchanged.

Insights

Corporate governance analyst

Commerce.com adopts a one-year poison pill to counter a steeply discounted takeover bid.

Commerce.com has implemented a stockholder rights plan after receiving an unsolicited offer from Rezolve Ai that implied a 47% discount to Commerce.com’s share price, based on Rezolve Ai’s $2.88 closing price on April 7, 2026. The Board determined the proposal significantly undervalues the business and declined further engagement.

The plan issues one right per common share as of April 27, 2026, with each right exercisable at $13.00 per one‑thousandth share of Series A Junior Participating Preferred Stock if any shareholder reaches 10% ownership, or 20% for a Passive Institutional Investor, without Board approval. This would let other holders buy stock at terms designed to deliver shares worth twice the exercise price, substantially diluting an unapproved acquirer.

The rights plan is scheduled to expire on April 12, 2027, and the Board can redeem the rights for $0.01 each before anyone becomes an acquiring person. This structure provides negotiating leverage and time around potential transactions while preserving the Board’s ability to redeem the pill if it later supports a deal.

8-K Event Classification

4 items: 1.01, 3.03, 5.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Rights exercise price: $13.00 per 1/1000 preferred share Rezolve Ai reference price: $2.88 per share Implied bid discount: 47% discount +5 more

8 metrics

Rights exercise price $13.00 per 1/1000 preferred share Purchase price for each right under Rights Agreement

Rezolve Ai reference price $2.88 per share Rezolve Ai closing price on April 7, 2026 used to value offer

Implied bid discount 47% discount Discount to Commerce.com share price implied by Rezolve Ai proposal

Trigger threshold standard holder 10% of common stock Ownership level defining an Acquiring Person (non-passive)

Trigger threshold passive investor 20% of common stock Higher ownership cap for Passive Institutional Investor

Rights plan expiration April 12, 2027 Scheduled end date of Commerce.com rights plan

Redemption price per right $0.01 per right Amount Board may pay to redeem rights before trigger

Preferred reserve for rights 500,000 shares Series A Preferred initially reserved for exercise of rights

Key Terms

stockholder rights plan, Acquiring Person, Passive Institutional Investor, Series A Junior Participating Preferred Stock, +2 more

6 terms

stockholder rights plan financial

"announced that its Board of Directors has adopted a limited duration stockholder rights plan"

A stockholder rights plan is a strategy used by a company to protect itself from unwanted takeovers by making it more difficult or expensive for an outside party to acquire a large ownership stake without approval. It often involves granting existing shareholders special rights that activate if someone attempts to buy a significant portion of the company, helping to safeguard the company's interests and giving investors confidence that decisions are made with stability in mind.

Acquiring Person financial

"has acquired, or obtained the right to acquire, beneficial ownership of 10% ... (an “Acquiring Person”)"

Passive Institutional Investor financial

"10% (20% in the case of a Passive Institutional Investor) or more of the Common Stock"

A passive institutional investor is a large organization—like a pension fund, mutual fund, or insurance company—that buys and holds a basket of stocks designed to match a broad market list rather than trying to pick winners. Think of it as setting an autopilot to follow the market instead of steering for short-term gains; their steady, low-turnover ownership can lower trading costs, influence stock prices through large-scale buying or selling, and affect corporate behavior because they typically engage less in active oversight.

Series A Junior Participating Preferred Stock financial

"one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.0001 per share"

A Series A junior participating preferred stock is a specific class of preferred share that gives its holders a priority payment when a company distributes cash (like dividends or sale proceeds) but ranks below any senior preferred shares for those payments; the “participating” feature lets holders also share in leftover proceeds with common shareholders after receiving their preference. For investors this means a mix of downside protection and potential upside—more safety than common stock but less claim than senior preferred, while still allowing extra gains if the company performs well, similar to having a reserved seat that also lets you join the crowd when there’s a bonus.

tender offer or exchange offer financial

"following the commencement of a tender offer or exchange offer the consummation of which would result in a person or group becoming an Acquiring Person"

Schedule 14D-9 regulatory

"the Company will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 13, 2026

Date of Report (date of earliest event reported)

Commerce.com, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-39423		46-2707656
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

11920 Alterra Parkway
D11 / Suite 100
8th Floor
Austin, Texas		78758
(Address of principal executive offices)		(Zip code)

(512) 865-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Series 1 Common Stock, $0.0001 par value per share		CMRC		The Nasdaq Global Market
Series A Junior Participating Preferred Stock, par value $0.001 per share

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth under “Item 3.03 Material Modification to Rights of Security Holders” of this Current Report on Form 8-K with respect to the entry into a Rights Agreement is incorporated into this Item 1.01 by reference.

Item 3.03. Material Modification to Rights of Security Holders.

On April 13, 2026, Commerce.com, Inc. (the “Company”) entered into a Rights Agreement between the Company and Equiniti Trust Company, LLC as Rights Agent (as amended from time to time, the “Rights Agreement”) that was previously approved by the Board of Directors of the Company.

In connection with the Rights Agreement, a dividend was declared of one preferred stock purchase right (individually, a “Right” and collectively, the “Rights”) for each share of Series 1 common stock, par value $0.0001 per share (the “Common Stock”), of the Company outstanding at the close of business on April 27, 2026 (the “Record Date”). Each Right will entitle the registered holder thereof, after the Rights become exercisable and until April 12, 2027 (or the earlier redemption, exchange or termination of the Rights), to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Series A Preferred”), of the Company at a price of $13.00 per one one- thousandth of a share of Series A Preferred (the “Purchase Price”). Until the earlier to occur of (i) the close of

business on the tenth business day following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 10% (20% in the case of a Passive Institutional Investor) or more of the Common Stock (an “Acquiring Person”) or (ii) the close of business on the tenth business day (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated or associated persons becomes an Acquiring Person) following the commencement of a tender offer or exchange offer the consummation of which would result in a person or group becoming an Acquiring Person (the earlier of (i) and (ii) being called the “Distribution Date”), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificates, or, with respect to any uncertificated Common Stock registered in book entry form, by notation in book entry, in either case together with a copy of the Summary of Rights attached as Exhibit C to the Rights Agreement. Under the Rights Agreement, synthetic ownership of Common Stock in the form of derivative securities counts towards the ownership threshold, to the extent actual shares of Common Stock equivalent to the economic exposure created by the derivative security are directly or indirectly beneficially owned by a counterparty to such derivative security.

The Rights Agreement provides that any person who beneficially owned 10% (20% in the case of a Passive Institutional Investor) or more of the Common Stock immediately prior to the first public announcement of the adoption of the Rights Agreement, together with any affiliates and associates of that person (each an “Existing Holder”), shall not be deemed to be an “Acquiring Person” for purposes of the Rights Agreement unless an Existing Holder becomes the beneficial owner of one or more additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Stock in Common Stock or pursuant to a split or subdivision of the outstanding Common Stock) and upon acquiring such additional shares, the Existing Holder beneficially owns 10% (20% in the case of a Passive Institutional Investor) or more of the Common Stock then outstanding or if the Existing Holder exchanges synthetic ownership of Common Stock to another form of beneficial ownership (other than pursuant to the express terms of a written agreement as it existed immediately prior to the first public announcement of the Rights Agreement).

The Rights will be transferred only with the Common Stock until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights). As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date. The Rights will expire on April 12, 2027, subject to the Company’s right to extend such date, unless earlier redeemed or exchanged by the Company or terminated.

Each share of Series A Preferred purchasable upon exercise of the Rights will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share or, if greater, an aggregate dividend of 1,000 times the dividend, if any, declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred will be entitled to a minimum preferential liquidation payment

of $1,000 per share (plus any accrued but unpaid dividends), provided that such holders of the Series A Preferred will be entitled to an aggregate payment of 1,000 times the payment made per share of Common Stock. Each share of Series A Preferred will have 1,000 votes and will vote together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of the Common Stock are exchanged, each share of Series A Preferred will be entitled to receive 1,000 times the amount received per share of Common Stock. The Series A Preferred will not be redeemable. The Rights are protected by customary anti-dilution provisions. Because of the nature of the Series A Preferred’s dividend and liquidation rights, the value of one one-thousandth of a share of Series A Preferred purchasable upon exercise of each Right should approximate the value of one share of Common Stock.

The Purchase Price payable, and the number of one one-thousandth of a share of Series A Preferred or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Series A Preferred, (ii) upon the grant to holders of the Series A Preferred of certain rights or warrants to subscribe for or purchase Series A Preferred or convertible securities at less than the current market price of the Series A Preferred or (iii) upon the distribution to holders of the Series A Preferred of evidences of indebtedness, cash, securities or assets (excluding regular periodic cash dividends at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividend, or dividends payable in shares of Series A Preferred (which dividends will be subject to the adjustment described in clause (i) above)) or of subscription rights or warrants (other than those referred to above).

In the event that a person becomes an Acquiring Person or if the Company were the surviving corporation in a merger with an Acquiring Person or any affiliate or associate of an Acquiring Person and shares of the Common Stock were not changed or exchanged in such merger, each holder of a Right, other than Rights that are or were acquired or beneficially owned by the Acquiring Person (which Rights will thereafter be void), will thereafter have the right to receive upon exercise that number of shares of Common Stock having a market value of two times the then current Purchase Price of one Right. In the event that, after a person has become an Acquiring Person, the Company were acquired in a merger or other business combination transaction or more than 50% of its assets or earning power were sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the then current Purchase Price of one Right.

At any time after a person becomes an Acquiring Person and prior to the earlier of one of the events described in the last sentence of the previous paragraph or the acquisition by such Acquiring Person of 50% or more of the then outstanding Common Stock, the Board of Directors may cause the Company to exchange the Rights (other than Rights owned by an Acquiring Person which have become void), in whole or in part, for shares of Common Stock at an exchange rate of one share of Common Stock per Right (subject to adjustment).

No adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Series A Preferred or Common Stock will be issued (other than fractions of Series A Preferred which are integral multiples of one one-thousandth of a share of Series A Preferred, which may, at the election of the Company, be evidenced by depository receipts), and in lieu thereof, a payment in cash will be made based on the market price of the Series A Preferred or Common Stock on the last trading date prior to the date of exercise.

The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (the “Redemption Price”) by the Board of Directors at any time prior to the time that an Acquiring Person has become such. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company beyond those as an existing stockholder, including, without limitation, the right to vote or to receive dividends.

Any of the provisions of the Rights Agreement may be amended by the Board of Directors of the Company, or a duly authorized committee thereof, for so long as the Rights are then redeemable, and after the Rights are no longer redeemable, the Company may amend or supplement the Rights Agreement in any manner that does not adversely affect the interests of the holders of the Rights (other than an Acquiring Person or any affiliate or associate of an Acquiring Person).

One Right will be distributed to stockholders of the Company for each share of Common Stock owned of record by them on April 27, 2026. As long as the Rights are attached to the Common Stock, the Company will issue one Right with each new share of Common Stock so that all such shares will have attached Rights. The Company has agreed that, from and after the Distribution Date, the Company will reserve 500,000 shares of Series A Preferred initially for issuance upon exercise of the Rights.

The Rights are designed to assure that all of the Company’s stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, open market accumulations and other abusive or coercive tactics to gain control of the Company without paying all stockholders a control premium. The Rights will cause substantial dilution to a person or group that acquires 10% (20% in the case of a Passive Institutional Investor) or more of the Common Stock on terms not approved by the Company’s Board of Directors. The Rights should not interfere with any merger or other business combination approved by the Board of Directors at any time prior to the first date that a person or group has become an Acquiring Person.

The Certificate of Designations establishing the terms of the Series A Preferred, the Rights Agreement specifying the terms of the Rights and the text of the press release announcing the declaration of the Rights are incorporated herein by reference as exhibits to this Current Report. The foregoing summary of the Rights Agreement is qualified in its entirety by reference to such exhibits.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

To the extent applicable, the information set forth under “Item 3.03 Material Modification to Rights of Security Holders” of this Current Report on Form 8-K with respect to the Certificate of Designations and Series A Junior Participating Preferred Stock is incorporated into this Item 5.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibits.
3.1		Certificate of Designations of Series A Junior Participating Preferred Stock of Commerce.com, Inc., filed with the Secretary of State of the State of Delaware on April 14, 2026.
4.1		Rights Agreement, dated as of April 13, 2026, between Commerce.com, Inc. and Equiniti Trust Company, LLC, which includes the Form of Certificate of Designations of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C.
99.1		Press Release of Commerce.com, Inc., dated April 14, 2026.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Commerce.com, Inc.
Date: April 14, 2026						/s/ Travis Hess
						Travis Hess Chief Executive Officer

Exhibit 99.1

Commerce.com Adopts Limited Duration Stockholder Rights Plan

AUSTIN, Texas – April 14, 2026 – Commerce.com, Inc. (the “Company”) (Nasdaq: CMRC) (formerly BigCommerce Holdings, Inc.), a provider of an open, intelligent ecosystem of technology solutions that empower businesses to unlock data potential and deliver seamless, personalized experiences at scale, today announced that its Board of Directors (the “Board”) has adopted a limited duration stockholder rights plan (the “Rights Plan”). The Rights Plan is effective immediately and is scheduled to expire on April 12, 2027.

The Board adopted the Rights Plan in response to the unsolicited acquisition proposal made by Rezolve Ai PLC (NASDAQ: RZLV) on April 8, 2026 under which Rezolve Ai proposed to acquire all of the outstanding common shares of Commerce.com by exchanging one Rezolve Ai share for every two shares of Commerce.com, implying a 47% discount to the current Commerce.com share price, based on Rezolve Ai’s closing price of $2.88 on April 7, 2026. The Board, consistent with its fiduciary duties, carefully reviewed the unsolicited acquisition proposal and determined this proposal significantly undervalues the Company, is not attractive to Commerce.com stockholders, and does not warrant further engagement.

“The Board is committed to maximizing long-term value and acting in the best interests of all Commerce.com stockholders,” said Ellen Siminoff, Executive Chair of the Commerce Board of Directors. “The Rights Plan is intended to protect stockholder interests and ensure fair and equitable treatment, while providing the Board with the time and flexibility to thoroughly evaluate any transaction proposals in a deliberate and informed manner.”

Under the Rights Plan, one preferred stock purchase right will be distributed for each share of Commerce.com common stock held by stockholders of record on April 27, 2026. Under certain circumstances, each right will entitle stockholders to buy one one-thousandth of a share of newly created Series A Junior Participating Preferred Stock of the Company at an exercise price of $13.00. The Board will be entitled to redeem the rights at $0.01 per right at any time before a person or group has acquired 10% (20% in the case of a Passive Institutional Investor) or more of the outstanding common stock. The rights will expire on April 12, 2027, subject to the Company’s right to extend such date, unless earlier redeemed or exchanged by the Company or terminated.

Subject to limited exceptions, if a person or group acquires 10% (20% in the case of a Passive Institutional Investor) or more of the Company’s common stock (including shares deemed beneficially owned pursuant to derivative transactions or ownership of derivative securities), or announces a tender or exchange offer that, if consummated, would result in such ownership (each, an “acquiring person”), each right will entitle its holder to purchase, at the right’s then-current exercise price, a number of shares of common stock having a market value at that time of twice the right’s exercise price. Rights held by the acquiring person will become void and will not be exercisable. If the Company is acquired in a merger or other business combination transaction that has not been approved by the Board after the rights become exercisable, each right will entitle its holder to purchase, at the right’s then-current exercise price, a number of shares of the acquiring company’s common stock having a market value at that time of twice the right’s exercise price.

The dividend distribution to establish the new Rights Plan will be payable to stockholders of record on April 27, 2026. The rights distribution is not taxable to stockholders.

Further details about the Rights Plan will be contained in a Form 8-K to be filed by the Company with the Securities and Exchange Commission.

About Commerce

Commerce (Nasdaq: CMRC) empowers businesses to innovate, grow, and thrive by providing an open, AI-driven commerce ecosystem. As the parent company of BigCommerce, Feedonomics, and Makeswift, Commerce connects the tools and systems that power growth, enabling businesses to unlock the full potential of their data, deliver seamless and personalized experiences across every channel, and adapt swiftly to an ever-changing market. Trusted by leading businesses like Coldwater Creek, Cole Haan, Dell, Harvey Nichols, King Arthur Baking Co., Mizuno, Pacsun, Perry Ellis, Skechers, SportsShoes and Uplift Desk, Commerce delivers the storefront control, optimized data, and AI-ready tools businesses need to grow, serve diverse buyers, and operate with confidence in an increasingly intelligent, multi-surface world. For more information, visit commerce.com or follow us on X and LinkedIn.

Important Information for Investors and Stockholders

This press release does not constitute an offer to buy or solicitation of an offer to sell any securities. If a tender offer or exchange offer is commenced, the Company will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. Any solicitation/recommendation statement filed by the Company that is required to be mailed to stockholders will be mailed to stockholders. THE COMPANY’S INVESTORS AND STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of the solicitation/recommendation statement on Schedule 14D-9 (when available), any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s website, https://investors.commerce.com, or by contacting InvestorRelations@commerce.com as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “strategy, “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our fiscal 2026 financial outlook, our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others, the anticipated benefits and opportunities related to our 2025 realignment may not be realized or may take longer to realize than expected, our ability to pay the interest and principal on our indebtedness depends upon cash flows generated by our operating performance, our business would be harmed by any decline in new customers, renewals or upgrades, our limited operating history makes it difficult to evaluate our prospects and future results of operations, we operate in competitive markets, we may not be able to sustain our revenue growth rate in the future, our business would be harmed by any significant interruptions, delays or outages in services from our platform or certain social media platforms, and a cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks could negatively affect our business. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025 and the future quarterly and current reports that we file with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to Commerce.com, Inc. at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Commerce.com, Inc. assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

Media Relations Contacts

Brad Hem

PR@commerce.com

Andrew Siegel / Sophie Throsby / Melissa Johnson

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Investor Relations Contact

Tyler Duncan

InvestorRelations@commerce.com

FAQ

Why did Commerce.com (CMRC) adopt a stockholder rights plan?

Commerce.com adopted a limited-duration stockholder rights plan after rejecting an unsolicited Rezolve Ai proposal the Board deemed significantly undervalued the company. The plan is intended to protect stockholders and give the Board time to review any future transaction proposals carefully.

What were the terms of Rezolve Ai’s unsolicited proposal for Commerce.com (CMRC)?

Rezolve Ai proposed acquiring all outstanding Commerce.com shares by exchanging one Rezolve Ai share for every two Commerce.com shares. Based on Rezolve Ai’s $2.88 closing price on April 7, 2026, the proposal implied a 47% discount to Commerce.com’s share price.

How does the Commerce.com (CMRC) rights plan work for existing stockholders?

Stockholders of record on April 27, 2026 receive one preferred stock purchase right per common share. Under certain conditions, each right lets holders buy one one-thousandth of a Series A Junior Participating Preferred share at a $13.00 exercise price, creating dilution for an unapproved acquirer.

When do the Commerce.com (CMRC) rights become exercisable and when do they expire?

The rights become exercisable if a person or group acquires at least 10% of Commerce.com’s common stock, or 20% for a Passive Institutional Investor, without Board approval. The rights plan is effective immediately and is scheduled to expire on April 12, 2027, unless redeemed or exchanged earlier.

What ownership thresholds trigger Commerce.com’s (CMRC) rights plan protections?

The plan generally triggers if any person or group becomes an acquiring person by reaching 10% beneficial ownership of Commerce.com common stock, or 20% for a Passive Institutional Investor. Certain derivative-based synthetic ownership also counts toward these thresholds under the Rights Agreement.

Can Commerce.com (CMRC) redeem or amend the stockholder rights plan?

Commerce.com’s Board may redeem all rights for $0.01 per right at any time before someone becomes an acquiring person. The Board can also amend the Rights Agreement, subject to conditions intended to protect existing rightsholders while the rights remain outstanding.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 13.1 KB

Other Documents

• EX-3.1 EX-3.1 29.1 KB
• EX-4.1 EX-4.1 269.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.9 KB