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Commerce.com, Inc. 8-K Filings

CMRC NASDAQ

Every 8-K that Commerce.com, Inc. (CMRC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CMRC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CMRC filings page.

Rhea-AI Summary

Commerce.com, Inc. reported Q2 2026 revenue of $84.5 million, essentially flat year over year, while GMV reached $8.8 billion, up 14%. Total ARR was $360.5 million, a 2% increase from June 30, 2025, and trailing twelve‑month NRR improved to 95.8%.

The company generated GAAP income from operations of $2.7 million and GAAP net income of $1.1 million, compared with losses a year ago. Non‑GAAP operating income rose to $8.1 million (9.6% margin) and non‑GAAP net income to $6.5 million (8% of revenue). Adjusted EBITDA increased to $9.7 million from $5.7 million, while GAAP gross margin declined to 75% from 79%.

Cash, cash equivalents, restricted cash and marketable securities totaled $157.5 million as of June 30, 2026. Operating cash flow was $5.1 million and free cash flow $0.1 million, down from $13.6 million and $11.9 million, respectively. For Q3 2026, Commerce expects revenue of $82.5–$85.5 million and non‑GAAP operating income of $3.3–$5.3 million, and for full‑year 2026 revenue of $336.5–$344.5 million with non‑GAAP operating income of $28.0–$34.0 million.

Rhea-AI Summary

Commerce.com, Inc. reported the results of its annual stockholder meeting held on May 14, 2026. For the Class III director elections, Donald E. Clarke received 28,873,697 votes for and 15,829,258 votes withheld, while Ellen Siminoff received 30,568,355 votes for and 14,134,600 votes withheld. Each director vote included 15,233,039 broker non-votes.

Stockholders cast 58,871,277 votes for ratifying the appointment of Ernst & Young LLP as independent registered public accounting firm, with 1,022,291 votes against and 42,426 abstentions. In the advisory vote on named executive officer compensation, 41,815,910 votes were for, 2,042,635 against, 844,410 abstaining, and 15,233,039 broker non-votes.

Rhea-AI Summary

Commerce.com, Inc. reported first quarter 2026 revenue of $86.8 million, up 5% from a year ago, driven by subscription and partner services. Annual revenue run-rate reached $359.8 million, up 3%, while Gross Merchandise Volume was $8.3 billion, up 14%.

The company delivered a GAAP net income of $3.7 million versus a net loss in the prior-year period, and non-GAAP net income of $10.4 million, or 12% of revenue. Adjusted EBITDA was $13.8 million, a 15.9% margin. Operating cash flow improved sharply to $18.4 million, producing free cash flow of $14.1 million.

For Q2 2026, Commerce.com expects revenue between $84.5 million and $85.5 million and non-GAAP operating income between $4 million and $5 million. For full-year 2026, it guides to revenue of $347.5 million to $369.5 million and non-GAAP operating income of $34 million to $53 million.

Rhea-AI 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.

Rhea-AI Summary

Commerce.com, Inc. reported modest growth and improving profitability for 2025. Full-year revenue was $342.3 million, up 3% from 2024, while Gross Merchandise Volume reached $31.7 billion, up 12%. Total ARR was $359.1 million, also up 3%, with enterprise ARR of $287.2 million, a 10% increase and now 80% of total ARR.

GAAP net loss for 2025 narrowed to $19.3 million from $27.0 million, and GAAP loss from operations improved to $16.2 million from $41.7 million. Non-GAAP operating income rose to $27.8 million from $19.5 million, and adjusted EBITDA increased to $31.7 million from $23.5 million. Free cash flow was $16.4 million, down from $22.5 million, while cash, cash equivalents, restricted cash, and marketable securities totaled $143.0 million at year-end.

In Q4 2025, revenue was $89.5 million, up 3% year over year. GAAP loss from operations was $6.6 million, and non-GAAP operating income was $7.4 million. Net revenue retention was 95.2%, enterprise accounts grew 13%, but average revenue per enterprise account fell 3%. For 2026, Commerce guides to total revenue between $347.5 million and $369.5 million and non-GAAP operating income between $34 million and $53 million.

Rhea-AI Summary

Commerce.com, Inc. reported that on January 7, 2026 it reaffirmed its financial outlook for the fourth quarter and full year of fiscal 2025, keeping guidance in line with expectations previously shared in November 2025.

The company also approved a workforce realignment plan on December 31, 2025 to better align its cost structure for fiscal 2026. Commerce.com recorded about $7.4 million of related expenses in the fourth quarter of 2025 and estimates an additional $6.5 million in 2026, mainly for severance, professional services, and related costs. The plan is expected to reduce operating cash by roughly $3.4 million in the first quarter of 2026 and $12.2 million over fiscal 2026, and is expected to be substantially completed during fiscal 2026.

The company plans to exclude these charges from its key non-GAAP metrics. It also expanded the role of its Chief Financial Officer, Daniel Lentz, appointing him as Chief Operating Officer effective January 1, 2026, with no change to his current compensation.

Rhea-AI Summary

Commerce.com, Inc. (CMRC) furnished an earnings press release for the three and nine months ended September 30, 2025. The company, formerly known as BigCommerce Holdings, Inc., disclosed results and forward‑looking statements in Exhibit 99.1.

The information was furnished under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act, nor incorporated by reference except as specifically stated.

Rhea-AI Summary

Commerce.com, Inc. reported that Chief Commercial Officer Russell Klein will retire from his role and leave the company effective November 1, 2025, following a mutual agreement reached on October 6, 2025. Under his existing employment offer letter, as amended, and subject to a waiver and general release of claims and compliance with restrictive covenants, Mr. Klein will be eligible to receive severance equal to six months of base salary and six months of the company’s share of healthcare premiums for him and his eligible dependents. Michaela Weber, Senior Vice President, Payments & Global Business Development, will assume primary responsibility for Mr. Klein’s duties.