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What changed in Commerce.com, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Commerce.com, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+361 added−351 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-27)

Top changes in Commerce.com, Inc.'s 2025 10-K

361 paragraphs added · 351 removed · 232 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur platform serves customers across a wide variety of sizes, industries, and product categories seeking to differentiate themselves in-market with more tailored commerce experiences. We serve customers that represent an array of B2C and B2B retail sectors, including fashion and apparel, home and garden, sports and outdoors, food and beverage, jewelry, health and beauty, automotive, industrial, manufacturing, and more.
Biggest changeWe serve customers across a broad range of B2C and B2B retail and wholesale sectors, including fashion and apparel, home and garden, sports and outdoors, food and beverage, jewelry, health and beauty, automotive, industrial, manufacturing, and more. Customers transact across multiple channels, including online stores, marketplaces, social commerce platforms, physical locations, and emerging AI-powered discovery and transactional interfaces.
The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Other information Our internet website is www.bigcommerce.com.
The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Other information Our internet website is www.commerce.com.
See the section titled “Risk Factors—Risks related to our business and industry—Evolving global internet laws, regulations and standards, privacy and security regulations, cross-border data transfer restrictions, and data localization requirements, may limit the use and adoption of our services, expose us to liability, or otherwise adversely affect our business.” Legal proceedings From time to time, we may be subject to legal proceedings and claims in the ordinary course of business.
See the section titled “Risk Factors—Risks related to our business and industry—Evolving global internet laws, regulations and standards, privacy and security regulations, cross-border data transfer restrictions, and data localization requirements, may limit the use and adoption of our services, expose us to liability, or otherwise adversely affect our business.” 5 Table of Contents Legal proceedings From time to time, we may be subject to legal proceedings and claims in the ordinary course of business.
We categorize markets based on annual revenue, specifically: SB typically range from $0.5 million to $5.0 million and any business with annual revenue greater than $5.0 million are included within either of our B2B or B2C customer base. One individual customer represented more than 5 percent of our total revenue for the year ended December 31, 2024.
We categorize markets based on annual revenue, specifically: SB typically range from $0.5 million to $5.0 million and any business with annual revenue greater than $5.0 million are included within either of our B2B or B2C customer base. One individual customer represented more than 10 percent of our total revenue for the year ended December 31, 2025.
In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 6 Table of Contents Investors and others should note that we announce material financial information to our investors using our investor relations website (investors.bigcommerce.com), SEC filings, press releases, public conference calls and webcasts.
In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Investors and others should note that we announce material financial information to our investors using our investor relations website (investors.commerce.com), SEC filings, press releases, public conference calls and webcasts.
Our APAC presence has experienced a 7 percent revenue growth for the years ended December 31, 2024 and 2023. Our platform continues to enable customers to self-serve globally, including in regions in which we may lack a local business presence, such as parts of Latin America, Africa, and the Middle East.
EMEA has experienced revenue growth of 12 percent and 10 percent for the years ended December 31, 2025 and 2024, respectively. Our platform continues to enable customers to self-serve globally, including in regions in which we may lack a local business presence, such as parts of Latin America, Africa, and the Middle East.
Our platform is built using best-of-breed open source technologies, deployed across geographically-distributed data centers. Our platform is subject to a rigorous set of security standards designed to ensure the security of customer data. Our customers We serve customers across a range of sizes, geographies, and lines of business including B2C, B2B, and SBs.
Our platform is subject to a rigorous set of security standards designed to ensure the security of customer data. Our customers We serve customers across a range of sizes, geographies, and lines of business including B2C, B2B, and SBs.
Employees and human capital resources As of December 31, 2024, we had 1,161 full-time employees, including 351 in cost of sales, 331 in research and development, 291 in sales and marketing and 188 in general and administrative. Of these employees, 785 are in the United States and 376 are in our international locations.
Employees and human capital resources As of December 31, 2025, we had 1,079 full-time employees, including 294 in cost of sales, 270 in research and development, 277 in sales and marketing and 238 in general and administrative. Of these employees, 720 are in the United States and 359 are in our international locations.
We have organized our product and service solutions into the following core offerings designed to best serve our customer base: • Business-to-consumer ("B2C") • Business-to-business ("B2B") • Small businesses ("SB") Our B2C audience includes branded manufacturers, multi-brand online retailers, and store-based retailers.
Our products are used by organizations ranging from small businesses to large enterprises, and customers may adopt additional functionality as their commerce operations expand. We have organized our product and service solutions into the following core offerings designed to best serve our customer base. Our Business-to-consumer ("B2C") audience includes branded manufacturers, multi-brand online retailers, and store-based retailers.
To facilitate attraction and retention, we strive to make BigCommerce a diverse, inclusive, and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation and benefits programs.
To facilitate attraction and retention, we strive to make Commerce a diverse, inclusive, and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation and benefits programs. None of our employees are represented by a labor union or covered by collective bargaining agreements, and we have not experienced any work stoppages.
We have been issued federal registrations for trademarks, including “BigCommerce,” related stylized marks, and “Make It Big” and have multiple pending trademark applications. We hold domestic and international domain names that include “BigCommerce” and similar variations.
We have been issued federal registrations for trademarks, including “BigCommerce” and related stylized marks, "Feedonomics", and "Makeswift" and have multiple pending trademark applications in the United States and other jurisdictions. We hold domain names that include "Commerce", "BigCommerce", "Feedonomics", "Makeswift" and similar variations.
For the administrative control panel used by our customers to create and manage their stores, we currently allow our customers to select among a range of languages, including English, Chinese, French, Spanish, Italian, and Ukrainian. A component of our growth strategy involves the further expansion of our operations and customer base internationally. We maintain our headquarters in Austin, Texas.
International presence We serve customers worldwide. Our platform enables businesses to create stores in the consumer-facing language and currency of their choice. For the administrative control panel used by our customers to create and manage their stores, we currently allow our customers to select among a range of languages, including English, Chinese, French, Spanish, Italian, and Ukrainian.
This mission inspires our employees, who join BigCommerce to accomplish great things for our customers, partners and each other. We, in turn, commit to helping our employees thrive in an environment that is fun, fast-paced, and challenging. Facilities Our worldwide corporate headquarters is located in Austin, Texas.
Our mission is to empower businesses to innovate, grow, and thrive by providing an open, AI-driven commerce ecosystem. This mission inspires our employees, who join Commerce to accomplish great things for our customers, partners and each other. We, in turn, foster an open, intelligent ecosystem that empowers our employees to thrive in a fast-paced, challenging, and engaging environment.
B2B sellers are embracing digital transformation in pursuit of both efficiency and sales effectiveness, in response to business buyers whose user experience expectations have been reshaped by B2C shopping. 4 Table of Contents Technology, infrastructure and operations We have designed our platform with enterprise-grade security, reliability, and scalability as top priorities.
Historically, B2B ecommerce adoption has lagged that of B2C, but that is changing. B2B sellers are embracing digital transformation in pursuit of both efficiency and sales effectiveness, in response to business buyers whose user experience expectations have been reshaped by B2C shopping.
For example, we occasionally cannot be certain which laws will be deemed applicable to us given the global nature of our business. This ambiguity includes topics such as data privacy and security, pricing, advertising, taxation, content regulation, and intellectual property ownership and infringement.
This ambiguity includes topics such as data privacy and security, pricing, advertising, taxation, content regulation, and intellectual property ownership and infringement.
Approximately 70 percent of our employees are located in the United States, as of December 31, 2024. We were originally founded in Sydney, Australia. EMEA has experienced revenue growth of 10 percent and 25 percent for the years ended December 31, 2024 and 2023, respectively.
A component of our growth strategy involves the efficient distribution of our operations and customer base internationally. We maintain our headquarters in Austin, Texas. Approximately 70 percent of our employees are located in the United States, as of December 31, 2025. We were originally founded in Sydney, Australia.
However, neither historical seasonal patterns nor historical patterns of product introductions should be considered reliable indicators of our future pattern of product introductions, future revenue or financial performance. Regulatory considerations The legal environment of internet-based businesses, both in the United States and internationally, is evolving rapidly and is often unclear.
Additionally, new product introductions can significantly impact revenue, product costs and operating expenses. However, neither historical seasonal patterns nor historical patterns of product introductions should be considered reliable indicators of our future pattern of product introductions, future revenue or financial performance.
We have a local presence in a number of key markets, including the Netherlands, France, Italy, Germany, Spain and Mexico, the Nordic region, Austria, and Switzerland. Competition Our industry is highly competitive and we compete on the principal competitive factors in our market.
However, we maintain legal entities and personnel in a number of key markets, including Australia, Europe, Asia, and North America. Competition 4 Table of Contents Our industry is highly competitive and we compete on the principal competitive factors in our market.
Together our values and caring culture create an atmosphere that enables us to successfully recruit and retain talented and passionate team members. Our team members are our “secret sauce.” Their dedication, talent, and spirit create a virtuous cycle of service, product excellence, and customer satisfaction.
Culture and values Our culture is built on our corporate values: Stronger Together, Own It To Win It, Keep It Real, Always, and Customer Compass. Together our values and caring culture create an atmosphere that enables us to successfully recruit and retain talented and passionate team members.
Industry trends Online shopping behaviors are evolving as ecommerce adoption is growing around the world. This puts tremendous pressure on businesses to pursue digital transformation with technology that innovates as fast as the market. Consumers are rapidly changing how they shop across online and offline channels.
This puts tremendous pressure on businesses to pursue digital transformation with technology that can innovate at the pace of the market. Consumers are rapidly changing how they discover, evaluate, and purchase products across online and offline channels, requiring businesses to address a broad and expanding set of touch points that influence what and where shoppers buy.
Item 1. Bu siness. Overview BigCommerce Holdings Inc. ("BigCommerce," the "Company," "us," "we", or "our") provides professional-grade commerce solutions that give businesses the power and agility to build for today with an eye toward tomorrow.
Item 1. Bu siness. Overview Commerce.com, Inc. ("Commerce," the "Company," "us," "we", or "our") provides an open, intelligent ecosystem of technology solutions that empower businesses to unlock data potential and deliver seamless, personalized experiences at scale.
We have frequently won “best places to work” public recognition across our largest work centers of Austin, Texas; Sydney, Australia; and London, United Kingdom. Our mission is to power global ecommerce success by delivering the industry’s best and most versatile multi-tenant SaaS platform.
Our team members are our “secret sauce.” Their dedication, talent, and spirit create a virtuous cycle of service, product excellence, and customer satisfaction. We have frequently won “best places to work” public recognition across our largest work centers of Austin, Texas; Sydney, Australia; and London, United Kingdom.
Seasonality We have historically experienced higher revenue in our fourth quarter compared to other quarters in our fiscal year due in part to seasonal holiday demand. Additionally, new product introductions can significantly impact revenue, product costs and operating expenses.
We believe our current facilities are suitable for the composition of our staff. Further we believe that additional space is available as needed to accommodate any expansion of our operations. Seasonality We have historically experienced higher revenue in our fourth quarter compared to other quarters in our fiscal year due in part to seasonal holiday demand.
Our commitment to composable commerce is reinforced by our open API architecture, enabling customers to leverage best-of-breed technologies and emerging innovations, such as AI, within a flexible, business-friendly framework. We believe our sophisticated functionality and composable SaaS platform make ecommerce success at scale more economically and operationally achievable than the competition.
We view composable commerce as both inherent and integral to our product portfolio. Our commitment to composable commerce is reinforced by our open API architecture, which enables customers to integrate best-of-breed technologies and emerging innovations, including AI-enabled capabilities, within a flexible and extensible framework. Our platform is built on an API-first, multi-tenant architecture that supports both traditional and headless deployments.
We strategically partner with, rather than compete against, the leading providers in adjacent categories, including payments, shipping, point of sale (“POS”), content management systems (“CMS”), customer relationship management (“CRM”), enterprise resource planning (“ERP”), and omnichannel. Our partner-centric strategy stands in contrast to our largest competitors, which operate complex software stacks that compete across categories.
We believe we possess one of the deepest and broadest ecosystems of integrated technology solutions in the ecommerce industry. We strategically partner with, rather than compete against, the leading providers in adjacent categories, including payments, shipping, point of sale (“POS”), CMS, CRM, ERP, and omnichannel.
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Our team of brands - BigCommerce, Feedonomics, and Makeswift - work together to empower our customers with flexible commerce capabilities, powerfully connected data, and engaging digital experiences designed to optimize growth. BigCommerce is our flagship commerce platform and services business. Feedonomics is our AI-based product feed management platform. Makeswift is our brand and commerce site builder and visual editor.
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Our platform supports a range of business models, including business-to-consumer ("B2C"), business-to-business ("B2B"), and small businesses ("SB") use cases, and is designed to provide the infrastructure necessary to operate online storefronts, manage catalogs and orders, distribute product data, and develop digital content across multiple channels. On July 31, 2025, BigCommerce Holdings, Inc. changed its corporate name to Commerce.com, Inc.
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As businesses scale, they develop unique and complex needs. When businesses outgrow systems built with minimum functionality for basic needs, they turn to BigCommerce for a long-term solution that has the capabilities to help them thrive in the future. We provide our customers with the flexibility to combine the right tools for the right job with a seamless front-and-back-end experience.
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In connection with the corporate name change, the Company's ticker symbol on the Nasdaq Global Market changed from "BIGC" to "CMRC." The name change reflects the Company's evolution into a multi-product commerce technology provider and its role as the parent entity for the BigCommerce, Feedonomics, and Makeswift product lines.
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Our industry-leading team of experts partners with our customers to provide the speed and agility needed to grow on their own terms. We strive to provide the best software-as-a-service (“SaaS”) ecommerce platform for forward-thinking brands and retailers at all stages of ecommerce growth.
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The Company's unified product portfolio includes: • BigCommerce, our flexible, enterprise-grade software-as-a-service (“SaaS”) ecommerce platform built for performance and extensibility.
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Our customers sell across channels from online and offline stores to social media platforms to digital marketplaces and countless combinations, connecting with consumers around the world.
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With an open, API-first architecture, BigCommerce enables seamless integration with best-of-breed technologies, supporting both traditional and headless deployments while reducing complexity and total cost of ownership. • Feedonomics, our product data management and syndication platform that transforms product information into a strategic growth engine.
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We serve this category of business with a platform offering enterprise-grade functionality, openness, and performance capabilities, allowing B2Cs the flexibility to modernize and customize at a lower total cost of ownership (“TCO”) than competitors. Our powerful storefront speed, open partner ecosystem, multi-brand/international capabilities, and robust security make BigCommerce an ideal fit for this group.
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It empowers merchants to structure, optimize, and distribute product data across marketplaces, advertising channels, search engines, social platforms, and emerging AI-driven discovery surfaces—while supporting order synchronization and workflow automation to streamline operations. • Makeswift, our visual site-building that enables teams to create and manage digital experiences with speed and control.
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We cater to a range of B2B businesses, including manufacturers, distributors, wholesalers, professional services, and hybrid B2B/B2C sellers. We support this group with a platform offering anchored on improved operational efficiency and customer experience through digital transformation.
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Its intuitive visual interface accelerates page creation, campaign launches, and content updates - bridging marketing agility with technical flexibility. Together, these offerings support customers at different stages of digital commerce maturity and enable them to adopt additional capabilities as their operations expand and become more complex.
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With its advanced B2B functionality and flexibility, BigCommerce is equipped to serve complex B2B use cases, whether businesses are new to online selling, seeking to scale, or looking to expand into new markets and channels. Small businesses using BigCommerce are growth-oriented B2C and B2B businesses typically ranging from $0.5 million to $5.0 million in total annual revenue.
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These customers typically use our platform to support multi-channel selling, storefront customization, and international expansion, and often integrate third-party tools across marketing, payments, content management, and fulfillment. Our Business-to-business ("B2B") customers include manufacturers, distributors, wholesalers, professional services, and hybrid B2B/B2C sellers.
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We serve the SB market by providing commerce capabilities that meet their changing needs and increasingly complex use cases as they grow and scale up-market. We serve these lines of business with professional-grade commerce solutions, high-touch experiences and seamless integration, providing dependable, customizable, and scalable tools that drive growth and enable business agility.
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These customers utilize capabilities such as customer-specific pricing, quoting tools, account hierarchies, and procurement work to digitize traditional sales processes and support complex buying relationships. Small businesses ("SB") are typically growth-oriented B2C and B2B merchants who rely on our platform for foundational commerce capabilities and may adopt expanded functionality as their operations become more complex.
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With a synergistic combination of flexible platform capabilities, powerfully connected data, and visually captivating customer experiences, our BigCommerce, Feedonomics, and Makeswift technologies work together to help businesses transform commerce operations, elevate customer experiences, and optimize revenue across all channels.
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We serve these lines of business with an open, intelligent ecosystem of technology solutions supported by high-touch experiences and seamless integration, providing dependable, customizable, and scalable tools designed to support business agility. Our BigCommerce, Feedonomics, and Makeswift technologies work together to enable merchants to centralize data, deliver differentiated commerce experiences, and operate across an increasingly fragmented set of digital channels.
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Our mission is to empower businesses to sell more everywhere with our portfolio of brands: • BigCommerce’s flexible, enterprise-grade SaaS ecommerce platform offers an open application programming interface ("API") architecture that allows users to integrate with their chosen tools for a best-of-breed technology stack, enabling them to transform operations and create differentiated online experiences. • Feedonomics syndicates product data feeds to hundreds of digital channels, including many of today’s foremost advertising and marketplace channels, such as Alphabet, Amazon, Meta, Walmart, Target and more.
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This design enables customers to integrate third-party systems across payments, shipping and logistics, enterprise resource planning (“ERP”), customer relationship management (“CRM”), content management systems (“CMS”), and search and personalization technologies. We support composable commerce implementations through platform-wide APIs and Catalyst, our storefront framework.
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With real-time inventory and order syncing, Feedonomics technology enables businesses to harmonize, optimize, and connect product data across all channels, everywhere their customers shop. 3 Table of Contents • Makeswift helps teams build and manage websites using a visual-first, composable stack.
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Catalyst provides a reference architecture built on modern development frameworks and integrates with Makeswift for visual content 3 Table of Contents management. The framework is intended to reduce development time and provide a standardized foundation for partners and customers adopting composable and headless approaches. Our partner ecosystem is also central to our business strategy.
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With its intuitive visual design tools, technical and non-technical users can quickly and easily craft more engaging digital experiences and go to market faster. We view composable commerce as both inherent and integral to our portfolio of commerce products.
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This partner-centric approach contrasts with competitors that operate closed or vertically integrated software stacks and allows us to focus our research and development investments in our core commerce capabilities, data orchestration, and platform extensibility.
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We lower the financial and operating cost of ecommerce by providing world-class technology as a service, including product, hosting, security, bug fixing, and continuous innovation. We believe no other SaaS platform offers comparable enterprise functionality and flexibility at our price point—an advantage increasingly recognized by the most respected technology analysts.
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We plan to continue to invest in our core product offerings—BigCommerce, Feedonomics, and Makeswift—while expanding integrations with third-party providers and supporting emerging use cases associated with data-driven, AI-enabled, and agentic commerce. Our strategy prioritizes durable revenue growth through improved customer retention, increased product adoption, and product expansion among our existing customer base.
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Our platform-wide APIs have also resulted in BigCommerce becoming a MACH Alliance ecommerce platform vendor. MACH is a non-profit industry body advocating for open and best-of-breed enterprise technology ecosystems, setting industry standards for modern technology. The prerequisites for this standard include being: microservices-based, API-first, cloud-native SaaS, and headless, the practice of decoupling the front-end external-facing website from the back-end technology.
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We continue to evaluate and refine our pricing, packaging, and monetization models to better align value delivered with value captured across our portfolio of products. We are focused on serving customers and industries where our open, composable, and AI-enabled platform provides differentiated value.
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Catalyst, our modern storefront framework, simplifies composable commerce with its pre-integrated front-end and intuitive visual editor, Makeswift. Built with both marketers and developers in mind, Catalyst enables teams to quickly create and optimize storefronts with newfound freedom and speed while minimizing technical debt.
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We intend to position our platform as the foundation for AI-native and agent-driven commerce experiences while maintaining a focus on operating efficiency, scalability, and disciplined capital allocation. Industry trends Online shopping behaviors continue to evolve as ecommerce adoption is growing around the world.
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With Catalyst, BigCommerce customers can: • Launch a fully optimized storefront in just one click, streamline workflows, and go to market faster; • Build, preview, and publish pages without depending on developers; • Seamlessly integrate with BigCommerce’s APIs and composable ecosystem; and • Access BigCommerce’s core capabilities and industry-leading functionality.
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These touch points increasingly include content sites (information and influencers), social networks, search engines, marketplaces, and artificial intelligence-powered interfaces, in addition to merchants' own branded sites. Buyers are increasingly starting their journey in agentic surfaces, not on a brand's site.
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Catalyst provides an exceptional experience out of the box, serving as a simplified starting point for BigCommerce customers, ecommerce developers, and agency partners to easily and quickly build online stores using a composable architecture.
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While consumer brands historically relied on retail distribution for their products, ecommerce has enabled a new model of direct-to-consumer, vertically-integrated digitally native brands. In parallel, advancements in AI are influencing how merchants create and manage content, personalize experiences, optimize pricing and promotions, and streamline operations, further raising expectations for speed, relevance, and convenience.
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Catalyst accelerates development without sacrificing quality, with fully customizable storefront components and a streamlined GraphQL API client optimized for the latest version of Next.js and React Server Components. Catalyst’s flexible, modern framework offers near limitless possibilities to build a best-in-class technology stack.
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Technology, infrastructure and operations We have designed our platform to deliver enterprise-grade security, reliability, and scale, with an open, intelligent foundation that supports the continued incorporation of AI-driven capabilities. Our platform is built using best-of-breed open source technologies, deployed across geographically-distributed data centers.
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BigCommerce customers can leverage pre-built integrations to save time, streamline connections with industry-leading vendors, and optimize strategies with new hosting, search, and content management solutions. Catalyst also allows for rapid innovation by enabling front-end changes without altering the back-end.
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Facilities Our worldwide corporate headquarters is located in Austin, Texas. In January 2025, the Company entered into a sublease agreement for approximately six years to relocate its Austin headquarters. We also have office locations across the United States and globally, including London, England; Atlanta, Georgia; and Sydney, Australia.
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Since launching Catalyst functionality in late 2024, our product team continues to optimize this technology with new offerings to broaden our total addressable market in 2025 and beyond. Our vast partner ecosystem is also central to our business strategy. We believe we possess one of the deepest and broadest ecosystems of integrated technology solutions in the ecommerce industry.
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Regulatory considerations The legal environment of internet-based businesses, both in the United States and internationally, is evolving rapidly and is often unclear. For example, we occasionally cannot be certain which laws will be deemed applicable to us given the global nature of our business.
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We focus our research and development investments in our core product with an emphasis on composability, empowering our customers to grow and scale on their terms. We plan to continue to invest in our strategic offerings of B2B, B2C, and SB, as well as building new partnerships and continuing to develop our portfolio of professional-grade commerce solutions for forward-focused businesses.
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Businesses must address the breadth of touch points influencing what and where shoppers buy, including content sites (information and influencers), social networks, search engines, marketplaces, and of course, their own branded sites. While consumer brands historically relied on retail distribution for their products, ecommerce enables a new model of direct-to-consumer, vertically-integrated digitally native brands.
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Historically, B2B ecommerce adoption has lagged that of B2C, but that is changing.
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International presence We serve customers in more than 150 countries. Our platform enables businesses to create stores in the consumer-facing language and currency of their choice.
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None of our employees are represented by a labor union or covered by collective bargaining agreements, and we have not experienced any work stoppages. 5 Table of Contents Culture and values Our culture is built on our corporate values: Customers First, Team on a Mission, Think Big, Act with Integrity, and Make a Difference Every Day.
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In September 2024, the Company executed the early lease termination clause for our corporate headquarters in Austin, Texas which will end our lease in October 2025. In January 2025, we executed a sublease agreement in Austin, Texas that will be our corporate headquarters.
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We also have office locations across the United States and globally, including San Francisco, California; Atlanta, Georgia; and Sydney, Australia. We believe our current facilities are suitable for the composition of our staff, and additional space is available as needed to accommodate any such expansion of our operations.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf we or our third-party providers fail to protect the security of this information and/or experience a data security incident, our reputation may be harmed and we may be exposed to material financial penalties and legal liability, which could materially adversely affect our business, results of operations, and financial condition; • Increases in cost, interruptions in service, latency, or poor service from our third-party data center providers could impair the delivery of our platform; • If the security of information we possess is compromised or is otherwise accessed without authorization, our reputation may be harmed and we may be exposed to liability and loss of business; • If there are interruptions or performance problems associated with our technology or infrastructure, our customers, partners and prospects may experience service outages, and delays in using our platform; • In 2023 we identified a material weakness in our internal controls over financial reporting related to information technology general controls.
Biggest changeThese risks and uncertainties include, but are not limited to, the following: • We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve profitability on our anticipated timeline or sustain it thereafter; • We have undertaken, and may in the future undertake, restructuring activities that could result in disruptions to our business or otherwise materially harm our results of operations or financial condition; • Our rebranding initiative involves costs and may not be favorably received; • We face intense competition and may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business; • Our success depends in part on our partner-centric strategy; • Technological advances in AI may in the future disrupt the ecommerce and SaaS industry, which could significantly reduce the demand for our services or otherwise adversely impact our business or reputation if we are unable to develop AI and mitigate the use risks in this evolving environment; • If we or our third-party providers fail to protect the security of personal information of our customers or their shoppers stored in our systems and/or experience a data security incident, our reputation may be harmed and we may be exposed to material financial penalties and legal liability; • If our platform fails to perform properly, or if we fail to develop enhancements to resolve performance issues, we could lose customers, become subject to performance or warranty claims, or incur significant costs; • Increases in cost, interruptions in service, latency, or poor service from our third-party data center providers could impair the delivery of our platform; • If the security of information we possess is compromised or is otherwise accessed without authorization, our reputation may be harmed and we may be exposed to liability and loss of business; 6 Table of Contents • In 2024 we identified a material weakness in our internal controls over financial reporting related to information technology general controls.
These provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest, or other transaction that stockholders may consider favorable, include the following: • the division of our board of directors into three classes and the election of each class for three-year terms; • advance notice requirements for stockholder proposals and director nominations; • provisions limiting stockholders’ ability to call special meetings of stockholders, to require special meetings of stockholders to be called, and to take action by written consent; • restrictions on business combinations with interested stockholders; • in certain cases, the approval of holders representing at least 66 2⁄3 percent of the total voting power of the shares entitled to vote generally in the election of directors will be required for stockholders to adopt, amend or repeal our bylaws, or amend or repeal certain provisions of our certificate of incorporation; • no cumulative voting; • the required approval of holders representing at least 66 2⁄3 percent of the total voting power of the shares entitled to vote at an election of the directors to remove directors; and • the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our governing body.
These provisions, which may delay, prevent or deter a merger, acquisition, tender offer, proxy contest, or other transaction that stockholders may consider favorable, include the following: • the division of our board of directors into three classes and the election of each class for three-year terms; • advance notice requirements for stockholder proposals and director nominations; • provisions limiting stockholders’ ability to call special meetings of stockholders, to require special meetings of stockholders to be called, and to take action by written consent; 33 Table of Contents • restrictions on business combinations with interested stockholders; • in certain cases, the approval of holders representing at least 66 2⁄3 percent of the total voting power of the shares entitled to vote generally in the election of directors will be required for stockholders to adopt, amend or repeal our bylaws, or amend or repeal certain provisions of our certificate of incorporation; • no cumulative voting; • the required approval of holders representing at least 66 2⁄3 percent of the total voting power of the shares entitled to vote at an election of the directors to remove directors; and • the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our governing body.
If our operating and financial performance in any given period does not meet the guidance that we provide to the public or the expectations of investment analysts, the market price of our common stock may decline. We may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods.
If our operating and financial performance in any given period does not meet the financial outlook that we provide to the public or the expectations of investment analysts, the market price of our common stock may decline. We may, but are not obligated to, provide public guidance on our expected operating and financial results for future periods.
Our success depends substantially upon the continued services of our executive officers and other key members of management, particularly our chief executive officer. From time to time, there may be changes in our management team resulting from the hiring, departure or realignment of executives.
Our success depends substantially upon the continued services of our executive officers and other key members of management and operations team, particularly our chief executive officer. From time to time, there may be changes in our management team resulting from the hiring, departure or realignment of executives.
Our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including: variations in our quarterly operating results or dividends, if any, to stockholders, additions or departures of key management personnel, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies, speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments, the announcement of any acquisitions we make and our ability to realize the expected benefits of any such acquisition, including our acquisitions of Feedonomics and B2B Ninja, the impact of our recently announced reduction in force, and adverse publicity about the industries we participate in or individual scandals.
Our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including: variations in our quarterly operating results or dividends, if any, to stockholders, additions or departures of key management personnel, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies, speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments, the announcement of any acquisitions we make and our ability to realize the expected benefits of any such acquisition, including our acquisitions of Feedonomics and B2B 24 Table of Contents Ninja, the impact of our recently announced reduction in force, and adverse publicity about the industries we participate in or individual scandals.
Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or BigCommerce have breached legal obligations, resulting in a diversion of our time and resources.
Many of the companies with which we compete for experienced personnel have greater resources than we have. If we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or Commerce have breached legal obligations, resulting in a diversion of our time and resources.
The interest rate on the $150.0 million aggregate principal amount of the 2028 Convertible Notes outstanding as of December 31, 2024, is 7.50 percent, payable semi-annually. Our ability to pay interest and required principal payments on our indebtedness depends upon cash flows generated by our operating performance.
The interest rate on the $150.0 million aggregate principal amount of the 2028 Convertible Notes outstanding as of December 31, 2025, is 7.50 percent, payable semi-annually. Our ability to pay interest and required principal payments on our indebtedness depends upon cash flows generated by our operating performance.
For one or more of those transactions, we may: • issue additional equity securities that would dilute our stockholders; • use cash that we may need in the future to operate our business; • incur debt on terms unfavorable to us or that we are unable to repay; • incur large charges or substantial liabilities; 17 Table of Contents • encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures; and • become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.
For one or more of those transactions, we may: • issue additional equity securities that would dilute our stockholders; • use cash that we may need in the future to operate our business; • incur debt on terms unfavorable to us or that we are unable to repay; • incur large charges or substantial liabilities; • encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures; and • become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.
Amongst other things, the DSA requires hosting providers to designate a legal representative in the EU, set out any restrictions they impose on the use of their services in their terms and conditions and implement a mechanism which allows third parties to notify the presence of allegedly online content.
Amongst other things, the DSA requires hosting providers to designate a legal representative in the EU, set out any restrictions they impose on the use of their services in their terms and conditions and implement a mechanism which allows third parties to notify the presence of alleged online content.
As of December 31, 2024, we had net operating loss (“NOL”) carryforwards for federal and state tax purposes, that are available to reduce future taxable income. If not utilized, the federal and state NOL (net operating loss) carryforwards will begin to expire in 2036. The federal and state tax credits will begin to expire in 2034.
As of December 31, 2025, we had net operating loss (“NOL”) carryforwards for federal and state tax purposes, that are available to reduce future taxable income. If not utilized, the federal and state NOL (net operating loss) carryforwards will begin to expire in 2036. The federal and state tax credits will begin to expire in 2034.
If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our common stock may decline as well.
If, in the future, our operating or financial results for a particular period do not meet any financial outlook we provide or the expectations of investment analysts, or if we reduce our outlook for future periods, the market price of our common stock may decline as well.
In light of the complex and evolving nature of these laws and the associated regulatory landscape, there can be no assurances that we will be successful in our efforts to comply and any violations or perceived violations could result in regulatory investigations, fines, orders to cease or change our use of such technologies, as well as civil claims including class actions, and reputational damage.
In light of the complex and evolving nature of these laws and the associated regulatory landscape, there can be no assurances that we will be successful in our efforts to comply and any violations or perceived 19 Table of Contents violations could result in regulatory investigations, fines, orders to cease or change our use of such technologies, as well as civil claims including class actions, and reputational damage.
The accounting method for reflecting the Convertible Notes on our balance sheet, accruing interest expense for the notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.
The accounting method for the Convertible Notes could adversely affect our reported financial condition and results. The accounting method for reflecting the Convertible Notes on our balance sheet, accruing interest expense for the notes and reflecting the underlying shares of our common stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.
If it is determined that we have in the past 18 Table of Contents experienced an ownership change, or if we undergo one or more ownership changes as a result of future transactions in our stock, then our ability to utilize NOLs and other pre-change tax attributes could be limited by Sections 382 and 383 of the Code.
If it is determined that we have in the past experienced an ownership change, or if we undergo one or more ownership changes as a result of future transactions in our stock, then our ability to utilize NOLs and other pre-change tax attributes could be limited by Sections 382 and 383 of the Code.
In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We 31 Table of Contents can be held liable for corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.
In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.
Any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information could have significant costs, including regulatory enforcement actions, litigation (such as class actions), litigation indemnity obligations, civil or criminal penalties, operational changes, remediation costs, network downtime, increases in insurance premiums, and reputational damage.
Any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information could have significant costs, including regulatory enforcement actions, litigation (such as class actions), litigation indemnity obligations, civil or criminal penalties, operational changes, remediation costs, network downtime, increases in insurance 11 Table of Contents premiums, and reputational damage.
Any such guidance will comprise forward-looking statements, subject to the risks and uncertainties described in this Annual Report on Form 10-K and in our other public filings and public statements. Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty.
Any such financial outlook will comprise forward-looking statements, subject to the risks and uncertainties described in this Annual Report on Form 10-K and in our other public filings and public statements. Our actual results may not always be in line with or exceed any financial outlook we have provided, especially in times of economic uncertainty.
Some of our agreements with customers and other third parties include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, data protection, damages to property or persons, or other liabilities relating to or arising from our platform, services or other contractual obligations.
Some of our agreements with customers and other third parties include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, data protection, damages to 29 Table of Contents property or persons, or other liabilities relating to or arising from our platform, services or other contractual obligations.
It further provides that, unless we consent in writing to the selection of an alternative forum, the federal 34 Table of Contents district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act.
It further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act.
Any material interruptions or failures in our payment related systems could have a material adverse effect on our business, results of operations and financial condition. If there are 12 Table of Contents amendments to PCI-DSS, the cost of compliance could increase and we may suffer loss of critical data and interruptions or delays in our operations as a result.
Any material interruptions or failures in our payment related systems could have a material adverse effect on our business, results of operations and financial condition. If there are amendments to PCI-DSS, the cost of compliance could increase and we may suffer loss of critical data and interruptions or delays in our operations as a result.
If we fail to meaningfully protect our intellectual property and proprietary rights, our business, operating results, and financial condition could be adversely affected. 16 Table of Contents We have been, and may in the future be, subject to legal proceedings and litigation, including intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.
If we fail to meaningfully protect our intellectual property and proprietary rights, our business, operating results, and financial condition could be adversely affected. We have been, and may in the future be, subject to legal proceedings and litigation, including intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.
The length of our sales cycle for these customers, from initial evaluation to contract execution, is generally three to six months but can vary substantially. On occasion, some customers will negotiate their contracts to include a trial period, delayed payment or a number of months on a promotional basis.
The length of our sales cycle for these customers, from initial evaluation to contract execution, is generally three to 14 Table of Contents six months but can vary substantially. On occasion, some customers will negotiate their contracts to include a trial period, delayed payment or a number of months on a promotional basis.
If we or our third-party providers fail to protect the security of this information and/or experience a data security incident, our reputation may 11 Table of Contents be harmed and we may be exposed to material financial penalties and legal liability, which could materially adversely affect our business, results of operations, and financial condition.
If we or our third-party providers fail to protect the security of this information and/or experience a data security incident, our reputation may be harmed and we may be exposed to material financial penalties and legal liability, which could materially adversely affect our business, results of operations, and financial condition.
If our platform is unavailable or if our customers are unable to access our platform within a reasonable amount of time, our business would 13 Table of Contents be harmed. Any outage on our platform would impair the ability of our customers to engage in ecommerce, which would negatively impact our brand, reputation and customer satisfaction.
If our platform is unavailable or if our customers are unable to access our platform within a reasonable amount of time, our business would be harmed. Any outage on our platform would impair the ability of our customers to engage in ecommerce, which would negatively impact our brand, reputation and customer satisfaction.
Some of our larger competitors also have substantially broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditions in our market could change rapidly and significantly as a result of 20 Table of Contents technological advancements, partnering by our competitors, or continuing market consolidation.
Some of our larger competitors also have substantially broader product lines and market focus and will therefore not be as susceptible to downturns in a particular market. Conditions in our market could change rapidly and significantly as a result of technological advancements, partnering by our competitors, or continuing market consolidation.
If new technologies emerge that deliver competitive solutions at lower prices, more efficiently, more conveniently, or more securely, it could adversely impact our ability to compete. 26 Table of Contents Our platform must also integrate with a variety of network, hardware, mobile, and software platforms and technologies.
If new technologies emerge that deliver competitive solutions at lower prices, more efficiently, more conveniently, or more securely, it could adversely impact our ability to compete. Our platform must also integrate with a variety of network, hardware, mobile, and software platforms and technologies.
As a result, our operating results may be significantly worse than forecasted. Our servers may be unable to achieve or maintain data transmission capacity sufficient for timely service of increased traffic or order processing. Our failure to achieve or maintain sufficient and performant data transmission capacity could significantly reduce demand for our platform.
As a result, our operating results may be significantly worse than forecasted. Our servers may be unable to achieve or maintain data transmission capacity sufficient for timely service of increased 12 Table of Contents traffic or order processing. Our failure to achieve or maintain sufficient and performant data transmission capacity could significantly reduce demand for our platform.
Political and military events in Ukraine, including the ongoing war between Ukraine and Russia, poor relations between the U.S. and Russia, and sanctions by the international community against Russia or separatist areas of Ukraine may also have an adverse impact on our employees, customers, partners, and vendors.
Political and military events in Ukraine, including the ongoing geopolitical conflict between Ukraine and Russia, poor relations between the U.S. and Russia, and sanctions by the international community against Russia or separatist areas of Ukraine may also have an adverse impact on our employees, customers, partners, and vendors.
Negative conditions in the global economy or 28 Table of Contents individual markets, including changes in gross domestic product growth, financial and credit market fluctuations, political turmoil, natural catastrophes, warfare and terrorist attacks on the United States, Europe, Australia, the Asia Pacific region or elsewhere, could cause a decrease in business investments, including spending on IT and negatively affect our business.
Negative conditions in the global economy or individual markets, including changes in gross domestic product growth, financial and credit market fluctuations, political turmoil, natural catastrophes, warfare and terrorist attacks on the United States, Europe, Australia, the Asia Pacific region or elsewhere, could cause a decrease in business investments, including spending on IT and negatively affect our business.
Failure to manage growth could result in difficulty or delays in launching our platform, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties, any of which could adversely impact our business performance and results of operations.
Failure to manage growth 27 Table of Contents could result in difficulty or delays in launching our platform, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new features, or other operational difficulties, any of which could adversely impact our business performance and results of operations.
If our strategic technology partners or the partners of companies we acquire were to be acquired by a competitor or were to acquire a competitor, it could compromise these relationships. This could harm our relationship with our customers, our reputation and brand, and our business and results of operations.
If our strategic technology partners or the partners of companies we acquire were to be 9 Table of Contents acquired by a competitor or were to acquire a competitor, it could compromise these relationships. This could harm our relationship with our customers, our reputation and brand, and our business and results of operations.
As a result of these restrictions we may be: • limited in how we conduct our business; 33 Table of Contents • unable to raise additional debt or equity financing to operate during general economic or business downturns; or • unable to compete effectively or to take advantage of new business opportunities.
As a result of these restrictions we may be: • limited in how we conduct our business; • unable to raise additional debt or equity financing to operate during general economic or business downturns; or • unable to compete effectively or to take advantage of new business opportunities.
As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their stockholdings in us. General risk factors We may be adversely affected by the effects of inflation.
As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their stockholdings in us. 26 Table of Contents General risk factors We may be adversely affected by the effects of inflation.
Changes in our platform or future changes in export and import regulations may create delays in the introduction of our platform in international markets, prevent our customers with international operations from launching our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether.
Changes in our platform or future changes in export and import regulations may create delays in the introduction of our platform in international markets, prevent our customers with international operations from 30 Table of Contents launching our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether.
Additionally, in October 2023 the Biden Administration released an Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence, which provided agencies direction on implementation of rule making with regard to AI within their agencies.
Additionally, in October 2023 the Biden Administration released an Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence, which provided agencies direction on implementation of rulemaking with regard to AI within their agencies.
As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, may affect our ability to make these payments and reduce the level of our indebtedness over time.
As a result, prevailing economic conditions and 32 Table of Contents financial, business and other factors, many of which are beyond our control, may affect our ability to make these payments and reduce the level of our indebtedness over time.
We enter into confidentiality and invention assignment agreements with our employees and consultants, and we enter into confidentiality agreements with strategic and business partners. These agreements may not be effective in controlling access to and distribution of our proprietary information.
We enter into confidentiality and invention assignment agreements with our employees and consultants, and we enter into confidentiality agreements with strategic and business partners. These agreements may not be effective in controlling access to and 15 Table of Contents distribution of our proprietary information.
The EU GDPR and UK GDPR impose specific requirements for transferring personal information (including allowing remote access) outside the EEA and the UK. We currently rely on the EU-US Data Privacy Framework (“DPF”), the UK Extension to the DPF and 19 Table of Contents the Swiss-US DPF to transfer data from the EEA, UK and Switzerland (respectively) to the U.S.
The EU GDPR and UK GDPR impose specific requirements for transferring personal information (including allowing remote access) outside the EEA and the UK. We currently rely on the EU-US Data Privacy Framework (“DPF”), the UK Extension to the DPF and the Swiss-US DPF to transfer data from the EEA, UK and Switzerland (respectively) to the U.S.
Moreover, if one or more of the analysts who 25 Table of Contents cover us downgrades our common stock or if our reporting results do not meet their expectations, the market price of our common stock could decline.
Moreover, if one or more of the analysts who cover us downgrades our common stock or if our reporting results do not meet their expectations, the market price of our common stock could decline.
Successfully maintaining our brand will depend largely on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform to meet the needs of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and solutions, and our ability to successfully differentiate our platform.
Successful promotion of our brand will depend on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform to meet the needs of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and solutions, and our ability to successfully differentiate our platform.
We have strategic technology partnerships with third parties that pay us a revenue share on their gross sales to our joint customers and/or collaborate to co-sell and co-market BigCommerce to new customers. Certain of those strategic technology partners generate 10 Table of Contents significant revenue for us, including PayPal, Google, and Stripe.
We have strategic technology partnerships with third parties that pay us a revenue share on their gross sales to our joint customers and/or collaborate to co-sell and co-market Commerce to new customers. Certain of those strategic technology partners generate significant revenue for us, including PayPal, Google, and Stripe.
We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve profitability on our anticipated timeline or sustain it thereafter. We have not yet achieved profitability. We incurred net losses of $27.0 million, $64.7 million and $139.9 million for the years ended December 31, 2024, 2023, and 2022 respectively.
We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve profitability on our anticipated timeline or sustain it thereafter. We have not yet achieved profitability. We incurred net losses of $19.3 million, $27.0 million and $64.7 million for the years ended December 31, 2025, 2024, and 2023 respectively.
We have $150 million of our 7.5 percent convertible notes due 2028 ("2028 Convertible Notes") outstanding and $63.1 million of our 0.25 percent convertible notes due 2026 outstanding ("2026 Convertible Notes" and together with the 2028 Convertible Notes, the "Convertible Notes").
We have $150 million of our 7.5 percent convertible notes due 2028 ("2028 Convertible Notes") outstanding and approximately $4.1 million of our 0.25 percent convertible notes due 2026 outstanding ("2026 Convertible Notes" and together with the 2028 Convertible Notes, the "Convertible Notes").
Our success depends in part on our partner-centric strategy. Our business would be harmed if we fail to maintain or expand partner relationships. Strategic technology partners are essential to our open strategy. A significant percentage of our customers choose to integrate our ecommerce platform with third-party application providers using our open APIs and software development kits.
Our business would be harmed if we fail to maintain or expand partner relationships. Strategic technology partners are essential to our open strategy. A significant percentage of our customers choose to integrate our ecommerce platform with third-party application providers using our open APIs and software development kits.
In November 2023 and 2024, we implemented reductions in force. Any reduction in force may yield unintended consequences and costs, such as attrition beyond the intended reduction in force, the distraction of employees and reduced employee morale, which could, in turn, adversely impact productivity, including through a loss of continuity, loss of accumulated knowledge and/or inefficiency during transitional periods.
Any reduction in force may yield unintended consequences and costs, such as attrition beyond the intended reduction in force, the distraction of employees and reduced employee morale, which could, in turn, adversely impact productivity, including through a loss of continuity, loss of accumulated knowledge and/or inefficiency during transitional periods.
The departure of these or other senior executives could lead to a loss of leadership continuity, key relationships, and in-depth understanding of our business, operations, and industry. Effective succession planning for management is important to our long-term success.
The departures of senior executives could lead to a loss of leadership continuity, key relationships, and in-depth understanding of our business, operations, and industry. Effective succession planning for management is important to our long-term success.
Additionally, we currently have significant numbers of securities outstanding that may be exercisable for our common stock, which may result in significant dilution and downward pressure on our stock price. As of December 31, 2024, we had approximately 78.6 million shares of Series 1 common stock and no shares of Series 2 common stock outstanding.
Additionally, we currently have significant numbers of securities outstanding that may be exercisable for our common stock, which may result in significant dilution and downward pressure on our stock price. As of December 31, 2025, we had approximately 81.7 million shares of Series 1 common stock and no shares of Series 2 common stock outstanding.
Our success depends largely upon the continued services of our executive officers. We rely on our leadership team for research and development, marketing, sales, services, and general and administrative functions, and on mission-critical individual contributors. From time to time, our executive management team may change from the hiring or departure of executives, which could disrupt our business.
We rely on our leadership team for research and development, marketing, sales, services, and general and administrative functions, and on mission-critical individual contributors. From time to time, our executive management team may change from the hiring or departure of executives, which could disrupt our business.
As of December 31, 2024, we had an accumulated deficit of $621.7 million. We may not be able to sustain or increase our growth or achieve profitability in the future. Our decision to prioritize profitability on our planned timeline may not prove successful and may not yield desired outcomes.
As of December 31, 2025, we had an accumulated deficit of $641.0 million. We may not be able to sustain or increase our growth or achieve profitability in the future. Our decision to prioritize profitability on our planned timeline may not prove successful and may not yield desired outcomes.
We incorporate encryption technology into our platform. These encryption products and the underlying technology may be exported outside of the United States only with the required export authorizations, including by license, a license exception or other appropriate government authorizations.
These encryption products and the underlying technology may be exported outside of the United States only with the required export authorizations, including by license, a license exception or other appropriate government authorizations.
Such events could prevent us from providing our platform to our customers. A catastrophic event that results in the destruction or disruption of our data centers, or our network infrastructure or IT systems, including any errors, defects, or failures in third-party hardware, could affect our ability to conduct normal business operations, and adversely affect our operating results.
A catastrophic event that results in the destruction or disruption of our data centers, or our network infrastructure or IT systems, including any errors, defects, or failures in third-party hardware, could affect our ability to conduct normal business operations, and adversely affect our operating results.
Additionally, certain aspects of the 2024 Restructuring Plan, such as severance costs in connection with reducing our headcount, could negatively impact our cash flows.
Additionally, certain aspects of our recent restructuring activities, such as severance costs in connection with reducing our headcount, could negatively impact our cash flows.
In either case, and in other cases, our obligations under the Convertible Notes and the indenture governing the Convertible Notes could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable. 32 Table of Contents The accounting method for the Convertible Notes could adversely affect our reported financial condition and results.
In either case, and in other cases, our obligations under the Convertible Notes and the indenture governing the Convertible Notes could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.
Risks related to our industry and the economy Compliance with ever evolving federal, state, and global laws, regulations and standards relating to the handling of information about individuals, restrictions on cross-border data transfers, rules applicable to digital services, and data localization requirements involves significant expenditure and resources and any failure by us or our vendors to comply may limit the use and adoption of our services, expose us to significant liability, negative publicity, and/or erosion of our trust, which could materially adversely affect our business, results of operations, and financial condition.
For these reasons, we may not be able to utilize a material portion of the NOLs, even if we were to achieve profitability. 18 Table of Contents Risks related to our industry and the economy Compliance with ever evolving federal, state, and global laws, regulations and standards relating to the handling of information about individuals, restrictions on cross-border data transfers, rules applicable to digital services, and data localization requirements involves significant expenditure and resources and any failure by us or our vendors to comply may limit the use and adoption of our services, expose us to significant liability, negative publicity, and/or erosion of our trust, which could materially adversely affect our business, results of operations, and financial condition.
We may not be able to detect and correct defects or errors before release. Consequently, we or our customers may discover defects or errors after our platform has been employed. We implement bug fixes and upgrades as part of our regularly scheduled system maintenance.
Consequently, we or our customers may discover defects or errors after our platform has been employed. We implement bug fixes and upgrades as part of our regularly scheduled system maintenance.
We continue to expand our international operations and staff to better support our growth into international markets. Our corporate structure and associated transfer pricing policies contemplate future growth into the international markets, and consider the functions, risks, and assets of the various entities involved in the intercompany transactions.
Our corporate structure and associated transfer pricing policies contemplate future growth into the international markets, and consider the functions, risks, and assets of the various entities involved in the intercompany transactions.
Defects, errors, disruptions in service, cyber-attacks, or other performance problems with our software, whether in connection with the day-to-day operation, upgrades or otherwise, could result in: loss of customers; lost or delayed market acceptance and sales of our platform; delays in payment to us by customers; injury to our reputation and brand; legal claims, including warranty and service claims, against us; diversion of our resources, including through increased service and warranty expenses or financial concessions; and increased insurance costs. 14 Table of Contents We have found defects in our platform and may discover additional defects in the future that could result in data unavailability, unauthorized access to, loss, corruption, or other harm to our customers’ data.
Defects, errors, disruptions in service, cyber-attacks, or other performance problems with our software, whether in connection with the day-to-day operation, upgrades or otherwise, could result in: loss of customers; lost or delayed market acceptance and sales of our platform; delays in payment to us by customers; injury to our reputation and brand; legal claims, including warranty and service claims, against us; diversion of our resources, including through increased service and warranty expenses or financial concessions; and increased insurance costs.
If our assumptions regarding these risks, uncertainties, or future revenue growth are incorrect, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.
If our assumptions regarding these risks, uncertainties, or future revenue growth are incorrect, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer. We store and process confidential information, including personal information of our customers and their shoppers.
If we do not effectively manage this increasing complexity, the quality of our platform and customer service could suffer, and we may not be able to adequately address competitive challenges.
If we do not effectively manage this increasing complexity, the quality of our platform and customer service could suffer, and we may not be able to adequately address competitive challenges. These factors could impair our ability to attract and retain customers and expand our customers’ use of our platform.
Consequently, a shortfall in demand for our solutions and services or a decline in new or renewed contracts in a given period may not significantly reduce our revenue for that period but could negatively affect our revenue in future periods.
Consequently, a shortfall in demand for our solutions and services or a decline in new or renewed contracts in a given period may not significantly reduce our revenue for that period but could negatively affect our revenue in future periods. If we fail to offer high quality support, our business and reputation could suffer.
Our business may suffer if it is alleged or determined that our technology infringes the intellectual property rights of others; 7 Table of Contents • We may acquire or invest in companies, which may divert our management’s attention and result in additional dilution to our stockholders.
Such disputes are costly and may subject us to significant liability and increased costs of doing business. Our business may suffer if it is alleged or determined that our technology infringes the intellectual property rights of others; • We may acquire or invest in companies, which may divert our management’s attention and result in additional dilution to our stockholders.
If our platform does not operate as effectively when accessed through these devices, our customers and their shoppers may not be satisfied with our services, which could harm our business; • Changes in tax laws or regulations that are applied adversely to us or our customers could increase the cost of our ecommerce platform and adversely impact our business; • The market price of shares of our common stock has been volatile, which could cause the value of your investment to decline; • Our failure to raise capital when needed could harm our business, operating results and financial condition.
If our platform does not operate as effectively when accessed through these devices, our customers and their shoppers may not be satisfied with our services, which could harm our business; • Activities of customers, their shoppers, and our partners could damage our brand, subject us to liability and harm our business and financial results; • We provide our ecommerce platform to businesses in highly-regulated industries, which subjects us to a number of challenges and risks; • Changes in tax laws or regulations that are applied adversely to us or our customers could increase the cost of our ecommerce platform and adversely impact our business; • Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and financial results; • The market price of shares of our common stock has been volatile, which could cause the value of your investment to decline; • Our failure to raise capital when needed could harm our business, operating results and financial condition.
The terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our common stock.
If we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our common stock.
If we are unable to generate the necessary cash flow, we may be required to adopt one or more alternatives, such as selling assets or obtaining debt financing or equity capital on terms that 24 Table of Contents may be onerous or highly dilutive.
If we are unable to generate the necessary cash flow, we may be required to adopt one or more alternatives, such as selling assets or obtaining debt financing or equity capital on terms that may be onerous or highly dilutive. Furthermore, our existing indebtedness may limit our ability to incur additional indebtedness on favorable terms or at all.
If these policies delay or prevent us from advertising through these channels, it could result in reduced traffic to our website and subscriptions to our platform. New search engines and other digital marketing platforms may develop, particularly in specific jurisdictions, that reduce traffic on existing search engines and digital marketing platforms.
Furthermore, search engines and digital marketing platforms may change their advertising policies from time to time. If these policies delay or prevent us from advertising through these channels, it could result in reduced traffic to our website and subscriptions to our platform.
We may evaluate and consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, products, and other assets in the future. An acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel, or operations of the acquired companies.
We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions. We may evaluate and consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, products, and other assets in the future. An acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures.
The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the requirements of Nasdaq, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
Although we have previously issued public guidance, there can be no assurance that we will continue to do so in the future. 25 Table of Contents The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the requirements of Nasdaq, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.
If we are not able to generate traffic to our website through digital marketing our ability to attract new customers may be impaired. Our ability to achieve revenue growth and market share is contingent upon the successful execution of our revised marketing, sales, and product adoption strategies.
If we are not able to generate traffic to our website through digital marketing or retain our existing customers, our ability to grow our business may be impaired. Our ability to achieve revenue growth and market share is contingent upon the successful execution of our strategies for lead generation and customer success.
Releasing our source code could substantially help our competitors develop products that are similar to or better than ours. Payment transactions on our ecommerce platform subject us to regulatory requirements, additional fees, and other risks that could be costly and difficult to comply with or that could harm our business.
Payment transactions on our ecommerce platform subject us to regulatory requirements, additional fees, and other risks that could be costly and difficult to comply with or that could harm our business.
If our remedial measures are insufficient to address the material weakness or one or more additional material weaknesses in our internal control over financial reporting are discovered or occur in the future, our ability to report financial information timely and accurately could be adversely affected; • If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer; • If we fail to offer high quality support, our business and reputation could suffer; • Compliance with ever evolving federal, state, and global laws, regulations and standards relating to the handling of information about individuals, restrictions on cross-border data transfers, rules applicable to digital services, and data localization requirements involves significant expenditure and resources and any failure by us or our vendors to comply may limit the use and adoption of our services, expose us to significant liability, negative publicity, and/or erosion of our trust, which could materially adversely affect our business, results of operations, and financial condition; • Activities of customers, their shoppers, and our partners could damage our brand, subject us to liability and harm our business and financial results; • We could incur substantial costs in protecting or defending our proprietary rights.
If our remedial measures are insufficient to address the material weakness or one or more additional material weaknesses in our internal control over financial reporting are discovered or occur in the future, our ability to report financial information timely and accurately could be adversely affected; • If there are interruptions or performance problems associated with our technology or infrastructure, our customers, partners and prospects may experience service outages, and delays in using our platform; • If we fail to offer high quality support, our business and reputation could suffer; • Compliance with ever evolving federal, state, and global laws, regulations and standards relating to the handling of information about individuals, restrictions on cross-border data transfers, rules applicable to digital services, and data localization requirements involves significant expenditure and resources and any failure by us or our vendors to comply may limit the use and adoption of our services, expose us to significant liability, negative publicity, and/or erosion of our trust, which could materially adversely affect our business, results of operations, and financial condition; • We face intense competition and may lack sufficient financial or other resources to maintain or improve our competitive position, which may harm our ability to add new customers, retain existing customers, and grow our business; • We have been, and may in the future be, subject to legal proceedings and litigation, including intellectual property disputes.
We rely heavily on our network infrastructure and IT systems for our business operations. An online attack, damage as a result of civil unrest, earthquake, fire, terrorist attack, power loss, global pandemics, telecommunications failure, or other similar catastrophic event could cause system interruptions, delays in accessing our service, reputational harm, and loss of critical data.
An online attack, damage as a result of civil unrest, earthquake, fire, terrorist attack, power loss, global pandemics, telecommunications failure, or other similar catastrophic event could cause system interruptions, delays in accessing our service, reputational harm, and loss of critical data. Such events could prevent us from providing our platform to our customers.
We price our subscriptions based on a combination of transaction and order volume, and feature functionality. In 2023 we adjusted our pricing levels and expect that we may need to change our pricing again in the future.
We price our subscriptions based on a combination of transaction and order volume, and feature functionality. We have historically adjusted our pricing levels from time to time and may consider during so in the future.
Debt or equity issued to raise additional capital may reduce the value of our common stock; • If our operating and financial performance in any given period does not meet the guidance that we provide to the public or the expectations of investment analysts, the market price of our common stock may decline; • The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the requirements of Nasdaq, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner; • Provisions in our organizational documents and certain rules imposed by regulatory authorities may delay or prevent our acquisition by a third party; • The provision of our amended and restated certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers; • Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.
Debt or equity issued to raise additional capital may reduce the value of our common stock; • If our operating and financial performance in any given period does not meet the financial outlook that we provide to the public or the expectations of investment analysts, the market price of our common stock may decline; • The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act and the requirements of Nasdaq, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner; • Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate.
Our losses in Australia are subject to the change of ownership test rules in that jurisdiction that when applied may limit our ability to fully utilize our Australian NOLs. For these reasons, we may not be able to utilize a material portion of the NOLs, even if we were to achieve profitability.
Our losses in Australia are subject to the change of ownership test rules in that jurisdiction that when applied may limit our ability to fully utilize our Australian NOLs.
While we have a succession plan in place, our new senior executives, even with significant experience, may not possess the same level of institutional knowledge and partner relationships, potentially impacting our decision-making, strategic direction, and overall business performance during the transition period.
While we have a succession plan in place, our new senior executives, even with significant experience, may not possess the same level of institutional knowledge and partner relationships, potentially impacting our decision-making, strategic direction, and overall business performance during the transition period. 28 Table of Contents If we are unable to maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.
We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions; • Our use of open source software could subject us to possible litigation or cause us to subject our platform to unwanted open source license conditions that could negatively impact our sales; • If our platform fails to perform properly, and if we fail to develop enhancements to resolve performance issues, we could lose customers, become subject to performance or warranty claims, or incur significant costs; • Payment transactions on our ecommerce platform subject us to regulatory requirements, additional fees, and other risks that could be costly and difficult to comply with or that could harm our business; • We provide our ecommerce platform to businesses in highly-regulated industries, which subjects us to a number of challenges and risks; • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations; • Mobile devices are increasingly being used to conduct commerce.
We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions; • Payment transactions on our ecommerce platform subject us to regulatory requirements, additional fees, and other risks that could be costly and difficult to comply with or that could harm our business; • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations; • Mobile devices are increasingly being used to conduct commerce.
We may not be able to maintain our insurance coverage. We cannot predict the outcome of lawsuits, and cannot assure you that the results of any of these actions will not have an adverse effect on our business, operating results or financial condition.
We cannot predict the outcome of lawsuits, and cannot assure you that the results of any of these actions will not have an adverse effect on our business, operating results or financial condition. 16 Table of Contents We may acquire or invest in companies, which may divert our management’s attention and result in additional dilution to our stockholders.
If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results and financial condition. If we incur additional debt, the debt holders could have rights senior to holders of our common stock to make claims on our assets.
We intend to continue to make investments to support our business and may require additional funds. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results and financial condition.
We are continuing to adapt and develop strategies to address international markets, but such efforts may not be successful. We have a significant number of employees outside of the United States. We expect that our international activities will continue to grow over the foreseeable future as we continue to pursue opportunities in existing and new international markets.
We currently have locations in the United States, Australia, the United Kingdom, and Ukraine. We are continuing to adapt and develop strategies to address international markets, but such efforts may not be successful. We have a significant number of employees outside of the United States.
Additionally, our partners’ performance may affect our brand and reputation if customers do not have a positive experience. Brand promotion activities may not generate customer awareness or yield increased revenue. Even if they do, any increased revenue may not offset the expenses we incurred in building our brand.
Even if our brand recognition and loyalty increases, this may not generate customer awareness or yield increased revenue and profitability. Even if they do, any increased revenue may not offset the expenses we incurred in building our brand.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel ; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment.
Biggest changeManagement may utilize quantitative and qualitative risk-assessment methods, where appropriate, to inform prioritization of security investments and to estimate potential financial exposure associated with cybersecurity and privacy threats. 35 Table of Contents Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel ; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in our IT environment.
If we or our third-party providers fail to protect the security of 35 Table of Contents this information and/or experience a data security incident, our reputation may be harmed and we may be exposed to material financial penalties and legal liability, which could materially adversely affect our business, results of operations, and financial condition. ” Cybersecurity Governance Our Board of Directors and Audit Committee jointly oversee management’s implementation of our security organization, which is charged with assessing and taking steps to mitigate the data privacy and cybersecurity risks that we face as a software-as-a-service platform.
If we or our third-party providers fail to protect the security of this information and/or experience a data security incident, our reputation may be harmed and we may be exposed to material financial penalties and legal liability, which could materially adversely affect our business, results of operations, and financial condition.” Cybersecurity Governance Our Board of Directors and Audit Committee jointly oversee management’s implementation of our security organization, which is charged with assessing and taking steps to mitigate the data privacy and cybersecurity risks that we face as a software-as-a-service platform.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
This 34 Table of Contents does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
Removed
Our management team, including our Chief Technology Officer and the Chief Technology Officer’s team are responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Added
Our management team, led by the Chief Information Security Officer and the General Counsel, is responsible for assessing and managing the Company’s material risks from cybersecurity and privacy threats. The CISO reports directly to the General Counsel, reflecting the integrated oversight of cybersecurity and data-privacy risk within our broader legal and compliance framework .
Removed
Our management team’s experience includes decades of experience across several public companies, including in the IT, cybersecurity, retail, and financial industries.
Added
Our Chief Information Security Officer has over 30 years of experience in cybersecurity and information security, including more than 16 years in leadership roles and over six years with responsibility for enterprise-wide cybersecurity strategy, risk management, incident response, and regulatory compliance.
Added
Together, these leaders coordinate a structured governance process that includes cross-functional risk reviews, joint evaluation of significant cybersecurity and privacy risks, and supervision of internal security and privacy personnel as well as retained external cybersecurity and legal advisors.
Added
These activities enable management to maintain ongoing visibility into the Company’s cybersecurity and privacy risk posture.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn January 2025, we executed a sublease agreement in Austin, Texas for approximately 65,000 square feet of office space that will be our corporate headquarters. We also have office locations across the United States and globally, including San Francisco, California; Atlanta, Georgia; and Sydney, Australia.
Biggest changeItem 2. Pr operties. Our worldwide corporate headquarters is located in Austin, Texas. In January 2025, we executed a sublease agreement in Austin, Texas for approximately 65,000 square feet of office space for our corporate headquarters. We also have office locations across the United States and globally, including London, England; Atlanta, Georgia; and Sydney, Australia.
Removed
Item 2. Pr operties. Our worldwide corporate headquarters is located in Austin, Texas. In September 2024, the Company executed the early lease termination clause (the "Lease Termination") for our corporate headquarters in Austin, Texas which will end our lease in October 2025.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe Company is not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows Item 4. Mine Safe ty Disclosures. Not applicable. 36 Table of Contents PART II
Biggest changeThe Company is not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our balance sheet, statement of operations or cash flows. Item 4. Mine Safe ty Disclosures. Not applicable. 36 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 36 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37 Item 6. Reserved 38 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 53 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 36 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37 Item 6. Reserved 38 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 54 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of December 31, 2024, we had 154 holders of record of our common stock. The actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street names by brokers and other nominees.
Biggest changeThe actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street names by brokers and other nominees. This number of holders of record also does not include shareholders whose shares may be held in trust by other entities.
Performance Graph The graph set forth below compares the cumulative total stockholder return on our common stock between August 5, 2020 (our first day of trading) and December 31, 2024, with the cumulative total return of (i) the S&P 500 Index, (ii) the NASDAQ Computer Index and (iii) the Russell 2000 Index.
Performance Graph The graph set forth below compares the cumulative total stockholder return on our common stock between August 5, 2020 (our first day of trading) and December 31, 2025, with the cumulative total return of (i) the S&P 500 Index, (ii) the NASDAQ Computer Index and (iii) the Russell 2000 Index.
Equity Compensation Plan Information Information regarding the securities authorized for issuance under our equity compensation plans will be included in our Proxy Statement relating to our 2024 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024 and is incorporated herein by reference.
Equity Compensation Plan Information Information regarding the securities authorized for issuance under our equity compensation plans will be included in our Proxy Statement relating to our 2026 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025 and is incorporated herein by reference.
We do not anticipate paying cash dividends on our common stock for the foreseeable future. Sales of Unregistered Securities Unregistered Sales of Equity Securities There were no unregistered sales of equity securities for the year ended December 31, 2024.
We do not anticipate paying cash dividends on our common stock for the foreseeable future. Sales of Unregistered Securities Unregistered Sales of Equity Securities There were no unregistered sales of equity securities for the year ended December 31, 2025.
The information contained in the Stock Performance Graph shall not be deemed to be soliciting material or to be filed with the SEC nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing. 37 Table of Contents Issuer Purchases of Equity Securities There were no share repurchases of our common stock for the three months ended December 31, 2024 .
The information contained in the Stock Performance Graph shall not be deemed to be soliciting material or to be filed with the SEC nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing. 37 Table of Contents Issuer Purchases of Equity Securities There were no share repurchases of our common stock for the year ended December 31, 2025 .
In fiscal year 2023, we included the Russell 2000 Index in our performance graph as this metric will be included in the calculation of performance based equity awards starting in fiscal 2024.
In fiscal year 2023, we included the Russell 2000 Index in our performance graph as this metric is included in the calculation of performance based equity awards.
Item 5. Market for Registrant’s Common Equity, Related Stock holder Matters and Issuer Purchases of Equity Securities. Market Information and Holders Our common stock has been listed on the Nasdaq Global Select Market under the symbol “BIGC” since August 5, 2020. Prior to that date, there was no public trading market for our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stock holder Matters and Issuer Purchases of Equity Securities. Market Information and Holders Our common stock was initially listed on the Nasdaq Global Select Market under the symbol “BIGC” on August 5, 2020.
This number of holders of record also does not include shareholders whose shares may be held in trust by other entities. Dividend Policy We have never declared or paid any cash dividends on our common stock.
Dividend Policy We have never declared or paid any cash dividends on our common stock.
Added
Effective July 31, 2025, the Company's ticker symbol on the Nasdaq Global Market changed from "BIGC" to "CMRC." Prior to August 5, 2020, there was no public trading market for our common stock. As of December 31, 2025, we had 135 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear ended December 31, 2024 2023 2022 (in thousands) Revenue $ 332,927 $ 309,394 $ 279,075 Cost of revenue (1)(2) 77,589 74,202 69,980 Gross profit 255,338 235,192 209,095 Operating expenses: (1)(2) Sales and marketing 129,602 140,230 141,342 Research and development 80,879 83,460 88,253 General and administrative 61,794 58,838 69,441 Amortization of intangible assets 9,736 8,422 8,078 Acquisition related costs 1,334 10,252 35,216 Restructuring charges 13,677 6,434 7,332 Total operating expenses 297,022 307,636 349,662 Loss from operations (41,684 ) (72,444 ) (140,567 ) Gain on convertible note extinguishment 12,110 0 0 Interest income 10,568 11,493 4,198 Interest expense (6,051 ) (2,884 ) (2,828 ) Other expenses (958 ) (836 ) (227 ) Loss before provision for income taxes (26,015 ) (64,671 ) (139,424 ) Provision for income taxes (1,015 ) 0 (495 ) Net loss $ (27,030 ) $ (64,671 ) $ (139,919 ) (1) Amounts include stock-based compensation expense and associated payroll tax costs, as follows: Year ended December 31, 2024 2023 2022 (in thousands) Cost of revenue $ 3,533 $ 4,949 $ 4,226 Sales and marketing 9,252 13,474 13,551 Research and development 13,614 13,478 12,388 General and administrative 10,000 9,785 12,821 Total stock-based compensation expense and associated payroll tax costs $ 36,399 $ 41,686 $ 42,986 (2) Amounts include depreciation as follows: 44 Table of Contents Year ended December 31, 2024 2023 2022 (in thousands) Cost of revenue $ 282 $ 550 $ 722 Sales and marketing 308 612 888 Research and development 1,257 897 404 General and administrative 2,228 2,000 1,330 Total depreciation expense $ 4,075 $ 4,059 $ 3,344 Revenue by geographic region The composition of our revenue by geographic region during the years ended December 31, 2024 and 2023 were as follows: Year ended December 31, Change 2024 2023 Amount Percent (in thousands) Revenue Americas – U.S. $ 253,484 $ 236,502 $ 16,982 7.2 % Americas – other (1) 15,662 14,103 1,559 11.1 EMEA 38,031 34,661 3,370 9.7 APAC 25,750 24,128 1,622 6.7 Total Revenue $ 332,927 $ 309,394 $ 23,533 7.6 % (1) Americas-other revenue includes revenue from North and South America, other than the U.S.
Biggest changeYear ended December 31, 2025 2024 2023 (in thousands) Revenue $ 342,349 $ 332,927 $ 309,394 Cost of revenue (1) 72,752 77,589 74,202 Gross profit 269,597 255,338 235,192 Operating expenses: Sales and marketing (1) 136,968 129,602 140,230 Research and development (1) 73,021 80,879 83,460 General and administrative (1) 55,863 61,794 58,838 Amortization of intangible assets 8,475 9,736 8,422 Acquisition related costs 444 1,334 10,252 Restructuring charges 11,043 13,677 6,434 Total operating expenses 285,814 297,022 307,636 Loss from operations (16,217 ) (41,684 ) (72,444 ) Gain on convertible note extinguishment 3,931 12,110 0 Interest income 4,818 10,568 11,493 Interest expense (10,027 ) (6,051 ) (2,884 ) Other expenses (681 ) (958 ) (836 ) Loss before provision for income taxes (18,176 ) (26,015 ) (64,671 ) Provision for income taxes (1,166 ) (1,015 ) 0 Net loss $ (19,342 ) $ (27,030 ) $ (64,671 ) (1) Amounts include stock-based compensation expense and associated payroll tax costs, as follows: Year ended December 31, 2025 2024 2023 (in thousands) Cost of revenue $ 2,558 $ 3,533 $ 4,949 Sales and marketing 6,518 9,252 13,474 Research and development 9,338 13,614 13,478 General and administrative 5,625 10,000 9,785 Revenue by geographic region The composition of our revenue by geographic region during the years ended December 31, 2025 and 2024 were as follows: Year ended December 31, Change 2025 2024 Amount Percent (in thousands) Revenue Americas – United States $ 259,090 $ 253,484 $ 5,606 2.2 % EMEA 42,605 38,031 4,574 12.0 APAC 24,751 25,750 (999 ) (3.9 ) Rest of World 15,903 15,662 241 1.5 Total Revenue $ 342,349 $ 332,927 $ 9,422 2.8 % 46 Table of Contents Comparison of years ended December 31, 2025 and 2024 Revenue The following table presents the components of our revenue for each of the periods indicated: Year ended December 31, Change 2025 2024 Amount Percent (dollars in thousands) Revenue Subscription solutions $ 255,623 $ 247,870 $ 7,753 3.1 % Partner and services 86,726 85,057 1,669 2.0 Total revenue $ 342,349 $ 332,927 $ 9,422 2.8 % Total revenue increased for the year ended December 31, 2025 from the year ended December 31, 2024, due to an increase in both subscription solutions and partner and services revenue.
Investing activities Net cash provided by investing activities during the year ended December 31, 2024 was $105.3 million. It consisted primarily of the sale and maturity of marketable securities of $205.2 million offset by the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $3.7 million and the purchase of marketable securities of $96.1 million.
Net cash provided by investing activities during the year ended December 31, 2024 was $105.3 million. It consisted primarily primarily of the sale and maturity of marketable securities of $205.2 million offset by the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $3.7 million and the purchase of marketable securities of $96.1 million.
The amounts involved may be material. We do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources. 48 Table of Contents Indebtedness 2028 Convertible Notes In August 2024, we issued $150.0 million in aggregate principal amount of the Company’s new 7.50 percent convertible senior notes due 2028 (the “2028 Convertible Notes”).
The amounts involved may be material. We do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources. Indebtedness 2028 Convertible Notes 50 Table of Contents In August 2024, we issued $150.0 million in aggregate principal amount of the Company’s new 7.50 percent convertible senior notes due 2028 (the “2028 Convertible Notes”).
Subscription solutions revenue consists of: (1) platform subscription fees and (2) recurring professional services. We generally recognize platform subscription fees and recurring professional services revenue in the month they are earned. We begin revenue recognition on the date that our service is made available to our customers.
Subscription solutions revenue consists primarily of: (1) platform subscription fees and (2) recurring professional services. We generally recognize platform subscription fees and recurring professional services revenue in the month they are earned. We begin revenue recognition on the date that our service is made available to our customers.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in “Risk Factors.” See “Special Note Regarding Forward-Looking Statements.” Investors and others should note that we announce material financial information to our investors using our investor relations website (investors.bigcommerce.com), SEC filings, press releases, public conference calls and webcasts.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly in “Risk Factors.” See “Special Note Regarding Forward-Looking Statements.” Investors and others should note that we announce material financial information to our investors using our investor relations website (investors.commerce.com), SEC filings, press releases, public conference calls and webcasts.
Annual revenue run-rate We calculate ARR at the end of each month as the sum of: (1) contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue, and (2) the sum of the trailing twelve-month non-recurring and variable revenue, which includes one-time partner integrations, one-time fees, payments revenue share, and any other revenue that is non-recurring and variable.
Annual revenue run-rate We calculate annual revenue run-rate (“ARR”) at the end of each month as the sum of: (1) contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue, and (2) the sum of the trailing twelve-month non-recurring and variable revenue, which includes one-time partner integrations, one-time fees, payments revenue share, and any other revenue that is non-recurring and variable.
Financing activities Net cash provided by (used in) financing activities during the year ended December 31, 2024 was ($114.0) million primarily consisting of repayment of convertible notes and financing obligations of $109.1 million, payment of issuance costs of $3.2 million related to the Convertible Notes, and taxes paid related to net share settlement of stock options and restricted stock units of $2.4 million.
Net cash used in financing activities during the year ended December 31, 2024 was $114.0 million primarily consisting of repayment of convertible notes and financing obligations of $109.1 million, payment of issuance costs of $3.2 million related to the Convertible Notes, and taxes paid related to net share settlement of stock options and restricted stock units of $2.4 million.
This decrease was due to lower yields on our cash equivalents and marketable securities in 2024 primarily as a result of less cash, cash equivalents, and marketable securities during the period. Interest expense increased for the year ended December 31, 2024 from December 31, 2023.
This decrease was due to lower yields on our cash equivalents and marketable securities in 2024 primarily as a result of less cash, cash equivalents, and marketable securities during the period. Interest expense increased for the year ended December 31, 2025 from December 31, 2024.
Fiscal Year Ended December 31, 2023 and 2022 For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023.
Fiscal Year Ended December 31, 2024 and 2023 For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Off-balance sheet arrangements We did not have any off-balance sheet arrangements as of December 31, 2024 or as of December 31, 2023. Critical accounting policies and estimates Our consolidated financial statements have been prepared in accordance with U.S. GAAP.
Off-balance sheet arrangements We did not have any off-balance sheet arrangements as of December 31, 2025 or as of December 31, 2024. Critical accounting policies and estimates Our consolidated financial statements have been prepared in accordance with U.S. GAAP.
As an example, some of our business metrics include annual revenue run-rate (“ARR”), subscription annual revenue run-rate (“Subscription ARR”), average revenue per account, and others are calculated as of the end of the last month of the reporting period.
As an example, some of our business metrics include annual revenue run-rate (“ARR”), subscription annual revenue run-rate (“Subscription ARR”), average revenue per account, and others are calculated as of the end of the last month and or the date of the reporting period.
The 2026 Convertible Notes accrue interest at a rate of 0.25 percent per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022.
Interest on the 2026 Convertible Notes accrues at a rate of 0.25 percent per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022.
We believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months. Additionally, with our 2026 Convertible Notes restructuring, there was a reduction in liquidity.
We believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months. Additionally, with our 2026 Convertible Notes restructuring in fiscal 2024, there was a reduction in our cash and cash equivalents.
Our future capital requirements will depend on many factors, including our growth rate, levels of revenue, the expansion of sales and marketing activities, market acceptance of our platform, the results of business initiatives including our efforts in transitioning our customers to annual billings, continued reduction in churn, the timing of new product introductions, the continued impact of the inflation on the global economy, market risk due to elevated interest rates, our business, financial condition, and results of operations.
Our future capital requirements will depend on many factors, including our growth rate, levels of revenue, market acceptance of our platform, the results of business initiatives including our efforts in transitioning our customers to annual billings, continued reduction in churn, the timing of new product introductions, the continued impact of the inflation on the global economy, market risk due to elevated interest rates, our business, financial condition, and results of operations.
Cash and cash equivalents consist of highly-liquid investments with original maturities of less than three months. Our restricted cash balance of $1.5 million and $1.1 million at December 31, 2024 and December 31, 2023, respectively, consists of security deposits for future chargebacks and amounts on deposit with certain financial institutions.
Cash and cash equivalents consist of highly-liquid investments with original maturities of less than three months. Our restricted cash balance of $1.9 million and $1.5 million at December 31, 2025 and December 31, 2024, respectively, primarily consists of security deposits for future chargebacks and amounts on deposit with certain financial institutions.
When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual 52 Table of Contents results. This may require us to revise our initial estimates which may materially affect our consolidated results of operations and financial position in the period the revision is made.
When estimating the fair value of facility restructuring activities, assumptions were applied regarding estimated sub-lease payments to be received, which can differ materially from actual results. This may require us to revise our initial estimates which may materially affect our consolidated results of operations and financial position in the period the revision is made.
Our success in transitioning our customer base from legacy month-to-month contracts to annual contracts has continued to result in better cash flow as these efforts have increased the timing of our cash receipts and reduced our overall subscription churn rate. Our operational short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation.
Our success in transitioning our customer base from legacy month-to-month contracts to annual contracts has continued to result in better cash flow as these efforts have increased the timing of our cash receipts. Our operational short-term liquidity needs primarily include working capital for sales and marketing, research and development, and continued innovation.
By expanding our lower-cost engineering in lower-cost international locations, we are increasing development capacity while also driving leverage in engineering cost as a percentage of total revenue.
By expanding our lower-cost engineering in lower-cost international locations and our use of AI, we are increasing development capacity while also driving leverage in engineering cost as a percentage of total revenue.
In addition, we believe we will achieve operating leverage in marketing by continuing to emphasize lower-cost inbound techniques and growth in customer referrals from our technology and agency partners, especially as our revenue mix continues to shift to our enterprise plans.
In addition, we believe we will achieve operating leverage in marketing by continuing to emphasize lower-cost inbound techniques and growth in customer referrals from our technology and agency partners, especially as our revenue mix continues to shift to our ideal customer profiles.
We recognize revenue on a net basis from revenue-sharing arrangements when the underlying transaction occurs. 42 Table of Contents We also generate revenue from non-recurring professional services that we provide to complement the capabilities of our customers and their agency partners. Our services help improve customers’ time-to-market and the success of their businesses using BigCommerce.
We recognize revenue on a net basis from revenue-sharing arrangements when the underlying transaction occurs. We also generate revenue from non-recurring professional services that we provide to complement the capabilities of our customers and their agency partners. Our services help improve customers’ time-to-market and the success of their businesses.
Cost of revenue Cost of revenue consists primarily of: (1) personnel-related costs (including stock-based compensation expense and associated payroll costs) for our customer success teams, (2) costs that are directly related to hosting and maintaining our platform, (3) fees for processing customer payments such as credit card processing charges, (4) personnel and other costs related to feed management, and (5) allocated costs, such as, amortization of purchased intangibles, depreciation, technology and facility costs.
Cost of revenue Cost of revenue consists primarily of: (1) personnel-related expenses (including stock-based compensation expense and associated payroll costs) for our customer success teams, (2) costs that are directly related to hosting and maintaining our platform, (3) fees for processing customer payments such as credit card processing charges, (4) personnel and other costs related to feed management, and (5) allocated overhead costs, such as technology and facility costs.
Interest expense 43 Table of Contents Interest expense consists primarily of the interest expense from the amortization of the debt issuance costs and coupon interest attributable to our 2028 and 2026 Convertible Notes with offsetting amortization of the debt premium related to the 2028 Convertible Notes. Other expenses Other expense primarily consists of foreign currency translation adjustments.
Interest expense Interest expense consists primarily of the interest expense from the amortization of the debt issuance costs and coupon interest attributable to our 2028 and 2026 Convertible Notes with offsetting amortization of the debt premium related to the 2028 Convertible Notes and capitalization of interest expense. Other expenses Other expense primarily consists of foreign currency translation adjustments.
The Company recognizes stock-based compensation expense over the performance period, if it is probable that the performance condition will be achieved. Adjustments to stock-based compensation expense are made, as needed, each reporting period based on changes in our estimate of the number of units that are probable of vesting.
The Company recognizes stock-based compensation expense on a straight-line basis over the service period, if it is probable that the performance condition will be achieved. Adjustments to stock-based compensation expense are made, as needed, each reporting period based on changes in our estimate of the number of units that are probable of vesting.
General and administrative General and administrative expenses consist primarily of: (1) personnel-related expenses (including stock-based compensation expense and associated payroll costs) for finance, legal and compliance, and human resources, (2) external professional services, and (3) allocated overhead costs, such as technology and facility costs.
General and administrative General and administrative expenses consist primarily of: (1) personnel-related expenses (including stock-based compensation expense and associated payroll costs) for finance, legal and compliance, human resources, and certain members of our executive team, (2) external professional services, and (3) allocated overhead costs, such as technology and facility costs.
Liquidity and capital resources We are committed to cash flow generation and cash management by focusing on operational discipline, and we continue to evaluate all of our spending to look for opportunities to drive improvements in cash flow.
Liquidity and capital resources We are committed to cash flow generation and cash management by focusing on operational efficiency and organization simplification, and we continue to evaluate all of our spending to look for opportunities to drive improvements in cash flow.
However, we believe as a result of the renegotiation and extension of the remaining obligation, we have decreased our overall debt leverage and better optimized our maturities. The restructuring of the convertible notes requires semi-annual interest payments and increases our contractual interest rate to 7.50 percent.
However, we believe as a result of the renegotiation and extension of the remaining obligation and through our operating efficiencies achieved through the 2025 realignment, we have decreased our overall debt leverage and better optimized our maturities. The restructuring of the convertible notes requires semi-annual interest payments and increases our contractual interest rate to 7.50 percent.
We grant PSUs which provide for shares of common stock to be earned based on our total stockholder return compared to the Russell 2000 index, and referred to as market-based awards. We value these market-based awards on the grant date using the Monte Carlo simulation model.
We grant PSUs to executive officers and other members of senior management which provide for shares of common stock to be earned based on our total stockholder return compared to the Russell 2000 index, and referred to as market-based awards. We value these market-based awards on the grant date using the Monte Carlo simulation model.
We also grant PSUs which provide for shares of common stock to be earned based on its attainment of our adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) and revenue relative to a target specified in the applicable agreement, and are referred to our performance-based awards.
We also grant PSUs to executive officers and other members of senior management which provide for shares of common stock to be earned based on its attainment of our adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”) and revenue relative to a target specified in the applicable agreement, and are referred to as our performance-based awards.
In addition, to the extent the Company incurs subordinated indebtedness pursuant to the terms of the Indenture, it will be required to secure the 2028 Convertible Notes, subject only to prior security interests in favor of lenders under any senior secured revolving credit facility, if then outstanding. 2026 Convertible Notes In September 2021, we issued $345.0 million principal amount of 0.25 percent convertible notes due 2026 (the “2026 Convertible Notes”).
In addition, to the extent the Company incurs subordinated indebtedness pursuant to the terms of the Indenture, it will be required to secure the 2028 Convertible Notes, subject only to prior security interests in favor of lenders under any senior secured revolving credit facility, if then outstanding. 2026 Convertible Notes In September 2021, the Company issued $345.0 million aggregate principal amount of its 2026 Convertible Notes.
The determination of fair value is affected by our stock price and a number of assumptions including the expected volatility and the risk-free interest rate. We assume no dividend yield and recognizes stock-based compensation expense ratably from grant date over the performance period of the award.
The determination of fair value is affected by our stock price and a number of assumptions including the expected volatility and the risk-free interest rate. We assume no dividend yield and recognizes stock-based compensation expense on a straight-line basis from grant date over the service period of the award.
Additionally, we have seen meaningful growth in the lifetime value of our Feedonomics customers, driven by both higher engagement and the increase in the number and variety of stock keeping units ("SKU"s) available to them. The expansion of our Feedonomics SKU offerings has played a crucial role in both retaining existing customers and enabling their growth within our ecosystem.
Additionally, we have seen meaningful growth in the lifetime value of our Feedonomics customers, driven by both higher engagement and the increase in the number and variety of products available to them. The expansion of our Feedonomics offerings has played a crucial role in both retaining existing customers and enabling their 41 Table of Contents growth within our ecosystem.
We recognize revenue from Feedonomics’ technology platform and related services under service contracts which are generally one year or less, and in many cases month-to-month. These service types may be sold stand-alone or as part of a multi-service bundle 51 Table of Contents (e.g. both marketplaces and advertising).
We recognize revenue from Feedonomics’ technology platform and related services under service contracts which are generally one year or less, and in many cases month-to-month. These service types may be sold stand-alone or as part of a multi-service bundle (e.g. both marketplaces and advertising). Services are performed and fees are determined based on monthly usage and are billed in arrears.
However, notwithstanding the foregoing, the Company may elect, at its option, that the sole 49 Table of Contents remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 2028 Convertible Notes for up to 180 days at a specified rate per annum not exceeding 0.50 percent on the principal amount of the 2028 Convertible Notes.
However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 2028 Convertible Notes for up to 180 days at a specified rate per annum not exceeding 0.50 percent on the principal amount of the 2028 Convertible Notes. 51 Table of Contents The 2028 Convertible Notes Indenture contains a number of restrictive covenants and limitations, including restrictions on the Company’s ability to incur certain indebtedness, as further described in the Indenture.
By continuously adding new features, tools, and integrations across our product suite, we have been able to meet the evolving needs of our customers, making it easier for them to expand their use of our platform and adopt additional solutions. As a result, we have experienced a marked increase in customer retention rates.
By continuously adding new features, tools, and integrations across our product suite, we have been able to meet the evolving needs of our customers, making it easier for them to expand their use of our platform and adopt additional solutions.
This consisted primarily of our net losses adjusted for certain non-cash items including depreciation, amortization of intangible assets, convertible note premium and convertible note issuance costs amortization, stock-based compensation, bad debt expense, impairment losses and accelerated depreciation associated with restructuring, gains on settlement of lease liabilities, gain on extinguishment of convertible notes, and the effect of changes in working capital.
This consisted primarily of our net losses adjusted for certain non-cash items including depreciation, amortization of 49 Table of Contents intangible assets, convertible note premium and convertible note issuance costs amortization, stock-based compensation, bad debt expense, gain on extinguishment of convertible notes, and the effect of changes in working capital.
Equity-based compensation We measure stock-based compensation for stock options at fair value on the date of grant using the Black-Scholes option pricing model. Compensation cost is recognized on a straight-line basis over the requisite service period.
The adoption had no impact on our financial statements. 52 Table of Contents Equity-based compensation We measure stock-based compensation for stock options at fair value on the date of grant using the Black-Scholes option pricing model. Compensation cost is recognized on a straight-line basis over the requisite service period.
Partner revenue that is not directly linked to customer usage of a partner’s solution is allocated based on each customer’s share of total platform GMV.
We allocate partner revenue, where applicable, primarily based on each customer’s share of GMV processed through that partner’s solution. Partner revenue that is not directly linked to customer usage of a partner’s solution is allocated based on each customer’s share of total platform GMV.
Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate.
Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate. 45 Table of Contents Results of operations The following table summarizes our historical consolidated statement of operations data.
We enter into contracts with our strategic technology partners that are generally for one year or longer. We generate revenue from these contracts in three ways: (1) revenue-sharing arrangements, (2) technology integrations, and (3) partner marketing and promotion.
Customers tailor their stores to meet their feature needs by integrating applications developed by our strategic technology partners. We enter into contracts with our strategic technology partners that are generally for one year or longer. We generate revenue from these contracts in three ways: (1) revenue-sharing arrangements, (2) technology integrations, and (3) partner marketing and promotion.
Sales and marketing Sales and marketing expenses consist primarily of: (1) personnel-related expenses (including stock-based compensation expense and associated payroll costs), (2) sales commissions, (3) marketing programs, (4) travel-related expenses, and (5) allocated overhead sales and support costs such as technology and facility costs.
Sales and marketing Sales and marketing expenses consist primarily of: (1) personnel-related expenses (including stock-based compensation expense and associated payroll costs), (2) sales commissions, (3) marketing programs, (4) travel-related expenses, and (5) allocated overhead costs, such as technology and facility costs. We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand.
With a synergistic combination of flexible platform capabilities, powerfully connected data, and visually captivating customer experiences, our BigCommerce, Feedonomics, and Makeswift technologies work together to help businesses transform commerce operations, elevate customer experiences, and optimize revenue across all channels.
With a synergistic combination of flexible platform capabilities, powerfully connected data, and visually captivating customer experiences, our unified platform helps businesses transform commerce operations, elevate customer experiences, and optimize revenue across all channels.
Each account’s partner 41 Table of Contents revenue allocation is calculated by taking the account’s trailing twelve-month partner revenue, then dividing by twelve to create a monthly average to apply to the applicable period in order to normalize ARPA for seasonality.
Each account’s partner revenue allocation is calculated by taking the account’s trailing twelve-month partner revenue, then dividing by twelve to create a monthly average to apply to the applicable period in order to normalize Enterprise ARPA for seasonality. The chart below illustrates Enterprise average revenue per account as of the periods ended.
Acquisition related expenses Acquisition related expenses consists of cash payments for third-party acquisition costs and other acquisition related expenses, including contingent compensation arrangements entered into in connection with acquisitions. Restructuring charges Restructuring charges consist primarily of severance benefits, right-of-use asset impairments, lease termination gain, software impairments, accelerated depreciation and amortization, and professional services costs.
Acquisition related expenses Acquisition related expenses consists of cash payments for third-party acquisition costs and other acquisition related expenses, including contingent compensation arrangements entered into in connection with acquisitions. Restructuring charges Restructuring charges consist primarily of severance payments, professional services, contract costs, accelerated depreciation of internal use software, exits of certain office leases, and other related costs.
This increase was the due to the exchange of 2026 Convertible Notes for 2028 Convertible Notes at a higher effective interest rate in the third quarter of 2024. Other expenses increased for the year ended December 31, 2024 from December 31, 2023. This increase was due to the impact of foreign currency exchange rates.
This increase was the due to the exchange of the 2026 Convertible Notes interest rate of 0.25 per annum for the 2028 Convertible Notes at a higher effective interest rate of 7.50 percent per annum in the third quarter of 2024. Other expenses increased for the year ended December 31, 2025 from December 31, 2024.
Net cash used in investing activities during the year ended December 31, 2023 was $2.8 million.
Investing activities Net cash used in investing activities during the year ended December 31, 2025 was $16.6 million.
This transaction resulted in a net gain on repurchases of debt of approximately $4.1 million, net of a $0.6 million write-off of unamortized debt issuance costs. Following the separate privately negotiated repurchases of approximately $59.1 million aggregate principal amount of the 2026 Convertible Notes, approximately $4.0 million principal amount of 2026 Convertible Notes remain outstanding.
This transaction resulted in a net gain on repurchases of debt of approximately $3.9 million, net $0.6 million write-off of unamortized debt issuance costs. As of December 31, 2025, approximately $4.1 million principal amount of 2026 Convertible Notes remain outstanding.
Year ended December 31, 2024 2023 2022 (in thousands) Net cash provided by (used in) operating activities $ 26,254 $ (24,243 ) $ (89,357 ) Net cash provided by (used in) investing activities 105,293 2,816 (116,526 ) Net cash provided by (used in) financing activities (114,036 ) 1,242 209 Net increase (decrease) in cash, cash equivalents and restricted cash $ 17,511 $ (20,185 ) $ (205,674 ) As of December 31, 2024, we had $179.6 million in cash, cash equivalents, restricted cash, and marketable securities, a decrease of $91.7 million compared to $271.3 million for the year ended December 31, 2023.
Year ended December 31, 2025 2024 2023 (in thousands) Net cash provided by (used in) operating activities $ 25,491 $ 26,254 $ (24,243 ) Net cash provided by (used in) investing activities (16,608 ) 105,293 2,816 Net cash provided by (used in) financing activities (53,076 ) (114,036 ) 1,242 Net increase (decrease) in cash, cash equivalents and restricted cash $ (44,193 ) $ 17,511 $ (20,185 ) As of December 31, 2025, we had $143.0 million in cash, cash equivalents, restricted cash, and marketable securities, a decrease of $36.6 million compared to $179.6 million for the year ended December 31, 2024.
As we continue to grow as a platform, we believe our ability to realize more favorable and expansive revenue share agreements will grow as well. We also grow by selling additional stores to existing customers. Our larger customers will often first use our platform to build a single online store that serves a single brand within their portfolio.
We also grow by selling additional stores to existing customers. Our larger customers will often first use our platform to build a single online store that serves a single brand within their portfolio.
Subsequent to December 31, 2024, we entered into separate, privately negotiated repurchase agreements with a limited number of holders of our outstanding 2026 Convertible Notes to repurchase approximately $59.1 million aggregate principal amount of the 2026 Convertible Notes for aggregate cash consideration of approximately $54.4 million, including accrued by unpaid interest of approximately $0.5 million on such 2026 Convertible Notes.
In February 2025, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of its outstanding 2026 Convertible Notes to repurchase approximately $59.1 million aggregate principal amount of its 2026 Convertible Notes for aggregate cash consideration of approximately $54.4 million, including accrued but unpaid interest.
Research and development Research and development expenses decreased for the year ended December 31, 2024 from December 31, 2023, primarily due to a decrease in staffing costs of $1.0 million, including stock-based compensation and associated payroll costs, and a decrease of $1.4 million in professional services.
Research and development Research and development expenses decreased for the year ended December 31, 2025 from December 31, 2024, primarily due to a decrease in staffing costs of $6.9 million, including stock-based compensation and associated payroll costs, and a decrease of $3.0 million in IT related costs and variable spend, offset by increases in other expenses such as professional services of $1.5 million and depreciation of $0.5 million.
Services are performed and fees are determined based on monthly usage and are billed in arrears. Allowance for credit losses We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible.
Allowance for credit losses We assess the collectability of outstanding accounts receivable on an ongoing basis and maintain an allowance for credit losses for accounts receivable deemed uncollectible.
It consisted primarily of the cash paid for the acquisition of $7.9 million, the purchases of marketable securities of $228.3 million and the purchases of property, equipment, leasehold improvements, and capitalized internal-use software of $4.2 million, offset by the maturity of marketable securities of $243.2 million.
It consisted of the purchase of marketable securities of $92.8 million, purchase of property, equipment, leasehold improvements and capitalized internal-use software of $8.6 million, and cash paid for the website domain name of $2.4 million offset by the sale and maturity of marketable securities of $87.3 million.
Subscription annual revenue run-rate We calculate Subscription ARR at the end of each month as the sum of contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, product feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue.
The chart below illustrates Net Revenue Retention for the twelve months trailing as of: Trailing twelve months as of Sequential % Change December 31, 2025 95.2 % 0.7 % September 30, 2025 94.5 0.0 June 30, 2025 94.5 (0.5 ) March 31, 2025 95.0 0.0 December 31, 2024 95.0 (0.0 ) Subscription annual revenue run-rate We calculate Subscription ARR at the end of each month as the sum of contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue.
Components of results of operations Revenue We generate revenue from two sources: (1) subscription solutions revenue and (2) partner and services revenue. Subscription solutions revenue consists primarily of platform subscription fees from plans and recurring professional services. Subscription solutions are typically charged annually for our customers to sell their products and process transactions on our platform.
Subscription solutions revenue consists primarily of platform subscription fees from plans and recurring professional services. Subscription solutions are typically charged annually for our customers to sell their products and process transactions on our platform. Subscription solutions are generally charged per online store and are based on the store’s subscription plan.
Results of operations The following table summarizes our historical consolidated statement of operations data. The period-to-period comparison of operating results is not necessarily indicative of results for future periods.
The period-to-period comparison of operating results is not necessarily indicative of results for future periods.
These customers can then expand their usage of our platform by launching additional stores to serve additional brands, geographies, or use cases (e.g., B2B in addition to B2C).
These customers can then expand their usage of our platform by launching additional stores to serve additional brands, geographies, or use cases (e.g., B2B in addition to B2C). We continue to invest in product innovation, platform functionality, and customer success initiatives to support retention and drive increased adoption across our unified Commerce platform.
Merchants have full access to the functionality of our platform upon contract execution, and revenue is recognized ratably over the contract life. Our retail plans are generally month-to-month contracts. Monthly subscription fees for Enterprise plans are adjusted if a customer’s GMV or orders processed are outside of specified plan thresholds on a trailing twelve-month basis.
Our retail plans are generally month-to-month contracts. Monthly subscription fees for Enterprise plans are adjusted if a customer’s GMV or orders processed are outside of specified plan thresholds on a trailing twelve-month basis. Fixed monthly fees and any transaction charges related to subscription solutions are recognized as revenue in the month they are earned.
Retention and growth of our existing customers We believe our long-term revenue growth is correlated with the growth of our existing customers’ commerce businesses. We continue to invest in product functionality to maximize customer success and retention. Our revenue grows with that of our customers.
Retention and growth of our existing customers We believe our long-term revenue growth is correlated with our ability to retain customers and expand their adoption of our platform. We continue to invest in product functionality to maximize customer success and retention, including investing in our technology to mitigate customer churn.
We expect that general and administrative expenses will likely decrease as a percentage of revenue in the near term due to reductions in headcount related costs relating to the 2024 Restructure. Amortization of intangible assets Amortization of intangible assets increased for the year ended December 31, 2024 from December 31, 2023.
We expect general and administrative expenses as a percentage of revenue to decrease in the near term primarily as a result of initiatives implemented to optimize operational costs and efficiencies in connection with the 2025 Restructure. Amortization of intangible assets Amortization of intangible assets decreased for the year ended December 31, 2025 from December 31, 2024.
Subscription solutions are generally charged per online store and are based on the store’s subscription plan. Our Enterprise plan contracts are generally for a fixed term of 12 to 36 months and are non-cancelable. Our pricing strategy provides enterprise merchants a discount for a period of time from their contractual obligations.
Our Enterprise plan contracts are generally for a fixed term of 12 to 36 months and are non-cancelable. Our pricing strategy provides enterprise merchants a discount for a period of time from their contractual obligations. Merchants have full access to the functionality of our platform upon contract execution, and revenue is recognized ratably over the contract life.
As our customers’ online sales increase, our partner and services revenue generated by revenue-sharing agreements with our strategic technology partners increases as well. Our ability to retain and grow our customers’ commerce businesses often depends on the continued expansion of our platform and the capabilities of our strategic technology partners to provide revenue generating services to our customers.
Our ability to retain and grow our customers’ commerce businesses often depends on the continued expansion of our platform and the capabilities of our strategic technology partners to provide revenue generating services to our customers. We continually evaluate prospective and existing partners’ abilities to enhance the capabilities of our customers’ commerce businesses.
We will also invest in and grow our business by acquiring additional customers to our platform, growing our revenue with existing customers, and expanding our presence in new markets while maintaining a focus on profitability.
We also intend to grow our business by acquiring new customers, expanding adoption and usage among existing customers, mitigating churn, and selectively expanding our presence in new markets, while maintaining a disciplined focus on operating efficiency and profitability.
These service types may be sold stand-alone or as part of a multi-service bundle (e.g. both marketplaces and advertising) and are billed monthly in arrears. We generate partner revenue from our technology application ecosystem. Customers tailor their stores to meet their feature needs by integrating applications developed by our strategic technology partners.
Through Feedonomics, we provide feed management solutions under service contracts which are generally one year or less and, in many cases, month-to-month. These service types may be sold stand-alone or as part of a multi-service bundle (e.g. both marketplaces and advertising) and are billed monthly in arrears. We also generate partner revenue from our technology application ecosystem.
We measure stock-based compensation for restricted stock units (RSUs) based on the fair market value of the common stock on the grant date. RSUs typically vest in equal installments over a four-year period, subject to continued service, and compensation expense is recognized straight-line over the requisite service period, net of estimated forfeitures.
RSUs typically vest over a four-year period either (i) in equal annual installments, or (ii) 25 percent on the one-year anniversary of the grant date with the remaining 75 percent vesting in equal quarterly installments thereafter, in each case, subject to continued service. Stock-based compensation expense is recognized straight-line over the requisite service period, net of estimated forfeitures.
Provision for income taxes Our provision for income taxes increased approximately $1 million for the year ended December 31, 2024 from December 31, 2023. This increase was due to additional state and foreign tax expense. Cash flows The following table sets forth a summary of our cash flows for the periods indicated.
This increase was due to the impact of foreign currency exchange rates. Provision for income taxes Our provision for income taxes increased approximately $0.2 million for the year ended December 31, 2025 from December 31, 2024. This increase was due to additional state tax expense in fiscal 2025.
Our partner ecosystem is also central to our business strategy. We believe we possess one of the deepest and broadest ecosystems of integrated technology solutions in the ecommerce industry. We strategically partner with, rather than compete against, the leading providers in adjacent categories, including payments, shipping, point of sale, content management systems, customer relationship management, enterprise resource planning, and omnichannel.
We strategically partner with, rather than compete against, the leading providers in adjacent categories, including payments, shipping, point of sale, content management systems, customer relationship management, enterprise resource planning, and omnichannel. Our partner-centric strategy stands in contrast to our largest competitors, which operate complex software stacks that compete across categories.
Our ability to offer more tailored solutions through a broader range of SKUs has allowed us to build stronger, more personalized relationships with customers, which in turn has 40 Table of Contents contributed to reduced churn. In particular, customers who have adopted multiple SKUs or upgraded to higher-tier plans have shown increased satisfaction and longer subscription periods.
Our ability to offer more tailored solutions through a broader range of product offerings has allowed us to build stronger, more personalized relationships with customers, which in turn has contributed to reduced churn.
Research and development Research and development expenses consist primarily of personnel-related expenses (including stock-based compensation expense and associated payroll costs) incurred in maintaining and developing enhancements to our ecommerce platform and allocated overhead costs. Software development costs associated with internal use software which are incurred during the application development phase and meet other requirements are capitalized.
Research and development Research and development expenses consist primarily of personnel-related expenses (including stock-based compensation expense and associated payroll costs) incurred in maintaining and developing enhancements to our ecommerce platform, optimization of AI-powered data and flexible storefront creation, and allocated overhead costs, such as technology and facility costs.
We serve the SB market by providing commerce capabilities that meet their changing needs and increasingly complex use cases as they grow and scale up-market. We serve these lines of business with professional-grade commerce solutions, high-touch experiences and seamless integration, providing dependable, customizable, and scalable tools that drive growth and enable business agility.
We seek to serve the SB market through accessible onboarding, self-service capabilities, and integrations that allow them to add functionality over time. We serve these lines of business with professional-grade commerce solutions, high-touch experiences and seamless integration, providing dependable, customizable, and scalable tools that drive growth and enable business agility.
Our marketable securities balance of $89.3 million and $198.4 million at December 31, 2024 and December 31, 2023, respectively, consists of investments in corporate and U.S. treasury securities.
Our marketable securities balance of $96.8 million and $89.3 million at December 31, 2025 and December 31, 2024, respectively, consists of investments in corporate and U.S. treasury securities. We maintain cash account balances in excess of Federal Deposit Insurance Corporation (FDIC) insured limits.
We analyze grouped customers by similar risk profiles, along with the invoiced accounts receivable portfolio and unbilled accounts receivable for significant risks, historical collection activity, and an estimate of future collectability to determine the amount that we will ultimately collect. This estimate is analyzed annually and adjusted as necessary.
In order to determine the allowance, we analyze grouped customers by similar risk profiles, along with the invoiced accounts receivable portfolio, the age of the outstanding balance and historical write-offs, and unbilled accounts receivable for significant risks and historical collection activity.
Cost of revenue, gross profit, and gross margin The following table presents our cost of revenue, gross profit, and gross margin for each of the periods indicated: Year ended December 31, Change 2024 2023 Amount Percent (dollars in thousands) Cost of revenue $ 77,589 $ 74,202 $ 3,387 4.6 % Gross profit 255,338 235,192 20,146 8.6 Gross margin percentage 76.7 % 76.0 % 45 Table of Contents Cost of revenue increased $3.4 million, or 4.6 percent, to $77.6 million for the year ended December 31, 2024 from $74.2 million for the year ended December 31, 2023, primarily as a result of higher hosting costs of $3.1 million.
Cost of revenue, gross profit, and gross margin percentage The following table presents our cost of revenue, gross profit, and gross margin percentage for each of the periods indicated: Year ended December 31, Change 2025 2024 Amount Percent (dollars in thousands) Cost of revenue $ 72,752 $ 77,589 $ (4,837 ) (6.2 ) % Gross profit 269,597 255,338 14,259 5.6 Gross margin percentage 78.7 % 76.7 % Cost of revenue decreased for the year ended December 31, 2025 from the year ended December 31, 2024.
We continually evaluate prospective and existing partners’ abilities to enhance the capabilities of our customers’ commerce businesses. We add new partners and expand existing partner relationships to enhance the utility of our platform, while creating new opportunities to expand our revenue share in partner and services revenue.
We add new partners and expand existing partner relationships to enhance the utility of our platform, while creating new opportunities to expand our revenue share in partner and services revenue. As we continue to grow as a platform, we believe our ability to realize more favorable and expansive revenue share agreements will grow as well.
Net cash provided by financing activities during the year ended December 31, 2023 was $1.2 million primarily consisting of an increase in net debt of $0.7 million and issuance of shares of common stock pursuant to the exercise of stock options and restricted stock units of $0.5 million.
Financing activities Net cash used in financing activities during the year ended December 31, 2025 was $53.1 million primarily consisting of repayment of convertible notes and financing obligations, including convertible notes issuance costs of $54.7 million, and taxes paid related to net share settlement of stock options and restricted stock units of $2.0 million, offset by $3.6 million of proceeds from exercise of stock options.
Business metrics We review the following business metrics to measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. Increases or decreases in our business metrics may not correspond with increases or decreases in our revenue.
We focus our research and development investments in our core product with an emphasis on composability, empowering our customers to grow and scale on their terms. Business metrics We review the following business metrics to measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.
Operating expenses The following tables present our operating expenses for each of the periods indicated: Year ended December 31, Change 2024 As a % of Total Revenue 2023 As a % of Total Revenue Amount Percent (dollars in thousands) Sales and marketing $ 129,602 38.9 % $ 140,230 45.3 % $ (10,628 ) (7.6 ) % Research and development 80,879 24.3 83,460 27.0 (2,581 ) (3.1 ) General and administrative 61,794 18.6 58,838 19.0 2,956 5.0 Amortization of intangible assets 9,736 2.9 8,422 2.7 1,314 15.6 Acquisition related expenses 1,334 0.4 10,252 3.3 (8,918 ) (87.0 ) Restructuring charges 13,677 4.1 6,434 2.1 7,243 112.6 Total operating expenses 297,022 89.2 % $ 307,636 99.4 % $ (10,614 ) (3.5 ) % Sales and marketing Sales and marketing expenses decreased for the year ended December 31, 2024 primarily due to a decrease of $6.4 million in personnel-related costs, including stock-based compensation expense and associated payroll costs as part of the 2024 Restructure, and a decrease of $4.5 million in variable marketing spend due to efforts to reduce expenditures including the 2024 Restructure.
Operating expenses The following tables present our operating expenses for each of the periods indicated: Year ended December 31, Change 2025 As a % of Total Revenue 2024 As a % of Total Revenue Amount Percent (dollars in thousands) Sales and marketing $ 136,968 40.0 % $ 129,602 38.9 % $ 7,366 5.7 % Research and development 73,021 21.3 80,879 24.3 (7,858 ) (9.7 ) General and administrative 55,863 16.3 61,794 18.6 (5,931 ) (9.6 ) Amortization of intangible assets 8,475 2.5 9,736 2.9 (1,261 ) (13.0 ) Acquisition related expenses 444 0.1 1,334 0.4 (890 ) (66.7 ) Restructuring charges 11,043 3.2 13,677 4.1 (2,634 ) (19.3 ) Total operating expenses $ 285,814 83.4 % $ 297,022 89.2 % $ (11,208 ) (3.8 ) % 47 Table of Contents Sales and marketing Sales and marketing expenses increased for the year ended December 31, 2025 from the year ended December 31, 2024.
Partner and services revenue increased $4.9 million, or 6.2 percent, to $85.1 million for the year ended December 31, 2024 from $80.1 million for the year ended December 31, 2023, primarily as a result of increases in revenue- sharing activity offset by decreases in stand ready hosting and integration activity.
Subscription solutions revenue increased primarily due to the increases in small business, enterprise, and Feedonomics customers. Partner and services revenue increased primarily as a result of increases in revenue-sharing activity offset by decreases in stand ready hosting and integration activity.
Enterprise Account metrics To measure the effectiveness of our ability to execute against our growth strategy, we calculate ARR attributable to Enterprise Accounts. We define Enterprise Accounts as accounts with at least one unique Enterprise plan subscription or an enterprise level feed management subscription (collectively “Enterprise Accounts”).
We define Enterprise Accounts as accounts with at least one unique Enterprise plan subscription or an enterprise level feed management subscription (collectively “Enterprise Accounts”). These accounts may have more than one Enterprise plan or a combination of Enterprise plans and non-enterprise plans.
We expect that research and development expenses will likely decrease as a percentage of revenue in the near term primarily due to reductions in headcount related costs relating to the 2024 Restructure. General and administrative General and administrative expenses increased for the year ended December 31, 2024 from December 31, 2023.
We expect research and development expenses as a percentage of revenue to increase as we continue to prioritize investment in our core offerings throughout fiscal year 2026. General and administrative General and administrative expenses decreased for the year ended December 31, 2025 from December 31, 2024.
We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand. We plan to increase our investment in sales and marketing by executing our go-to-market strategy globally and building our brand awareness. Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers.
Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers which approximates three years.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign currency exchange risk All of our revenue and a majority of our expense and capital purchasing activities for the year ended December 31, 2024 were transacted in U.S. dollars. As we expand our sales and operations internationally, we will be more exposed to changes in foreign exchange rates. Our international revenue is currently collected in U.S. dollars.
Biggest changeForeign currency exchange risk All of our revenue and a majority of our expense and capital purchasing activities for the year ended December 31, 2025 were transacted in U.S. dollars. Our international revenue is currently collected in U.S. dollars. In the future, we expect that our international sales will be primarily denominated in U.S. dollars.
An immediate increase or decrease in interest rates of 100 basis points at December 31, 2024 could result in a $1.3 million market value reduction or increase of the same amount. In August 2024, we issued the 2028 Convertible Notes with an aggregate principal amount of $150.0 million, the full amount of which is outstanding as of December 31, 2024.
An immediate increase or decrease in interest rates of 100 basis points at December 31, 2025 could result in a $1.0 million market value reduction or increase of the same amount. In August 2024, we issued the 2028 Convertible Notes with an aggregate principal amount of $150.0 million, the full amount of which is outstanding as of December 31, 2025.
We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents or an event of default by the issuers of the corporate debt securities we hold. 53 Table of Contents
We are exposed to credit risk in the event of default by the financial institutions holding our cash and cash equivalents or an event of default by the issuers of the corporate debt securities we hold.
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In the future, as we expand into additional international jurisdictions, we expect that our international sales will be primarily denominated in U.S. dollars.

Other CMRC 10-K year-over-year comparisons