10-K: Commerce.com Narrows Losses, Boosts AI-Driven Commerce
Sentiment:
Annual Report
Commerce.com, Inc. reported a reduced net loss of $19.3 million for fiscal year 2025, driven by strategic rebranding and increased investment in AI-driven commerce solutions, while remediating a material weakness in internal controls.
Capital raiseIssued $150.0 million in aggregate principal amount of 7.50% convertible senior notes due 2028 in August 2024.Repurchased $59.1 million aggregate principal amount of 0.25% convertible senior notes due 2026 for approximately $54.4 million cash in February 2025.The company may seek to repurchase, redeem, or otherwise retire its Convertible Notes through cash repurchases and/or exchanges for equity securities in the future.The company may require additional funds and future financing may involve issuing additional equity securities (which would dilute stockholders) or incurring additional debt.
Better than expectedNet loss improved to $19.3 million in 2025 from $27.0 million in 2024, indicating a positive trend towards profitability.Total revenue increased by 2.8% year-over-year to $342.3 million, demonstrating continued top-line growth.Gross margin percentage improved to 78.7% in 2025 from 76.7% in 2024, reflecting enhanced operational efficiency.Gross Merchandise Volume (GMV) showed strong growth, increasing by 12.3% to $31.7 billion.Net Revenue Retention (NRR) improved to 95.2% as of December 31, 2025, from 95.0% in 2024, suggesting better customer retention and expansion.The material weakness in internal controls over financial reporting identified in 2024 was successfully remediated as of December 31, 2025, enhancing financial reporting reliability.
Summary
- Commerce.com, Inc. (formerly BigCommerce Holdings, Inc.) completed a strategic rebranding on July 31, 2025, unifying its BigCommerce, Feedonomics, and Makeswift products under the new parent brand and changing its Nasdaq ticker from BIGC to CMRC.
- The company reported a net loss of $19.3 million for the year ended December 31, 2025, an improvement from a net loss of $27.0 million in 2024 and $64.7 million in 2023.
- Total revenue increased by 2.8% to $342.3 million in 2025, up from $332.9 million in 2024.
- Gross profit rose to $269.6 million in 2025 from $255.3 million in 2024, with the gross margin percentage improving to 78.7% from 76.7%.
- Total operating expenses decreased by 3.8% to $285.8 million in 2025, down from $297.0 million in 2024, primarily due to restructuring initiatives and staffing cost reductions.
- Annual Revenue Run-rate (ARR) grew to $359.1 million as of December 31, 2025, compared to $349.6 million in 2024.
- Gross Merchandise Volume (GMV) increased by 12.3% to $31.7 billion in 2025 from $28.2 billion in 2024.
- Net Revenue Retention (NRR) improved to 95.2% as of December 31, 2025, up from 95.0% in 2024.
- The company successfully remediated a material weakness in its internal controls over financial reporting related to information technology general controls (ITGCs) as of December 31, 2025.
- In February 2025, Commerce.com repurchased approximately $59.1 million aggregate principal amount of its 0.25% convertible senior notes due 2026 for approximately $54.4 million in cash, resulting in a net gain of $3.9 million.
- As of December 31, 2025, the company had $150.0 million in 7.50% convertible senior notes due 2028 outstanding and $4.1 million of 0.25% convertible senior notes due 2026 outstanding.
- Cash, cash equivalents, restricted cash, and marketable securities totaled $143.0 million as of December 31, 2025, a decrease of $36.6 million from $179.6 million in 2024.
- Restructuring charges for 2025 were $11.0 million, with an estimated additional $3.0 million to $6.6 million expected through fiscal 2026.
Sentiment
Score: 7
Explanation: StockSavvy.ai views this filing positively due to improved financial performance (reduced net loss, revenue growth, margin expansion), strong operational metrics (GMV, NRR), and the successful remediation of a material internal control weakness. The strategic focus on AI and composable commerce also positions the company for future growth, despite ongoing restructuring costs and cash burn.
Positives
- Net loss significantly improved to $19.3 million in 2025 from $27.0 million in 2024 and $64.7 million in 2023, indicating progress towards profitability.
- Total revenue increased by 2.8% year-over-year to $342.3 million in 2025, demonstrating continued top-line growth.
- Gross margin percentage expanded to 78.7% in 2025 from 76.7% in 2024, reflecting increased efficiency in customer service staffing and spending.
- Total operating expenses decreased by 3.8% in 2025, driven by cost optimization and restructuring initiatives.
- Gross Merchandise Volume (GMV) showed robust growth, increasing by 12.3% to $31.7 billion in 2025.
- Net Revenue Retention (NRR) improved to 95.2% as of December 31, 2025, indicating better customer retention and expansion of revenue from existing customers.
- The company successfully remediated the material weakness in internal controls over financial reporting related to information technology general controls (ITGCs) identified in 2024.
- The strategic rebranding to Commerce.com, Inc. and unification of product lines (BigCommerce, Feedonomics, Makeswift) positions the company as a multi-product, AI-driven commerce technology provider.
- A gain of $3.9 million was realized from the repurchase of 2026 Convertible Notes in 2025.
- The company initiated 401(k) matching contributions for eligible U.S. employees as of January 1, 2025, enhancing employee benefits.
Negatives
- The company continues to report operating losses, with a net loss of $19.3 million in 2025, and has an accumulated deficit of $641.0 million.
- Restructuring charges of $11.0 million were incurred in 2025, with an additional $3.0 million to $6.6 million expected through fiscal 2026, impacting cash flows and profitability.
- Interest expense increased significantly by 65.7% to $10.0 million in 2025, primarily due to the higher effective interest rate of the 2028 Convertible Notes.
- Cash and cash equivalents decreased by $44.2 million in 2025, and total cash, cash equivalents, restricted cash, and marketable securities decreased by $36.6 million.
- Revenue from the APAC region decreased by 3.9% in 2025.
- One strategic partner accounted for 13% of total revenue in 2025 and 18% of accounts receivable, indicating a concentration risk.
- The market price of the company's common stock has been highly volatile, which could cause investment value to decline.
Risks
- A history of operating losses and uncertainty regarding the ability to achieve sustained profitability.
- Restructuring activities may cause business disruptions, higher costs, or lower-than-expected savings, and could negatively impact employee morale and productivity.
- The rebranding initiative involves costs and may not be favorably received, potentially affecting brand recognition, marketing effectiveness, and customer retention.
- Intense competition in the ecommerce solutions market from established companies and new entrants, potentially leading to pricing pressure and loss of market share.
- Dependence on a partner-centric strategy; failure to maintain or expand partner relationships could harm the business, reputation, and results of operations.
- Technological advances in AI may disrupt the ecommerce and SaaS industry, potentially reducing demand for services if the company cannot adapt or mitigate use risks.
- Failure to protect the security of personal information of customers or their shoppers, or experiencing a data security incident, could harm reputation and lead to material financial penalties and legal liability.
- Platform failures or inability to develop enhancements could lead to customer loss, performance claims, or significant costs.
- Increases in cost, interruptions in service, latency, or poor service from third-party data center providers could impair platform delivery.
- Inability to offer high-quality customer support could harm business and reputation.
- Compliance with evolving federal, state, and global laws and regulations related to data privacy, cross-border data transfers, and digital services involves significant expenditure and liability risk.
- Exposure to legal proceedings and litigation, including intellectual property disputes, which are costly and may subject the company to significant liability.
- Acquisitions or investments in companies may divert management attention, result in additional dilution to stockholders, or fail to achieve expected benefits.
- Payment transactions on the ecommerce platform subject the company to regulatory requirements, additional fees, and other risks.
- The ability to use net operating losses (NOLs) to offset future taxable income may be subject to limitations under Sections 382 and 383 of the U.S. Internal Revenue Code.
- If the platform does not operate effectively on mobile devices, customer and shopper satisfaction could be harmed.
- Activities of customers, their shoppers, and partners could damage the brand, subject the company to liability, and harm financial results.
- Providing the ecommerce platform to businesses in highly-regulated industries subjects the company to additional challenges and risks.
- Changes in tax laws or regulations could increase the cost of the platform and adversely impact the business.
- Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on business and financial results.
- The market price of the company's common stock has been volatile, which could cause the value of investments to decline.
- Failure to raise capital when needed could harm the business; debt or equity issued to raise additional capital may reduce the value of common stock.
- Failure to meet financial outlook or investment analyst expectations could cause the market price of common stock to decline.
- The requirements of being a public company may strain resources, increase costs, and distract management.
- Estimates of market opportunity and forecasts of market growth may prove inaccurate, and the business may fail to grow at similar rates.
- Loss of key members of the management or operations teams, or an inability to attract and retain highly skilled employees, could adversely affect the business.
- Failure to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs could make the platform less competitive.
- Unfavorable conditions in the industry or global economy, or reductions in IT spending, could limit business growth.
- Natural catastrophic events and man-made problems (e.g., power disruptions, computer viruses, global pandemics, data security breaches, terrorism) may disrupt the business.
- Indemnity provisions in various agreements potentially expose the company to substantial liability for intellectual property infringement, data protection, and other losses.
- Changes in subjective assumptions, estimates, and judgments by management related to complex accounting matters or changes in accounting principles could significantly affect financial condition.
- Failure to generate sufficient cash flow to service the interest rate of the 2028 Convertible Notes would adversely affect business, financial condition, and results of operations.
- Restrictive covenants in the 2028 Convertible Notes Indenture may limit current and future operating flexibility.
- Provisions in organizational documents and certain rules imposed by regulatory authorities may delay or prevent acquisition by a third party.
- Exclusive forum provisions in the charter may have the effect of discouraging lawsuits against directors and officers.
Future Outlook
Commerce.com plans to significantly increase its investment in research and development in fiscal year 2026, with a focus on embedding AI capabilities into its core commerce platform and extending Feedonomics as the data and infrastructure layer for agentic commerce. The company expects to launch a new BigCommerce payments offering in fiscal year 2026 to enhance GMV monetization and customer retention. Management anticipates that cost of revenue and gross margin percentage will remain consistent in future periods, while sales and marketing, and general and administrative expenses as a percentage of revenue are expected to decrease in the near term due to optimization initiatives. Research and development expenses as a percentage of revenue are expected to increase in fiscal year 2026. The company estimates additional costs related to the 2025 Restructure of $3.0 million to $6.6 million through fiscal 2026. Existing cash and cash flows from operating activities are believed to be sufficient for working capital and capital expenditure needs for at least the next twelve months.
Management Comments
- "We are positioned to become the leading provider of an open, AI-driven commerce ecosystem designed to help businesses operate, innovate, and grow as AI-driven and agentic commerce increasingly shape how buyers engage with merchants."
- "Our rebrand reflects both who we are today and our view of where digital commerce is going as we operate as a connected platform spanning storefronts, product data, and commerce experiences."
- "Our strategy differentiates us from competitors that seek to control the full commerce technology stack; we instead focus our innovation and investment on core commerce capabilities, data orchestration, and platform extensibility, while enabling merchants to select best-of-breed solutions that meet their specific needs."
- "Our focus remains on embedding AI deeply and responsibly across the commerce lifecycle, ensuring merchants remain discoverable, performant, and in control of their customer experience as the industry transitions toward an AI and agent led era of commerce."
- "We believe this versatility is a key differentiator in the market and positions us to capture value across a broad spectrum of ecommerce environments."
- "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."
Industry Context
StockSavvy.ai notes that Commerce.com's rebranding and strategic focus on AI-driven, composable commerce aligns with the broader industry trend of digital transformation and evolving consumer behavior. The shift towards AI-powered discovery and agentic surfaces, as well as the increasing demand for flexible, API-first platforms, positions Commerce.com to capitalize on these market dynamics. The company's partner-centric approach contrasts with vertically integrated competitors, potentially offering greater agility and access to best-of-breed solutions for merchants. The lagging but accelerating B2B ecommerce adoption also presents a significant growth opportunity, indicating the company is targeting relevant and expanding market segments.
Comparison to Industry Standards
- The filing does not provide specific comparisons to named comparable companies, projects, or global benchmarks. It generally states that the company competes with "larger companies that have acquired ecommerce platform solution providers" and "custom software internally developed within ecommerce businesses," but no specific metrics for direct comparison are offered.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| General Counsel | N/A | Chuck Cassidy | June 2, 2023 | New appointment |
| Chief Marketing Officer | N/A | N/A | N/A | Changes made in connection with the 2025 Restructuring (specific individuals not named in filing) |
| Chief Commercial Officer | N/A | N/A | N/A | Changes made in connection with the 2025 Restructuring (specific individuals not named in filing) |
| Chief Technology Officer | N/A | N/A | N/A | Changes made in connection with the 2025 Restructuring (specific individuals not named in filing) |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adoption | Adopted an Insider Trading Compliance Policy to govern securities trading by directors, officers, and employees. | N/A | Aims to prevent illegal insider trading, protect company reputation, and ensure compliance with securities laws. |
| Policy Adoption | Adopted a Policy for Recovery of Erroneously Awarded Compensation (Clawback Policy). | October 2, 2023 | Enables the company to recover incentive-based compensation from officers in the event of a financial restatement, aligning with regulatory requirements and enhancing accountability. |
| Board Oversight | Board of Directors and Audit Committee jointly oversee management's cybersecurity risk management program. | N/A | Provides integrated oversight of cybersecurity and data-privacy risk, with regular reports from management and briefings on cyber risk management. |
| Board Structure | The company's charter provides for a classified board of directors, divided into three classes with staggered three-year terms. | N/A | May delay or deter a merger or acquisition by making it more difficult for a third party to gain control of the board quickly. |
| Director Removal | Directors may only be removed for cause by the affirmative vote of at least 66 2/3% of the voting power of all outstanding capital stock entitled to vote. | N/A | Increases the difficulty for stockholders to remove directors, potentially entrenching current management and deterring hostile takeovers. |
| Vacancy Filling | Newly created directorships or vacancies on the board are filled only by the affirmative vote of a majority of the remaining directors. | N/A | Limits stockholder influence over board composition and can further entrench existing board members. |
| Business Combinations | Opted out of DGCL Section 203 but charter contains similar provisions restricting business combinations with interested stockholders for a three-year period, subject to certain exceptions. | N/A | Designed to deter hostile takeovers by making certain business combinations more difficult or expensive without board approval or a supermajority stockholder vote. |
| Special Stockholder Meetings | Special meetings of stockholders may be called only by a majority of the total number of directors, the chairman of the board, or the chief executive officer. | N/A | Restricts the ability of individual stockholders to call special meetings, limiting their power to influence corporate actions. |
| Stockholder Action by Written Consent | Action shall be taken by stockholders only at annual or special meetings; stockholders may not act by written consent. | N/A | Requires formal meetings for stockholder actions, preventing rapid changes via written consent and potentially slowing down activist investors. |
| Charter/Bylaw Amendments | Bylaws may be amended or repealed by a majority vote of the board or by the affirmative vote of holders of at least 66 2/3% of voting power. Certain charter provisions require 66 2/3% stockholder vote for amendment or repeal. | N/A | Supermajority voting requirements make it more difficult for stockholders to unilaterally amend key corporate governance documents. |
| Exclusive Forum | Charter designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain internal corporate claims and federal district courts for Securities Act claims. | N/A | Aims to provide increased consistency in the application of applicable law but may discourage lawsuits against directors and officers by centralizing litigation in specific jurisdictions. |
| Director Liability/Indemnification | Charter eliminates personal liability of directors for monetary damages for breach of fiduciary duty (except as not permitted by DGCL) and provides for indemnification and expense advancement for directors and officers. | N/A | Protects directors and officers from certain liabilities, potentially encouraging qualified individuals to serve but also limiting recourse for stockholders in some cases. |
Legal Proceedings
- Not presently a party to any legal proceedings that, if determined adversely, would individually or taken together have a material adverse effect on the business, results of operations, financial condition, or cash flows.
- May be subject to legal proceedings and claims in the ordinary course of business from time to time.
- Has received, and may in the future receive, claims from third parties asserting, among other things, infringement of their intellectual property rights.
Related Party Transactions
- Information regarding certain relationships and related transactions will be included in the definitive proxy statement for the 2026 annual meeting of stockholders, to be filed within 120 days after December 31, 2025.
Stakeholder Impact
- Shareholders: Potential for future dilution from equity issuances, volatility in stock price, and no anticipated cash dividends. The 2028 Convertible Notes and future financing could impact the value of common stock.
- Employees: Restructuring activities may lead to personnel attrition, reduced morale, and impact productivity. The company's ability to attract and retain highly skilled employees is crucial. The introduction of 401(k) matching contributions as of January 1, 2025, is a positive for U.S. employees.
- Customers: Benefit from continued investment in product functionality, AI-driven features, and an open, composable platform. However, potential for increased costs due to pricing model refinements and risks associated with data security incidents or platform failures remain.
- Partners: Continued reliance on strategic technology partners for platform functionality and revenue generation. Disruption to these relationships could negatively impact the business.
- Creditors: The company's ability to service its obligations under the Convertible Notes depends on future operating performance. Restrictive covenants in the 2028 Convertible Notes Indenture may limit operating flexibility.
Next Steps
- Significantly increase investment in research and development in fiscal year 2026, focusing on embedding AI capabilities into the core commerce platform and extending Feedonomics as the data and infrastructure layer for agentic commerce.
- Launch a new BigCommerce payments offering in fiscal year 2026, designed to enhance GMV monetization and customer retention.
- Incur additional costs related to the 2025 Restructure, estimated at $3.0 million to $6.6 million through fiscal 2026, relating to relocation and retention benefits and professional services costs.
- Continue to evaluate and refine pricing, packaging, and monetization models to better align value delivered with value captured across the product portfolio.
- Continue to invest in 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.
- File the definitive proxy statement for the 2026 annual meeting of stockholders within 120 days of December 31, 2025.
Key Dates
| Date | Description |
|---|---|
| 2020-07-31 | BigCommerce Holdings, Inc. 2020 Equity Incentive Plan adopted. |
| 2020-08-05 | Common stock initially listed on the Nasdaq Global Select Market under the symbol BIGC. |
| 2021-09-14 | Issued $345.0 million aggregate principal amount of 0.25% convertible senior notes due 2026. |
| 2022-04-01 | First semi-annual interest payment date for 2026 Convertible Notes. |
| 2023-06-02 | Chuck Cassidy's effective start date as General Counsel. |
| 2023-07-10 | Offer letter date for Chuck Cassidy. |
| 2023-10-02 | Effective date of the Policy for Recovery of Erroneously Awarded Compensation (Clawback Policy). |
| 2024-08-07 | Issued $150.0 million in aggregate principal amount of 7.50% convertible senior notes due 2028. |
| 2024-10-01 | First semi-annual interest payment date for 2028 Convertible Notes. |
| 2024-12-31 | Fiscal year end; material weakness in internal controls over financial reporting related to ITGCs identified. |
| 2025-01-01 | Company began matching 50% of the first 6% of eligible compensation contributed by U.S. employees to the 401(k) Plan. |
| 2025-01-03 | Entered into a sublease agreement for approximately six years to relocate its Austin headquarters. |
| 2025-02-01 | Repurchased approximately $59.1 million aggregate principal amount of 2026 Convertible Notes. |
| 2025-03-01 | Sublease for Austin headquarters commenced. |
| 2025-07-04 | The One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. |
| 2025-07-31 | Corporate name changed from BigCommerce Holdings, Inc. to Commerce.com, Inc. and ticker symbol changed from BIGC to CMRC. |
| 2025-12-31 | Fiscal year end; material weakness in internal controls over financial reporting remediated. |
| 2026-02-27 | Number of shares of common stock outstanding was 82.2 million. |
| 2026-03-02 | Date of filing of the Annual Report on Form 10-K. |
| 2026-10-07 | Earliest date the 2028 Convertible Notes may be redeemed at the company's option. |
| 2028-07-03 | Noteholders gain the right to convert their 2028 Convertible Notes at any time at their election. |
| 2028-10-01 | Maturity date for the 2028 Convertible Notes. |
| 2031-01-01 | Automatic increase provision for the 2020 Equity Incentive Plan share reserve continues through this date. |
| 2031-01-31 | Expiration of the Austin headquarters sublease. |
| 2034-01-01 | U.S. federal research and development tax credits begin to expire. |
| 2035-02-10 | Expiration date of one U.S. patent. |
| 2036-03-20 | Expiration date of another U.S. patent. |
| 2036-01-01 | Federal and state net operating loss carryforwards begin to expire. |
Recommendation
holdCommerce.com demonstrated improved financial performance in 2025 with a reduced net loss, revenue growth, and expanded gross margins, alongside strong GMV and NRR. The successful remediation of a material internal control weakness and a clear strategic focus on AI-driven composable commerce are positive indicators. However, the company continues to incur operating losses, faces ongoing restructuring costs, and operates in a highly competitive and evolving market. The increased interest expense from the new convertible notes and potential for future dilution also present considerations. A seasoned investor would likely maintain a "hold" position, observing the execution of the AI strategy and the path to sustained profitability before making a more aggressive move.
Keywords
Ecommerce, SaaS, AI, Digital Commerce, B2B, B2C, Small Business, Feedonomics, Makeswift, BigCommerce, CMRC, Nasdaq, Financial Technology, Cloud Platform, Data Management, Online Retail, Corporate Governance, Convertible Notes, Restructuring, Cybersecurity
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