Exhibit 99.1

Commerce Announces Third Quarter 2026 Financial Results

 

Total ARR of $357.6 Million, an Increase of 0.5% Versus Prior Year. GMV of $9.0 Billion, an Increase of 14% Versus Prior Year. Operating Cash Flow of $9.4 Million.
 

AUSTIN, Texas – November 5, 2026 – Commerce.com, Inc. (Nasdaq: CMRC), the open commerce ecosystem built to help merchants win as AI reshapes how customers discover and buy, today announced financial results for its third quarter ended September 30, 2026.

 

“Our third quarter results reflect another period of disciplined execution, with total ARR of $357.6 million, 14% GMV growth to $9.0 billion, and $9.4 million in operating cash flow,” said Travis Hess, CEO of Commerce. “Just as important, the strategic operating plan we initiated in September is driving greater efficiency and profitability while protecting investments in our highest-impact growth areas: product intelligence, AI-driven agentic commerce and the open architecture merchants need as commerce becomes increasingly distributed. We believe this disciplined approach positions Commerce to deliver stronger merchant outcomes and create long-term value for our customers and shareholders.”

Commerce also announced that Daniel Lentz, Chief Financial Officer and Chief Operating Officer, will depart the Company effective November 13, 2026 to pursue another opportunity. Tyler Duncan, currently Senior Vice President of Finance and Investor Relations, will serve as Interim Chief Financial Officer upon Mr. Lentz's departure. Duncan has led Commerce's financial planning and analysis, financial operations, capital markets, and investor relations functions over the past three years. Other members of the leadership team will assume Mr. Lentz's Chief Operating Officer responsibilities while the Board evaluates candidates for the permanent Chief Financial Officer and Chief Operating Officer roles.

"On behalf of the Board and our leadership team, I want to thank Daniel for his partnership, financial and operational stewardship, and contributions throughout his eight years at Commerce, including guiding our financial and operational strategy through our recent transformation," Hess added. "Tyler has been an integral leader in our finance organization. He has a deep understanding of our business, capital allocation priorities, and the investment community. We are confident he will provide continuity and help drive our next phase of disciplined execution and profitable growth."

 

 

Third Quarter Financial Highlights:

•
Total revenue was $84.2 million, down 2.1% compared to the three months ended September 30, 2025.
•
Total annual revenue run-rate (“ARR”) as of September 30, 2026 was $357.6 million, up 0.5% compared to September 30, 2025.
•
Subscription solutions revenue was $64.7 million, up 0.1% compared to the three months ended September 30, 2025.
•
Gross Merchandise Volume (GMV) was $9.0 billion, up 14% compared to the three months ended September 30, 2025.
•
Net Revenue Retention (NRR) was 94.7%, compared to 95.8% in the three months ended June 30, 2026 and 94.5% in the three months ended September 30, 2025.
•
GAAP gross margin was 74%, compared to 78% in the three months ended September 30, 2025.
•
Non-GAAP gross margin was 75%, compared to 79% in the three months ended September 30, 2025.

 

 

Other Key Business Metrics

 


Exhibit 99.1

•
Revenue in the United States declined by 3% compared to the three months ended September 30, 2025.
•
Revenue in EMEA grew by 7% and revenue in APAC declined by 9% compared to the three months ended September 30, 2025.

 

Income (Loss) from Operations and Non-GAAP Operating Income

•
GAAP loss from operations was ($1.8) million, compared to ($0.4) million in the three months ended September 30, 2025.
•
Non-GAAP operating income was $8.0 million, compared to $8.0 million in the three months ended September 30, 2025.
•
Non-GAAP operating margin was 9.5%, compared to 9.3% in the three months ended September 30, 2025.

 

 

GAAP Net Income (Loss), Non-GAAP Net Income and Earnings Per Share

•
GAAP net loss was ($3.2) million, compared to ($2.2) million in the three months ended September 30, 2025.
•
Non-GAAP net income was $6.6 million or 8% of revenue, compared to $6.2 million or 7% of revenue in the three months ended September 30, 2025.
•
GAAP basic net loss per share was ($0.04) based on 83.0 million weighted average shares outstanding, compared to ($0.03) based on 80.8 million weighted average shares outstanding in the three months ended September 30, 2025.
•
Non-GAAP basic net income per share was $0.08 based on 83.0 million weighted average shares outstanding, compared to $0.08 based on 80.8 million weighted average shares outstanding in the three months ended September 30, 2025.
•
Non-GAAP diluted net income per share was $0.08 based on 83.3 million dilutive shares, compared to $0.08 based on 81.3 million dilutive shares in the three months ended September 30, 2025.

 

Adjusted EBITDA

•
Adjusted EBITDA was $9.9 million, compared to $8.8 million in the three months ended September 30, 2025.

 

Cash

•
Cash, cash equivalents, restricted cash, and marketable securities totaled $162.8 million as of September 30, 2026.
•
For the three months ended September 30, 2026, net cash provided by operating activities was $9.4 million, compared to $10.6 million provided by operating activities for the same period in 2025.
•
Free cash flow of $5.7 million in the three months ended September 30, 2026, compared to $7.6 million in the three months ended September 30, 2025.

 

 

Business Highlights:

 

Corporate Highlights

 


Exhibit 99.1

•
In August, Emily Harnish joined Commerce as its Chief Marketing Officer. Emily has over 25 years of experience leading brand, demand generation, and go-to-market strategy for companies ranging from high-growth technology firms to Fortune 500 corporations.
•
In September, the Company announced a strategic operating plan designed to reduce costs and materially increase profitability and free cash flow. The plan, currently underway, increases efficiency while protecting investments in the products and capabilities that will drive future growth.
•
In September, Commerce announced Feedonomics Enrichment and BigCommerce Catalog Enrichment. These new capabilities help B2C and B2B merchants transform their catalogs into richer, AI-ready product intelligence at scale. The new enrichment capabilities form the cornerstone of Commerce’s agentic commerce solutions, a growing collection of products and capabilities designed to help merchants prepare their product data for agent-powered discovery, connect AI tools securely to their businesses and enable new shopping and store management experiences.
•
In October, the Company announced a partnership with Cloudflare that lets AI agents in a customer’s web browser search, compare and shop directly on BigCommerce merchants’ online stores with no setup required. The new functionality is turned on by default for eligible BigCommerce merchants.
•
In October, Commerce was recognized as a Challenger in the 2026 Gartner Magic Quadrant for Digital Commerce Platforms, marking the Company’s seventh consecutive year of recognition in the report.
•
Earlier this week, the Company announced that U.S. brands and retailers using Feedonomics now have early access to Amazon Shop Direct, an AI-powered program that helps shoppers find and buy products from stores across the web, directly from Amazon.com or the Amazon shopping app.

 

Customer Highlights

•
Bici Escapa, a multi-brand Spanish bicycle retailer and part of the Quadis Automotive group, migrated to BigCommerce B2B Edition on a Stencil build, delivered by agency Sinapsis. The launch spans seven storefronts across Spain, France, Germany, Italy, Portugal, a global English site and a tax-free channel, with Kit Builder Interactive powering bike configuration and bundling alongside payments via Stripe, PayPal, Klarna and a custom Cetelem app.
•
Simply Thank You, a UK gifting and hamper retailer, launched a new headless Catalyst and Makeswift storefront with B2B Edition, built in-house. They are supporting custom functionality including build-your-own hamper, gift card personalization and a delivery date selector, with Patchworks integrating their PRIAM back-end and payments through Stripe, plus BACS for B2B accounts.
•
Valley Vet Supply, a U.S. veterinary-founded retailer of pet and livestock supplies, migrated from a legacy platform to BigCommerce, delivered by partner Wasserman. Key integrations include Cloudflare O2O, Chase Orbital with OrderGroove, Vertex Tax, Celigo and Searchspring.
•
RatioParts, a German B2B distributor of spare parts for garden machinery, forestry equipment and small engines, launched on BigCommerce B2B Edition using Multi-Storefront across four German, English, French and Dutch storefronts, delivered by agency Unit-M.

 

 

Q4 and 2026 Financial Outlook:

 

For the fourth quarter of 2026, we currently expect:

•
Total revenue between $83.4 million and $86.4 million.
•
Non-GAAP operating income between $6.8 million and $8.8 million.

 

For the full year 2026, we currently expect:

•
Total revenue between $339.0 million and $342.0 million.

 


Exhibit 99.1

•
Non-GAAP operating income between $35.3 million and $37.3 million.

 

Our fourth quarter and 2026 financial outlook is based on a number of assumptions that are subject to change and many of which are outside our control. If actual results vary from these assumptions, our expectations may change. There can be no assurance that we will achieve these results.

 

We do not provide guidance for GAAP income (loss) from operations, the most directly comparable GAAP measure to Non-GAAP operating income, and similarly cannot provide a reconciliation between our forecasted Non-GAAP operating income and these comparable GAAP measures without unreasonable effort due to the unavailability of reliable estimates for certain items. We also do not provide guidance on Cash Flows from Operating Activities. These items are not within our control and may vary greatly between periods and could significantly impact future financial results.

 

In addition, we have provided a target of full-year Non-GAAP operating margin of at least 20% beginning in 2027 and estimated annualized Non-GAAP operating cost reductions of $60 million to $80 million under our strategic operating plan. A reconciliation of these forward-looking Non-GAAP measures to the most directly comparable GAAP measures is not available without unreasonable efforts due to the inherent difficulty of forecasting the timing and amount of stock-based compensation expense, restructuring charges and other excluded items, which could be material to our GAAP results. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K.

Conference Call Information

 

The financial results and business highlights will be discussed on a conference call and webcast scheduled at 7:00 a.m. CT (8:00 a.m. ET) on Thursday, November 5, 2026. The conference call can be accessed by dialing (833) 634-1254 from the United States and Canada or (412) 317-6012 internationally and requesting to join the “Commerce conference call.” The live webcast of the conference call can be accessed from Commerce’s investor relations website at http://investors.commerce.com.


Following the completion of the call through 11:59 p.m. ET on Thursday, November 12, 2026, a telephone replay will be available by dialing (855) 669-9658 from the United States, or (412) 317-0088 internationally with conference ID 4266677. A webcast replay will also be available at
http://investors.commerce.com for 12 months.

About Commerce

 

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

 

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “strategy”, “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our Q4 and fiscal 2026 financial outlook, our 2027

 


Exhibit 99.1

financial targets, expected cost savings and restructuring charges under our strategic operating plan, our share repurchase program, our leadership transition, and our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others, the anticipated benefits and opportunities related to our 2025 realignment and 2026 strategic operating plan and related restructuring initiatives may not be realized or may take longer to realize than expected, the departure of our Chief Financial Officer and Chief Operating Officer and related leadership transition may disrupt our business, our ability to pay the interest and principal on our indebtedness depends upon cash flows generated by our operating performance, our business would be harmed by any decline in new customers, renewals or upgrades, our limited operating history makes it difficult to evaluate our prospects and future results of operations, we operate in competitive markets, we may not be able to sustain our revenue growth rate in the future, our business would be harmed by any significant interruptions, delays or outages in services from our platform or certain social media platforms, and a cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks could negatively affect our business. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Reports on Form 10-Q, and the future quarterly and current reports that we file with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to Commerce.com, Inc. at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Commerce.com, Inc. assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

 

Use of Non-GAAP Financial Measures

We have provided in this press release certain financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Our management uses these Non-GAAP financial measures internally in analyzing our financial results and believes that use of these Non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar Non-GAAP financial measures. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial measures prepared in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. A reconciliation of our historical Non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.

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.

 

Gross Merchandise Volume (GMV)

 


Exhibit 99.1

Gross Merchandise Volume (“GMV”) represents the total dollar value of completed checkout transactions facilitated through the Commerce platform during the reporting period, including shipping and taxes. GMV is reported on a gross basis before deducting refunds or discounts. GMV is not a measure of revenue.

 

Net Revenue Retention (NRR)

Net Revenue Retention (“NRR”) measures our ability to retain and expand revenue from existing customers over time. NRR is calculated by dividing total billings and allocated partner revenue from a cohort of customers during the trailing twelve-month period by the total billings and allocated partner revenue from the same customer cohort in the corresponding prior-year period. NRR reflects the impact of customer expansion and contraction and excludes revenue from customers added after the prior twelve-month period.

Adjusted EBITDA

We define Adjusted EBITDA as our GAAP net income (loss), excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition-related costs, restructuring charges, depreciation, gain on convertible note extinguishment, interest income, interest expense, other expense, and our provision for income taxes. Acquisition-related costs include contingent compensation arrangements entered into in connection with acquisitions and achieved earnout related to an acquisition.
 

Restructuring charges include severance benefits, right-of-use asset impairments, lease termination gain, contract costs, accelerated depreciation, professional services costs, and other related costs.

 

Depreciation includes depreciation expenses related to the Company's fixed assets.

 

The most directly comparable GAAP measure is net income (loss).

Non-GAAP Operating Income

We define Non-GAAP operating income as our GAAP income (loss) from operations, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition-related costs, and restructuring charges. The most directly comparable GAAP measure is our income (loss) from operations.

 

Non-GAAP Net Income

We define Non-GAAP net income as our GAAP net income (loss), excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition-related costs, restructuring charges, and gain on convertible note extinguishment. The most directly comparable GAAP measure is our net income (loss).

 

Non-GAAP Basic and Diluted Net Income per Share

We define Non-GAAP basic and diluted net income (loss) per share as our Non-GAAP net income, defined above, divided by our basic and diluted GAAP weighted average shares outstanding, respectively. The most directly comparable GAAP measures are our basic, and diluted net income (loss) per share.

 

Free Cash Flow

 


Exhibit 99.1

We define free cash flow as net cash provided by operating activities, less purchases of capitalized internal-use software, leasehold improvements, and property and equipment, collectively referred to as capital expenditures, and cash paid for website domain name. The most directly comparable GAAP measure is net cash provided by operating activities.

 

BigCommerce®, the Commerce logo, and other brands are the trademarks or registered trademarks of Commerce.com Pty. Ltd. Third-party trademarks and service marks are the property of their respective owner.

 

 

Media Relations Contact Investor Relations Contact

Brad Hem Tyler Duncan

PR@commerce.com InvestorRelations@commerce.com

 

 


Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

September 30,

 

 

December 31,

 

 

 

2026

 

 

2025

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

    Cash and cash equivalents

 

$

92,545

 

 

$

44,258

 

    Restricted cash

 

 

1,164

 

 

 

1,905

 

    Marketable securities

 

 

69,093

 

 

 

96,838

 

    Accounts receivable, net

 

 

47,754

 

 

 

49,967

 

    Prepaid expenses and other assets, net

 

 

18,068

 

 

 

15,349

 

    Deferred commissions

 

 

4,556

 

 

 

6,045

 

Total current assets

 

 

233,180

 

 

 

214,362

 

Property and equipment, net

 

 

21,140

 

 

 

13,983

 

Operating lease, right-of-use-assets

 

 

5,342

 

 

 

7,090

 

Prepaid expenses and other assets, net of current portion

 

 

5,746

 

 

 

6,677

 

Deferred commissions, net of current portion

 

 

2,987

 

 

 

3,466

 

Intangible assets, net

 

 

6,952

 

 

 

11,286

 

Goodwill

 

 

51,927

 

 

 

51,927

 

Total assets

 

$

327,274

 

 

$

308,791

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

    Accounts payable

 

$

6,645

 

 

$

9,870

 

    Accrued liabilities

 

 

3,086

 

 

 

4,787

 

    Deferred revenue

 

 

68,828

 

 

 

59,576

 

    Convertible notes

 

 

4,060

 

 

 

4,037

 

    Operating lease liabilities

 

 

1,987

 

 

 

1,576

 

    Other liabilities

 

 

30,947

 

 

 

28,340

 

Total current liabilities

 

 

115,553

 

 

 

108,186

 

Convertible notes, net of current portion - related party

 

 

152,230

 

 

 

153,012

 

Operating lease liabilities, net of current portion

 

 

5,770

 

 

 

6,892

 

Other liabilities, net of current portion

 

 

1,395

 

 

 

1,347

 

Total liabilities

 

 

274,948

 

 

 

269,437

 

Stockholders’ equity

 

 

 

 

 

 

    Common stock

 

 

7

 

 

 

7

 

    Additional paid-in capital

 

 

691,922

 

 

 

680,153

 

    Accumulated other comprehensive income (loss)

 

 

(190

)

 

 

224

 

    Accumulated deficit

 

 

(639,413

)

 

 

(641,030

)

Total stockholders’ equity

 

 

52,326

 

 

 

39,354

 

Total liabilities and stockholders’ equity

 

$

327,274

 

 

$

308,791

 

 

 


Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$

84,245

 

 

$

86,029

 

 

$

255,598

 

 

$

252,832

 

Cost of revenue (1)

 

 

21,851

 

 

 

18,595

 

 

 

63,024

 

 

 

53,318

 

Gross profit

 

 

62,394

 

 

 

67,434

 

 

 

192,574

 

 

 

199,514

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing(1)

 

 

25,644

 

 

 

36,281

 

 

 

79,350

 

 

 

101,718

 

Research and development(1)

 

 

19,389

 

 

 

17,464

 

 

 

55,096

 

 

 

54,980

 

General and administrative(1)

 

 

13,791

 

 

 

12,141

 

 

 

42,189

 

 

 

41,640

 

Amortization of intangible assets

 

 

1,352

 

 

 

1,900

 

 

 

4,334

 

 

 

6,755

 

Acquisition related costs

 

 

0

 

 

 

0

 

 

 

0

 

 

 

444

 

Restructuring charges

 

 

4,021

 

 

 

83

 

 

 

4,936

 

 

 

3,609

 

Total operating expenses

 

 

64,197

 

 

 

67,869

 

 

 

185,905

 

 

 

209,146

 

Income (loss) from operations

 

 

(1,803

)

 

 

(435

)

 

 

6,669

 

 

 

(9,632

)

Gain on convertible note extinguishment

 

 

0

 

 

 

0

 

 

 

0

 

 

 

3,931

 

Interest income

 

 

1,316

 

 

 

1,184

 

 

 

3,717

 

 

 

3,655

 

Interest expense

 

 

(2,490

)

 

 

(2,478

)

 

 

(7,463

)

 

 

(7,543

)

Other expense

 

 

(145

)

 

 

(302

)

 

 

(558

)

 

 

(432

)

Income (loss) before provision for income taxes

 

 

(3,122

)

 

 

(2,031

)

 

 

2,365

 

 

 

(10,021

)

Provision for income taxes

 

 

(92

)

 

 

(212

)

 

 

(748

)

 

 

(957

)

Net income (loss)

 

$

(3,214

)

 

$

(2,243

)

 

$

1,617

 

 

$

(10,978

)

Basic net income (loss) per share

 

$

(0.04

)

 

$

(0.03

)

 

$

0.02

 

 

$

(0.14

)

Diluted net income (loss) per share

 

$

(0.04

)

 

$

(0.03

)

 

$

0.02

 

 

$

(0.14

)

Shares used to compute basic net income (loss) per share

 

 

82,954

 

 

 

80,756

 

 

 

82,545

 

 

 

79,911

 

Shares used to compute diluted net income (loss) per share

 

 

82,954

 

 

 

80,756

 

 

 

82,791

 

 

 

79,911

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Amounts include stock-based compensation expense and associated payroll tax costs, as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Cost of revenue

 

$

409

 

 

$

577

 

 

$

1,355

 

 

$

2,043

 

Sales and marketing

 

 

741

 

 

 

1,718

 

 

 

1,547

 

 

 

5,313

 

Research and development

 

 

1,332

 

 

 

2,046

 

 

 

4,201

 

 

 

7,828

 

General and administrative

 

 

1,932

 

 

 

2,104

 

 

 

5,497

 

 

 

4,005

 

 

 


Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(3,214

)

 

$

(2,243

)

 

$

1,617

 

 

$

(10,978

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

    Depreciation and amortization expense

 

3,367

 

 

 

2,725

 

 

 

9,268

 

 

 

10,851

 

    Amortization of discount on convertible notes

 

190

 

 

 

167

 

 

 

542

 

 

 

519

 

    Amortization of premium on convertible notes

 

(440

)

 

 

(414

)

 

 

(1,300

)

 

 

(1,224

)

    Accretion on marketable securities, net

 

(269

)

 

 

0

 

 

 

(1,136

)

 

 

0

 

    Stock-based compensation expense

 

4,327

 

 

 

6,327

 

 

 

12,333

 

 

 

18,772

 

    Provision for expected credit losses

 

816

 

 

 

(229

)

 

 

2,540

 

 

 

2,299

 

    Gain on convertible notes extinguishment

 

0

 

 

 

0

 

 

 

0

 

 

 

(3,931

)

    Real estate and software contract restructuring costs

 

773

 

 

 

0

 

 

 

773

 

 

 

0

 

    Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

      Accounts receivable

 

3,333

 

 

 

3,740

 

 

 

(130

)

 

 

(2,245

)

      Prepaid expenses and other assets

 

(1,789

)

 

 

(3,359

)

 

 

(1,900

)

 

 

(6,284

)

      Deferred commissions

 

(6

)

 

 

1,158

 

 

 

1,968

 

 

 

3,840

 

      Accounts payable

 

(2,662

)

 

 

1,012

 

 

 

(2,722

)

 

 

2,134

 

      Accrued and other liabilities

 

5,869

 

 

 

(1,772

)

 

 

1,725

 

 

 

(1,831

)

      Deferred revenue

 

(931

)

 

 

3,441

 

 

 

9,252

 

 

 

12,589

 

    Net cash provided by operating activities

 

9,364

 

 

 

10,553

 

 

 

32,830

 

 

 

24,511

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Cash paid for website domain name

 

0

 

 

 

0

 

 

 

0

 

 

 

(2,444

)

Purchase of capitalized internal-use software, leasehold improvements, and property and equipment

 

(3,628

)

 

 

(2,967

)

 

 

(12,955

)

 

 

(5,443

)

Maturity of marketable securities

 

30,000

 

 

 

40,500

 

 

 

73,000

 

 

 

82,079

 

Purchase of marketable securities

 

0

 

 

 

(44,329

)

 

 

(44,765

)

 

 

(84,846

)

    Net cash provided by (used in) investing activities

 

26,372

 

 

 

(6,796

)

 

 

15,280

 

 

 

(10,654

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

4

 

 

 

440

 

 

 

556

 

 

 

3,509

 

Taxes paid related to net share settlement of equity awards

 

(360

)

 

 

(550

)

 

 

(1,120

)

 

 

(1,901

)

Payment of convertible note issuance costs

 

0

 

 

 

0

 

 

 

0

 

 

 

(217

)

Repayment of convertible notes and financing obligation

 

0

 

 

 

0

 

 

 

0

 

 

 

(54,528

)

    Net cash used in financing activities

 

(356

)

 

 

(110

)

 

 

(564

)

 

 

(53,137

)

Net change in cash and cash equivalents and restricted cash

 

35,380

 

 

 

3,647

 

 

 

47,546

 

 

 

(39,280

)

Cash and cash equivalents and restricted cash, beginning of period

 

58,329

 

 

 

47,429

 

 

 

46,163

 

 

 

90,356

 

Cash and cash equivalents and restricted cash, end of period

$

93,709

 

 

$

51,076

 

 

$

93,709

 

 

$

51,076

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

 

 

 

    Cash paid for interest

$

0

 

 

$

0

 

 

$

5

 

 

$

0

 

    Cash paid for interest - related party

$

0

 

 

$

0

 

 

$

5,625

 

 

$

5,685

 

Noncash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

    Capital additions, accrued but not paid

$

664

 

 

$

805

 

 

$

664

 

 

$

805

 

    Right-of-use asset obtained in exchange for new operating lease liability

$

0

 

 

$

698

 

 

$

0

 

 

$

6,213

 

 

 

 


Exhibit 99.1

Commerce.com, Inc.

Disaggregation of Revenue

 

 

Disaggregated Revenue:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Subscription solutions

 

$

64,740

 

 

$

64,703

 

 

$

191,544

 

 

$

190,473

 

Partner and services

 

 

19,505

 

 

 

21,326

 

 

 

64,054

 

 

 

62,359

 

Revenue

 

$

84,245

 

 

$

86,029

 

 

$

255,598

 

 

$

252,832

 

 

Revenue by Geography:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

63,522

 

 

$

65,199

 

 

$

193,032

 

 

$

192,019

 

EMEA

 

 

11,331

 

 

 

10,597

 

 

 

33,778

 

 

 

30,566

 

APAC

 

 

5,673

 

 

 

6,220

 

 

 

17,487

 

 

 

18,373

 

Rest of World

 

 

3,719

 

 

 

4,013

 

 

 

11,301

 

 

 

11,874

 

Revenue

 

$

84,245

 

 

$

86,029

 

 

$

255,598

 

 

$

252,832

 

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit 99.1

Commerce.com, Inc

Reconciliation of GAAP to Non-GAAP Results

(in thousands, except per share amounts)

(unaudited)

 

 

Reconciliation of Income (loss) from operations to Non-GAAP operating income:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,245

 

 

$

86,029

 

 

$

255,598

 

 

$

252,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

(1,803

)

 

$

(435

)

 

$

6,669

 

 

$

(9,632

)

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

4,414

 

 

 

6,445

 

 

 

12,600

 

 

 

19,189

 

 

Amortization of intangible assets

 

 

1,352

 

 

 

1,900

 

 

 

4,334

 

 

 

6,755

 

 

Acquisition related costs

 

 

0

 

 

 

0

 

 

 

0

 

 

 

444

 

 

Restructuring charges

 

 

4,021

 

 

 

83

 

 

 

4,936

 

 

 

3,609

 

 

Non-GAAP operating income

 

$

7,984

 

 

$

7,993

 

 

$

28,539

 

 

$

20,365

 

 

Non-GAAP operating income as a percentage of revenue

 

 

9.5

 

%

 

9.3

 

%

 

11.2

 

%

 

8.1

 

%

 

 

Reconciliation of net income (loss) & basic net income (loss) per share to Non-GAAP net income & Non-GAAP basic and diluted net income per share:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,245

 

 

$

86,029

 

 

$

255,598

 

 

$

252,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(3,214

)

 

$

(2,243

)

 

$

1,617

 

 

$

(10,978

)

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

4,414

 

 

 

6,445

 

 

 

12,600

 

 

 

19,189

 

 

Amortization of intangible assets

 

 

1,352

 

 

 

1,900

 

 

 

4,334

 

 

 

6,755

 

 

Acquisition related costs

 

 

0

 

 

 

0

 

 

 

0

 

 

 

444

 

 

Restructuring charges

 

 

4,021

 

 

 

83

 

 

 

4,936

 

 

 

3,609

 

 

Gain on convertible notes extinguishment

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(3,931

)

 

Non-GAAP net income

 

$

6,573

 

 

$

6,185

 

 

$

23,487

 

 

$

15,088

 

 

Basic net income (loss) per share

 

$

(0.04

)

 

$

(0.03

)

 

$

0.02

 

 

$

(0.14

)

 

Non-GAAP basic net income per share

 

$

0.08

 

 

$

0.08

 

 

$

0.28

 

 

$

0.19

 

 

Non-GAAP diluted net income per share

 

$

0.08

 

 

$

0.08

 

 

$

0.28

 

 

$

0.19

 

 

Shares used to compute basic income (loss) per share and basic Non-GAAP net income per share

 

 

82,954

 

 

 

80,756

 

 

 

82,545

 

 

 

79,911

 

 

Shares used to compute diluted Non-GAAP net income per share

 

 

83,260

 

 

 

81,311

 

 

 

82,791

 

 

 

80,901

 

 

Non-GAAP net income as a percentage of revenue

 

 

7.8

 

%

 

7.2

 

%

 

9.2

 

%

 

6.0

 

%

 

 


Exhibit 99.1

Reconciliation of net income (loss) to adjusted EBITDA:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,245

 

 

$

86,029

 

 

$

255,598

 

 

$

252,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(3,214

)

 

$

(2,243

)

 

$

1,617

 

 

$

(10,978

)

 

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

4,414

 

 

 

6,445

 

 

 

12,600

 

 

 

19,189

 

 

Amortization of intangible assets

 

 

1,352

 

 

 

1,900

 

 

 

4,334

 

 

 

6,755

 

 

Acquisition related costs

 

 

0

 

 

 

0

 

 

 

0

 

 

 

444

 

 

Restructuring charges

 

 

4,021

 

 

 

83

 

 

 

4,936

 

 

 

3,609

 

 

Depreciation

 

 

1,868

 

 

 

825

 

 

 

4,787

 

 

 

3,015

 

 

Gain on convertible notes extinguishment

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(3,931

)

 

Interest income

 

 

(1,316

)

 

 

(1,184

)

 

 

(3,717

)

 

 

(3,655

)

 

Interest expense

 

 

2,490

 

 

 

2,478

 

 

 

7,463

 

 

 

7,543

 

 

Other expenses

 

 

145

 

 

 

302

 

 

 

558

 

 

 

432

 

 

Provision for income taxes

 

 

92

 

 

 

212

 

 

 

748

 

 

 

957

 

 

Adjusted EBITDA

 

$

9,852

 

 

$

8,818

 

 

$

33,326

 

 

$

23,380

 

 

Adjusted EBITDA as a percentage of revenue

 

 

11.7

 

%

 

10.3

 

%

 

13.0

 

%

 

9.2

 

%

 

 

 

Reconciliation of Cost of revenue to Non-GAAP cost of revenue:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,245

 

 

$

86,029

 

 

$

255,598

 

 

$

252,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$

21,851

 

 

$

18,595

 

 

$

63,024

 

 

$

53,318

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

409

 

 

 

577

 

 

 

1,355

 

 

 

2,043

 

 

Non-GAAP cost of revenue

 

$

21,442

 

 

$

18,018

 

 

$

61,669

 

 

$

51,275

 

 

As a percentage of revenue

 

 

25.5

 

%

 

20.9

 

%

 

24.1

 

%

 

20.3

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit 99.1

Reconciliation of Sales and marketing expense to Non-GAAP sales and marketing expense:
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,245

 

 

$

86,029

 

 

$

255,598

 

 

$

252,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

25,644

 

 

$

36,281

 

 

$

79,350

 

 

$

101,718

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

741

 

 

 

1,718

 

 

 

1,547

 

 

 

5,313

 

 

Non-GAAP sales and marketing

 

$

24,903

 

 

$

34,563

 

 

$

77,803

 

 

$

96,405

 

 

As a percentage of revenue

 

 

29.6

 

%

 

40.2

 

%

 

30.4

 

%

 

38.1

 

%

 

 

 

Reconciliation of Research and development expense to Non-GAAP research and development expense:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,245

 

 

$

86,029

 

 

$

255,598

 

 

$

252,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

19,389

 

 

$

17,464

 

 

$

55,096

 

 

$

54,980

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

1,332

 

 

 

2,046

 

 

 

4,201

 

 

 

7,828

 

 

Non-GAAP research and development

 

$

18,057

 

 

$

15,418

 

 

$

50,895

 

 

$

47,152

 

 

As a percentage of revenue

 

 

21.4

 

%

 

17.9

 

%

 

19.9

 

%

 

18.6

 

%

 

 

Reconciliation of General and administrative expense to Non-GAAP general and administrative expense:

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

84,245

 

 

$

86,029

 

 

$

255,598

 

 

$

252,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$

13,791

 

 

$

12,141

 

 

$

42,189

 

 

$

41,640

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

1,932

 

 

 

2,104

 

 

 

5,497

 

 

 

4,005

 

 

Non-GAAP general and administrative

 

$

11,859

 

 

$

10,037

 

 

$

36,692

 

 

$

37,635

 

 

As a percentage of revenue

 

 

14.1

 

%

 

11.7

 

%

 

14.4

 

%

 

14.9

 

%

 

 

 

 

 

 

 


Exhibit 99.1

Reconciliation of net cash provided by operating activities to free cash flow:
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

9,364

 

 

$

10,553

 

 

$

32,830

 

 

$

24,511

 

Cash paid for website domain name

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(2,444

)

Purchase of capitalized internal-use software, leasehold improvements, and property and equipment

 

 

(3,628

)

 

 

(2,967

)

 

 

(12,955

)

 

 

(5,443

)

Free cash flow

 

$

5,736

 

 

$

7,586

 

 

$

19,875

 

 

$

16,624

 

 

 

Annual revenue run-rate (ARR) as of:

 

(in thousands)

 

September 30,
2026

 

 

June 30,
2026

 

 

March 31,
2026

 

 

December 31,
2025

 

 

September 30,
2025

 

Total ARR

 

$

357,578

 

 

$

360,525

 

 

$

359,827

 

 

$

359,136

 

 

$

355,716

 

 

 

 

Gross Merchandise Volume (GMV) for the three months ended:
 

(in millions)

 

Three months ended

 

 

Sequential % Change

 

 

September 30, 2026

 

$

9,023

 

 

 

2.8

 

%

June 30, 2026

 

 

8,779

 

 

 

6.3

 

 

March 31, 2026

 

 

8,257

 

 

 

(6.7

)

 

December 31, 2025

 

 

8,852

 

 

 

12.0

 

 

September 30, 2025

 

 

7,901

 

 

 

2.6

 

 

 

 

Net Revenue Retention (NRR) for the twelve months trailing as of:

 

 

 

Trailing twelve months as of

 

 

Sequential % Change

 

 

September 30, 2026

 

 

94.7

 

%

 

(1.1

)

%

June 30, 2026

 

 

95.8

 

 

 

0.4

 

 

March 31, 2026

 

 

95.4

 

 

 

0.2

 

 

December 31, 2025

 

 

95.2

 

 

 

0.7

 

 

September 30, 2025

 

 

94.5

 

 

 

0.0

 

 

 

 

Subscription annual revenue run-rate as of:
 

(in thousands)

 

September 30,
2026

 

 

June 30,
2026

 

 

March 31,
2026

 

 

December 31,
2025

 

 

September 30,
2025

 

Subscription ARR

 

$

269,158

 

 

$

270,284

 

 

$

270,191

 

 

$

272,411

 

 

$

268,617