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Commerce.com, Inc.

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Business Summary

Commerce.com, Inc. operates an open, intelligent ecosystem of technology solutions designed to empower businesses to unlock data potential and deliver seamless, personalized experiences at scale . The company's platform supports various business models, including business-to-consumer (B2C), business-to-business (B2B), and small businesses (SB) . The platform provides infrastructure for online storefronts, catalog and order management, product data distribution, and digital content development across multiple channels . The company changed its corporate name from BigCommerce Holdings, Inc. to Commerce.com, Inc. on July 31, 2025, reflecting its evolution into a multi-product commerce technology provider and its role as the parent entity for its product lines .

The company's core business model revolves around generating revenue from two primary sources: subscription solutions revenue and partner and services revenue . Subscription solutions revenue primarily consists of platform subscription fees and recurring professional services, typically charged annually per online store based on the subscription plan . Partner and services revenue is derived from revenue-sharing arrangements, technology integrations, partner marketing and promotion, and non-recurring professional services . The company recognizes revenue on a net basis from revenue-sharing arrangements when the underlying transaction occurs, while other revenue is recognized on a gross basis .

The company's unified product portfolio includes BigCommerce, Feedonomics, and Makeswift . BigCommerce is described as a flexible, enterprise-grade software-as-a-service (SaaS) ecommerce platform built for performance and extensibility, featuring an open, API-first architecture that supports both traditional and headless deployments . Feedonomics is a product data management and syndication platform that optimizes and distributes product data across various channels, including marketplaces, advertising channels, search engines, social platforms, and AI-driven discovery surfaces, while also supporting order synchronization and workflow automation . Makeswift is a visual site-building tool that enables teams to create and manage digital experiences with speed and control through an intuitive visual interface . These offerings collectively support customers at different stages of digital commerce maturity and allow them to adopt additional capabilities as their operations expand .

For the fiscal year ended December 31, 2025, Commerce.com, Inc. reported total revenue of $342,349 thousand . Gross profit for the period was $269,597 thousand , resulting in a gross margin percentage of 78.7% . The company incurred a loss from operations of $(16,217) thousand and a net loss of $(19,342) thousand . Basic net loss per share was $(0.24) . Cash and cash equivalents stood at $44,258 thousand , with restricted cash of $1,905 thousand and marketable securities of $96,838 thousand . Total current liabilities were $108,186 thousand , and total convertible notes (net of current portion) amounted to $153,012 thousand .

Comparing the fiscal year ended December 31, 2025, to the prior year, total revenue increased by $9,422 thousand , or 2.8% , from $332,927 thousand in 2024. Subscription solutions revenue grew by $7,753 thousand , or 3.1% , to $255,623 thousand , while partner and services revenue increased by $1,669 thousand , or 2.0% , to $86,726 thousand . Gross profit increased by $14,259 thousand , or 5.6% , and the gross margin percentage improved from 76.7% in 2024 to 78.7% in 2025. Operating expenses decreased by $11,208 thousand , or 3.8% , from $297,022 thousand in 2024 to $285,814 thousand in 2025. Net loss improved from $(27,030) thousand in 2024 to $(19,342) thousand in 2025.

During the fiscal year ended December 31, 2025, the company undertook a restructuring plan, the "2025 Restructure," to realign its workforce and optimize operational costs . This resulted in restructuring charges of $11,043 thousand . The company also repurchased approximately $59.1 million aggregate principal amount of its 2026 Convertible Notes for approximately $54.4 million in cash, resulting in a net gain on repurchases of debt of approximately $3.9 million . Additionally, in January 2025, the company entered into a sublease agreement for approximately six years to relocate its Austin headquarters .

Business Outlook

Commerce.com, Inc. 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's strategy prioritizes durable revenue growth through improved customer retention, increased product adoption, and product expansion among its existing customer base . It also intends to grow its business by acquiring new customers, mitigating churn, and selectively expanding its presence in new markets, while maintaining a disciplined focus on operating efficiency and profitability .

The company's AI strategy is centered on delivering practical, merchant-facing outcomes, including improved product discoverability, higher conversion rates, and more intelligent storefront and shopping experiences . Feedonomics is positioned as a product data enrichment and syndication layer to distribute structured product data across various channels, including AI-enabled discovery surfaces, to help merchants remain visible and competitive . The open, modular platform allows merchants to adopt AI-driven services such as intelligent merchandising, dynamic pricing, agent-assisted support, and automated fulfillment at their own pace .

The company expects to incur additional costs relating to the 2025 Restructure of approximately $3.0 million to $6.6 million through fiscal 2026, primarily related to relocation and retention benefits and professional services costs . Management anticipates that cost of revenue as a percentage of revenue will remain consistent in future periods, and gross margin percentage is also expected to remain consistent . Sales and marketing expenses are projected to decrease, both in absolute dollars and as a percentage of revenue, in the near term due to initiatives implemented to optimize operational costs and efficiencies from the 2025 Restructure . General and administrative expenses as a percentage of revenue are also expected to decrease in the near term for similar reasons . However, research and development expenses as a percentage of revenue are expected to increase as the company prioritizes investment in its core offerings throughout fiscal year 2026 .

The company's new BigCommerce payments offering is expected to launch in fiscal year 2026 . This offering is designed to provide an integrated payment processing option for small and mid-sized customers, aiming to enhance overall monetization of GMV, improve customer retention, and introduce modern payments capabilities in a scalable, capital-efficient manner .

Risk Factors

The company faces several material risks, including a history of operating losses, with a net loss of $19.3 million for the year ended December 31, 2025, and an accumulated deficit of $641.0 million . Restructuring activities, such as the 2025 Restructure, which incurred charges of $11,043 thousand , may disrupt business and not yield intended results. The rebranding initiative to Commerce.com, Inc. involves costs and may not be favorably received, potentially affecting brand recognition and customer acquisition . Intense competition from well-established companies and new market entrants, some with greater financial resources, could harm the company's ability to add and retain customers . Technological advances in AI may disrupt the ecommerce and SaaS industry, reducing demand for services if the company fails to develop and integrate AI effectively . Data security incidents or failures to protect confidential information, including personal information of customers and their shoppers, could harm reputation and expose the company to material financial penalties and legal liability . Dependence on third-party data hosting and transmission services means increases in cost or service interruptions could impair platform delivery . Interruptions or performance problems with the company's technology or infrastructure could lead to service outages and customer dissatisfaction . The company identified a material weakness in internal controls over financial reporting related to information technology general controls in 2024 , which, if not sufficiently remediated, could impair accurate financial reporting . Failure to protect proprietary rights could impair competitive position and incur substantial costs . Legal proceedings, including intellectual property disputes, are costly and may subject the company to significant liability . Acquisitions or investments in other companies may divert management's attention and result in dilution to stockholders . Payment transactions on the platform subject the company to regulatory requirements and additional fees . The ability to use net operating losses to offset future taxable income may be limited by ownership changes . International operations expose the company to geopolitical crises, such as the Russian invasion of Ukraine, and other risks like currency exchange rate fluctuations and varying regulatory requirements . Changes in U.S. trade policy and tariffs could adversely affect business and financial results . The market price of the common stock has been volatile, and the company has no current plans to pay cash dividends . The 2028 Convertible Notes, with an aggregate principal amount of $150.0 million and a 7.50% interest rate, impose restrictions that may limit operating flexibility and require sufficient cash flow for interest payments .

Management Priorities

Management's message to shareholders emphasizes the company's strategic evolution into an open, AI-driven commerce ecosystem, unifying its BigCommerce, Feedonomics, and Makeswift products under the Commerce.com, Inc. brand . This rebranding reflects a structural integration designed to support AI-led composable commerce and align internal operations across product development, sales and marketing, and customer success . The company's strategic priorities include continued product innovation, expansion of strategic partnerships, and development of AI-driven commerce solutions to address complex merchant needs . Management also intends to grow the business by acquiring new customers, expanding adoption and usage among existing customers, mitigating churn, and selectively expanding international presence, all while maintaining a disciplined focus on operating efficiency and profitability . The company expects to incur additional costs related to the 2025 Restructure, estimated at approximately $3.0 million to $6.6 million through fiscal 2026, for relocation and retention benefits and professional services .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 1, Business — Overview
  3. [3] Item 1, Business — Overview
  4. [4] Item 1, Business — Overview
  5. [5] Item 7, MD&A — Components of results of operations — Revenue
  6. [6] Item 7, MD&A — Components of results of operations — Revenue
  7. [7] Item 7, MD&A — Components of results of operations — Revenue
  8. [8] Item 2, Summary of significant accounting policies — Revenue Recognition — Partner and services
  9. [9] Item 1, Business — Overview
  10. [10] Item 1, Business — Overview
  11. [11] Item 1, Business — Overview
  12. [12] Item 1, Business — Overview
  13. [13] Item 1, Business — Overview
  14. [14] Item 7, MD&A — Results of operations — Revenue
  15. [15] Item 7, MD&A — Results of operations — Gross profit
  16. [16] Item 7, MD&A — Results of operations — Gross margin percentage
  17. [17] Item 7, MD&A — Results of operations — Loss from operations
  18. [18] Item 7, MD&A — Results of operations — Net loss
  19. [19] Item 7, MD&A — Results of operations — Basic net loss per share
  20. [20] Item 7, MD&A — Cash flows
  21. [21] Item 7, MD&A — Cash flows
  22. [22] Item 7, MD&A — Cash flows
  23. [23] Item 7, MD&A — Consolidated Balance Sheets — Total current liabilities
  24. [24] Item 7, MD&A — Consolidated Balance Sheets — Convertible notes, net of current portion
  25. [25] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Revenue
  26. [26] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Revenue
  27. [27] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Revenue
  28. [28] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Revenue
  29. [29] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Revenue
  30. [30] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Revenue
  31. [31] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Revenue
  32. [32] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Revenue
  33. [33] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Revenue
  34. [34] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Gross profit
  35. [35] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Gross profit
  36. [36] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Gross margin percentage
  37. [37] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Gross margin percentage
  38. [38] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Total operating expenses
  39. [39] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Total operating expenses
  40. [40] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Total operating expenses
  41. [41] Item 7, MD&A — Comparison of years ended December 31, 2025 and 2024 — Total operating expenses
  42. [42] Item 7, MD&A — Results of operations — Net loss
  43. [43] Item 7, MD&A — Results of operations — Net loss
  44. [44] Item 7, MD&A — Restructuring charges
  45. [45] Item 7, MD&A — Restructuring charges
  46. [46] Item 7, MD&A — Gain on convertible note extinguishment
  47. [47] Item 7, MD&A — Gain on convertible note extinguishment
  48. [48] Item 7, MD&A — Gain on convertible note extinguishment
  49. [49] Item 2, Properties
  50. [50] Item 7, MD&A — Key factors affecting our performance — Leveraging artificial intelligence to drive value
  51. [51] Item 7, MD&A — Key factors affecting our performance — Retention and growth of our existing customers
  52. [52] Item 7, MD&A — Overview
  53. [53] Item 7, MD&A — Key factors affecting our performance — Leveraging artificial intelligence to drive value
  54. [54] Item 7, MD&A — Key factors affecting our performance — Leveraging artificial intelligence to drive value
  55. [55] Item 7, MD&A — Key factors affecting our performance — Leveraging artificial intelligence to drive value
  56. [56] Item 7, MD&A — Restructuring charges
  57. [57] Item 7, MD&A — Restructuring charges
  58. [58] Item 7, MD&A — Cost of revenue, gross profit, and gross margin percentage
  59. [59] Item 7, MD&A — Sales and marketing
  60. [60] Item 7, MD&A — General and administrative
  61. [61] Item 7, MD&A — Research and development
  62. [62] Item 7, MD&A — Expansion of growth initiatives
  63. [63] Item 7, MD&A — Expansion of growth initiatives
  64. [64] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  65. [65] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  66. [66] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  67. [67] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  68. [68] Item 1A, Risk Factors — Risks related to our industry and the economy
  69. [69] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  70. [70] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  71. [71] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  72. [72] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  73. [73] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  74. [74] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  75. [75] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  76. [76] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  77. [77] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  78. [78] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  79. [79] Item 1A, Risk Factors — Risks related to the growth and profitability of our business
  80. [80] Item 1A, Risk Factors — Risks related to our industry and the economy
  81. [81] Item 1A, Risk Factors — Risks related to our industry and the economy
  82. [82] Item 1A, Risk Factors — Risks related to owning our common stock
  83. [83] Item 1A, Risk Factors — General risk factors
  84. [84] Item 1A, Risk Factors — General risk factors
  85. [85] Item 1A, Risk Factors — General risk factors
  86. [86] Item 7, MD&A — Overview
  87. [87] Item 7, MD&A — Strategic Brand Unification
  88. [88] Item 7, MD&A — Overview
  89. [89] Item 7, MD&A — Overview
  90. [90] Item 7, MD&A — Restructuring charges
  91. [91] Item 7, MD&A — Restructuring charges

Analysis on 5/20/2026