Commerce.com, Inc. 10-Q

Item 5. Other Information (a) Item 2.05 Costs Associated with Exit or Disposal Activities The information set forth in Part I, Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key factors affecting our performance—2024 Restructure” above is incorporated herein by reference. Item 2.06 Material Impairments. The information referred to in Item 2.05 is incorporated by reference into this Item 2.06. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Effective as of November 4, 2024, the Compensation Committee of the Board of Directors approved certain retention payments for Daniel Lentz, the Company’s Chief Financial Officer, including (i) a cash retention bonus in an amount equal to $50,000 (the “Cash Bonus”) and (ii) a stock option to purchase 16,160 shares of the Company’s common stock with an exercise price per share equal to the fair market value of a share of Company common stock on November 11, 2024, the date of grant (the “Option”). 25% of the Cash Bonus is payable to Mr. Lentz on or as soon as practicable after each of December 31, 2024, and March 31, 2025, and 50% of the Cash Bonus is payable to Mr. Lentz on or as soon as practicable after September 30, 2025 (each a “Retention Date”), in each case, subject to Mr. Lentz’s continued employment with the Company through the applicable Retention Date. The Option will vest as to 25% of the Option shares on each of the first two Retention Dates and 50% on the third Retention Date, subject to Mr. Lentz’s continued employment with the Company through the applicable Retention Date. In connection with Brent Bellm ceasing to serve as the Company’s Chief Executive Officer as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2024 (the “8-K”), the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) with Mr. Bellm on November 6, 2024. The Separation Agreement contained the material terms described in the 8-K, with the addition of a 90-day extension of the post-termination exercise period of single stock option covering 900,000 shares of the Company’s common stock previously granted to Mr. Bellm. (b) None. (c) On September 6, 2024 , Brent Bellm , the Company's former Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the purchase of up to $ 50,000 of the Company’s common stock until January 27, 2025 . Item 6. Exhibits Exhibit Index Exhibit Incorporated by Reference Number Description Form File No. Exhibit Effective Date 3.1 Seventh Amended and Restated Certificate of Incorporation of the registrant. 8-K 001-39423 3.1 August 7, 2020 3.2 Second Amended and Restated Bylaws of the registrant. 8-K 001-39423 3.2 September 1, 2023 4.1 Indenture, dated as of August 7, 2024, between BigCommerce Holdings, Inc. and U.S. Bank Trust Company, National Association, as trustee 8-K 001-39423 4.1 August 7, 2024 4.2 Form of certificate representing the 7.5% Convertible Senior Notes due 2028 (included as Exhibit A to Exhibit 4.1) 8-K 001-39423 4.1 August 7, 2024 45 Table of Content 10.1# Exchange Agreement, dated as of July 31, 2024, between BigCommerce Holdings, Inc. and Lynrock Lake Master Fund LP. 8-K 001-39423 10.1 July 31, 2024 31.1** Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1† Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350c, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbases Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). † The certifications attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of BigCommerce Holdings, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. ** Filed herewith. # Confidential information has been omitted because it is both (i) not material and (ii) is the type of information that the Company treats as private or confidential pursuant to Item 601 (b)(10) of Regulation S-K. SIGNA TURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BigCommerce Holdings, Inc. Date: November 7, 2024 By: /s/ Travis Hess Travis Hess Chief Executive Officer Date: November 7, 2024 By: /s/ Daniel Lentz Daniel Lentz Chief Financial Officer 46