Other Information
−Removed: (a) Item 2.05 Costs Associated with Exit or Disposal Activities
−Removed: 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.
−Removed: Item 2.06 Material Impairments.
−Removed: The information referred to in Item 2.05 is incorporated by reference into this Item 2.06.
−Removed: Item 5.02 Departure of Directors or Certain Officers;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers
−Removed: 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”).
−Removed: 25% of the Cash Bonus is payable to Mr.
−Removed: 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.
−Removed: Lentz on or as soon as practicable after September 30, 2025 (each a “Retention Date”), in each case, subject to Mr.
−Removed: Lentz’s continued employment with the Company through the applicable Retention Date.
−Removed: 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.
−Removed: Lentz’s continued employment with the Company through the applicable Retention Date.
−Removed: 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.
−Removed: Bellm on November 6, 2024.
−Removed: 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.
−Removed: (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 .
+Added: Table of Content
+Added: During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each such terms are defined in Item 408(a) of Regulation S-K.
Exhibit Index
5 unchanged sentences
September 1, 2023
+Added: Indenture, dated September 14, 2021 between Registrant and U.S Bank National Association
+Added: September 15, 2021
+Added: Form of certificate representing the 0.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1)
+Added: September 15, 2021
Indenture, dated as of August 7, 2024, between BigCommerce Holdings, Inc.
3 unchanged sentences
August 7, 2024
−Removed: Table of Content
−Removed: Exchange Agreement, dated as of July 31, 2024, between BigCommerce Holdings, Inc.
−Removed: and Lynrock Lake Master Fund LP.
−Removed: July 31, 2024
+Added: Form of Performance Unit Agreement
+Added: March 8, 2024
+Added: Sublease dated January 3, 2025
+Added: January 10, 2025
+Added: Amendment to Offer Letter dated March 5, 2025, by and between the Registrant and Travis Hess
+Added: March 5, 2025
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.
5 unchanged sentences
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+Added: Table of Content
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.
+Added: Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to this agreement have been omitted.
+Added: We hereby agree to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules.
Filed herewith.
−Removed: 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.
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.
−Removed: November 7, 2024
/s/ Travis Hess
Chief Executive Officer
−Removed: November 7, 2024
/s/ Daniel Lentz
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.