What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-08 · 207 added, 199 removed, 571 unchanged (42% of the section changed)

Financial Statements

BigCommerce Holdings, Inc.

Commerce.com, Inc.

Condensed Consolidated B alance Sheets

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BigCommerce Holdings, Inc.

Commerce.com, Inc.

Condensed Consolidated Statem ents of Operations

(in thousands, except per share amounts)

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Cost of revenue (1)

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Other expense

Income (loss) before provision for income taxes

Loss before provision for income taxes

Provision for income taxes

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

Cost of revenue

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BigCommerce Holdings, Inc.

Commerce.com, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Other comprehensive loss:

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BigCommerce Holdings, Inc.

Commerce.com, Inc.

Condensed Consolidated Statements o f Stockholders’ Equity

(in thousands)

For the three months ended March 31, 2025

For the three and six months ended June 30, 2025

Comprehensive

Stockholders’

Income/ (Loss)

Balance at December 31, 2024

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Balance at March 31, 2025

For the three months ended March 31, 2024

Proceeds from exercise of stock options

Release of restricted stock units

Stock-based compensation

Total other comprehensive loss

Balance at June 30, 2025

For the three and six months ended June 30, 2024

Comprehensive

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Balance at March 31, 2024

Proceeds from exercise of stock options

Release of restricted stock units

Issuance of common stock as consideration for an acquisition

Stock-based compensation

Total other comprehensive loss

Balance at June 30, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BigCommerce Holdings, Inc.

Commerce.com, Inc.

Condensed Consolidated Statem ents of Cash Flows

(in thousands)

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Cash flows from operating activities

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Deferred revenue

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities:

Cash paid for website domain name

Cash paid for acquisition

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

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Repayment of convertible notes and financing obligation

Net cash used in financing activities

Net cash provided by (used in) financing activities

Net change in cash and cash equivalents and restricted cash

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Capital additions, accrued but not paid

Fair value of shares issued as consideration for acquisition

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BigCommerce Holdings, Inc.

Commerce.com, Inc.

Notes to Condensed Consolidated Financial Statements

BigCommerce Holdings Inc.

("BigCommerce," the "Company," "us,""we," or "our") provides a software-as-a-service ("SaaS") ecommerce platform for retailers at all stages of ecommerce growth.

The Company's platform serves customers across a wide variety of sizes, industries, and product categories seeking to differentiate themselves in-market with more tailored commerce experiences.

The Company empowers businesses to turn digital transformation into a competitive advantage, and allows merchants to build their ecommerce solution their way with the flexibility to fit their unique business and product offerings.

The Company offers three core owned products— the flagship commerce platform, BigCommerce;

the AI-based product data feed management platform, Feedonomics;

and the brand and commerce site builder and visual editor, Makeswift.

These offerings provide a comprehensive platform for launching and scaling an ecommerce operation, including store design, catalog management, hosting, checkout, order management, reporting, and pre-integration into third-party services like payments, shipping, and accounting.

All of the Company’s stores run on a single code base and share a global, multi-tenant architecture purpose built for security, high performance, and innovation.

The Company’s platform serves stores in a wide variety of sizes, product categories, and purchase types, including business-to-consumer and business-to-business.

Subsequent to June 30, 2025, BigCommerce Holdings, Inc.

changed its corporate name to Commerce.com, Inc (the "Company") effective July 31, 2025.

This name change was approved by the Company's Board of Directors on July 21, 2025.

In connection with the corporate name change, the Company's ticker symbol on the Nasdaq Global Market will be changed from "BIGC" to "CMRC," effective as of the commencement of trading on or about August 1, 2025.

The name change reflects the Company's strategic transformation and ongoing evolution beyond its flagship commerce platform.

Commerce.com, Inc.

is the parent company behind BigCommerce, Feedonomics, and Makeswift, offering integrated, enterprise-grade solutions designed to meet the evolving needs of modern commerce.

The Company provides solutions for businesses to innovate and, grow with an AI-driven commerce ecosystem.

The Company's mission reflects a multi-product strategy and rebranding to accurately reflect the Company's role as a unified commerce platform.

The Company operates as a global, multi-tenant SaaS infrastructure that enables businesses of all sizes to launch and scale ecommerce operations with lower total cost of ownership and faster time to market.

The Company's strategy centers on openness, extensibility, and partner collaboration, distinguishing itself from closed platforms by prioritizing customer choice and aligning with best-in-class providers in payments, fulfillment, ERP, marketing, and other categories to ensure customers can compose the right solution for their business.

The Company believes the future of commerce is modular, intelligent, and user-controlled.

Unless otherwise indicated, all references to the "Company," "us," "we," or "our" in this Quarterly Report on Form 10-Q refer to Commerce.com, Inc., formerly known as BigCommerce Holdings, Inc.

Summary of significant accounting policies

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The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information.

In the opinion of management, there have been no significant changes from the significant accounting policies disclosed in Note 2 of the "Notes to Consolidated Financial Statements" included in our Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 27, 2025 (our "Annual Report").

In the opinion of management, there have been no material changes from the significant accounting policies disclosed in Note 2 of the "Notes to Consolidated Financial Statements" included in our Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2025 (our "Annual Report").

The accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation.

Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes in our Annual Report.

The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other period.

The results of operations for the three and six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other period.

Basis of consolidation

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The Company’s fiscal year ends on December 31.

References to "fiscal 2025," for example, refer to the fiscal year ended December 31, 2025.

References to "fiscal 2025," for example, refer to the fiscal year ending December 31, 2025.

Use of estimates

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• the allowance for credit losses;

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• constrained revenue;

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• incremental borrowing rate used in the measurement of lease liabilities;

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• the useful lives of intangible assets;

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ASU 2024-03 is effective for the Company's fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027.

The Company is currently assessing the impact this standard will have on the Company's consolidated financial statements but does not expect it to have a material impact on the consolidated financial statements.

The Company is currently assessing the impact this standard will have on the Company's consolidated financial statements.

ASU 2024-04, Induced Conversions of Convertible Debt Instruments (Subtopic 470)

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Other accounting standard updates effective for interim and annual periods beginning after December 31, 2024 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

The Company provides professional-grade commerce solutions for all types of customers at all stages of their ecommerce growth.

The Company conducts business as a single operating and reportable segment, which is based upon the Company's current organizational and management structure, as well as information used by the chief operating decisions makers (CODM) to allocate resources and assess company performance.

The Company empowers businesses to innovate, grow, and thrive by providing open, AI-driven commerce ecosystem.

Commerce.com is the AI-driven parent brand behind three core products of BigCommerce, Feedonomics, and Makeswift.

The Company conducts business as a single operating and reportable segment, which is based upon the Company's current organizational

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and management structure, as well as information used by the chief operating decisions makers (CODM) to allocate resources and assess company performance.

The Company’s CODM consist of the chief executive officer ("CEO") and the chief financial officer ("CFO"), who review the financial information presented on a consolidated basis for purposes of making operating decisions, allocate resources, and evaluate financial performance.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies in Note 2.

In accordance with ASC 280, the Company has determined that consolidated net loss, as reported on the consolidated statement of operations, is the key measure of profitability that is required to be reported as it is the measure determined in accordance with measurement principles most consistent with GAAP.

The CODM uses net loss to allocate resources and assess performance which

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enhances the CODM's ability to compare past financial performance with current financial performance and analyze business performance and trends.

In accordance with ASU 2023-07, Segment Reporting (Topic 280), the Company has determined that net loss, as reported on the consolidated statement of operations, is the key measure of profitability that is required to be reported as it is the measure determined in accordance with measurement principles most consistent with GAAP.

The CODM uses net loss to allocate resources and assess performance which enhances the CODM's ability to compare past financial performance with current financial performance and analyze business performance and trends.

This metric is used when monitoring budget versus actual results, and to assess the performance of the Company's strategic priorities of driving efficient revenue growth.

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Billing for revenues relating to the volume of transactions processed by the customer are generally billed a month in arrears, resulting in an unbilled receivable.

The accounts receivable balance at March 31, 2025 and December 31, 2024 included unbilled receivables of $ 11.2 million, and $ 15.5 million, respectively.

The accounts receivable balance at June 30, 2025 and December 31, 2024 included unbilled receivables of $ 13.5 million and $ 15.5 million, respectively.

The Company assesses the collectability of outstanding accounts receivable on an ongoing basis and maintains an allowance for credit losses for accounts receivable deemed uncollectible.

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Balance at March 31, 2025

Provision for expected credit losses

Write-offs charged against the allowance

Balance at June 30, 2025

Contract Assets

The Company records a contract asset when revenue recognized on a contract exceeds the billings.

Contract assets are recorded on the condensed consolidated balance sheets at the end of each reporting period in Prepaid expenses and other assets, net.

Contract assets are recorded on the condensed consolidated balance sheets at the end of each reporting period in Prepaid expenses and other assets, net of current portion.

Typically, contract assets arise from agreements that have tiered billings over the contract life, promotional billing periods, and partner and services revenue agreements that include substantive minimums.

Net contract assets were $ 4.3 million as of March 31, 2025 as compared to $ 5.0 million as of December 31, 2024.

Net contract assets wer e $ 3.2 million as of June 30, 2025 as compared to $ 5.0 million as of December 31, 2024.

The Company is exposed to credit losses primarily through sales of products and services to customers and partners.

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The Company analyzes the contract asset portfolio for significant risks by considering historical collection experience and forecasting future collectability to determine what will ultimately be collected from its customers and partners.

Delinquency level and customer type have been identified as the primary specific risk affecting the Company’s contract assets.

Delinquency level and customer type have been identified as the primary specific risk affecting the

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Company’s contract assets.

The estimate for losses is analyzed annually and adjusted as necessary.

The Company has provisioned $ 0.5 million for credit losses related to contract assets as of March 31, 2025 and December 31, 2024 .

The Company has provisioned $ 0.3 million and $ 0.5 million for credit losses related to contract assets as of June 30, 2025 and December 31, 2024, respectively.

Deferred commissions

The Company capitalizes certain sales commissions earned by the Company’s go-to-market teams as these commission payments are considered incremental and recoverable costs of obtaining a contract with a customer.

The Company capitalizes certain sales commissions earned by the Company’s sales and account management teams as these commission payments are considered incremental and recoverable costs of obtaining a contract with a customer.

The Company begins amortizing deferred commissions costs for a particular customer agreement once the revenue recognition criteria are met and amortizes those deferred costs over the expected period of customer benefit.

The Company amortizes deferred sales commissions ratably over the customer life, which is approximately 3 years.

The amortization of deferred commission is recorded in sales and marketing expense within the

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condensed consolidated statement of operations.

The amortization of deferred commission is recorded in sales and marketing expense within the condensed consolidated statement of operations.

The Company periodically reviews the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of the deferred costs.

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Amounts recognized from deferred revenue represent primarily revenue from the sale of subscription solutions, integration, and marketing services.

The Company recogni zed $ 22.0 million of previously deferred revenue during the three months ended March 31, 2025.

The Company experienced an increase in the deferred revenue balance as of March 31, 2025, compared to December 31, 2024, which was primarily driven by the Company's continued shift to annual billing cycles.

These increases were offset by the impact of amounts included in net contract assets due to timing differences between billings, revenue recognition and cash collections.

The Company recognized $ 10.0 million and $ 32.1 million of previously deferred revenue during the three and six months ended June 30, 2025.

The Company experienced an increase in the deferred revenue balance of $ 9.1 million as of June 30, 2025, compared to December 31, 2024, which was primarily driven by the Company's continued shift to annual billing cycles.

These increases w ere offset by the impact of amounts included in net contract assets due to timing differences between billings, revenue recognition and cash collections.

Revenue Recognition

Subscription solutions

Subscription solutions revenue consists primarily of platform subscription fees from all plans and recurring professional services.

Subscription solutions are typically charged annually for the Company’s customers to sell their products and process transactions on the Company’s platform.

Subscription solutions revenue consists primarily of subscription fees from all plans and recurring professional services.

Subscription solutions are typically charged annually for the Company’s customers to sell their products and process transactions on the BigCommerce platform.

Subscription solutions are generally charged per online store and are based on the store’s subscription plan.

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The Company utilizes a pricing structure that provides a discount to the contractual price for customers who have prepayment terms.

The total subscription fee is recognized on a straight-line basis over the term of the contract.

The total subscription fee and recurring professional services are recognized on a straight-line basis over the term of the contract.

In determining the amount of revenue to be recognized, the Company determines whether collection of the entire transaction price is probable.

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Subscription solutions includes revenue from Feedonomics.

Feedonomics provides a technology platform and related services that enables online retailers and other sellers to automate online listings of the sellers’ information across multiple third-party marketplaces and advertisers (such as Amazon, Alphabet, Meta, etc.).

Feedonomics provides a AI-based product data feed management platform and related services that enables online retailers and other sellers to automate online listings of the sellers’ information across multiple third-party marketplaces and advertisers.

The Company provides these services under service contracts which are generally one year or less, and in many cases month-to-month.

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Services are performed and fees are determined based on monthly usage and are billed in arrears.

Professional services, which primarily consist of education packages, launch services, solutions architecting, implementation consulting, and catalog transfer services, are generally billed and recognized as revenue when delivered.

Contracts with the Company’s retail customers are generally month-to-month, while contract terms with the Company’s enterprise customers generally range from one to three years .

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The Company's partner and services revenue includes revenue share, partner technology integrations, and marketing services provided to partners.

Revenue share relates to fees earned by the Company’s partners from customers using the Company’s platform, where the Company has an arrangement with such partners to share such fees as they occur.

Revenue share is recognized at the time the earning activity is complete, which is generally monthly and variable based on customer usage on the platform.

Revenue share primarily relates to fees earned by the Company’s partners from customers using the BigCommerce platform, where the Company has an arrangement with such partners to share such fees as they occur.

Revenue share is recognized at the time the earning activity is complete, which is generally monthly and variable based on customer usage.

Revenue for partner technology integrations is recorded on a straight-line basis over the life of the contract commencing when the integration has been completed.

Revenue for marketing services are recognized either at the time the earning activity is complete, or ratably over the length of the contract, depending on the nature of the obligations in the contract.

Revenue for marketing services are recognized either at the time the earning activity is complete, or ratably over the

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length of the contract, depending on the nature of the obligations in the contract.

Payments received in advance of services being rendered are recorded as deferred revenue and recognized when the obligation is completed.

The Company also derives revenue from the sales of website themes and applications upon delivery.

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Contracts with multiple performance obligations

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A performance obligation is a promise in a contract to transfer a distinct good or service to the customer.

Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment.

The Company’s subscription contracts are generally comprised of a single performance obligation to provide access to the Company’s platform, but can include additional performance obligations.

The Company’s subscription contracts are generally comprised of a single performance obligation to provide access to the BigCommerce platform, but can include additional performance obligations.

For contracts with multiple performance obligations where the contracted price differs from the standalone selling price (“SSP”) for any distinct service, the Company may be required to allocate the contract’s transaction price to each performance obligation using the Company’s best estimate of SSP.

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Remaining performance obligation

As of March 31, 2025, the Company ha d $ 177.1 million of remaining performance obligations, which represents contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods.

The Company's remaining performance obligations are contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods.

Remaining performance obligations are subject to future economic risks, including bankruptcies, regulatory changes and other market factors.

The Company expects to recognize 68 percent of the remaining performance obligations as revenue in the following 12 month period, and the remaining balance in the periods thereafter.

Remaining performance obligation consisted of the following:

(in thousands)

As of March 31, 2025

As of June 30, 2025

Cost of revenue

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Stock-based compensation

The Company issues stock options, restricted stock units (“RSUs”) and performance based restricted stock units (“PSUs”) to employees.

The Company issues stock options, restricted stock units (“RSUs”) and performance based restricted stock units (“PSUs”) to eligible employees and directors.

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The Company values stock options using the Black-Scholes option-pricing model at the date of grant and recognizes the related stock-based compensation expense on a straight-line basis over the service period, net of estimated forfeitures, which is typically four years .

The Company values RSUs at the closing market price on the date of grant.

RSUs typically vest in equal installments over a four-year period, subject to continued service, and compensation expense is recognized straight-line over the requisite service period.

The Company typically values RSUs at the closing market price on the date of grant.

RSUs typically vest in equal installments over a four-year period, subject to continued service, and stock-based compensation expense is recognized straight-line over the requisite service period.

The Company grants PSUs to executive officers and other members of senior management which provide for shares of common stock to be earned based on the Company's total stockholder return compared to the Russell 2000 index, and are referred to as market-based awards.

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The determination of fair value is affected by the Company's stock price and a number of assumptions including the expected volatility and the risk-free interest rate.

The Company assumes no dividend yield and recognizes stock-based compensation expense on a

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straight-line basis from grant date over the service period of the award.

The Company assumes no dividend yield and recognizes stock-based compensation expense on a straight-line basis from grant date over the service period of the award.

The market-based awards will cliff-vest at the end of the three-year period ranging from 0 percent to 200 percent of the target number of PSUs granted.

The Company also grants PSUs which provide for shares of common stock to be earned based on its attainment of the Company's adjusted earnings before interest, taxes, depreciation and amortization ("adjusted EBITDA") and revenue relative to a target specified in the applicable agreement, and are referred to as Company performance-based awards.

The Company values these awards at the closing market price on the date of grant.

The Company typically values these awards at the closing market price on the date of grant.

The vesting of Company performance-based awards is conditioned upon the achievement of certain targets and will vest in three annual tranches in a percentage of the target number of shares between 0 percent to 200 percent.

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Adjustments to stock based compensation expense are made, as needed, each reporting period based on changes in our estimate of the number of units that are probable of vesting.

Certain executives have legal rights related to their unvested equity awards through their change in control provision.

Certain executives have legal rights related to their unvested stock awards through their change in control provision.

Restructuring charges

Costs to restructure certain internal operations are accounted for as one-time termination and exit costs.

Costs to restructure certain internal operations are accounted for as termination and exit costs.

A liability for a cost associated with restructuring activities is recognized and measured at its estimated fair value in our condensed consolidated balance sheet in the period the liability is incurred.

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When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual results.

This may require us to revise our initial estimates which may materially affect our condensed consolidated results of operations and financial position in the period the revision is made.

This may require the Company to revise its initial estimates, which may materially affect the condensed consolidated results of operations and financial position in the period the revision is made.

Costs related to contracts without future benefit or contract termination are recognized at the earlier of the contract termination or the cease-use dates.

Additionally, restructuring charges include considerations of various capital alternatives or changes in business activities which include expenses related to the change in the Company's go-to-market strategy, asset abandonment costs, accelerated depreciation, software impairments, professional services, and other costs.

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Capitalized Interest

The Company capitalizes interest costs in accordance with ASC 835-20, Interest - Capitalization of Interest .

Capitalization of interest applies to qualifying assets that require a period of time to be prepared for their intended use, primarily internal-use software development projects.

The amount of interest capitalized is based on the level of expenditures incurred on eligible internal-use software projects during the development stage and the Company's weighted-average borrowing rate during the capitalization period.

Capitalization of interest continues as long as the activities necessary to prepare the asset for its intended use are in progress and ceases when the asset is substantially complete and ready for use.

Revenue recognition and deferred costs

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The Company’s source of revenue consists of subscription solutions fees and partner and services fees.

These services allow customers to access the Company’s hosted software over the contract period.

The customer is not allowed to take possession of the software or transfer the software.

These services allow customers to access the Company’s subscription solutions over the contract period.

The customer is not allowed to take possession of

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the solutions or transfer the solutions.

The Company’s revenue arrangements do not contain general rights of refund in the event of cancellations.

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The following table disaggregates revenue by major source:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

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Revenue by geographic region was as follows:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

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Revenue by geographical region is determined based on the region of the Company’s contracting entity, which may be different than the region of the customer.

Revenue attributed to the United States was approximatel y 76 percent d uring the three months ended March 31, 2025 and 2024 .

Revenue attributed to EMEA was approximately 12 percent and 11 percent for the three months ended March 31, 2025 and 2024, respectively.

No single region, other than the United States and EMEA, represented more than ten percent of total revenue during the three months ended March 31, 2025 and 2024.

Revenue attributed to the United States was approximatel y 76 percent during the three and six months ended June 30, 2025 and 2024.

Revenue attributed to EMEA was approximately 12 percent for the three and six months ended June 30, 2025 and approximately 11 percent for the three and six months ended June 30, 2024.

No single region, other than the United States and EMEA, represented more than ten percent of total revenue during the three and six months ended June 30, 2025 and 2024.

Deferred commissions

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The portion of capitalized costs expected to be amortized during the succeeding twelve-month period is recorded in current assets as deferred commissions, and the remainder is recorded in deferred commissions, net of current portion reflected on the condensed consolidated balance sheets.

The Company did no t recognize an impairment of deferred commissions for the three months ended March 31, 2025 and 2024.

Sales commissions of $ 0.6 million and $ 2.1 million were deferred for the three months ended March 31, 2025 and 2024, respectively;

deferred commission amortization expense w as $ 2.7 million and $ 2.3 million for the three months ended March 31, 2025 and 2024 , respectively.

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The Company did no t recognize an impairment of deferred commissions for the three and six months ended June 30, 2025 and 2024.

Sales commissions o f $ 1.6 million a nd $ 2.8 million were deferred for the three months ended June 30, 2025 and 2024, respectively;

and $ 2.2 million a nd $ 5.0 million were deferred for the six months ended June 30, 2025 and 2024, respectively.

Deferred commission amortization expense was $ 2.5 million a nd $ 2.4 million for the three months ended June 30, 2025 and 2024, respectively;

an d $ 5.1 million an d $ 4.7 million for the six months ended June 30, 2025 and 2024 , respectively.

Fair value measurements

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The three levels of inputs that may be used to measure fair value are as follows:

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• Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

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• Level 3 – Inputs are unobservable that are significant to the fair value of the asset or liability and are developed based on the best information available in the circumstances, which might include the Company’s data.

The following table presents information about the Company’s cash equivalents and marketable securities that were measured at fair value as of March 31, 2025 and December 31, 2024:

As of March 31, 2025

The following table presents information about the Company’s cash equivalents and marketable securities that were measured at fair value as of June 30, 2025 and December 31, 2024:

As of June 30, 2025

(in thousands)

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Total marketable securities

(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets, in addition t o $ 46.5 million of cash as of March 31, 2025 .

(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets, in addition t o $ 39.3 million of cash as of June 30, 2025 .

As of December 31, 2024

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(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets, in addition to $ 44.3 million of cash, as of December 31, 2024 .

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The contractual maturities of the investments classified as marketable securities were as follows:

(in thousands)

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

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Total marketable securities

The following tables summarize the gains, losses, and estimated fair value of cash equivalents, marketable securities as of March 31, 2025 and December 31, 2024:

As of March 31, 2025

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The following tables summarize the gains, losses, and estimated fair value of cash equivalents, marketable securities as of June 30, 2025 and December 31, 2024:

As of June 30, 2025

(in thousands)

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Total marketable securities

Business combinations

In October 2023, the Company acquired all issued and outstanding stock of Makeswift, Inc.

(“Makeswift”) pursuant to a merger agreement.

As part of the Makeswift merger agreement, $ 2.0 million of the purchase consideration is subject to clawback if any of the key Makeswift employees voluntarily terminate their employment within 18 months after the closing date of the transaction.

The $ 2.0 million is accounted for as compensation expense and therefore not included in the purchase consideration.

The related compensation is recognized as post-combination expense over the 18 month service period on a straight-line basis.

The Company incurred $ 0.3 million o f compensation costs during the three months ended March 31, 2025.

The remaining unvested amounts of cash retention payments are recorded in prepaid expenses and other current assets on the condensed consolidated balance sheet as of March 31, 2025 .

Goodwill and intangible assets

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Goodwill amounts are not amortized but tested for impairment on an annual basis or more often when circumstances indicate that goodwill may not be recoverable.

There was no impairment of goodwill for the three months ended March 31, 2025 and 2024.

There was no impairment of goodwill for the three and six months ended June 30, 2025 and 2024.

Finite-lived intangible assets are amortized on a straight-line basis over the useful life.

In the first quarter of fiscal year 2025, the Company acquired a website domain name for $ 2.4 million.

Intangible assets amortiz ation was $ 2.3 million and $ 2.5 million for the three months ended March 31, 2025 and 2024, respectively.

There was no impairment of intangible assets for the three months ended March 31, 2025 and 2024.

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As of March 31, 2025, expected amortization expense for intangible assets was as follows:

During the three months ended March 31, 2025, the Company acquired a website domain name for $ 2.4 million.

Intangible assets amortiz ation wa s $ 2.5 million for the three months ended June 30, 2025 and 2024, and was $ 4.9 million for the six months ended June 30, 2025 and 2024.

There was no impairment of intangible assets for the three and six months ended June 30, 2025 and 2024.

As of June 30, 2025, expected amortization expense for intangible assets was as follows:

(in thousands)

March 31, 2025

Remaining nine months of 2025

Commitments, contingencies, leases, and legal proceedings

June 30, 2025

Remaining six months of 2025

Commitments, contingencies, leases, legal proceedings, and defined contribution plan

Legal Proceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business.

In general, the resolution of a legal matter could prevent the Company from offering its service to others, could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s reputation and future operating results.

In general, the resolution of a legal matter could prevent the Company from offering its service to others, could be material to the

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Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s reputation and future operating results.

In the ordinary course of business, the Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

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The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties.

The Company is not presently a party to any legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company's condensed consolidated financial statements.

Purchase Obligations

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These commitments are non-cancellable and expire within one to four years .

The Company had unconditional purchase obligations as of March 31, 2025 as follows:

The Company had unconditional purchase obligations as of June 30, 2025 as follows:

(in thousands)

As of March 31, 2025

Remaining nine months of 2025

As of June 30, 2025

Remaining six months of 2025

The Company leases facilities under operating lease agreements that expire at various dates through 2031 .

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Renewal options were not included in the right-of-use asset and operating lease liability calculation.

As of March 31, 2025 , there were no finance leases.

There was no impairment recorded for leases for the three months ended March 31, 2025 and 2024.

During the first quarter of 2025, in connection with the 2024 Restructure (as defined below), the Compan y entered into a sublease agreement for approximately 6 years to relocate its Austin headquarters.

As of June 30, 2025 , there were no finance leases.

There was no impairment recorded for leases for the three and six months ended June 30, 2025 and 2024.

During the first quarter of 2025, in connection with the 2024 Restructure (as defined below in Note 7), the Compan y entered into a sublease agreement for approximately 6 years to relocate its Austin headquarters.

The Company is responsible for additional expenses, including taxes, and provided a cash security deposit to the sublessor.

The sublease commenced in March 2025 , and expires on the earlier of January 31, 2031, or two months prior to such earlier date as the Master Lease (as defined in the Sublease) may otherwise expire or terminate.

Operating lease expense was $ 0.2 million and $ 0.8 million for the three months ended March 31, 2025 and 2024, respectively.

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Operating lease expense w as $ 0.4 million a nd $ 0.8 million for the three months ended June 30, 2025 and 2024, respectively, and wa s $ 0.6 million and $ 1.3 million for the six months ended June 30, 2025 and 2024, respectively.

The future maturities of operating lease liabilities are as f ollows:

(in thousands)

As of March 31, 2025

Remaining nine months of 2025

As of June 30, 2025

Remaining six months of 2025

Total minimum lease payments

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The Plan allows for eligible employees to participate by contributing a portion of their compensation on a pre-tax basis, subject to annual limits established by the Internal Revenue Service.

Effective January 1, 2025, the Company implemented an employer matching contribution for its U.S.

employees under the Plan.

Pursuant to the terms of the Plan, the Company matches 50 percent of the first 6 percent of eligible compensation that a participating employee contributes.

Both employee contributions and Company matching contributions are based on participants' total gross eligible earnings.

Employer matching contributions are made on a per-pay-period basis, such that each time an employee makes a contribution through payroll deferral, the Company provides a corresponding matching contribution at the applicable rate.

Employees are immediately vested in their own contributions.

Employer matching contributions vest based on employee tenure as of the applicable pay period:

(i) employees with less than one year of service are 0 percent vested in matching contributions, (ii) employees with more than one year but less than two years of service are 50 percent vested, and (iii) employees with two or more years of service are 100 percent vested.

Vesting will be updated prospectively upon employees reaching their first and second anniversary dates.

As of January 1, 2025, the Company began matching 50 percent of the first 6 percent of eligible compensation contributed by a participating U.S.

employee to the Plan.

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Matching contributions are recognized as compensation expense in the period in which the associated employee services are rendered.

For the three months ended March 31, 2025 , the Company recorded $ 0.7 million in expense related to employer matching contributions to the retirement plan.

No matching contribution expense was recorded in fiscal year 2024.

For the three and six months ended June 30, 2025 , the Company recorded $ 0.7 million and $ 1.4 million, respectively, in compensation expense related to employer matching contributions to the Plan.

No expense was recorded in fiscal year 2024 related to employer matching contributions as the employer matching compensation was implemented in the three months ended March 31, 2025.

Restructuring charges

During the Company's third quarter of fiscal 2024, the Company commenced a restructuring plan (the “2024 Restructure”) intended to reinvest in product delivery and increase sales capacity, to reduce operating costs, improve operating margins and continue to advance the Company's ongoing commitment to profitable growth.

The 2024 Restructure includes a reduction of the Company's workforce, exits of certain office leases, impairment of certain software development projects and contract amendments and terminations to better align operating expenses with existing economic conditions and the Company's strategic priorities.

During the three months ended March 31, 2025, the Company incurred restructuring charges, consisting primarily of severance benefits, accelerated depreciation, and professional services costs.

Within the condensed consolidated balance sheet, the liability for severance benefits o f $ 1.6 million and $ 1.7 million as of March 31, 2025 and December 31, 2024, respectively, are recorded to other current liabilities.

Professional services costs of $ 0.3 million and $ 0.5 million as of March 31, 2025 and December 31, 2024, respectively, are recorded in accounts payable and other current liabilities.

During the three months ended September 30, 2024, the Company commenced a restructuring plan (the “2024 Restructure”) intended to reinvest in product delivery and increase sales capacity, to reduce operating costs, improve operating margins and continue to advance the Company's ongoing commitment to profitable growth and rebranding.

During the three and six months ended June 30, 2025, the Company incurred restructuring charges, consisting primarily of severance benefits, accelerated depreciation, and professional services costs.

Within the condensed consolidated balance sheet, the liability for severance benefits o f $ 1.3 million and $ 1.7 million as of June 30, 2025 and December 31, 2024, respectively, are recorded to other current liabilities.

Professional services costs o f $ 0.5 million as of June 30, 2025 and December 31, 2024, are recorded in accounts payable and other current liabilities.

These charges were recorded within Restructuring Charges on the accompanying condensed consolidated statement of operations.

The Company expects to incur additional costs relating to the 2024 Restructure of approximat ely $ 2.8 million to $ 4.7 million through fiscal 2025 relating to severance benefits, contract terminations, accelerated depreciation, and professional services costs.

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additional expenses the Company expects to incur are subject to assumptions, and actual expenses may differ from the estimates disclosed above.

The Company expects to incur additional costs relating to the 2024 Restructure of approximat ely $ 0.6 million to $ 1.8 million through fiscal 2025 relating to contract terminations and professional services costs.

The additional expenses the Company expects to incur are subject to assumptions, and actual expenses may differ from the estimates disclosed above.

The following table summarizes the activities related to the Company's 2024 restructuring charges:

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

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The following table summarizes the components of other current liabilities:

As of March 31,

As of June 30,

As of December 31,

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Other liabilities

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The Company's convertible note obligations, including the level within the fair value hierarchy (see note 4.

Fair Value Measurements), are as follows:

As of March 31, 2025

As of June 30, 2025

As of December 31, 2024

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(*) The fair value was calculated using a binomial lattice model which incorporates the terms and conditions of the convertible notes and market-based risk measurement that are indirectly observable, such as market credit spread, and therefore are Level 3 investments.

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The lattice model produced an estimated fair value based on changes in the price of the underlying common share price over successive periods of time.

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Since the market for trading of the 2026 Convertible Notes is not considered to be an active market, the estimated fair value is based on Level 2 inputs.

The following table presents details of the Company's convertible notes as of March 31, 2025 which are further discussed below:

The following table presents details of the Company's convertible notes as of June 30, 2025 which are further discussed below:

Date of Issuance

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The total interest expense recognized related to the Company’s convertible notes and financing obligation consists of the following:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

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Pursuant to the Exchange Agreement, the Company exchanged (the "Exchange Transaction") approximately $ 161.2 million in aggregate principal amount of the 2026 Convertible Notes for $ 150.0 million in aggregate principal amount of new 7.50 percent convertible senior notes due 2028 (the “2028 Convertible Notes”) and approximately $ 0.1 million in cash, with such payment representing the accrued and unpaid interest on such 2026 Convertible Notes.

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The 2028 Convertible Notes are senior, initially unsecured obligations of the Company and accrue interest at a rate of 7.50 percent per annum, payable semi-annually in arrears on April 1 and October 1 of each year , beginning on October 1, 2024.

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The repurchase price will be equal to the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the applicable repurchase date.

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Upon entering into the Exchange Agreement, the Company recorded the $ 150.0 million aggregate principal amount of 2028 Convertible Notes at fair value of $ 157.5 million and related debt issuance costs as a reduction to the fair value of $ 3.0 million.

Debt issuance costs are recorded as a contra-liability and amortized over the term of the 2028 Convertible Notes utilizing an effective interest rate of 8.03 percent.

The $ 7.5 million premium related to the fair value adjustment of the 2028 Convertible Notes is amortized using an effective interest rate of 6.12 percent.

As of June 30, 2025 , approximately $ 150.0 million aggregate principal amount of 2028 Convertible Notes remain outstanding.

The remaining unamortized debt issuance costs are recorded as a contra-liability and are amortized utilizing the effective interest rate of approximately 8 percent over the term of the 2028 Convertible Notes.

The remaining unamortized premium related to the fair value adjustment of the 2028 Convertible Notes is amortized using an effective interest rate of approximately 6 percent.

The Company is in compliance with the terms of the indenture, and has not experienced any events that would constitute an event of default.

2026 Convertible Notes

In September 2021 , the Company issued $ 345.0 million aggregate principal amount of its 2026 Convertible Notes.

The 2026 Convertible Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

The net proceeds from the sales of the 2026 Convertible Notes was approximately $ 335.0 million after deducting offering and issuance costs related to the 2026 Convertible Notes and before the 2021 Capped Call transactions.

Interest on the 2026 Convertible Notes accrue at a rate of 0.25 percent per annum, payable on April 1 and October 1 of each year , beginning on April 1, 2022.

In February 2025, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of its outstanding 2026 Convertible Notes to repurchase approximately $ 59.1 million aggregate principal amount of its 2026 Convertible Notes for aggregate cash consideration of approximately $ 54.4 million, including accrued but unpaid interest.

This transaction resulted in a net gain on repurchases of debt of approximately $ 3.9 million, net of $ 0.6 million write-off of unamortized debt issuance costs.

As of March 31, 2025, approximately $ 4.0 million principal amount of 2026 Convertible Notes remain outstanding.

As of June 30, 2025 , approximately $ 4.0 million principal amount of 2026 Convertible Notes remain outstanding.

The remaining unamortized debt issuance costs are recorded as a contra-liability and are amortized utilizing the effective interest rate of 0.84 percent over the term of the 2026 Convertible Notes.

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A total of 3,873,885 shares of common stock were initially authorized and reserved for issuance under the 2020 Plan.

This share reserve automatically increased on January 1, 2021, 2022, 2023, 2024, and 2025 will increase on each subsequent January 1st through and including January 1, 2031, by an amount equal to the smaller of (a) 5 percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31 and (b) an amount determined by the board of directors.

On January 1, 2025, 2024, 2023 and January 1, 2022 the share reserve increased b y 3,928,833 shares, 3,820,681 shares, 3,695,569 shares and 3,616,312 shares, respectively.

The Company registered an additional 9,548,587 shares on Form S-8 on May 9, 2024.

As of March 31, 2025 , a total of 6,153,944 r egistered shares of common stock remain available for future issuance under the 2020 Plan.

This share reserve automatically increa sed, and will continue to increase, o n each subsequent January 1st through and including January 1, 2031, by an amount equal to the smaller of (a) 5 percent of the number of shares of common stock issued and outstanding on the immediately preceding December 31 and (b) an amount determined by the board of directors.

As of June 30, 2025 , a total of 4,552,545 shares of common stock remain available for future issuance under the 2020 Plan.

Stock options

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The following table summarizes the weighted-average grant date value of options and the assumptions used to develop their fair value.

Three months ended March 31,

Six months ended June 30,

Weighted-average grant date fair value of options

Risk-free interest rate

4.07 % - 4.10 %

Expected volatility

68.60 % - 69.21 %

Expected life in years

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Plan shares expired or canceled

Balance as of March 31, 2025

Balance as of June 30, 2025

Vested and expected to vest

Exercisable as of March 31, 2025

The total intrinsic value of options exercised during the three months ended March 31, 2025 and 2024 was $ 1.4 million and $ 1.5 million, respectively.

The intrinsic value was calculated as the difference between the estimated fair value of the Company's common stock at exercise, and the exercise price of the in-the-money options.

At March 31, 2025, there was an estimate d $ 5.5 million of total unrecognized compensation expense related to stock options, which reflects outstanding stock option awards that are vested and outstanding stock option awards that are expected to vest.

This expense will be recognized over a weighted-average period of 2.90 years.

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Exercisable as of June 30, 2025

At June 30, 2025, there was an estimated $ 4.3 million of total unrecognized compensation expense related to stock options, which reflects outstanding stock option awards that are vested and outstanding stock option awards that are expected to vest.

This expense will be recognized over a weighted-average perio d of 2.90 years.

Restricted Stock Units

Restricted stock unit activity for the three months ended March 31, 2025 was as follows:

Restricted stock unit activity for the six months ended June 30, 2025 was as follows:

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(in thousands)

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Vested and converted to shares

Balance as of March 31, 2025

Balance as of June 30, 2025

Vested and expected to vest

Market-based and performance-based restricted stock unit activity for the three months ended March 31, 2025 was as follows:

Market-based and performance-based restricted stock unit activity for the six months ended June 30, 2025 was as follows:

(in thousands)

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Vested and converted to shares

Balance as of March 31, 2025

Balance as of June 30, 2025

Vested and expected to vest

Significant assumptions used in the Monte Carlo simulation model for the market-based restricted stock unit awards granted are as follows:

Three months ended March 31,

During the three months ended June 30, 2025, the Company's Board of Directors approved performance grants of 2025 market-based and performance-based PSUs pursuant to the 2020 Plan .

The grant date fair value for the market-based awards was calculated utilizing a Monte Carlo simulation.

Sig nificant assumptions used in the Monte Carlo simulation model for the market-based restricted stock unit awards granted are as follows:

Six months ended June 30,

65.71 %- 75.43 %

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Dividend yield

The aggregate expected stock-based compensation expense remaining to be recognized as of March 31, 2025 is $ 39.0 million related to RSUs and performance-based, and market-based PSUs, which reflects outstanding stock awards that are vested and outstanding stock awards that are expected to vest.

The aggregate expected stock-based compensation expense remaining to be recognized as of June 30, 2025 is $ 35.3 million related to RSUs and PSUs (performance-based and market-based awards), which reflects outstanding stock awards that are vested and outstanding stock awards that are expected to vest.

This expense will be recognized over a weighted-average period of 2.36 years.

Subsequent to the three months ended March 31, 2025, the Compensation Committee of the Company's Board of Directors approved 2025 market-based and performance-based PSUs pursuant to the 2020 Plan.

Total market-based PSU awards granted was approximately 300,000 shares, with a grant date fair value of $ 7.97 per share.

Total performance-based PSU awards granted was approximately 234,000 shares, which had a grant date fair value of $ 5.42 share.

The income tax expense for the three months ended March 31, 2025 is based on the estimated annual effective tax rate for fiscal 2025.

The income tax expense for the three and six months ended June 30, 2025 is based on the estimated annual effective tax rate for fiscal 2025.

The Company’s provision for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items, valuation allowances, and any applicable income tax credits.

For the three months ended March 31, 2025 , the Company’s provision for income taxes reflected income tax expense of $ 0.5 million on $ 0.2 million of pre-tax book income for an effective tax rate of 306.43 percent.

For the three months ended March 31, 2024 , the Company had tax expense of $ 0.3 million on a pre-tax loss of ($ 6.1 ) million for an effective tax rate of ( 4.75 ) percent.

For the three months ended March 31, 2025, the Company’s effective tax rate was higher than the U.S.

federal statutory rate of 21 percent primarily due to deferred tax expense related to tax amortization of acquired goodwill, changes in the Company’s tax reserves,

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and movement in the Company’s valuation allowance position.

The Company’s total income tax expense consists primarily of federal and state current income tax expense unable to be offset by tax attributes due to limitations under tax regulations, deferred income tax expense relating to the tax amortization of acquired goodwill, and current income tax expense from foreign operations.

For the three months ended March 31, 2024 , the Company’s effective tax rate was lower than the U.S.

For the three months ended June 30, 2025 and 2024, the Company’s provision for income taxes reflected an effective tax rate of ( 2.71 ) percent and ( 1.16 ) percent, respectively.

For the six months ended June 30, 2025 and 2024, the Company had an effective tax rate of ( 9.32 ) percent and ( 2.45 ) percent, respectively.

For the three and six months ended June 30, 2025 and 2024, the Company’s effective tax rate was lower than the U.S.

federal statutory rate of 21 percent primarily due to the Company's valuation allowance offsetting the benefits of losses.

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The Company is currently not under an income tax audit by any taxing jurisdiction.

Subsequent to the three months ended June 30, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted in the U.S.

effective July 4, 2025.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business

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The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The company is currently assessing the impact on its condensed consolidated financial statements.

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Net loss per share

Basic net loss per share is computed by dividing net loss by the number of shares of common stock outstanding for the period.

Because the Company has reported a net loss for the three months ended March 31, 2025, and 2024, the number of shares used to calculate diluted net loss per share is the same as the number of shares used to calculate basic net loss per share for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation.

Three months ended March 31,

Basic net loss per share is computed by dividing net loss by the weighted average shares of common stock outstanding for the period.

Because the Company has reported a net loss for the three and six months ended June 30, 2025, and 2024, the number of shares used to calculate diluted net loss per share is the same as the number of shares used to calculate basic net loss per share for the period presented because the potentially dilutive shares would have been antidilutive if included in the calculation.

Three months ended June 30,

Six months ended June 30,

(in thousands)

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The following potentially dilutive securities outstanding have been excluded from the computation of basic weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported:

As of March 31,

As of June 30,

(in thousands)

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Restricted stock units

Acquisition related compensation

Convertible notes

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• our ability to successfully identify, manage, and integrate any existing and potential acquisitions;

• our inability to successfully execute our rebranding initiative;

• our ability to adapt to emerging regulatory developments, technological changes, and cybersecurity needs;

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• our ability to manage key executive succession and retention or continue to attract qualified personnel;

• our ability to implement a go-to-market strategy that focuses on efficient profitable revenue growth, operating leverage, and healthy cash flow, may be impacted by unforeseen challenges in streamlining our organization and adapting to market dynamics;

• our ability to implement a go-to-market strategy that focuses on efficient profitable revenue growth, operating leverage, and positive cash flow, may be impacted by unforeseen challenges in streamlining our organization and adapting to market dynamics;

• our ability to remediate the material weakness;

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Factors other than these also could adversely affect our results, and the reader should not consider these factors to be a complete set of all potential risks or uncertainties.

New factors emerge from time to time, and management cannot assess the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

Any forward-looking statements

New factors emerge from time to

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only speak as of the date of this document, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law.

time, and management cannot assess the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.

Any forward-looking statements only speak as of the date of this document, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law.

All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

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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.

What changed 10-Q

Item 1. Financial Statements