What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-07-31 compared with 2025-05-08 · 169 added, 118 removed, 272 unchanged (51% of the section changed)

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The information we post on our investor relations website, including information contained in investor presentations, may be deemed material.

Accordingly, investors should monitor our investor relations website, in addition to following our press releases, SEC filings and public conference calls and webcasts.

BigCommerce is leading a new era of ecommerce.

We provide professional-grade commerce solutions that give businesses the power and agility to build for today with an eye toward tomorrow.

We offer three core owned products— our flagship commerce platform, BigCommerce;

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

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

As of March 31, 2025 we served 5,825 accounts with at least one unique enterprise plan subscription or an enterprise-level feed management subscription (collectively "enterprise accounts").

Enterprise accounts may have more than one enterprise plan or a combination of enterprise plans and non-enterprise plans.

We provide our customers with the flexibility to combine the right tools for the right job with a seamless front-and back-end experience.

Our industry-leading team of experts partners with our customers to provide the speed and agility needed to grow on their own terms.

We provide software-as-a-service (“SaaS”) ecommerce platform for forward-thinking brands and retailers at all stages of ecommerce growth.

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

We believe our sophisticated functionality and composable SaaS platform make ecommerce success at scale more economically and operationally achievable than the competition.

We lower the financial and operating cost of ecommerce by providing technology as a service, including product, hosting, security, bug fixing, and continuous innovation.

We believe no other SaaS platform offers comparable enterprise functionality and flexibility at our price point—an advantage increasingly recognized by the world’s most respected technology analysts.

Our partner ecosystem is also central to our business strategy.

We believe we possess one of the deepest and broadest ecosystems of integrated technology solutions in the ecommerce industry.

We strategically partner with, rather than compete against, the leading providers in adjacent categories, including payments, shipping, point of sale, content management systems, customer relationship management, enterprise resource planning, and omnichannel.

Our partner-centric strategy stands in contrast to our largest competitors, which operate complex software stacks that compete across categories.

We focus our research and development investments in our core product with an emphasis on composability, empowering our customers to grow and scale on their terms.

We plan to continue to invest in our strategic offerings of business-to-business ("B2B") business-to-consumer ("B2C") as well as building new partnerships and continuing to develop our portfolio of professional-grade commerce solutions for forward-focused businesses.

Accordingly, investors should monitor our investor relations website, in addition to following our press releases, SEC filings and public conference calls and webcasts.The information on our website, however, is not, and should not be deemed to be, a part of this Quarterly Report on Form 10-Q.

We are positioned to become the leading provider of an intelligent, composable ecommerce infrastructure that empowers businesses to innovate and grow in the era of AI-driven, agentic commerce.

Our software-as-a-service platform serves as the connection for modern digital commerce, enabling merchants to orchestrate sophisticated, personalized shopping experiences across both owned and third-party channels.

We support a wide range of use cases across business-to-business ("B2B") and business-to-consumer ("B2C"), with a focus on mid-market and enterprise merchants that require advanced capabilities to scale.

Our unified platform is anchored by three core products:

BigCommerce, our flexible and open commerce engine;

Feedonomics, our AI-powered product data optimization and syndication platform;

and Makeswift, our next-generation visual editor for storefront and content experiences.

Together, these products enable merchants to centralize product data, power dynamic shopping experiences, and optimize visibility across discovery and buying channels, including emerging agentic surfaces.

Through this combination, we deliver highly differentiated value for merchants that need to operate across complex markets, industries, and commerce workflows.

We are built around an open, partner-centric architecture.

Rather than offering a closed technology stack, we prioritize flexibility and interoperability with a curated ecosystem of leading technology partners.

This includes integrations across payments, tax, shipping, order management, content management system ("CMS"), customer relationship management ("CRM"), and AI-enhanced marketing technology.

Our strategy stands in contrast to competitors that seek to control the full commerce technology stack;

we instead focus our innovation and investment in core commerce capabilities, data orchestration, and enabling merchant agility through best-of-breed integrations.

We are providing AI-powered shopping as it is transforming the way consumers discover, evaluate, and purchase products.

We offer structured product data and composable technology stacks that are essential for merchant success.

Our rebrand reflects not only who we are today, but where digital commerce is going.

We are executing against a strategy to enable businesses to adapt quickly, sell everywhere, and grow on their own terms, powered by intelligent infrastructure designed for the future.

We plan to continue to invest in our strategic B2B and B2C offerings, as well as building new partnerships and continuing to develop our portfolio of professional-grade commerce solutions for forward-focused businesses.

We will also invest in and grow our business by acquiring additional customers to our platform, growing our revenue with existing customers, and expanding our presence in new markets while maintaining a focus on profitability.

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Key factors affecting our performance

Our operational and financial results have been, and will continue to be, affected by a number of factors that present significant opportunities as well as risks and challenges, including those discussed below and elsewhere in this quarterly report and in our Annual Report .

Strategic Brand Unification

We completed a strategic rebranding initiative, unifying our three core owned products;

BigCommerce, Feedonomics, and Makeswift under a single brand identity:

This rebranding reflects a broader structural integration of our platform designed to enable a more cohesive and scalable approach to AI-led composable commerce.

This unification has allowed us to align internal operations across product development, sales and marketing, and customer success.

Functionally, the unified platform now operates as a multi-layered solution that includes storefront capabilities, embedded data services, and a growing network of curated partnerships.

Our architecture is designed to support a wide range of commerce use cases, allowing us to operate flexibly across the technology stack as the storefront experience, the underlying data infrastructure, or the full platform layer depending on merchant needs.

This flexible model enhances our ability to support both complex and emerging commerce environments, while improving our ability to cross-sell platform capabilities and drive incremental revenue.We believe this versatility is a key differentiator in the market and positions us to capture value across a broad spectrum of ecommerce environments.

Leveraging artificial intelligence to drive value

AI has become a core component of our strategic and operational framework, supporting key initiatives across product development, customer experience, and go-to-market execution.

We continue to advance our AI strategy, which is focused on delivering practical, merchant-facing outcomes like improved product discoverability, optimized pricing, and more intelligent storefront experiences.

Building on foundational investments in sales and marketing automation, onboarding workflow, and developer tools, we expanded our AI integration across our platform and partner ecosystem.

Our partnerships with leading AI-focused companies also continue to deepen.

These partnerships are enhancing our ability to deliver structured and enriched product data into AI-powered search and answer engines, thereby improving merchant discoverability.

Our AI initiatives aim to accelerate time-to-market, reduce operational complexity, and enhance revenue performance for merchants of all sizes.

Our focus remains on embedding AI deeply and responsibly across the commerce lifecycle, in ways that drive merchant outcomes and align with our broader platform evolution.

Investment in core offerings

We continue to prioritize investment in our core B2B and B2C product offerings to better meet evolving customer needs and strengthen our competitive position.

The rapid growth in ecommerce is prompting companies to adopt ecommerce platforms like

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BigCommerce to create branded ecommerce stores and power cross-channel connections to online marketplaces, social networks, and offline POS systems.

We remain committed to growing our presence across both B2B and B2C commerce.

The rapid growth in ecommerce adoption is driven by digital transformation, the rise of AI-powered discovery, and shifts in buyer behavior is prompting companies to adopt platforms like Commerce.com to create branded ecommerce stores and power cross-channel connections to online marketplaces, social networks, and offline point of sale ("POS") systems.

To meet the evolving needs of enterprise B2B businesses, we released product enhancements, including multi-company hierarchy support and an upgraded configure-price-quote ("CPQ") tool.

These enhancements are designed to enable large enterprises to more efficiently manage organizational structures and quoting workflow.

In B2C, we continued to execute on our strategic customer segmentation strategy, targeting operationally complex and underserved verticals beyond the traditional fashion, beauty, and apparel sectors often prioritized by legacy platforms.

In B2C, we continue to execute on our strategic customer strategy, targeting operationally complex and underserved verticals beyond the traditional fashion, beauty, and apparel sectors often prioritized by legacy platforms.

We believe that this strategic focus positions us to better address differentiated merchant needs and capture additional market share over time.

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We believe this will build stronger relationships with our partners and create new revenue opportunities with customers.

Our new BigCommerce Payments offering remains on track for a 2026 launch, which will be an optional payments offering for small and medium-sized customers looking for a stream-lined, integrated offering with competitive processing rates.

This offering aims to improve our overall monetization and retention rates in the business.

Leveraging artificial intelligence to drive value

We are integrating artificial intelligence capabilities across our platform and operations to improve personalization, automation, and efficiency.

We expanded the application of AI across sales and marketing to identify high-value leads, personalize outreach, and optimize pipeline management.

We also deployed AI-driven initiatives across operational functions, including developer documentation automation and outbound call simulations to accelerate onboarding.

These initiatives, along with partnerships with OpenAI, Gemini, and Forethought, are supporting greater organizational agility, cost efficiency, and innovation.

Our new branded payments offering remains on track for a fiscal year 2026 launch, which will be an optional payments offering for small and medium-sized customers looking for a stream-lined, integrated offering with competitive processing rates.

This offering aims to improve our overall monetization and retention rates in the BigCommerce platform business.

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Macroeconomic environment

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Subscription annual revenue run-rate

We calculate Subscription ARR at the end of each month as the sum of contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, product feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue.

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We calculate Subscription ARR at the end of each month as the sum of contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue.

Average revenue per account

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We bill customers for subscription solutions and professional services, and we include both in ARPA for the reported period.

For example, ARPA as of March 31, 2025, includes all subscription solutions and professional services billed between January 1, 2024, and March 31, 2025.

For example, ARPA as of June 30, 2025, includes all subscription solutions and professional services billed between January 1, 2025, and June 30, 2025.

We allocate partner revenue, where applicable, primarily based on each customer’s share of GMV processed through that partner’s solution.

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Net revenue retention

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We use net revenue retention (“NRR”) to evaluate our ability to maintain and expand our revenue with our account base of enterprise customers exceeding the annual contract value ("ACV") threshold over time.

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both marketplaces and advertising) and are billed monthly in arrears.

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We generate partner revenue from our technology application ecosystem.

We also generate partner revenue from our technology application ecosystem.

Customers tailor their stores to meet their feature needs by integrating applications developed by our strategic technology partners.

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We also generate revenue from non-recurring professional services that we provide to complement the capabilities of our customers and their agency partners.

Our services help improve customers’ time-to-market and the success of their businesses using BigCommerce.

Our services help improve customers’ time-to-market and the success of their businesses.

Our non-recurring services include education packages, launch services, solutions architecting, implementation consulting, and catalog transfer services.

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Cost of revenue consists primarily of:

(1) personnel-related costs (including stock-based compensation expense and associated payroll costs) for our customer success teams, (2) costs that are directly related to hosting and maintaining our platform, (3) fees for processing customer payments such as credit card processing charges, (4) personnel and other costs related to feed management, and (5) allocated costs, such as, amortization of purchased intangibles, depreciation, technology and facility costs.

Sales and marketing

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Research and development

Research and development expenses consist primarily of personnel-related expenses (including stock-based compensation expense and associated payroll costs) incurred in maintaining and developing enhancements to our ecommerce platform and allocated overhead costs.

Software development costs associated with internal use software which are incurred during the application development phase and meet other requirements are capitalized.

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General and administrative

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Restructuring charges

Restructuring charges consist primarily of severance benefits, right-of-use asset impairments, lease termination gain, software impairments, accelerated depreciation and amortization, and professional services costs.

Amortization of intangible assets

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Interest income is earned on our cash, cash equivalents and marketable securities.

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Interest expense

Interest expense consists primarily of the interest expense from the amortization of the debt issuance costs and coupon interest attributable to our 2028 and 2026 Convertible Notes with offsetting amortization of the debt premium related to the 2028 Convertible Notes.

Other income (expense)

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Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate.

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Results of operations

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The period-to-period comparison of operating results is not necessarily indicative of results for future periods.

For the three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

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

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

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

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General and administrative

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Revenue by geographic region

The composition of our revenue by geographic region during the three months ended March 31, 2025 and March 31, 2024 were as follows:

Three months ended March 31,

The composition of our revenue by geographic region during the three and six months ended June 30, 2025 and June 30, 2024 were as follows:

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

United States

Rest of World

Total Revenue

Comparison of the three months ended March 31, 2025 and March 31, 2024

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Comparison of the three and six months ended June 30, 2025 and June 30, 2024

The following table presents the components of our revenue for each of the periods indicated:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

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Total revenue

Total revenue increased $2.0 million, or 2.5 percent, to $82.4 million for the three months ended March 31, 2025, from $80.4 million for the three months ended March 31, 2024, as a result of increases in both subscription solutions and partner and services revenue.

Subscription solutions revenue increased $1.2 million, or 1.9 percent, to $62.1 million for the three months ended March 31, 2025, from $61.0 million for the three months ended March 31, 2024, primarily due to increases in Feedonomics activity.

Partner and services revenue increased $0.9 million, or 4.4 percent, to $20.3 million for the three months ended March 31, 2025, from $19.4 million for the three months ended March 31, 2024, primarily as a result of increases in revenue share activity offset by decreases in stand ready and integration activity.

Total revenue increased for the three months ended June 30, 2025, from the three months ended June 30, 2024, as a result of increases in both subscription solutions and partner and services revenue.

Subscription solutions revenue increased primarily due to increases in enterprise and mid-market activity.

Partner and services revenue increased primarily as a result of increases in revenue share activity.

Total revenue increased for the six months ended June 30, 2025, from the six months ended June 30, 2024, as a result of increases in both subscription solutions and partner and services revenue.

Subscription solutions revenue increased primarily due to growth in enterprise, mid-market, and Feedonomics activity.

Partner and services revenue increased primarily as a result of increases in revenue share activity offset by decreases in stand ready and integration activity.

Cost of revenue, gross profit, and gross margin

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

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Gross margin percentage

Cost of revenue decreased $1.5 million, or (7.9) percent, to $17.0 million for the three months ended March 31, 2025, from $18.4 million for the three months ended March 31, 2024, and gross margin increased to 79.4 percent from 77.1 percent.

The decrease in expense is primarily attributable to the Company recording certain expenses in sales and marketing in the first quarter of 2025 while prior years expenses of $1.4 million were recorded in cost of revenue as certain employees were moved from customer support roles to sales and marketing roles in connection with our restructuring initiatives.

The remaining change related to decreases in payroll costs and share-based compensation expense of $0.7 million partially offset by increased software and web hosting costs of $0.6 million, primarily as a result of increased efficiency in customer service staffing and spending and the 2024 Restructure.

Cost of revenue decreased for the three months ended June 30, 2025, from the three months ended June 30, 2024.

The decrease in expense is primarily attributable to the recording of certain expenses in sales and marketing in the second quarter of 2025 while prior years expenses of $1.4 million were recorded in cost of revenue as certain employees were moved from customer support roles to sales and marketing roles in connection with our restructuring initiatives.

The remaining changes relate to payroll costs and share-based compensation expense of $1.2 million, partially offset by increases in other expenses including software costs and professional services of $0.7 million.

Cost of revenue decreased for the six months ended June 30, 2025, from the six months ended June 30, 2024.

A portion of the decrease is attributable to the recording of certain expenses in sales and marketing in the second quarter of 2025 while in prior years expenses of $2.8 million were recorded in cost of revenue due to changes in employee roles.

The remaining change was primarily due to decreases in payroll costs and share-based compensation expense of $1.9 million, partially offset by increases in other expenses such as software costs and professional services of $1.2 million.

We expect cost of revenue to increase in absolute dollars primarily driven by additional hosting costs, but anticipate that cost of revenue as a percentage of revenue will remain consistent for the remaining fiscal year 2025.

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The following tables present our operating expenses for each of the periods indicated:

Three months ended March 31,

Three months ended June 30,

As a % of Total Revenue

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Total operating expenses

Six months ended June 30,

As a % of Total Revenue

(dollars in thousands)

Sales and marketing

Sales and marketing expenses decreased for the three months ended March 31, 2025 from March 31, 2024.

The period over period decrease was reduced due to the Company recording certain expenses in sales and marketing in the first quarter of 2025 while in the prior year these expenses of $1.9 million were recorded in cost of revenue and general and administrative as certain employees were moved from customer support and general and administrative roles to sales and marketing roles in connection with our restructuring initiatives.

Excluding the impact of these expenses, the period over period change of $4.0 million was primarily driven by reductions in variable marketing spend and professional services of $3.5 million, and $0.3 million decrease in stock-based compensation and associated payroll costs.

We expect that sales and marketing expenses will increase in absolute dollars and may slightly increase as a percentage of revenue near term as we reinvest in our go-to-market organization as part of the 2024 Restructure.

We do not expect sales and marketing in absolute dollars to increase as much as our revenue growth in future periods.

Research and development

Research and development expenses decreased for the three months ended March 31, 2025 from March 31, 2024, primarily due to a decrease in staffing costs of $0.6 million, including stock-based compensation and associated payroll costs.

We expect that research and development expenses as a percentage of revenue to remain consistent throughout the fiscal year 2025.

General and administrative

General and administrative expenses decreased for the three months ended March 31, 2025 from March 31, 2024.

A portion of the decrease is attributable to the Company recording certain expenses in sales and marketing in the first quarter of 2025 while in prior years expenses of $0.3 million were recorded in general and administrative due to changes in employee roles.

The remaining change was primarily due to a $2.7 million decrease in stock-based compensation associated with executives departure, offset by a $1.8 million increase in professional services.

We expect that general and administrative expenses as a percentage of revenue to remain consistent throughout the remaining fiscal year 2025.

Amortization of intangible assets

Amortization of intangible assets decreased for the three months ended March 31, 2025 from March 31, 2024.

The decrease was due to amortization of Makeswift intangible assets.

Acquisition related expenses

Acquisition related expense remained consistent for the three months ended March 31, 2025 from March 31, 2024.

Restructuring charges

Total operating expenses

Sales and marketing

Sales and marketing expenses increased for the three months ended June 30, 2025 from the three months ended June 30, 2024.

The period over period increase was related to the recording of certain expenses in sales and marketing in the second quarter of 2025 while in the prior year these expenses of $2.0 million were recorded in cost of revenue and general and administrative as certain employees were moved from customer support and general and administrative roles to sales and marketing roles in connection with our restructuring initiatives.

Excluding the impact of these expenses, the period over period decrease of $1.5 million was primarily driven by reductions in variable marketing spend of $1.8 million, partially offset by increases in professional services costs of $0.2 million.

Sales and marketing expenses decreased for the six months ended June 30, 2025, from the six months ended June 30, 2024.

A portion of the period over period change was related to the recording of certain expenses in sales and marketing in the second quarter of 2025 while in prior years expenses of $3.8 million were recorded in cost of revenue and general and administrative due to changes in employee roles.

The change of roles increase was offset by the period over period decrease of $5.3 million which was primarily due to lower variable marketing costs and professional services costs of $5.1 million, decreased share-based compensation expense of $1.8 million driven by the 2024 Restructure of certain executives, partially offset by an increase of $1.5 million of salaries and benefits due to increased headcount related to investment in go-to-market organization.

We expect that sales and marketing expenses will increase in absolute dollars and may slightly increase as a percentage of revenue for the remainder of the fiscal year as we reinvest in our go-to-market organization and new brand launching.

Research and development

Research and development expenses decreased for the three months ended June 30, 2025 from the three months ended June 30, 2024, primarily due to a decrease in salaries and share-based compensation expense of $1.7 million primarily due to the 2024 Restructure, and decrease of $0.3 million in professional services costs.

Research and development expenses decreased for the six months ended June 30, 2025, from the six months ended June 30, 2024, primarily due to a decrease in salaries and share-based compensation expense of $2.3 million drive by the 2024 Restructure, and reductions in software costs and professional services costs of $0.6 million.

We expect research and development expenses as a percentage of revenue to increase slightly as we continue to prioritize investment in our core offerings throughout the remaining fiscal year 2025 and into 2026.

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General and administrative

General and administrative expenses decreased for the three months ended June 30, 2025 from the three months ended June 30, 2024.

A portion of the decrease is attributable to the recording of certain expenses in sales and marketing in the second quarter of 2025 while in prior years expenses of $0.6 million were recorded in general and administrative due to changes in employee roles.

The remaining changes were primarily due to a $1.3 million decrease in salaries and share-based compensation expense, offset by a $1.6 million increase in professional services.

General and administrative expenses decreased for the six months ended June 30, 2025, from the six months ended June 30, 2024.

A portion of the decrease is attributable to the recording of certain expenses in sales and marketing in the second quarter of 2025 while in prior years expenses of $1.0 million were recorded in general and administrative due to changes in employee roles.

The remaining change was related to a $3.5 million decrease in salaries and share-based compensation expense, offset by a $4.0 million increase in professional services.

We expect general and administrative expenses as a percentage of revenue to remain consistent throughout the remaining fiscal year 2025.

Amortization of intangible assets

Amortization of intangible assets increased for the three months ended June 30, 2025 from the three months ended June 30, 2024 as a result of the amortization of the website domain name.

Amortization of intangible assets increased for the six months ended June 30, 2025, from the six months ended June 30, 2024 due to amortization of Makeswift intangible assets.

Acquisition related expenses

Acquisition related expense decreased for the three and six months ended June 30, 2025 from the three and six months ended June 30, 2024 primarily attributable to the amortization of deferred compensation for the Makeswift acquisition.

Restructuring charges

Restructuring charges increased for the three months ended March 31, 2025 from the three months ended March 31, 2024.

For the three months ended March 31, 2025, restructuring charges included severance and related charges for a reduction in workforce, consulting costs associated with changes in go-to-market approach, and accelerated depreciation of leasehold improvements associated with relocation of the Austin headquarters.

Restructuring charges decreased for the three months ended June 30, 2025 from the three months ended June 30, 2024.

For the three months ended June 30, 2025, restructuring charges included severance and related charges for a reduction in workforce, consulting costs associated with changes in go-to-market approach, and accelerated depreciation of leasehold improvements associated with relocation of the Austin headquarters.

Restructuring charges increased for the six months ended June 30, 2025, from the six months ended June 30, 2024.

For the six months ended June 30, 2025, restructuring charges included severance and related charges for a reduction in workforce, consulting costs associated with changes in go-to-market approach, and accelerated depreciation of leasehold improvements associated with relocation of the Austin headquarters.

The following tables present our other income/(expenses) for each of the periods indicated:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

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Total Other income

Gain on convertible note extinguishment increased for the three months ended March 31, 2025 from March 31, 2024.

The increase consisted of a $3.9 million gain on the repurchase of 2026 Convertible Notes.

Interest income decreased for the three months ended March 31, 2025 from March 31, 2024.

Gain on convertible note extinguishment was $3.9 million for the six months ended June 30, 2025.

The gain on convertible note extinguishment consisted of a $3.9 million gain on the repurchase of 2026 Convertible Notes.

Interest income decreased for the three and six months ended June 30, 2025 from three and six months ended June 30, 2024.

This decrease was due to lower yields on our cash equivalents and marketable securities in 2024 primarily as a result of less cash, cash equivalents, and marketable securities during the period.

Interest expense increased for the three months ended March 31, 2025 from March 31, 2024.

This increase was the due to the exchange of 2026 Convertible Notes for 2028 Convertible Notes in the third quarter of 2024 at a higher effective interest rate.

Other expenses decreased for the three months ended March 31, 2025 from March 31, 2024.

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Interest expense increased for the three and six months ended June 30, 2025 from the three and six months ended June 30, 2024 This increase was the due to the exchange of 2026 Convertible Notes for 2028 Convertible Notes in the third quarter of 2024 at a higher effective interest rate.

Other expenses decreased for the three and six months ended June 30, 2025 from three and six months ended June 30, 2024.

This decrease was due to the impact of foreign currency exchange rates.

Provision for income taxes

Our provision for income taxes increased approximately $0.2 million for the three months ended March 31, 2025 from March 31, 2024.

This increase was primarily due to changes in the Company's tax reserves.

Our provision for income taxes increased approximately $0.1 million for the three months ended June 30, 2025 from June 30, 2024, and increased $0.3 million for the six months ended June 30, 2025 from the six months ended June 30, 2024.

This increase was primarily due to increases in foreign activities and the Company's tax reserves.

The following table sets forth a summary of our cash flows for the periods indicated.

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Net cash provided by (used in) investing activities

Net cash used in financing activities

Net decrease in cash, cash equivalents and restricted cash

As of March 31, 2025, we had $53.2 million in cash, cash equivalents, and restricted cash, a decrease of $8.8 million compared to $62.0 million as of March 31, 2024.

Cash and cash equivalents consist of highly-liquid investments with original maturities of less than three months.

Our restricted cash balance of $1.2 million and $1.1 million at March 31, 2025 and 2024 respectively, consists of security deposits for future chargebacks and amounts on deposit with certain financial institutions.

Our marketable securities balance of $68.6 million and $204.3 million at March 31, 2025 and 2024 respectively, consists of investments in corporate and US treasury securities .

Net cash provided by (used in) financing activities

Net increase (decrease) in cash, cash equivalents and restricted cash

As of June 30, 2025, we had $47.4 million in cash, cash equivalents, and restricted cash, a decrease of $86.8 million compared to $134.2 million as of June 30, 2024.

Cash and cash equivalents consist of highly-liquid investments with original maturities of less than ninety days.

Our restricted cash balance of $1.2 million and $1.1 million at June 30, 2025 and 2024 respectively, consists of security deposits for future chargebacks and amounts on deposit with certain financial institutions.

Our marketable securities balance of $88.2 million and $142.7 million at June 30, 2025 and 2024 respectively, consists of investments in corporate and US treasury securities .

We maintain cash account balances in excess of Federal Deposit Insurance Corporation (FDIC) insured limits.

Operating activities

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Net cash provided by (used in) operating activities for the three months ended March 31, 2025 and 2024 was $0.4 million and $(3.4) million, respectively.

This consisted primarily of our net losses adjusted for certain non-cash items including depreciation, stock-based compensation, debt discount amortization, amortization of intangible assets, bad debt expense, gain on convertible note extinguishment, and the effect of changes in working capital.

Net cash provided by operating activities for the three months ended June 30, 2025 and 2024 was $13.6 million and $11.7 million, respectively.

This consisted primarily of our net losses adjusted for certain non-cash items including depreciation, stock-based compensation, debt discount amortization, debt premium amortization, amortization of intangible assets, bad debt expense, and the effect of changes in our working capital accounts.

Net cash provided by operating activities for the six months ended June 30, 2025 and 2024 was $14.0 million and $8.3 million, respectively.

This consisted primarily of our net losses adjusted for certain non-cash items including depreciation, stock-based compensation, debt discount amortization, debt premium amortization, amortization of intangible assets, bad debt expense, gain on convertible note extinguishment, and the effect of changes in our working capital accounts.

Investing activities

Net cash provided by (used in) investing activities during the three months ended March 31, 2025 and 2024 was $17.4 million and $(6.9) million, respectively.

In the three months ended March 31, 2025, this consists primarily of the sale and maturity of marketable securities of $28.6 million offset by the purchase of marketable securities of $7.9 million and the cash paid for the website domain name of $2.4 million.

In the three months ended March 31, 2024, this consists primarily of the sale and maturity of marketable securities of $29.4 million offset by the purchase of property and equipment of $0.8 million and the purchase of marketable securities of $35.5 million.

Net cash provided by (used in) investing activities during the three months ended June 30, 2025 and 2024 was ($21.2) million and $60.3 million, respectively.

In the three months ended June 30, 2025, this consists primarily of the purchase of marketable securities of $32.6 million and the cash paid for the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $1.7 million offset by the sale and maturity of marketable securities of $13.0 million.

In the three months ended June 30, 2024, this consists primarily of the sale and maturity of marketable securities of $62.5 million offset by the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $1.1 million and the purchase of marketable securities of $1.0 million.

Net cash provided by (used in) investing activities during the six months ended June 30, 2025 and 2024 was ($3.9) million and $53.4 million, respectively.

In the six months ended June 30, 2025, this consists primarily of the purchase of marketable securities of $40.5 million, the cash paid for the website domain name of $2.4 million, and purchase of property, equipment, leasehold improvements and capitalized internal-use software of 2.5 million offset by the sale and maturity of marketable securities of $41.6 million .

In the six months ended June 30, 2024, consists primarily of the sale and maturity of marketable securities of $92.0 million offset by the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $1.9 million and the purchase of marketable securities of $36.6 million.

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Financing activities

Net cash used in financing activities during the three months ended March 31, 2025 and 2024 was $54.9 million and $0.5 million, respectively.

In the three months ended March 31, 2025, this was attributable to the repayment of convertible notes of $54.5 million and taxes paid related to net share settlement of stock options of $1.2 million offset by the proceeds from exercise of stock options of $1.1 million.

In the three months ended March 31, 2024, this was attributable to proceeds from exercise of stock options of $1.0 million offset by withholdings from the issuance of shares of common stock pursuant to the exercise of stock options and vesting of restricted stock units of $1.3 million and repayments of debt of $0.1 million.

Net cash provided by financing activities during the three months ended June 30, 2025 and 2024 was $1.8 million and $0.1 million respectively.

In the three months ended June 30, 2025, this was attributable to the proceeds from exercise of stock options of $1.9 million offset by the taxes paid related to net share settlement of stock options of $0.1 million.

In the three months ended June 30, 2024, this was attributable to proceeds from exercise of stock options of $0.2 million offset by repayments of debt of $0.1 million.

Net cash used in financing activities during the six months ended June 30, 2025 and 2024 was $53.0 million and $0.4 million, respectively.

In the six months ended June 30, 2025, this consists primarily of repayment of convertible notes of $54.5 million and taxes paid related to net share settlement of stock options of $1.4 million offset by the proceeds from exercise of stock options of $3.1 million.

In the six months ended June 30, 2024, consists primarily of exercise of taxes paid related to net share settlement of stock options of $1.3 million and repayments of debt of $0.1 million offset by the proceeds from exercise of stock options of $1.2 million.

Liquidity and capital resources

We are committed to cash flow generation and cash management by focusing on operational discipline, and we continue to evaluate all of our spending to look for opportunities to drive improvements in cash flow.

Our success in transitioning our customer base from legacy month-to-month contracts to annual contracts has continued to result in improved cash flow as these efforts have increased the timing of our cash receipts and reduced our overall subscription churn rate.

Our operational short-term liquidity needs are primarily driven by working capital requirements to support sales and marketing, research and development, and on-going innovation.

In particular, we are focused on the continued improvement of our platform architecture, transformation initiatives, and the launch of new products, such as BigCommerce Payments.

Our success in transitioning our customer base from legacy month-to-month contracts to annual contracts has continued to result in improved cash flow and cash collections as these efforts have increased the timing of our cash receipts and reduced our overall subscription churn rate.

Our operational short-term liquidity needs are primarily driven by working capital requirements to support sales and marketing, research and development, on-going AI innovation, and continued enhancements to our unified platform.

In particular, we are focused on the continued improvement of our unified platform architecture, transformation initiatives, and the launch of new products.

Our future capital requirements will depend on many factors, including our growth rate, levels of revenue, the expansion of sales and marketing activities, market acceptance of our platform, the results of business initiatives including our efforts in transitioning our customers to annual billings, continued reduction in churn, the timing of new product introductions, investments in our ecommerce platform to enhance our flagship commerce platform, BigCommerce, our data feed management platform, Feedonomics, and our brand and commerce site builder and visual editor, Makeswift, the continued advancement of our AI strategy, the continued impact of shifting trade policies and increased tariffs as well as inflation on the global economy, market risk due to elevated interest rates, our business, financial condition, and results of operations.

We believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months.

With our repurchases of the 2026 Convertible Notes, there was a reduction in our cash and cash equivalents and marketable securities.

However, we believe as a result of the repurchases and extension of the remaining obligation, we have decreased our overall debt leverage and better optimized our maturities.

The restructuring of the convertible notes requires semi-annual interest payments and increases our contractual interest rate to 7.50 percent.

As a result of the repurchases of the 2026 Convertible Notes in fiscal 2024, we have reduced our overall leverage.

In addition, we believe that the concurrent exchange of $161.2 million of 2026 Convertible Notes for $150.0 million 2028 Convertible Notes has optimized our debt maturities.

From time to time, we may seek to repurchase, redeem or otherwise retire our Convertible Notes through cash repurchases and/or exchanges for equity securities, in open market repurchases, privately negotiated transactions, tender offers or otherwise.

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The amounts involved may be material.

We do not have any material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources.

2028 Convertible Notes

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Bank Trust Company, National Association, as trustee.

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The 2028 Convertible Notes are our senior, initially unsecured obligations and will 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.

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The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the 2028 Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

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addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the 2028 Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

We may not redeem the 2028 Convertible Notes at its option at any time before October 7, 2026.

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In addition, to the extent the Company incurs subordinated indebtedness pursuant to the terms of the Indenture, it will be required to secure the 2028 Convertible Notes, subject only to prior security interests in favor of lenders under any senior secured revolving credit facility, if then outstanding.

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2026 Convertible Notes

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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 accrues at a rate of 0.25 percent per annum, payable semi-annually in arrerars on April 1 and October 1 of each year, beginning on April 1, 2022.

Interest on the 2026 Convertible Notes accrues at a rate of 0.25 percent per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022.

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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 $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.

Off-balance sheet arrangements

We did not have any off-balance sheet arrangements as of March 31, 2025 or as of December 31, 2024.

We did not have any off-balance sheet arrangements as of June 30, 2025 or as of December 31, 2024.

Critical accounting policies and estimates

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Because of the short-term maturities of our cash, cash equivalents, restricted cash, and marketable securities, we do not believe that an increase in market rates would have any significant negative impact on the realized value of our investments.

An immediate increase or decrease in interest rates of 100 basis points at March 31, 2025 could result in a $0.8 million market value reduction or increase of the same amount.

In August 2024, we issued the 2028 Convertible Notes with an aggregate principal amount of $150.0 million, the full amount of which is outstanding as of March 31, 2025.

An immediate increase or decrease in interest rates of 100 basis points at June 30, 2025 could result in a $1.0 million market value reduction or increase of the same amount.

In August 2024, we issued the 2028 Convertible Notes with an aggregate principal amount of $150.0 million, the full amount of which is outstanding as of June 30, 2025.

The 2028 Convertible Notes have a fixed interest rate of 7.50 percent;

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Foreign currency exchange risk

All of our revenue and a majority of our expense and capital purchasing activities for the three months ended March 31, 2025 were transacted in U.S.

All of our revenue and a majority of our expense and capital purchasing activities for the three months ended June 30, 2025 were transacted in U.S.

As we continue our sales and operations internationally, we will be more exposed to changes in foreign exchange rates.

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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 2. Management’s Discussion and Analysis