What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-07-31 · 179 added, 140 removed, 638 unchanged (33% of the section changed)

3 unchanged sentences

(in thousands)

September 30,

Current assets

34 unchanged sentences

(in thousands, except per share amounts)

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Cost of revenue (1)

17 unchanged sentences

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

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

Cost of revenue

7 unchanged sentences

(in thousands)

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Other comprehensive loss:

Net unrealized loss on marketable securities

Net unrealized gain on marketable securities

Total comprehensive loss

2 unchanged sentences

Commerce.com, Inc.

Condensed Consolidated Statements o f Stockholders’ Equity

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands)

For the three and six months ended June 30, 2025

For the three and nine months ended September 30, 2025

Comprehensive

11 unchanged sentences

Balance at June 30, 2025

For the three and six months ended June 30, 2024

Proceeds from exercise of stock options

Release of restricted stock units

Stock-based compensation

Total other comprehensive income

Balance at September 30, 2025

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Commerce.com, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands)

For the three and nine months ended September 30, 2024

Comprehensive

13 unchanged sentences

Balance at June 30, 2024

Proceeds from exercise of stock options

Release of restricted stock units

Stock-based compensation

Total other comprehensive income

Balance at September 30, 2024

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

3 unchanged sentences

(in thousands)

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Cash flows from operating activities

5 unchanged sentences

Provision for expected credit losses

Real estate and internal-use software charges

Gain on lease modification

Gain on convertible notes extinguishment

19 unchanged sentences

Repayment of convertible notes and financing obligation

Net cash provided by (used in) financing activities

Net cash used in financing activities

Net change in cash and cash equivalents and restricted cash

4 unchanged sentences

Cash paid for taxes

Right-of-use asset obtained in exchange for new operating lease liability

Noncash investing and financing activities:

1 unchanged sentence

Fair value of shares issued as consideration for acquisition

Right-of-use asset obtained in exchange for new operating lease liability

Principal amount of 2028 Convertible Notes exchanged

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

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

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.

Effective July 31, 2025, BigCommerce Holdings, Inc.

changed its corporate name to Commerce.com, Inc.

(the "Company").

In connection with the corporate name change, the Company's ticker symbol on the Nasdaq Global Market changed from "BIGC" to "CMRC."

The Company is the parent brand behind the BigCommerce, Feedonomics, and Makeswift products, 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.

3 unchanged sentences

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.

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., and its consolidated subsidiaries , formerly known as BigCommerce Holdings, Inc.

Summary of significant accounting policies

5 unchanged sentences

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 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.

The results of operations for the three and nine months ended September 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

7 unchanged sentences

• the allowance for credit losses;

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• constrained revenue;

2 unchanged sentences

• fair value of certain stock awards issued;

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• valuation of convertible notes;

11 unchanged sentences

ASU 2023-09 is effective for the Company’s annual periods beginning after December 15, 2024.

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

The Company does not expect the adoption to have a material impact on the consolidated financial statements.

ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220)

13 unchanged sentences

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.

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.

ASU 2025-05, Financial Instruments - Credit Losses (Topic 326)

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets.

The amendments in this update provides a practical expedient for measuring expected credit losses on current trade receivables and contract assets by assuming that current conditions remain unchanged over the life of the asset, and for non-public business entities, an accounting policy election to consider subsequent cash collections.

ASU 2025-05 is effective for the Company's fiscal years beginning after December 15, 2025, and interim periods with those annual reporting periods.

ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The amendments in this Update remove all references to prescriptive and sequential software developmental stages (referred to as "project stages").

ASU 2025-06 requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose.

ASU 2025-06 is effective for the Company's fiscal

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years beginning after December 15, 2027, and interim periods with those annual reporting periods.

Early adoption is permitted.

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

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 balance sheets, results of operations or cash flows.

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 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’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.

11 unchanged sentences

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 June 30, 2025 and December 31, 2024 included unbilled receivables of $ 13.5 million and $ 15.5 million, respectively.

The accounts receivable balance at September 30, 2025 and December 31, 2024 included unbilled receivables of $ 12.4 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.

3 unchanged sentences

The estimate of the amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances, historical customer delinquency, and assessment of the overall portfolio and general economic conditions.

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The allowance for credit losses consisted of the following:

3 unchanged sentences

Recoveries of credit losses

Write-offs charged against the allowance

Write-offs recorded against the allowance

Balance at March 31, 2025

Provision for expected credit losses

Write-offs charged against the allowance

Write-offs recorded against the allowance

Balance at June 30, 2025

Provision for expected credit losses

Recoveries of credit losses

Write-offs recorded against the allowance

Balance at September 30, 2025

Contract Assets

2 unchanged sentences

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

Net contract assets wer e $ 2.9 million as of September 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.

1 unchanged sentence

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

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Company’s contract assets.

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

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

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.

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

Deferred commissions

8 unchanged sentences

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

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.

The Company recogniz ed $ 7.6 million and $ 39.7 million o f previously deferred revenue during the three and nine months ended September 30, 2025.

The Company's deferred revenue balance increased $ 12.6 million as of September 30, 2025, compared to December 31, 2024, which was primarily drive n by timing of annual billing cycles.

Revenue Recognition

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Subscription solutions

23 unchanged sentences

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

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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 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.

14 unchanged sentences

These considerations include the level of integration, interdependency, and interrelation between the implementation and hosting services.

The Company has concluded that the integration services included in contracts with hosting obligations are not distinct.

The Company has concluded that the integration services included in contracts with hosting

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obligations are not distinct.

As a result, the Company defers any arrangement fees for integration services and recognizes such amounts over the life of the hosting obligation commencing when the integration has been completed.

11 unchanged sentences

(in thousands)

As of June 30, 2025

As of September 30, 2025

Cost of revenue

6 unchanged sentences

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 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 measures the fair value of RSUs based on the closing market price of the common stock on the date of grant.

RSUs ge nerally vest over a four-year period either (i) in equal annual installments, or (ii) 25 percent on the one-year anniversary of the grant date with the remaining 75 percent vesting in equal quarterly installments thereafter, in each case, subject to continued service.

Stock-based compensation expense is recognized on a straight-line basis 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.

9 unchanged sentences

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

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Restructuring charges

7 unchanged sentences

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.

Capitalized Internal-Use Software Costs

The Company capitalizes software costs associated with the development of internal software in accordance with ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software.

These costs are incurred during the application development phase and me et other requirements for capitalization.

Capitalized software costs are recorded as part of property and equipment, net, and capitalized software costs related to hosting arrangements are recorded within prepaid expenses and other assets within the condensed consolidated balance sheets.

These costs are amortized once placed in service over the useful life, which is generally 36 months .

Capitalized Interest

1 unchanged sentence

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.

Capitalized interest costs related to software development associated with internal-use software are recorded as part of property and equipment, net, and capitalized interest costs related to hosting arrangements are recorded within prepaid expenses and other assets within the condensed consolidated balance sheets.

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.

4 unchanged sentences

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

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

1 unchanged sentence

The following table disaggregates revenue by major source:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(in thousands)

2 unchanged sentences

Revenue by geographic region was as follows:

Three months ended June 30,

Six months ended June 30,

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Three months ended September 30,

Nine months ended September 30,

(in thousands)

2 unchanged sentences

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 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.

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

Revenue attributed to EMEA was approximately 12 percent for the three and nine months ended September 30, 2025 .

Revenue attributed to EMEA was approximately 12 percent and 11 percent for the three and nine months ended September 30, 2024, respectively.

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

Deferred commissions

1 unchanged sentence

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 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.

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

Sales commissions o f $ 1.2 million a nd $ 2.2 million were deferred for the three months ended September 30, 2025 and 2024, respectively;

an d $ 3.4 million a nd $ 7.0 million were deferred for the nine months ended September 30, 2025 and 2024, respectively.

Deferred commission amortization expense wa s $ 2.3 million and $ 2.6 million for the three months ended September 30, 2025 and 2024, respectively;

an d $ 7.4 million an d $ 7.3 million for the nine months ended September 30, 2025 and 2024 , respectively.

Fair value measurements

6 unchanged sentences

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 June 30, 2025 and December 31, 2024:

As of June 30, 2025

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

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As of September 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 $ 39.3 million of cash as of June 30, 2025 .

(1) Included in “Cash and cash equivalents” in the accompanying Condensed Consolidated Balance Sheets, in addition t o $ 45.8 million of cash as of September 30, 2025 .

As of December 31, 2024

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(in thousands)

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

2 unchanged sentences

Total marketable securities

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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

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

As of September 30, 2025

(in thousands)

6 unchanged sentences

Total marketable securities

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As of December 31, 2024

10 unchanged sentences

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 and six months ended June 30, 2025 and 2024.

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

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:

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

Intangible assets are amortized on a straight-line basis over the useful life.

During fiscal 2025, the Company acquired a website domain name for $ 2.4 million.

Intangible assets amortiz ation w as $ 1.9 million and $ 2.4 million for the three months ended September 30, 2025 and 2024, respectively, and was $ 6.8 million a nd $ 7.4 million for the nine months ended September 30, 2025 and 2024, respectively.

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

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

(in thousands)

June 30, 2025

Remaining six months of 2025

September 30, 2025

Remaining three months of 2025

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

1 unchanged sentence

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

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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 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 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.

1 unchanged sentence

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 or statements of cash flows.

The Company is not presently a party to any legal proceedings that, if

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determined adversely to the Company, would have a material adverse effect on the Company's condensed consolidated financial statements or statements of cash flows.

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 June 30, 2025 as follows:

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

(in thousands)

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 .

As of September 30, 2025

Remaining three months of 2025

The Company leases or subleases f acilities under operating lease agreements that expire at various dates through 2031 .

Some of these arrangements contain renewal options and require the Company to pay taxes, insurance and maintenance costs.

2 unchanged sentences

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

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.

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

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

During fiscal 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 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.

Operating lease expense w as $ 0.4 million an d $ 0.6 million for the three months ended September 30, 2025 and 2024, respectively, and w as $ 1.0 million and $ 2.0 million for the nine months ended September 30, 2025 and 2024, respectively.

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

(in thousands)

As of June 30, 2025

Remaining six months of 2025

As of September 30, 2025

Remaining three months of 2025

Total minimum lease payments

7 unchanged sentences

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 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.

For the three and nine months ended September 30, 2025 , the Company recorded $ 0.7 million and $ 2.1 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.

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Restructuring charges

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 $ 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 June 30, 2025

During 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 and rebranding.

The following table summarizes the activities related to the 2024 Restructure:

As of September 30, 2025

As of December 31, 2024

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Liability, end of the period

Within the condensed consolidated balance sheet, the liability for severance benefits are recorded to other current liabilities.

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

The Company does not expect to incur any additional costs relating to the 2024 Restructure.

Other liabilities

The following table summarizes the components of other current liabilities:

As of June 30,

The following table summarizes the components of other liabilities:

As of September 30,

As of December 31,

5 unchanged sentences

Accrued Interest

Other liabilities

Total Other liabilities

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1 unchanged sentence

Fair Value Measurements), are as follows:

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

12 unchanged sentences

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 June 30, 2025 which are further discussed below:

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

Date of Issuance

9 unchanged sentences

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

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(in thousands)

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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.

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

As of September 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.

2 unchanged sentences

2026 Convertible Notes

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

As of September 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 0.73 percent over the term of the 2026 Convertible Notes.

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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.

As of September 30, 2025, a total of 3,052,290 s hares 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.

Six months ended June 30,

Nine months ended September 30,

Weighted-average grant date fair value of options

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Expected life in years

5.30 - 6.09 years

The Company estimated its future stock price volatility using a combination of its observed option-implied volatilities and its peer historical volatility calculations.

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Plan shares expired or canceled

Balance as of June 30, 2025

Balance as of September 30, 2025

Vested and expected to vest

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.

Exercisable as of September 30, 2025

The expected stock-based compensation expense remaining to be recognized as of September 30, 2025 is $ 4.4 million 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 2.60 years.

Restricted Stock Units

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

Restricted stock unit activity for the nine months ended September 30, 2025 was as follows:

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Vested and converted to shares

Balance as of June 30, 2025

Balance as of September 30, 2025

Vested and expected to vest

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

The expected stock-based compensation expense remaining to be recognized as of September 30, 2025 is $ 30.2 million related to RSUs, which reflects outstanding RSUs that are vested and outstanding RSUs that are expected to vest.

This expense will be recognized over a weighted-average period of 2.54 years.

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

(in thousands)

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Vested and converted to shares

Balance as of June 30, 2025

Balance as of September 30, 2025

Vested and expected to vest

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 %

Nine months ended September 30,

Risk-free interest rate

4.22 % - 4.31 %

Dividend yield

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.

The expected stock-based compensation expense remaining to be recognized as of September 30, 2025 is $ 2.8 million related to PSUs (performance-based and market-based awards), which reflects outstanding PSUs that are vested and outstanding PSUs that are expected to vest.

This expense will be recognized over a weighted-average period of 1.53 years.

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 income tax expense for the three and nine months ended September 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 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.

For the three months ended September 30, 2025 and 2024 , the Company’s provision for income taxes reflected an effective tax rate of ( 10.44 ) percent and ( 4.00 ) percent, respectively.

For the nine months ended September 30, 2025 and 2024 , the Company had an effective tax rate of ( 9.55 ) percent and ( 2.89 ) percent, respectively.

For the three and nine months ended September 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.

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

The Company’s total income tax expense consists primarily of deferred income tax expense relating to the tax amortization of acquired goodwill, and current income tax expense from foreign operations.

Operating losses and tax credits generated in years prior to 2020 remain open to adjustment until the statute of limitations closes for the tax year in which the net operating losses are utilized.

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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.

During the three months ended September 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

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax

Table of Content

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.

Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

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

The Company accounted for the effects of OBBBA on the Company's tax provision in the three and nine months ended September 30, 2025, which was determined to be immaterial.

While further evaluation is ongoing, the OBBBA is not expected to have a material impact on the Company's balance sheet, statement of operations or cash flows .

Table of Content

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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,

Because the Company has reported a net loss for the three and nine months ended September 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 September 30,

Nine months ended September 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 June 30,

As of September 30,

(in thousands)

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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