What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-07-31 · 126 added, 108 removed, 333 unchanged (41% 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.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.

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.

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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.

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.

We continue to advance our AI strategy with a focus 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.

We have architected Commerce to address this shift directly.

Feedonomics now syndicates enriched, structured product data across major AI discovery surfaces, enabling merchants to reach customers at the point of decision.

Through our open, modular platform, merchants can integrate AI driven services, such as agent-assisted support, dynamic pricing, intelligent fulfillment, and automated merchandising, into their commerce stack at their own pace.

Our partnerships with leading AI-focused companies further extend these capabilities by enabling structured and enriched product data to flow into AI-powered search and answer engines, improving merchant visibility and performance.

These initiatives are designed 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, ensuring merchants remain discoverable, performant, and in control of their customer experience as the industry transitions toward an AI and agent led era of commerce.

Investment in core offerings

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.

The rapid growth in ecommerce adoption is driven by digital transformation, the rise of AI-powered discovery, and shifts in buyer behavior are 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.

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

We continued to make strategic progress in our small business customer base with the launch of Feedonomics Surface, a new self-service feed management solution.

The solution delivers a streamlined, automated experience designed to support scalability and operational efficiency.

This represents an extension of enterprise grade functionality to small business merchants.

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enhancements are expected to include additional advertising channel integrations, data enrichment capabilities, and AI driven feed optimization features to further improve merchant performance and retention.

Expansion of growth initiatives

We are advancing initiatives to expand platform capabilities and support revenue growth.

We initiated a beta launch of Feedonomics self-serve and plan to broaden its availability with additional paid features.

Our new branded payments offering will launch in fiscal year 2026, 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 is designed to enhance our overall monetization and alignment with merchants, while improving customer retention and introducing modern payments capabilities in a scalable, capital-efficient manner.

As part of our bundling strategy, we announced our intention to partner with a performance and error monitoring platform to enhance the merchant experience, with additional bundled offerings under development.

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

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

While we are not directly involved in manufacturing or logistics, many of our customers operate across borders and within affected supply chains.

We are closely monitoring how shifting trade policies and increased tariffs may impact international sellers and brands sourcing from affected regions.

We are closely monitoring how shifting trade policies and tariffs may impact international sellers and brands sourcing from affected regions.

Although we have not observed a material impact on our performance to date, we remain cautious and continue to partner with our customers to provide flexible solutions that support their agility in a dynamic macroeconomic environment.

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Increases or decreases in our business metrics may not correspond with increases or decreases in our revenue.

As an example, some of our business metrics include annual revenue run-rate ("ARR"), subscription annual revenue run-rate ("Subscription ARR") , average revenue per account ("ARPA"), and others are calculated as of the end of the last month of the reporting period.

As an example, some of our business metrics include annual revenue run-rate ("ARR"), subscription annual revenue run-rate ("Subscription ARR"), and average revenue per account ("ARPA").

Annual revenue run-rate

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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 June 30, 2025, includes all subscription solutions and professional services billed between January 1, 2025, and June 30, 2025.

For example, ARPA as of September 30, 2025, includes all subscription solutions and professional services billed between January 1, 2025, and September 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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To measure the effectiveness of our ability to execute against our growth strategy, we calculate ARR attributable to enterprise accounts.

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The chart below illustrates certain of our key business metrics as of the periods ended:

September 30,

ARR (in thousands)

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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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Cost of revenue

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Cost of revenue consists primarily of:

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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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Other expense primarily consists of foreign currency translation adjustments.

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Provision for income taxes

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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.

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

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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General and administrative

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Revenue by geographic region

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,

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

Three months ended September 30,

Nine months ended September 30,

(dollars in thousands)

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Total Revenue

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

Comparison of the three and nine months ended September 30, 2025 and September 30, 2024

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

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(dollars in thousands)

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Total revenue

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.

Total revenue increased for the three months ended September 30, 2025, from the three months ended September 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.

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

Total revenue increased for the nine months ended September 30, 2025, from the nine months ended September 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.

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

Cost of revenue, gross profit, and gross margin

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(dollars in thousands)

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Gross margin percentage

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.

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

The decrease in expense was primarily attributable to the recording of certain expenses in sales and marketing in the third 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 reductions in payroll costs and share-based compensation expense of $1.7 million, offset by increases in web hosting of $0.8 million, $0.6 million of IT related costs, and other expenses such as professional services and depreciation of $0.4 million.

Cost of revenue decreased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024.

A portion of the decrease is attributable to the recording of certain expenses in sales and marketing in the third quarter of 2025 while in

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prior years expenses of $4.3 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 $3.5 million, partially offset by increases in IT related costs of $1.6 million, web hosting costs of $0.8 million, and $0.6 million of professional service costs.

Operating expenses

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

Three months ended June 30,

Three months ended September 30,

As a % of Total Revenue

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Total operating expenses

Six months ended June 30,

Nine months ended September 30,

As a % of Total Revenue

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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.

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

The period over period increase was largely related to the recording of certain expenses in sales and marketing in the third 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 increase of $1.1 million was primarily driven by increases in software and professional service costs.

Sales and marketing expenses increased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024.

A portion of the period over period increase was related to the recording of certain expenses in sales and marketing in the nine months ended September 30, 2025 while in prior years expenses of $5.9 million were recorded in cost of revenue and general and administrative due to changes in employee roles.

The impact of change of roles increase was offset by the period over period decrease of $4.2 million which was primarily due to lower marketing spend of $4.7 million, miscellaneous expenses of $0.4 million, and $0.2 million of depreciation and facilities, partially offset by an increase of $1.1 million of software costs.

We expect that sales and marketing expenses will increase in absolute dollars and remain consistent as a percentage of revenue for the remainder of the fiscal year.

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.

Research and development expenses decreased for the three months ended September 30, 2025 from the three months ended September 30, 2024, primarily due to a decrease in salaries and share-based compensation expense of $2.7 million primarily due to the

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2024 Restructure, and a decrease of $1.0 million in software costs and depreciation and facilities, partially offset by an increase professional services costs of $0.3 million.

Research and development expenses decreased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024, primarily due to a decrease in salaries and share-based compensation expense of $5.0 million driven by the 2024 Restructure and reductions in software costs of $1.5 million, partially offset by increases in professional services costs of $0.4 million.

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

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.

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

A portion of the decrease is attributable to the recording of certain expenses in sales and marketing in the third 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 $1.5 million decrease in bad debt expense, a reduction of $1.5 million in professional services costs, decreases in other expenses such as depreciation and insurance of $0.7 million, and decrease in salaries and share-based compensation expense of $0.4 million.

These reductions in costs were offset by an increase in IT related costs of $0.4 million.

General and administrative expenses decreased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024.

A portion of the decrease is attributable to the recording of certain expenses in sales and marketing in the nine months ended September 30, 2025 while in prior years expenses of $1.6 million were recorded in general and administrative due to changes in employee roles.

The remaining change was primarily related to decreases in salaries and share-based compensation expense of $4.0 million, other expenses such as depreciation and insurance of $1.2 million, decrease in bad debt expense of $0.9 million.

These reductions in costs were offset by an increase in professional services costs of $2.5 million.

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.

Amortization of intangible assets decreased for the three and nine months ended September 30, 2025 from the three and nine months ended September 30, 2024 as a result of certain acquired asset being fully amortized.

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.

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

Restructuring charges

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.

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

For the three months ended September 30, 2025, restructuring charges primarily consisted of professional services and accelerated depreciation.

Restructuring charges decreased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024.

For the nine months ended September 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.

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

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(dollars in thousands)

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Total Other income

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

Gain on convertible note extinguishment was $3.9 million for the nine months ended September 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.

Interest income decreased for the three and nine months ended September 30, 2025 from three and nine months ended September 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.

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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.

Interest expense increased for the three and nine months ended September 30, 2025 from the three and nine months ended September 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 increased for the three months ended September 30, 2025 from the three months ended September 30, 2024.

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

Other expenses decreased for the three and nine months ended September 30, 2025 from three and nine months ended September 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 $0.1 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.

Our provision for income taxes decreased approximately $0.1 million for the three months ended September 30, 2025 from September 30, 2024.

This decrease was due to changes in foreign activities.

Our provision for income taxes increased $0.3 million for the nine months ended September 30, 2025 from the nine months ended September 30, 2024.

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

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

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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Net cash provided by (used in) investing activities

Net cash provided by (used in) financing activities

Net cash 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.

As of September 30, 2025, we had $51.1 million in cash, cash equivalents, and restricted cash, an increase of $14.1 million compared to $37.0 million as of September 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 .

Our restricted cash balance of $1.2 million and $1.5 million at September 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 $92.1 million and $133.0 million at September 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.

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Operating activities

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.

Net cash provided by operating activities for the three months ended September 30, 2025 and 2024 was $10.6 million and $5.6 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.

Net cash provided by operating activities for the nine months ended September 30, 2025 and 2024 was $24.5 million and $13.9 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 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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Net cash provided by (used in) investing activities during the three months ended September 30, 2025 and 2024 was ($6.8) million and $9.3 million, respectively.

In the three months ended September 30, 2025, this consists primarily of the purchase of marketable securities of $44.3 million and the cash paid for the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $3.0 million offset by the sale and maturity of marketable securities of $40.5 million.

In the three months ended September 30, 2024, this consists primarily of the sale and maturity of marketable securities of $59.7 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 $49.4 million.

Net cash provided by (used in) investing activities during the nine months ended September 30, 2025 and 2024 was ($10.7) million and $62.6 million, respectively.

In the nine months ended September 30, 2025, this consists primarily of the purchase of marketable securities of $84.8 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 5.4 million offset by the sale and maturity of marketable securities of $82.1 million.

In the nine months ended September 30, 2024, consists primarily of the sale and maturity of marketable securities of $151.6 million offset by the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $2.9 million and the purchase of marketable securities of $86.0 million.

Financing activities

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.

Net cash used in financing activities during the three months ended September 30, 2025 and 2024 was $0.1 million and $112.1 million respectively.

In the three months ended September 30, 2025, this was attributable to the taxes paid related to net share settlement of stock options of $0.5 million offset by the proceeds from exercise of stock options of $0.4 million.

In the three months ended September 30, 2024, this was attributable to repayment of convertible notes and financing obligations of $108.7 million, payments of convertible note issuance and related third-party costs of $2.5 million, and taxes paid related to the settlement of stock options and restricted stock units of $1.1 million, partially offset by proceeds from exercise of stock options of $0.2 million.

Net cash used in financing activities during the nine months ended September 30, 2025 and 2024 was $53.1 million and $112.4 million, respectively.

In the nine months ended September 30, 2025, this consists primarily of repayment of convertible notes of $54.5 million, payment of convertible notes issuance costs and related third party fees of $0.2 million, and taxes paid related to net share settlement of stock options of $1.9 million offset by the proceeds from exercise of stock options of $3.5 million.

In the nine months ended September 30, 2024, consists primarily of payments related to the repurchase and repayment of convertible notes and refinancing obligations of $109.0 million, $2.5 million of payments for convertible note issuance and related third-party costs, and $2.4 million of taxes paid related to the settlement of stock options and restricted stock units, partially offset by the proceeds from exercise of stock options of $1.5 million.

Liquidity and capital resources

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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.

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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.

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

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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.

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.

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

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(ii) the Company’s failure to send certain notices under the 2028 Convertible Notes Indenture within specified periods of time;

(iii) the Company’s failure to comply with certain covenants in the 2028 Convertible Notes Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person;

(iii) the Company’s failure

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to comply with certain covenants in the 2028 Convertible Notes Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person;

(iv) a default by the Company in its other obligations or agreements under the 2028 Convertible Notes Indenture or the 2028 Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the 2028 Convertible Notes Indenture;

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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 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.

Off-balance sheet arrangements

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

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

Critical accounting policies and estimates

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There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report.

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Recent accounting pronouncements

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Such interest-earning instruments carry a degree of interest rate risk.

To minimize interest rate risk in the future, we intend to maintain our portfolio of cash equivalents in a variety of investment-grade securities, which may include commercial paper, money market funds, and government and non-government debt securities.

To minimize interest rate risk in the future, we intend to maintain our portfolio of cash equivalents in a variety of investment-grade securities, which may include money market funds, and government and non-government debt securities.

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 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.

An immediate increase or decrease in interest rates of 100 basis points at September 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 September 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 June 30, 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 September 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