What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-06 · 210 added, 222 removed, 237 unchanged (65% of the section changed)

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Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in “Risk Factors.” See “Special Note Regarding Forward-Looking Statements.”

Investors and others should note that we announce material financial information to our investors using our investor relations website (investors.bigcommerce.com), SEC filings, press releases, public conference calls and webcasts.

Investors and others should note that we announce material financial information to our investors using our investor relations website (investors.commerce.com), SEC filings, press releases, public conference calls and webcasts.

We intend to use our investor relations website as a means of disclosing information about our business, our financial condition and results of operations and other matters and for complying with our disclosure obligations under Regulation FD.

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The information on our website, however, is not, and should not be deemed to be, a part of this Quarterly Report on Form 10-Q.

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

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

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

We believe we are well positioned to serve as a provider of an open, AI-driven commerce platform designed to support data-centric, distributed, and orchestrated commerce.

Our platform is designed to extend the storefront across an expanding set of product discovery and shopping surfaces, enhancing merchant visibility and engagement, and to support how businesses operate, innovate, and grow as AI-driven and agent-enabled commerce continues to evolve.

Our software-as-a-service platform enables merchants to orchestrate sophisticated digital commerce experiences across both owned and third-party channels, supporting a wide range of business-to-business ("B2B"), business-to-consumer ("B2C"), and small business ("SB") use cases.

Our unified platform is anchored by three core products:

BigCommerce, our flexible and open commerce engine;

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

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

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

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

BigCommerce, our transaction layer that executes transactions and commerce logic;

Feedonomics, our product intelligence layer that creates a clean, enriched, structured understanding of products;

and Makeswift, our experience layer that composes and governs what the customer sees across web, mobile, and emerging AI interfaces.

Together, these products enable merchants to centralize product data, deliver dynamic shopping experiences, and improve visibility across a growing set of discovery and buying channels, including emerging agentic surfaces.

Through this integrated platform, we deliver differentiated value to merchants operating across complex markets, industries, and commerce workflows.

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

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

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

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

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

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

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

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

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

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

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

Our platform integrates across payments, tax, shipping, order management, content management system ("CMS"), customer relationship management ("CRM"), and AI-enhanced marketing technology.

Our strategy differentiates us from competitors that seek to control the full commerce technology stack;

we instead focus our innovation and investment on core commerce capabilities, data orchestration, and platform extensibility, while enabling merchants to select best-of-breed solutions that meet their specific needs.

Digital commerce continues to evolve as consumers discovery and purchasing behavior increasingly fragments across AI-driven and third-party surfaces.

Buyers are more frequently beginning their purchase journeys in AI interfaces rather than directly on a merchant's owned storefront.

We provide the structured product data, composable technology, and scalable infrastructure that help merchants remain discoverable, trustworthy, and capable of transacting wherever those journeys begin.

Our rebrand reflects both who we are today and our view of where digital commerce is going as we operate as a connected platform spanning storefronts, product data, and commerce experiences.

We plan to continue investing in our strategic B2B, B2C, and SB offerings, with an emphasis on simplifying our business, realigning investment toward our highest-value initiatives, and building scalable infrastructure to support AI-enabled and agentic commerce use cases.

We expect to advance our growth strategy through continued product innovation, expansion of strategic partnerships, and development of AI-driven commerce solutions that address increasingly complex merchant needs.

We also intend to grow our business by acquiring new customers, expanding adoption and usage among existing customers, mitigating churn, and selectively expanding our presence in new markets, while maintaining a disciplined focus on operating efficiency and profitability

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

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

While Commerce has historically been described as storefront-centric, we believe it is increasingly becoming more data-centric, distributed, and orchestrated.

Product data must be structured and enriched, discovery and engagement occur across multiple surfaces, and systems must coordinate experience, pricing, inventory, and transaction execution.

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

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

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

This flexible model enhances our ability to support both complex and emerging commerce environments, while improving our ability to cross-sell platform capabilities and drive incremental revenue.

We believe this versatility is a key differentiator in the market and positions us to capture value across a broad spectrum of ecommerce environments.

Our platform is organized across three integrated layers;

product intelligence, experience, and transaction.

Built on an unified, open, API-first framework, the platform enables us to operate as a full-stack solution or provide modular capabilities alongside third-party systems.

We believe this flexibility is increasingly important as AI reshapes how commerce is designed, manage, and transacted across channels.

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 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.

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.

Our AI strategy is focused on delivering practical, merchant-facing outcomes, including improved product discoverability, higher conversion, and more intelligent storefront and shopping experiences.

These efforts are focused on improving usability and efficiency while seeking to limit incremental technical complexity for merchants.

Our platform is designed to address these requirements through three integrated layers.

Feedonomics serves as our product intelligence layer, enabling merchants to normalize, enrich, and syndicate product data across storefronts, marketplaces, advertising channels, and certain AI-enabled discovery surfaces.

Makeswift serves as our experience layer, allowing merchants to create, manage, and govern digital experiences across web, mobile, and emerging interfaces, including those supported by AI technologies.

BigCommerce serves as our transaction layer, providing core transaction functionality, including cart, checkout, order management, pricing, promotions, and related APIs.

We believe the integration of these layers aligns with how commerce systems are evolving as AI adoption increases, with greater emphasis on structured data, governed experiences, and reliable transaction execution.

Our open, API-first architecture allows merchants to deploy our platform as a full solution or alongside third-party systems as needed.

We continue to focus on embedding AI across the commerce lifecycle in a practical and responsible manner as commerce evolves toward more distributed and AI-enabled models.

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 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.

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

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

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

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.

We continue to invest in our core commerce offerings to support growth across enterprise B2B and B2C customer segments, as well as SB use cases.

To support B2B customers, we continued to enhance our platform with features supporting complex organizational structures and workflows, including multi-company hierarchy support, roles based access controls, and configure-price-quote ("CPQ") tool.

We also integrated "B2B Edition" capabilities into the BigCommerce core control panel to provide a more unified user experience across features.

We believe these investments improve our customers' ability to manage complex organizational structures and workflows, streamline purchasing processes, and support more sophisticated pricing and quoting requirements.

We continued to make strategic progress with our small and midsize businesses with the launch of Feedonomics Surface, a new self-service feed management solution.

The solution delivers a streamlined, automated experience designed to support scalable multichannel commerce.

This represents an extension of enterprise grade functionality to smaller merchants.

Future enhancements are expected to include additional advertising, marketplace, social and agentic channel integrations as well as AI driven feed optimization to further improve merchant performance and retention.

To support enterprise B2C customers, we introduced a series of AI-enabled enhancements across our platform, including

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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.

improvements in product catalog categorization, attribute population, and schema mapping.

We also made improvements to other "critical-to-quality" commerce capabilities including checkout, promotions, permissions, payments, storefront creation and editing, and catalog management.

These investments are intended to reduce operational complexity and support product visibility, conversion, and transaction execution across both direct-to-consumer and third-party digital channels.

As AI-enabled technologies and agent-based workflows continue to evolve, we believe the importance of structured product data, governed experience management, and reliable transaction infrastructure will continue to shape our product development priorities, as commerce expands across a broader set of channels, interfaces, and agent-driven environments.

Expansion of growth initiatives

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

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.

These product bundles aim to simplify the commercial requirements of customers’ adoption of composable commerce architectures.

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

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 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.

We continue to evaluate and refine our pricing, packaging, and monetization models to better align value delivered with value captured across our product portfolio.

These efforts may include expanding cross-sell and upsell opportunities, introducing bundled offerings, and developing additional monetization solutions, including payments-related offerings.

In March 2026, we launched BigCommerce Payments, an integrated payment processing option designed primarily for small and mid-sized customers looking for a streamlined, integrated approach to activate payments, and simplify onboarding.

We believe this approach may improve customer retention and increase monetization of GMV, while allowing us to scale payments in a capital-efficient manner.

During the second quarter of fiscal 2026, we are updating our plan structure, including plan names, GMV thresholds, and support tiers, and introducing a fee on certain orders processed through non-embedded payment providers for self-service merchants.

We will replace our prior Standard, Plus, Pro, and Enterprise plans with Core, Growth, Scale, and Performance plans.

These changes are intended to align our platform with a defined set of integrated payment partners, where we are prioritizing investment to enhance checkout performance, expand localized payment methods, and improve merchant and buyer experience.

We believe increased adoption may improve conversion, retention, and platform engagement, although the extent and timing remain uncertain.

Acquisition of new customers

The growth of our customer base remains important to our continued revenue growth.

We believe we are positioned to grow through a combination of direct sales efforts, marketing initiatives, product-led growth channels, and referrals from our agency and technology partners.

We are focused on driving capital-efficient customer acquisition by leveraging our partner ecosystem, optimizing inbound marketing strategies, and emphasizing scalable distribution channels.

Our partner-centric strategy is intended to enable customers to compose solutions that integrate with adjacent technology providers, including payments, fulfillment, ERP, marketing, and other categories, and may support demand generation through ecosystem-led distribution.

We continually evaluate our ideal customer profiles and resource allocation to prioritize customer segments and industries where our open, composable, and AI-enabled platform provides differentiated value.

As part of our broader platform strategy, we have positioned Commerce as the parent brand unifying BigCommerce, Feedonomics, and Makeswift, reflecting an evolution toward an open, intelligent ecosystem designed to support modular commerce architectures and emerging AI-enabled and agentic commerce use cases.

Our B2C customers include branded manufacturers, multi-brand online retailers, and store-based retailers.

These customers may use our platform for storefront management, merchandising, and omnichannel selling, and often integrate third-party technologies across marketing, payments, content management, and fulfillment.

We cater to a range of B2B businesses, including manufacturers, distributors, wholesalers, professional services, and hybrid B2B/B2C sellers.

These customers may use capabilities such as account hierarchies, customer specific pricing, quoting workflows, and procurement-related functionality to support complex B2B use cases and digitize traditional sales motions.

Small business customers are typically growth-oriented merchants that may initially adopt foundational commerce functionality and expand usage as their operations scale.

We seek to serve the SB market through accessible onboarding, self-service capabilities, and integrations that allow them to add functionality over time.

We serve these lines of business with professional-grade commerce solutions, high-touch experiences and seamless integration, providing dependable, customizable, and scalable tools that drive growth and enable business agility.

With a synergistic combination

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of flexible platform capabilities, powerfully connected data, and visually captivating customer experiences, our unified platform helps businesses transform commerce operations, elevate customer experiences, and optimize revenue across all channels.

Retention and growth of our existing customers

We believe our long-term revenue growth is correlated with our ability to retain customers and expand their adoption of our platform.

We continue to invest in product functionality to maximize customer success and retention, including investing in our technology to mitigate customer churn.

Revenue from existing customers may increase through subscription plan upgrades, additional store deployments, expanded product utilization within Feedonomics, and the adoption of additional products, modules or bundled offerings across our portfolio.

As customers grow their commerce operations, subscription revenue may increase through automated sales-based adjustments on certain plans and order-based adjustment on enterprise plans.

In addition, partner and services revenue generated through revenue-sharing agreements with our strategic technology partners generally increases as customer transaction volumes grow and as customers adopt additional integrated solutions within our ecosystem.

Our ability to retain and grow our customers’ commerce businesses often depends on the continued expansion of our platform and the capabilities of our strategic technology partners to provide revenue generating services to our customers.

We continually evaluate prospective and existing partners’ abilities to enhance the capabilities of our customers’ commerce businesses.

We add new partners and expand existing partner relationships to enhance the utility of our platform, while creating new opportunities to expand our revenue share in partner and services revenue.

As we continue to grow as a platform, we believe our ability to realize more favorable and expansive revenue share agreements will grow as well.

We also grow by selling additional stores to existing customers.

Our larger customers will often first use our platform to build a single online store that serves a single brand within their portfolio.

These customers can then expand their usage of our platform by launching additional stores to serve additional brands, geographies, or use cases (e.g., B2B in addition to B2C).

We continue to invest in product innovation, platform functionality, and customer success initiatives to support retention and drive increased adoption across our unified Commerce platform.

Our ability to offer more tailored solutions through a broader range of product offerings has allowed us to build stronger, more personalized relationships with customers, which in turn has contributed to reduced churn.

Our ability to maintain and improve net revenue retention is influenced by product performance and innovation, pricing and packing, and the overall growth of our customers' commerce operations.

Evolution of our technology partner ecosystem

Our partner ecosystem is also central to our business strategy.

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

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

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

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

Business metrics

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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"), and average revenue per account ("ARPA").

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.

Annual revenue run-rate

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(1) contractual monthly recurring revenue at the end of the period, which includes platform subscription fees, invoiced growth adjustments, feed management subscription fees, recurring professional services revenue, and other recurring revenue, multiplied by twelve to prospectively annualize recurring revenue, and (2) the sum of the trailing twelve-month non-recurring and variable revenue, which includes one-time partner integrations, one-time fees, payments revenue share, and any other revenue that is non-recurring and variable.

Subscription annual revenue run-rate

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

Average revenue per account

We calculate ARPA at the end of a period by including customer-billed revenue and an allocation of partner and services revenue, where applicable.

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

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.

Partner revenue that is not directly linked to customer usage of a partner’s solution is allocated based on each customer’s share of total platform GMV.

Each account’s partner revenue allocation is calculated by taking the account’s trailing twelve-month partner revenue, then dividing by twelve to create a monthly average to apply to the applicable period in order to normalize ARPA for seasonality.

Enterprise Account metrics

To measure the effectiveness of our ability to execute against our growth strategy, we calculate ARR attributable to enterprise accounts.

Annual revenue run-rate (ARR) as of the periods ended:

September 30,

Total ARR (in thousands)

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

Gross Merchandise Volume (GMV)

Gross Merchandise Volume (“GMV”) represents the total dollar value of completed checkout transactions facilitated through the Commerce platform during the reporting period, including shipping and taxes.

GMV is reported on a gross basis before deducting refunds or discounts.

GMV is not a measure of revenue.

Gross Merchandise Volume for the three months ended:

(in millions)

Three months ended

Sequential % Change

March 31, 2026

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

Net Revenue Retention (NRR)

Net Revenue Retention (“NRR”) measures our ability to retain and expand revenue from existing customers over time.

NRR is calculated by dividing total billings and allocated partner revenue from a cohort of customers during the trailing twelve-month period by the total billings and allocated partner revenue from the same customer cohort in the corresponding prior-year period.

NRR reflects the impact of customer expansion and contraction and excludes revenue from customers added after the prior twelve-month period.

Net Revenue Retention for the twelve months trailing as of:

Trailing twelve months as of

Sequential % Change

March 31, 2026

December 31, 2025

September 30, 2025

ARR (in thousands)

June 30, 2025

March 31, 2025

Subscription annual revenue run-rate

Subscription annual revenue run-rate as of the periods ended:

September 30,

Subscription ARR (in thousands)

Enterprise Account metrics:

Number of Enterprise Accounts

ARR attributable to Enterprise Accounts (in thousands)

ARR attributable to Enterprise Accounts as a percentage of ARR

Average Revenue Per Account

Net revenue retention

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.

The total billings and allocated partner revenue, where applicable, for the measured period are divided by the total billings and allocated partner revenue for such accounts, corresponding to the period one year prior.

An NRR greater than 100 percent implies positive net revenue retention.

This methodology includes stores added to or subtracted from an account’s subscription during the previous twelve months.

It also includes changes to subscription and partner and services revenue billings, and revenue reductions from stores or accounts that leave the platform during the previous one-year period.

Net new accounts added after the previous one-year period are excluded from our NRR calculations.

NRR for enterprise accounts was 99 percent and 100 percent for the years ended December 31, 2024 and 2023, respectively.

We update our reported NRR at the end of each fiscal year and do not report quarterly changes in NRR.

Components of results of operations

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Fixed monthly fees and any transaction charges related to subscription solutions are recognized as revenue in the month they are earned.

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Through Feedonomics, we provide feed management solutions under service contracts which are generally one year or less and, in many cases, month-to-month.

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Cost of revenue

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Cost of revenue consists primarily of:

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

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

Sales and marketing

Sales and marketing expenses consist primarily of:

(1) personnel-related expenses (including stock-based compensation expense and associated payroll costs), (2) sales commissions, (3) marketing programs, (4) travel-related expenses, and (5) allocated overhead sales and support costs such as technology and facility costs.

We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand.

Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers.

Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers which approximates three years.

Research and development

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

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

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Restructuring charges

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

Restructuring charges consist primarily of severance payments, professional services, contract costs, accelerated depreciation of internal use software, exits of certain office leases, and other related costs.

Amortization of intangible assets

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Gain on convertible notes extinguishment

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Gains recorded net of proportionate share of unamortized debt issuance costs and certain third party transaction costs relate to the repurchase transactions of the 2026 Convertible Notes and exchange transaction of the 2026 Convertible Notes for the 2028 Convertible Notes.

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Interest expense

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

Other income (expense)

Other expense primarily consists of foreign currency translation adjustments.

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Provision for income taxes

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

Three months ended September 30,

Nine months ended September 30,

(in thousands)

For the three months ended March 31,

Cost of revenue (1)

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Total operating expenses

Loss from operations

Income (loss) from operations

Gain on convertible note extinguishment

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Other expense

Loss before provision for income taxes

Income before provision for income taxes

Provision for income taxes

Net income (loss)

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

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(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 nine months ended September 30, 2025 and September 30, 2024 were as follows:

Three months ended September 30,

Nine months ended September 30,

The composition of our revenue by geographic region during the three months ended March 31, 2026 and March 31, 2025 were as follows:

Three months ended March 31,

(dollars in thousands)

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Total Revenue

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

Comparison of the three months ended March 31, 2026 and March 31, 2025

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

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(dollars in thousands)

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Total 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 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 activity.

Total revenue increased for the three months ended March 31, 2026, from the three months ended March 31, 2025, as a result of increases in both subscription solutions and partner and services revenue.

Subscription solutions revenue increased primarily due to increases in small business, enterprise, and Feedonomics customers.

Partner and services revenue increased primarily as a result of revenue attributed to partner integrations.

Cost of revenue, gross profit, and gross margin

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(dollars in thousands)

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Gross margin percentage

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.

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 increased for the three months ended March 31, 2026, from the three months ended March 31, 2025, and gross margin decreased to 76.7 percent from 79.4 percent.

The increase in expense is primarily attributable to increases in software and web hosting costs of $2.6 million, $0.4 million of IT related costs, and depreciation of $0.2 million.

We expect gross margin percentage to remain consistent in future periods.

Operating expenses

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

Three months ended September 30,

Three months ended March 31,

As a % of Total Revenue

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Total operating expenses

Nine months ended September 30,

As a % of Total Revenue

(dollars in thousands)

Sales and marketing

Sales and marketing expenses decreased for the three months ended March 31, 2026 from March 31, 2025.

The period over period change of $4.2 million was primarily driven by reductions in payroll costs and share-based compensation expense of $3.5 million, $1.0 million of variable marketing spend and $0.7 million of IT related costs, partially offset by increases in amortization of cloud computing arrangements of $0.6 million, and $0.4 million of other expenses such as professional services, depreciation, and capitalized internal costs.

We expect sales and marketing expenses to decrease, both in absolute dollars and as a percentage of revenue, in the near term, primarily as a result of initiatives implemented to optimize operational costs and efficiencies in connection with the 2025 Restructure.

Research and development

Research and development expenses decreased for the three months ended March 31, 2026 from March 31, 2025, primarily due to a decrease in staffing costs of $2.1 million, including stock-based compensation and associated payroll costs, $1.2 million reduction in capitalized internal costs, offset by increases in professional services and other variable spend of $1.4 million, and increases in other expenses such as IT related costs and depreciation of $0.7 million.

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

General and administrative

General and administrative expenses increased for the three months ended March 31, 2026 from March 31, 2025, primarily due to a $2.1 million decrease in stock-based compensation associated with executive departures, offset by a $0.7 million decrease in bad debt expense and other expenses such as professional services and depreciation of $0.9 million.

We expect that general and administrative expenses as a percentage of revenue to decrease in the near term primarily as a result of initiatives implemented to optimize operational costs and efficiencies in connection with the 2025 Restructure.

Amortization of intangible assets

Acquisition related expenses

Restructuring charges

Total operating expenses

Sales and marketing

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 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

Amortization of intangible assets decreased for the three months ended March 31, 2026 from March 31, 2025.

The decrease was due to certain acquired assets being fully amortized in the prior year.

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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 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 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 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.

Acquisition related expense decreased for the three months ended March 31, 2026 from March 31, 2025.

The decrease was due to the amortization of deferred compensation for the Makeswift acquisition which was fully amortized for the year ended December 31, 2025.

Restructuring charges

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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Restructuring charges decreased for the three months ended March 31, 2026 from the three months ended March 31, 2025.

For the three months ended March 31, 2026, restructuring charges included severance payments, professional services, and other related costs.

We expect to incur additional costs relating to the 2025 Restructure of approximately $2.0 million to $4.6 million through fiscal 2026 relating to retention benefits and professional services costs.

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

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(dollars in thousands)

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Total Other income

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 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.

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.

Gain on convertible note extinguishment decreased for the three months ended March 31, 2026 from March 31, 2025 as a result of the repurchase transaction that occurred in 2025.

Interest income decreased for the three months ended March 31, 2026 from March 31, 2025.

This decrease was due to lower yield percentages on our cash equivalents and marketable securities in 2026.

Interest expense remained consistent for the three months ended March 31, 2026 from March 31, 2025.

Other expenses increased for the three months ended March 31, 2026 from March 31, 2025.

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 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.

Our provision for income taxes increased approximately $0.1 million for the three months ended March 31, 2026 from March 31, 2025.

For purposes of calculating income tax expense, we continued to maintain a full valuation allowance on our U.S.

federal and state net deferred tax assets as it was more likely than not that those deferred tax assets will not be realized.

However, given our recent net income, we believe that there is a reasonable possibility that, in the near term, sufficient positive evidence may become available that supports the release of a portion of our valuation allowance, which would result in the recognition of certain U.S.

deferred tax assets and a decrease to income tax expense for the period in which the release is recorded.

The exact timing and amount of the valuation allowance release would be subject to change based on the level of profitability that we can achieve.

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

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

(in thousands)

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

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 $1.5 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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As of March 31, 2026, we had $157.0 million in cash, cash equivalents, restricted cash, and marketable securities, an increase of $14.0 million compared to $143.0 million as of March 31, 2025.

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

Our restricted cash balance of $1.9 million and $1.2 million at March 31, 2026 and 2025 respectively, consists of security deposits for future chargebacks and amounts on deposit with certain financial institutions.

Our marketable securities balance of $97.9 million and $68.6 million at March 31, 2026 and 2025 respectively, consists of investments in corporate and US treasury securities.

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

Operating activities

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 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.

Net cash provided by operating activities for the three months ended March 31, 2026 and 2025 was $18.4 million and $0.4 million respectively.

This consisted primarily of our net income (losses) adjusted for certain non-cash items including depreciation, stock-based compensation, debt discount and premium amortization, amortization of intangible assets, accretion of marketable securities, provision for expected credit losses, and the effect of changes in working capital.

Investing activities

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.

Net cash provided by (used in) investing activities during the three months ended March 31, 2026 and 2025 was $(5.4) million and $17.4 million, respectively.

In the three months ended March 31, 2026, this consists primarily of the purchases of marketable securities of $25.1 million and purchases of capitalized internal-use software, leasehold improvements, and property and equipment of $4.3 million, offset by the sale and maturity of marketable securities of $24.0 million.

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

Financing activities

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.

Net cash used in financing activities during the three months ended March 31, 2026 and 2025 was $(0.1) million and $(54.9) million, respectively.

In the three months ended March 31, 2026, this was attributable to the taxes paid related to net share settlement of stock options of $0.6 million offset by the proceeds from exercise of stock options of $0.5 million.

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

Liquidity and capital resources

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

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

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

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

Our future capital requirements will depend on many factors, including our growth rate, levels of revenue, the expansion of sales and marketing activities, market acceptance of our platform, the results of business initiatives including our efforts in transitioning our customers to annual billings, continued reduction in churn, the timing of new product introductions, investments in our ecommerce platform to enhance our flagship commerce platform, BigCommerce, our data feed management platform, Feedonomics, and our

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

Our success in transitioning our customer base from legacy month-to-month contracts to annual contracts has continued to result in better cash flow as these efforts have increased the timing of our cash receipts.

Our operational short-term liquidity needs primarily include working capital for sales and marketing, research and development, interest payments on our 2028 Convertible Notes, repayment of our 2026 Convertible Notes at maturity, and continued innovation.

Our future capital requirements will depend on many factors, including our growth rate, levels of revenue, 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, the continued impact of the inflation on the global economy, market risk due to elevated interest rates, our business, financial condition, and results of operations.

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

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

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

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

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

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The amounts involved may be material.

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

2028 Convertible Notes

In August 2024, we issued $150.0 million in aggregate principal amount of the Company’s new 7.50 percent convertible senior notes due 2028 (the “2028 Convertible Notes”).

The 2028 Convertible Notes were issued pursuant to, and are governed by, an indenture (the “2028 Convertible Notes Indenture”), dated as of August 7, 2024, between the Company and U.S.

The 2028 Convertible Notes were issued pursuant to, and are governed by, an

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indenture (the “2028 Convertible Notes Indenture”), dated as of August 7, 2024, between the Company and U.S.

Bank Trust Company, National Association, as trustee.

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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

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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;

(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;

(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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However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 2028 Convertible Notes for up to 180 days at a specified rate per annum not exceeding 0.50 percent on the principal amount of the 2028 Convertible Notes.

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The 2028 Convertible Notes Indenture contains a number of restrictive covenants and limitations, including restrictions on the Company’s ability to incur certain indebtedness, as further described in the Indenture.

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

2026 Convertible Notes

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

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

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

Interest on the 2026 Convertible Notes 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.

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 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 September 30, 2025 or as of December 31, 2024.

We did not have any off-balance sheet arrangements as of March 31, 2026 or as of December 31, 2025.

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 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 commercial paper, 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 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.

An immediate increase or decrease in interest rates of 100 basis points at March 31, 2026 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 March 31, 2026.

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 September 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 March 31, 2026 were transacted in U.S.

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

Our international revenue is currently collected in U.S.

A majority of our international revenue is currently collected in U.S.

In the future, we expect that our international sales will be primarily denominated in U.S.

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A portion of our operating expenses are incurred outside the United States and are denominated in foreign currencies, which are subject to fluctuations due to changes in foreign currency exchange rates.

In particular, in our Mexico, Australia and UK-based operations, we pay payroll and other expenses in Mexican pesos, Australian dollars and British pounds sterling, respectively.

In particular, in our Mexico, Australia and UK-based operations, we pay a majority of payroll and other expenses in Mexican pesos, Australian dollars and British pounds sterling, respectively.

Our operating results and cash flows are, therefore, subject to fluctuations due to changes in foreign currency 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