Item 5. Other Information
Item 5. Other Information
(a) None.
(b) None.
(c) On February 24, 2026 , Daniel Lentz , the Company’s Chief Financial Officer and Chief Operating Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of 53,800 shares of the Company’s common stock until February 26, 2027 .
Item 6. Exhibits
Exhibit Index
Exhibit
Incorporated by Reference
Number
Description
Form
File No.
Exhibit
Effective Date
3.1
Seventh Amended and Restated Certificate of Incorporation of the registrant.
8-K
001-39423
3.1
August 7, 2020
3. 2
Certificate of Amendment to Seventh Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect
8-K
001-39423
3.1
July 31, 2025
3.3
Third Amended and Restated Bylaws of the Registrant, as currently in effect
8-K
001-39423
3.2
July 31, 2025
3.4
Certificate of Designations of Series A Junior Participating Preferred Stock of Commerce.com, Inc., filed with the Secretary of State of the State of Delaware on April 14, 2026.
8-K
001-39423
3.1
April 13, 2026
31.1**
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2**
Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350c, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbases Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
The certifications attached as Exhibit 32.1 that accompanies this Quarterly Report on Form 10-Q is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Commerce.com, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
*
Pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC, certain exhibits and schedules to this agreement have been omitted. We hereby agree to furnish supplementally to the SEC, upon its request, any or all of such omitted exhibits or schedules.
41
Table of Contents
Table of Content
**
Filed herewith.
SIGNA TURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Commerce.com, Inc.
Date: May 7, 2026
By:
/s/ Daniel Lentz
Daniel Lentz
Chief Financial Officer and Chief Operating Officer
(Principal Financial Officer)
Date: May 7, 2026
By:
/s/ Hubert Ban
Hubert Ban
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
42
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.