What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 165 added, 151 removed, 296 unchanged (52% of the section changed)

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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 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.

Our unified platform is anchored by three complementary layers that together enable merchants to manage commerce across increasingly fragmented digital environments.

BigCommerce serves as our transaction layer, executing transactions and commerce logic.

Feedonomics serves as our product intelligence layer, helping merchants structure, enrich, optimize and distribute product data across marketplaces, advertising channels, and emerging AI-powered discovery surfaces.

Makeswift serves as our experience layer, enabling merchants to compose and govern digital experiences across web, mobile, and emerging AI interfaces.

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

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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.

Our platform is designed to serve as merchant's complete commerce solution or integrate alongside existing commerce technologies, enabling customers to adopt the solutions that best meet their business needs.

We believe this approach differentiates us from competitors that seek to control the full commerce technology stack by allowing us to 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 consumer discovery and purchasing behavior increasingly occur across AI-powered and third-party digital surfaces rather than exclusively through merchants' owned storefronts.

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 believe our integrated platform helps merchants address these evolving requirements by connecting product intelligence, digital experiences, and transaction capabilities across an expanding ecosystem of commerce channels.

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 intend to prioritize initiatives and strategic partnerships that we believe deliver the greatest long-term value for merchants while simplifying execution and strengthening our platform.

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

Strategic Brand Unification

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

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

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

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 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

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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.

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

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.

We believe the integration of these layers positions merchants to participate in the continued evolution of digital commerce as AI adoption increases and product discovery, customer engagement, and transaction execution become increasingly distributed across AI-enabled channels.

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.

We continue to embed AI capabilities across the commerce lifecycle in a practical and responsible manner while supporting merchants as commerce evolves toward more AI-enabled and agent-driven models.

Investment in core offerings

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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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.

We continue to invest in our core commerce offerings to support growth across enterprise B2B and B2C customers, as well as SB use cases, with a disciplined focus on initiatives that we believe deliver the greatest long-term value for merchants and strengthen our platform.

For enterprise B2B customers, we continue to enhance our platform with features supporting complex commerce operations, including improvements to organizational management, purchasing workflows, pricing, and transaction execution.

We also continue to expand B2B capabilities, including deeper integration within the BigCommerce platform, to provide a more unified user experience.

We believe these investments help manufacturers, distributors, and other enterprise merchants streamline operations while supporting increasingly sophisticated commerce requirements.

We also continue to expand Feedonomics Surface, our self-service feed management solution for small and midsize businesses.

We expanded Surface's channel availability, providing merchants with additional opportunities to syndicate optimized product data across advertising, marketplace, social, and emerging AI-powered discovery channels.

We believe these enhancements simplify multichannel commerce, improve product visibility, and extend enterprise-grade product intelligence capabilities to a broader base of merchants.

Across our platform, we continue to invest in AI-enabled capabilities designed to improve in product discovery, automate merchant workflows, and support emerging agent-enabled commerce experiences.

We also continue to enhance core commerce functionality, including checkout, promotions, storefront management, and catalog capabilities, while expanding BigCommerce Payments to provide merchants with a more integrated payments experience.

We believe these investments reduce operational complexity, improve merchant outcomes, and position our platform to support the continued evolution of digital commerce as AI adoption, distributed product discovery, and agent-enabled commerce increasingly reshape how merchants engage with customers.

Expansion of growth initiatives

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.

As part of these efforts, we continue to invest in strategic growth initiatives including, BigCommerce Payments, AI-enabled commerce capabilities, B2B solutions, Feedonomics Surface, and other platform enhancements that we believe strengthen merchant outcomes and support long-term monetization.

During the fiscal year 2026, we launched BigCommerce Payments, our integrated payment processing option designed primarily for small and mid-sized customers looking for a streamlined, integrated approach to activate payments, and simplify onboarding.

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have continued to expand adoption of BigCommerce Payments and believe it strengthens merchant relationships and enhances the merchant experience.

We also updated our plan structure, including plan names, GMV thresholds, and support tiers, and introduced a fee on certain orders processed through non-embedded payment providers for self-service merchants.

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

These changes reflect our strategic decision to prioritize a more focused group of strategically aligned payment partners while maintaining merchant choice through our open and composable platform.

We believe this approach improves merchant outcomes, strengthens alignment with key partners, and supports more durable long-term monetization, and enhances the long-term economics of our platform.

Acquisition of new customers

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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.

We are focused on driving capital-efficient customer acquisition by leveraging our curated ecosystem of technology partners and prioritizing strategic partner relationships that deliver the best merchant outcomes while creating long-term, aligned economic value for Commerce.

Our partner 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, strategic priorities, and resource allocation to focus our investments on customers, industries, and use cases where we can deliver the greatest long-term value.

Our unified platform supports enterprise B2B and B2C customers, as well as small businesses, through integrated commerce, product intelligence, and digital experiences capabilities designed to address increasingly complex and AI-enabled commerce environments.

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.

We continue to invest in product innovation, platform functionality, and customer success initiatives to maximize customer retention and long-term merchant success.

Revenue from existing customers may increase through subscription plan upgrades, additional store deployments, expanded adoption of BigCommerce Payments, Feedonomics, B2B capabilities, AI-enabled solutions, and broader utilization of our platform.

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

Partner and services revenue generated through our strategic technology partners generally increases 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.

As our platform evolves, we believe our partner ecosystem will continue to support customer adoption and engagement while creating opportunities for sustainable growth.

We also grow by selling additional stores to existing customers.

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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.

Our technology partner ecosystem remains central to our business strategy and long-term growth.

We are built around an open, partner-centric architecture that enables merchants to integrate technologies across a broad range of commerce capabilities while allowing us to focus our investments on our core commerce platform, AI-enabled solutions, and platform extensibility.

As our business has evolved, we have adopted a more disciplined approach to our partner ecosystem by prioritizing investment in a more focused group of strategically aligned technology partners where we believe we can deliver the greatest long-term value for merchants and strengthen our platform.

We continue to concentrate our efforts on deeper strategic partner relationships that we believe

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improve merchant outcomes and support more durable long-term economics, while maintaining merchant choice through our open and composable architecture.

Business metrics

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

(in thousands)

September 30,

Total ARR (in thousands)

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Gross Merchandise Volume (GMV)

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Sequential % Change

June 30, 2026

March 31, 2026

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June 30, 2025

March 31, 2025

Net Revenue Retention (NRR)

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Sequential % Change

June 30, 2026

March 31, 2026

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June 30, 2025

March 31, 2025

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.

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

(in thousands)

September 30,

Subscription ARR (in thousands)

Subscription ARR

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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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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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.

Other income (expense)

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The foreign jurisdictions in which we operate have different statutory tax rates than those of the United States.

Additionally, certain of our foreign earnings may also be currently taxable in the United States.

Additionally, certain foreign earnings may also be currently taxable in the United States.

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

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Results of operations

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

For the three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

Cost of revenue (1)

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Other expense

Income before provision for income taxes

Income (loss) 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 March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

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Revenue by geographic region

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,

The composition of our revenue by geographic region during the three and six months ended June 30, 2026 and June 30, 2025 were as follows:

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

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Total Revenue

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

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Comparison of the three and six months ended June 30, 2026 and June 30, 2025

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

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

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Total revenue

Total revenue increased 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.

Total revenue increased for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

The change related to an increase in partner and services revenue of $0.6 million driven primarily by increases in stand ready revenue of $0.3 million and sponsorship revenue of $0.3 million.

These increases were offset by a decrease in subscription solutions revenue of $0.5 million as a result of a contract termination fee that was recognized in the prior period.

Total revenue increased for the six months ended June 30, 2026, from the six months ended June 30, 2025, as a result of an increase in subscription solutions revenue of $1.0 million primarily driven by new customers and upgrades, and an increase in partner and services revenue of $3.5 million which was attributed to an increase partner integrations of $4.1 million offset by a decrease in professional services revenue of $0.6 million.

Cost of revenue, gross profit, and gross margin

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

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Gross margin percentage

Cost of revenue increased for the three months ended June 30, 2026, from the three months ended June 30, 2025.

The change related to an increase of $2.9 million in web hosting costs from increased activity in the current year and the expiration of usage credits in the prior period and an increase in allocated overhead costs of $0.3 million.

Cost of revenue increased for the six months ended June 30, 2026, from the six months ended June 30, 2025.

The change was due to an increase of $5.5 million in web hosting costs from increased activity in the current year and the expiration of usage credits utilized in the prior period, as well as increased allocated overhead costs of $1.0 million.

We expect cost of revenue to remain consistent in the near term in both absolute dollars and as a percentage of revenue.

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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 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 in future periods.

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 March 31,

Three months ended June 30,

As a % of Total Revenue

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Total operating expenses

Six months ended June 30,

As a % of Total Revenue

(dollars in thousands)

Sales and marketing

Sales and marketing expenses decreased for the three months ended March 31, 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

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.

Acquisition related expenses

Restructuring charges

Total operating expenses

Sales and marketing

Sales and marketing expenses decreased for the three months ended June 30, 2026 from the three months ended June 30, 2025.

The decrease of $7.6 million was primarily related to actions implemented by the Company's in prior periods to optimize operational costs and efficiencies.

These initiatives resulted in reductions in salaries and share-based compensation expense of $6.6 million, $0.6 million of variable marketing spend, and $0.4 million of allocated overhead costs.

Sales and marketing expenses decreased for the six months ended June 30, 2026, from the six months ended June 30, 2025.

The decrease was primarily related to a reduction in salaries and share-based compensation expenses of $10.1 million, variable marketing costs of $1.1 million, and $0.5 million reduction of allocated overhead costs as a result of the actions taken by the Company as described above.

We expect sales and marketing expenses to remain consistent, both in absolute dollars and as a percentage of revenue, in the near term.

Research and development

Research and development expenses decreased for the three months ended June 30, 2026 from the three months ended June 30, 2025, primarily related to decreases in share-based compensation expense of $1.4 million, increased compensation costs capitalized related to our go to market products of $2.0 million, offset by increases of $1.4 million in professional services costs and allocated overhead costs of $1.4 million.

Research and development expenses decreased for the six months ended June 30, 2026, from the six months ended June 30, 2025, primarily due to a decrease in salaries and share-based compensation expense of $3.4 million, increases in compensation costs capitalized related to our go to market products of $3.2 million, offset by increases in professional services costs of $2.5 million and allocated overhead costs of $2.3 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.

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General and administrative

General and administrative expenses decreased for the three months ended June 30, 2026 from the three months ended June 30, 2025, primarily due to actions implemented by the Company's in prior periods to optimize operational costs and efficiencies.

These initiatives resulted in reductions in professional services of $1.2 million, salaries and share-based compensation expense of $0.7 million, and bad debt expense of $0.5 million.

The decrease was offset by increases in allocated overhead costs of $0.7 million.

General and administrative expenses decreased for the six months ended June 30, 2026, from the six months ended June 30, 2025, primarily related to a $1.7 million decrease in professional services costs and $1.2 million decrease in bad debt expense.

These decreased were offset by increases in salaries and share-based compensation expense of $1.4 million and allocated overhead costs of $0.4 million as a result of the actions taken by the Company as described above.

We expect that general and administrative expenses as a percentage of revenue to remain consistent in the near term, reflecting operational costs efficiencies.

Amortization of intangible assets

Amortization of intangible assets decreased for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025 as a result of certain acquired assets being fully amortized in the prior year.

Acquisition related expenses

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.

Acquisition related expense decreased for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025 primarily attributable 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 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.

Restructuring charges decreased for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025.

For the three and six months ended June 30, 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 $1.0 million to $3.0 million through the first half of fiscal 2027 relating to retention benefits and professional services costs.

Other income (expense)

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

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(dollars in thousands)

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Other expenses

Total Other income

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.

Total Other income (expense)

Gain on convertible note extinguishment decreased for the six months ended June 30, 2026, as a result of the repurchase transaction that occurred in 2025.

Interest income remained consistent for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025.

Interest expense remained consistent for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025.

Other expenses increased for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025.

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

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Provision for income taxes

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

Our provision for income taxes decreased for the three and six months ended June 30, 2026 from the three and six months ended June 30, 2025.

This decrease was primarily due to decreases in state taxes.

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

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

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

(in thousands)

Net cash provided by operating activities

Net cash provided by (used in) investing activities

Net cash used in financing activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

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

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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.

As of June 30, 2026, we had $157.5 million in cash, cash equivalents, restricted cash, and marketable securities, an increase of $21.9 million compared to $135.6 million as of June 30, 2025.

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 at June 30, 2026 and 2025, consists of security deposits for future chargebacks and amounts on deposit with certain financial institutions.

Our marketable securities balance of $99.2 million and $88.2 million at June 30, 2026 and 2025 respectively, consists of investments in 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 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.

Net cash provided by operating activities for the three months ended June 30, 2026 and 2025 was $5.1 million and $13.6 million, respectively.

This consisted primarily of our net income (loss) 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, 2026 and 2025 was $23.5 million and $14.0 million, respectively.

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

Investing activities

Net cash provided by (used in) investing activities during the three months ended March 31, 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.

Net cash used in investing activities during the three months ended June 30, 2026 and 2025 was $5.7 million and $21.2 million, respectively.

In the three months ended June 30, 2026, this consists primarily of the purchase of marketable securities of $19.7 million and the cash paid for the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $5.0 million offset by the sale and maturity of marketable securities of $19.0 million.

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.

Net cash used in investing activities during the six months ended June 30, 2026 and 2025 was $11.1 million and $3.9 million, respectively.

In the six months ended June 30, 2026, this consists primarily of the purchase of marketable securities of $44.8 million, and purchase of property, equipment, leasehold improvements and capitalized internal-use software of 9.3 million, offset by the sale and maturity of marketable securities of $43.0 million.

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.

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Financing activities

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.

Net cash provided by (used in) financing activities during the three months ended June 30, 2026 and 2025 was ($0.2) million and $1.8 million respectively.

In the three months ended June 30, 2026, this was attributable to the taxes paid related to net share settlement of equity awards of $0.2 million.

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 equity awards of $0.1 million

Net cash used in financing activities during the six months ended June 30, 2026 and 2025 was $0.2 million and $53.0 million, respectively.

In the six months ended June 30, 2026, this consists primarily of taxes paid related to net share settlement of equity awards of $0.8 million offset by the proceeds from exercise of stock options of $0.6 million.

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

Liquidity and capital resources

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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.

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, including repayment of the approximately $4.1 million principal amount of our

2026 Convertible Notes at their maturity on October 1, 2026, for at least the next twelve months.

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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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

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

The 2028 Convertible Notes will be redeemable, in whole or in part (subject to the “Partial Redemption Limitation” (as defined in the 2028 Convertible Notes Indenture)), at the Company’s option at any time, and from time to time, on or after October 7, 2026 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 percent of the conversion price for a specified period of time and certain other conditions are satisfied.

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common stock exceeds 130 percent of the conversion price for a specified period of time and certain other conditions are satisfied.

The redemption price will be equal to the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

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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.

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Off-balance sheet arrangements

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

We did not have any off-balance sheet arrangements as of June 30, 2026 or as of December 31, 2025.

Critical accounting policies and estimates

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We also make estimates and assumptions on the reported revenue generated and reported expenses incurred during the reporting periods.

Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances.

Our estimates are based on our historical experience and on various other factors that we believe

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are reasonable under the circumstances.

The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

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

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

An immediate increase or decrease in interest rates of 100 basis points at June 30, 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 June 30, 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 March 31, 2026 were transacted in U.S.

All of our revenue and a majority of our expense and capital purchasing activities for the three months ended June 30, 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.

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

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 a majority of 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 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