Commerce.com, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information and Holders Our Series 1 common stock has been listed on the Nasdaq Global Select Market under the symbol “BIGC” since August 5, 2020. Prior to that date, there was no public trading market for our Series 1 common stock. As of December 31, 2021, we had 196 holders of record of our Series 1 common stock. The actual number of shareholders is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares are held in street names by brokers and other nominees. This number of holders of record also does not include shareholders whose shares may be held in trust by other entities. Dividend Policy We have never declared or paid any cash dividends on our Series 1 common stock. Any future determination to declare cash dividends on our Series 1 common stock will be made at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. We do not anticipate paying cash dividends on our Series 1 common stock for the foreseeable future. Sales of Unregistered Securities Unregistered Sales of Equity Securities On November 12, 2021, we issued 34,816 shares of our Series 1 common stock in connection with the acquisition of Quote Ninja, Inc. and registered those shares on February 10, 2022. Equity Compensation Plan Information Information regarding the securities authorized for issuance under our equity compensation plans will be included in our Proxy Statement relating to our 2022 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2021 and is incorporated herein by reference. Performance Graph The graph set forth below compares the cumulative total stockholder return on our common stock between August 5, 2020 (our first day of trading) and December 31, 2021, with the cumulative total return of (i) the S&P 500 Index and (ii) the NASDAQ Computer Index. This graph assumes the investment of $100 on August 5, 2020, our first day of trading, in our common stock at the closing price of $72.27 per share, the S&P 500 Index and the NASDAQ Computer Index, and assumes the reinvestment of dividends, if any. Note that historic stock price performance is not necessarily indicative of future stock price performance. 32 Table of Contents The information contained in the Stock Performance Graph shall not be deemed to be soliciting material or to be filed with the SEC nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing. Issuer Purchases of Equity Securities (in thousands) Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may be purchased under the plans or program January 1-31, 2021 — $ - — — February 1-28, 2021 2 $ 3.61 — — March 1-31, 2021 — $ - — — April 1-30, 2021 1 $ 3.18 — — May 1-31, 2021 9 $ 5.52 — — June 1-30, 2021 — $ - — — July 1-31, 2021 1 $ 5.99 — — August 1-31, 2021 — $ - — — September 1-30, 2021 — $ - — — October 1-31, 2021 — $ - — — November 1-30, 2021 — $ - — — December 1-31, 2021 — $ - — — Total 13 $ 4.98 $ — $ — Item 6. Reserved 33 Table of Contents