Dilution profile // every instrument, one screen, from SEC filings

Commerce.com, Inc. (CMRC)

CIK 1626450 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3ASR on file 2022-02-11
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW+9% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
LOWoperating cash flow positive
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-02-242026-08-04

Latest: 82.9M shares as of Aug 4, 2026 (10-Q).

Cash runway

Self-funding

generates cash

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 254,700 underlying shares, as reported Jun 30, 2020 (10-Q).

Reported exercise price: $4.2 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 83.1M = 82.9M O/S + 254,700 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Zero Point Two Five Percentage Convertible Senior Notes Due Two Thousand Twenty Six$161.2M$4.1M$73.110.25%~2.2M sh
Seven Point Five Zero Percentage Convertible Senior Notes Due Two Thousand Twenty Eight$150.0M$150.0M$167.5%~9.4M sh

If every note above converted at its tagged price: ~11.6M new shares on 82.9M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 6, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding82.9MAug 4, 2026
+ Warrants (aggregate, as tagged) (if exercised)254,700Jun 30, 2020
+ Zero Point Two Five Percentage Convertible Senior Notes Due Two Thousand Twenty Six (if fully converted)2.2MAug 31, 2024
+ Seven Point Five Zero Percentage Convertible Senior Notes Due Two Thousand Twenty Eight (if fully converted)9.4MAug 31, 2024
Fully diluted estimate94.7M+14.3% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Last 12 months: 0 executed · 0 registered.

EXECUTEDAug 8, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATENov 10, 2022Resale prospectus — existing holders registering to sell424B7
REGISTEREDFeb 11, 2022Automatic shelf registration — effective immediately (large filers)S-3ASR
UPDATEFeb 11, 2022Resale prospectus — existing holders registering to sell424B7
EXECUTEDSep 15, 2021Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDNov 16, 2020Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4
EFFECTIVENov 12, 2020SEC declared a registration effective — selling can beginEFFECT
REGISTEREDNov 10, 2020S-1 registration — capacity to sell shares, not a sale yetS-1
EXECUTEDAug 5, 2020Final prospectus — offering priced (typical for IPOs and marketed share deals)424B4
EFFECTIVEAug 4, 2020SEC declared a registration effective — selling can beginEFFECT
REGISTEREDAug 3, 2020S-1/A registration — capacity to sell shares, not a sale yetS-1/A
REGISTEREDJul 28, 2020S-1/A registration — capacity to sell shares, not a sale yetS-1/A

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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