EX-99.1 2 bigc-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Commerce Announces First Quarter 2026 Financial Results

 

First Quarter Total Revenue of $86.8 Million, an Increase of 5% Versus Prior Year. Total ARR of $359.8 Million, an Increase of 3% Versus Prior Year. GAAP Net Income of $3.7 Million Versus Net Loss in Prior Year Period. Operating Cash Flow of $18.4 Million.
 

AUSTIN, Texas – May 7, 2026 – Commerce.com, Inc. (Nasdaq: CMRC), a data-centric provider of an open, AI-driven commerce ecosystem that enables businesses to unlock data, power intelligent discovery and deliver personalized experiences at scale, today announced financial results for its first quarter ended March 31, 2026.

 

“We’re off to a strong start in 2026, delivering solid financial results while continuing to execute against the strategy we laid out at the beginning of the year,” said Travis Hess, CEO of Commerce. “This quarter reflects our shift from foundation-building to execution and monetization, with meaningful progress across payments, AI-driven commerce and our core platform. We’re operating at the center of a structural shift as commerce evolves from a storefront-centric model to one that is increasingly AI-driven and distributed across channels. The storefront remains critical, but it’s no longer the sole driver of demand. We’ve been positioning the business for this transition over the past 18 months, integrating our platform across product intelligence, experience orchestration and transactions. In this environment, data and orchestration become increasingly important, and we’re well positioned to help merchants capture demand wherever it originates and convert it efficiently. This business has never been better positioned. We have the scale, the infrastructure, the financial profile and the product momentum to deliver on the growth potential of this product suite. Our focus is execution.”

 

 

First Quarter Financial Highlights:

Total revenue was $86.8 million, up 5% compared to the three months ended March 31, 2025.
Total annual revenue run-rate (“ARR”) as of March 31, 2026 was $359.8 million, up 3% compared to March 31, 2025.
Subscription solutions revenue was $63.7 million, up 3% compared to the three months ended March 31, 2025.
Gross Merchandise Volume (GMV) was $8.3 billion, up 14% compared to the three months ended March 31, 2025.
Net Revenue Retention (NRR) was 95.4%, compared to 95.0% in the three months ended March 31, 2025.
GAAP gross margin was 77%, compared to 79% in the three months ended March 31, 2025.
Non-GAAP gross margin was 77%, compared to 80% in the three months ended March 31, 2025.

 

 

Other Key Business Metrics

Revenue in the United States grew by 5% compared to the three months ended March 31, 2025.
Revenue in EMEA grew by 14% and revenue in APAC was largely unchanged compared to the three months ended March 31, 2025.

.

 

Income (Loss) from Operations and Non-GAAP Operating Income

GAAP income from operations was $5.8 million, compared to a loss of ($2.4) million in the three months ended March 31, 2025.

 


Exhibit 99.1

Non-GAAP operating income was $12.4 million, compared to $7.6 million in the three months ended March 31, 2025.

 

 

GAAP Net Income (Loss), Non-GAAP Net Income and Earnings Per Share

GAAP net income was $3.7 million, compared to a net loss of ($0.4) million in the three months ended March 31, 2025.
Non-GAAP net income was $10.4 million or 12% of revenue, compared to $5.7 million or 7% of revenue in the three months ended March 31, 2025.
GAAP basic net income per share was $0.05 based on 82.0 million weighted average shares outstanding, compared to ($0.00) based on 78.8 million weighted average shares outstanding in the three months ended March 31, 2025.
GAAP diluted net income per share was $0.05 based on 82.3 million weighted average shares outstanding compared to ($0.00) based on 78.8 million weighted average shares outstanding for the three months ended March 31, 2025.
Non-GAAP basic net income per share was $0.13 based on 82.0 million shares of weighted average shares outstanding, compared to $0.07 based on 78.8 million shares of weighted average shares outstanding in the three months ended March 31, 2025.
Non-GAAP diluted net income per share was $0.13 based on 82.3 million shares of dilutive shares, compared to $0.07 based on 80.5 million dilutive shares in the three months ended March 31, 2025.

 

Adjusted EBITDA

Adjusted EBITDA was $13.8 million, compared to $8.8 million in the three months ended March 31, 2025.

 

Cash

Cash, cash equivalents, restricted cash, and marketable securities totaled $157.0 million as of March 31, 2026.
For the three months ended March 31, 2026, net cash provided by operating activities was $18.4 million, compared to $0.4 million provided by operating activities for the same period in 2025.
Free cash flow of $14.1 million in the three months ended March 31, 2026, compared to ($2.9) million in the three months ended March 31, 2025.

 

 

Business Highlights:

 

Corporate Highlights

Earlier this week, Commerce announced that BigCommerce Payments by PayPal is now available to U.S. merchants. The solution integrates payment processing directly into the BigCommerce platform, enabling merchants to manage transactions, balances and financial operations from a single interface while maintaining a direct PayPal relationship.
In conjunction with Commerce Live in April 2026, the Company announced a broad set of product innovations, spanning core platform advancements, new growth capabilities and emerging agentic commerce experiences. The announcements highlight how Commerce is evolving its platform to help merchants move faster, scale across channels and adapt to new forms of commerce driven by AI.

 


Exhibit 99.1

Commerce announced the integration of PayPal’s Store Sync offering in the BigCommerce App Marketplace and Channel Manager, enabling BigCommerce merchants to seamlessly connect their product catalogs, inventory, and order management to AI surfaces. As a result, Commerce merchants benefit from their products becoming discoverable and purchasable across a growing network of AI-powered shopping surfaces, including Microsoft Copilot, Meta and Perplexity.
In April 2026, the Company announced that merchants are now syndicating catalog data to key agentic discovery channels including OpenAI and Google Gemini, using Feedonomics Agentic Catalog Exports (ACE), a new enterprise service designed to help merchants make their product catalogs discoverable across emerging AI-powered and agent-driven shopping environments. Dell is among the early enterprises leveraging Feedonomics to support its agentic commerce initiatives.
In January 2026, Commerce announced a significant expansion of its partnership with Stripe, giving BigCommerce merchants worldwide access to Stripe’s Optimized Checkout Suite, including a range of dynamic local and alternative payment methods such as Link, Buy Now, Pay Later (BNPL) and regional payment methods. The integration also offers merchants the opportunity to utilize Stripe’s advanced AI-driven fraud prevention tools.
In January 2026, Commerce announced its endorsement of Google’s new Universal Commerce Protocol (UCP). The new, open-source standard creates a common language for agents and systems to work together across the entire shopping journey from discovery and buying to post-purchase experiences, so they can interact seamlessly providing merchants with a frictionless way to reach customers across the entire AI ecosystem.

 

Customer Highlights

Nunu Trading International, a Barcelona-based wholesale distributor of perfumes, cosmetics and hair-care products serving trade customers across the EU and beyond, launched a new B2B ecommerce platform on Commerce's B2B Edition in partnership with agency Synapsis, leveraging multi-storefront architecture to serve five European markets across multiple languages with Stripe payments, Klaviyo for marketing automation, and a Dolibarr ERP integration for product and customer data synchronization.
Optibac Probiotics, a leading UK probiotic brand from Wren Laboratories, launched a new headless storefront built on Commerce's Catalyst framework in partnership with agency Ridgeway, migrating over 4,300 active subscriptions from their legacy platform and integrating OrderGroove for subscription management, Access Worldpay for payments, Storyblok CMS, and NetSuite ERP to support their growing DTC business. The new platform provides improved flexibility, performance and scalability to support Optibac’s continued international growth.
Helix Linear, a precision motion components manufacturer serving industrial automation, robotics, aerospace and defense, went live on a headless Catalyst storefront with B2B Edition.

 

 

Q2 and 2026 Financial Outlook:

 

For the second quarter of 2026, we currently expect:

Total revenue between $84.5 million and $85.5 million.
Non-GAAP operating income between $4 million and $5 million.

 

For the full year 2026, we currently expect:

Total revenue between $347.5 million and $369.5 million.
Non-GAAP operating income between $34 million and $53 million.

 

 


Exhibit 99.1

Our second quarter and 2026 financial outlook is based on a number of assumptions that are subject to change and many of which are outside our control. If actual results vary from these assumptions, our expectations may change. There can be no assurance that we will achieve these results.

 

We do not provide guidance for GAAP income (loss) from operations, the most directly comparable GAAP measure to Non-GAAP operating income, and similarly cannot provide a reconciliation between our forecasted Non-GAAP operating income and these comparable GAAP measures without unreasonable effort due to the unavailability of reliable estimates for certain items. These items are not within our control and may vary greatly between periods and could significantly impact future financial results.

 

Conference Call Information

 

Commerce will host a conference call and webcast at 7:00 a.m. CT (8:00 a.m. ET) on Thursday, May 7, 2026, to discuss its financial results and business highlights. The conference call can be accessed by dialing (800) 715-9871 from the United States and Canada or (646) 307-1963 internationally and requesting to join the “Commerce conference call.” The live webcast of the conference call and other materials related to Commerce’s financial performance can be accessed from Commerce’s investor relations website at http://investors.commerce.com.


Following the completion of the call through 11:59 p.m. ET on Thursday, May 14, 2026, a telephone replay will be available by dialing (877) 344-7529 from the United States, or (412) 317-0088 internationally with conference ID 8069801. A webcast replay will also be available at
http://investors.commerce.com for 12 months.

About Commerce

 

Commerce (Nasdaq: CMRC) empowers businesses to innovate, grow, and thrive by providing an open, AI-driven commerce ecosystem. As the parent company of BigCommerce, Feedonomics, and Makeswift, Commerce connects the tools and systems that power growth, enabling businesses to unlock the full potential of their data, deliver seamless and personalized experiences across every channel, and adapt swiftly to an ever-changing market. Trusted by leading businesses like Coldwater Creek, Cole Haan, Dell, Harvey Nichols, King Arthur Baking Co., Mizuno, Pacsun, Perry Ellis, Skechers, SportsShoes and Uplift Desk, Commerce delivers the storefront control, optimized data, and AI-ready tools businesses need to grow, serve diverse buyers, and operate with confidence in an increasingly intelligent, multi-surface world. For more information, visit www.commerce.com or follow us on X and LinkedIn.

 

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “strategy, “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. However, not all forward-looking statements contain these identifying words. These statements may relate to our market size and growth strategy, our estimated and projected costs, margins, revenue, expenditures and customer and financial growth rates, our Q2 and fiscal 2026 financial outlook, our plans and objectives for future operations, growth, initiatives or strategies. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. These assumptions, uncertainties and risks include that, among others, the anticipated benefits and opportunities related to our 2025 realignment may not be realized or may take longer to realize than expected, our ability to pay the interest and principal on our indebtedness depends upon cash flows generated by our operating performance, our business would be harmed by any decline in new customers, renewals or upgrades, our limited operating history makes it difficult to evaluate our prospects and future results of operations, we operate in

 


Exhibit 99.1

competitive markets, we may not be able to sustain our revenue growth rate in the future, our business would be harmed by any significant interruptions, delays or outages in services from our platform or certain social media platforms, and a cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks could negatively affect our business. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025 and the future quarterly and current reports that we file with the SEC. Forward-looking statements speak only as of the date the statements are made and are based on information available to Commerce.com, Inc. at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Commerce.com, Inc. assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

 

Use of Non-GAAP Financial Measures

We have provided in this press release certain financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Our management uses these Non-GAAP financial measures internally in analyzing our financial results and believes that use of these Non-GAAP financial measures is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar Non-GAAP financial measures. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial measures prepared in accordance with GAAP and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. A reconciliation of our historical Non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.

Annual Revenue Run-Rate

We calculate annual revenue run-rate (“ARR”) at the end of each month as the sum of: (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.

 

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.

 

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.

Adjusted EBITDA

 


Exhibit 99.1

We define Adjusted EBITDA as our GAAP net income (loss), excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition related costs, restructuring charges, depreciation, gain on convertible note extinguishment, interest income, interest expense, other expense, and our provision for income taxes. Acquisition related costs include contingent compensation arrangements entered into in connection with acquisitions and achieved earnout related to an acquisition.
 

Restructuring charges include severance benefits, right-of-use asset impairments, lease termination gain, contract costs, accelerated depreciation, professional services costs, and other related costs.

 

Depreciation includes depreciation expenses related to the Company's fixed assets.

 

The most directly comparable GAAP measure is net income (loss).

Non-GAAP Operating Income

We define Non-GAAP Operating Income as our GAAP Income (Loss) from operations, excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition-related costs, and restructuring charges. The most directly comparable GAAP measure is our income (loss) from operations.

 

Non-GAAP Net Income

We define Non-GAAP Net Income as our GAAP net income (loss), excluding the impact of stock-based compensation expense and related payroll tax costs, amortization of intangible assets, acquisition-related costs, restructuring charges, and gain on convertible notes extinguishment. The most directly comparable GAAP measure is our net income (loss).

 

Non-GAAP Basic and Dilutive Net Income per Share

We define Non-GAAP Basic Net Income (Loss) per Share as our Non-GAAP net income, defined above, divided by our basic and diluted GAAP weighted average shares outstanding. The most directly comparable GAAP measure is our basic net income (loss) per share.

 

Free Cash Flow

We define Free Cash Flow as our GAAP cash flow provided by operating activities less our GAAP purchases of capitalized internal-use software, leasehold improvements, and property and equipment (Capital Expenditures) and cash paid for website domain name. The most directly comparable GAAP measure is our cash flow provided by operating activities.

 

 

BigCommerce®, the Commerce logo, and other brands are the trademarks or registered trademarks of Commerce.com Pty. Ltd. Third-party trademarks and service marks are the property of their respective owner.

 

 

Media Relations Contact Investor Relations Contact

Brad Hem Tyler Duncan

PR@Commerce.com InvestorRelations@Commerce.com

 

 

 


Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

March 31,

 

 

December 31,

 

 

 

2026

 

 

2025

 

 

 

(unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

    Cash and cash equivalents

 

$

57,204

 

 

$

44,258

 

    Restricted cash

 

 

1,887

 

 

 

1,905

 

    Marketable securities

 

 

97,936

 

 

 

96,838

 

    Accounts receivable, net

 

 

49,555

 

 

 

49,967

 

    Prepaid expenses and other assets, net

 

 

18,197

 

 

 

15,349

 

    Deferred commissions

 

 

5,214

 

 

 

6,045

 

Total current assets

 

 

229,993

 

 

 

214,362

 

Property and equipment, net

 

 

16,216

 

 

 

13,983

 

Operating lease, right-of-use-assets

 

 

6,697

 

 

 

7,090

 

Prepaid expenses and other assets, net of current portion

 

 

6,812

 

 

 

6,677

 

Deferred commissions, net of current portion

 

 

2,856

 

 

 

3,466

 

Intangible assets, net

 

 

9,757

 

 

 

11,286

 

Goodwill

 

 

51,927

 

 

 

51,927

 

Total assets

 

$

324,258

 

 

$

308,791

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

    Accounts payable

 

$

8,540

 

 

$

9,870

 

    Accrued liabilities

 

 

4,504

 

 

 

4,787

 

    Deferred revenue

 

 

68,841

 

 

 

59,576

 

    Convertible notes

 

 

4,042

 

 

 

4,037

 

    Operating lease liabilities

 

 

1,757

 

 

 

1,576

 

    Other liabilities

 

 

28,753

 

 

 

28,340

 

Total current liabilities

 

 

116,437

 

 

 

108,186

 

Convertible notes, net of current portion - related party

 

 

152,754

 

 

 

153,012

 

Operating lease liabilities, net of current portion

 

 

6,575

 

 

 

6,892

 

Other liabilities, net of current portion

 

 

1,611

 

 

 

1,347

 

Total liabilities

 

 

277,377

 

 

 

269,437

 

Stockholders’ equity

 

 

 

 

 

 

    Common stock

 

 

7

 

 

 

7

 

    Additional paid-in capital

 

 

684,189

 

 

 

680,153

 

    Accumulated other comprehensive income

 

 

(14

)

 

 

224

 

    Accumulated deficit

 

 

(637,301

)

 

 

(641,030

)

Total stockholders’ equity

 

 

46,881

 

 

 

39,354

 

Total liabilities and stockholders’ equity

 

$

324,258

 

 

$

308,791

 

 

 


Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

 

 

For the three months ended March 31,

 

 

 

2026

 

 

2025

 

Revenue

 

$

86,842

 

 

$

82,370

 

Cost of revenue (1)

 

 

20,191

 

 

 

16,984

 

Gross profit

 

 

66,651

 

 

 

65,386

 

Operating expenses:

 

 

 

 

 

 

Sales and marketing(1)

 

 

26,196

 

 

 

30,366

 

Research and development(1)

 

 

18,033

 

 

 

19,206

 

General and administrative(1)

 

 

14,215

 

 

 

13,644

 

Amortization of intangible assets

 

 

1,529

 

 

 

2,335

 

Acquisition related costs

 

 

0

 

 

 

333

 

Restructuring charges

 

 

910

 

 

 

1,912

 

Total operating expenses

 

 

60,883

 

 

 

67,796

 

Income (loss) from operations

 

 

5,768

 

 

 

(2,410

)

Gain on convertible note extinguishment

 

 

0

 

 

 

3,931

 

Interest income

 

 

1,170

 

 

 

1,300

 

Interest expense

 

 

(2,483

)

 

 

(2,543

)

Other expense

 

 

(274

)

 

 

(107

)

Income before provision for income taxes

 

 

4,181

 

 

 

171

 

Provision for income taxes

 

 

(452

)

 

 

(524

)

Net income (loss)

 

$

3,729

 

 

$

(353

)

Basic net income (loss) per share

 

$

0.05

 

 

$

(0.00

)

Diluted net income (loss) per share

 

$

0.05

 

 

$

(0.00

)

Shares used to compute basic net income (loss) per share

 

 

82,044

 

 

 

78,835

 

Shares used to compute diluted net income (loss) per share

 

 

82,319

 

 

 

78,835

 

 

 

 

 

 

 

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

 

 

For the three months ended March 31,

 

 

 

2026

 

 

2025

 

Cost of revenue

 

$

534

 

 

$

746

 

Sales and marketing

 

 

204

 

 

 

1,775

 

Research and development

 

 

1,502

 

 

 

3,042

 

General and administrative

 

 

1,994

 

 

 

(144

)

 

 


Exhibit 99.1

Commerce.com, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

Three months ended March 31,

 

 

2026

 

 

2025

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

Net income (loss)

$

3,729

 

 

$

(353

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

    Depreciation and amortization expense

 

2,886

 

 

 

4,281

 

    Amortization of discount on convertible notes

 

174

 

 

 

187

 

    Amortization of premium on convertible notes

 

(427

)

 

 

(402

)

    Accretion on marketable securities, net

 

(463

)

 

 

0

 

    Stock-based compensation expense

 

4,090

 

 

 

5,209

 

    Provision for expected credit losses

 

614

 

 

 

930

 

    Gain on convertible notes extinguishment

 

0

 

 

 

(3,931

)

    Changes in operating assets and liabilities:

 

 

 

 

 

      Accounts receivable

 

(12

)

 

 

3,020

 

      Prepaid expenses and other assets

 

(2,939

)

 

 

(5,084

)

      Deferred commissions

 

1,441

 

 

 

1,935

 

      Accounts payable

 

(884

)

 

 

678

 

      Accrued and other liabilities

 

900

 

 

 

(8,137

)

      Deferred revenue

 

9,265

 

 

 

2,068

 

    Net cash provided by operating activities

 

18,374

 

 

 

401

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for website domain name

 

0

 

 

 

(2,444

)

Purchase of capitalized internal-use software, leasehold improvements, and property and equipment

 

(4,285

)

 

 

(825

)

Maturity of marketable securities

 

24,000

 

 

 

28,579

 

Purchase of marketable securities

 

(25,107

)

 

 

(7,945

)

    Net cash provided by (used in) investing activities

 

(5,392

)

 

 

17,365

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from exercise of stock options

 

539

 

 

 

1,096

 

Taxes paid related to net share settlement of stock options

 

(593

)

 

 

(1,225

)

Payment of convertible note issuance costs

 

0

 

 

 

(217

)

Repayment of convertible notes and financing obligation

 

0

 

 

 

(54,528

)

    Net cash used in financing activities

 

(54

)

 

 

(54,874

)

Net change in cash and cash equivalents and restricted cash

 

12,928

 

 

 

(37,108

)

Cash and cash equivalents and restricted cash, beginning of period

 

46,163

 

 

 

90,356

 

Cash and cash equivalents and restricted cash, end of period

$

59,091

 

 

$

53,248

 

Supplemental cash flow information:

 

 

 

 

 

    Cash paid for interest

$

0

 

 

$

60

 

    Cash paid for interest - related party

$

0

 

 

$

5,625

 

Noncash investing and financing activities:

 

 

 

 

 

    Capital additions, accrued but not paid

$

833

 

 

$

205

 

    Right-of-use asset obtained in exchange for new operating lease liability

$

0

 

 

$

5,516

 

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit 99.1

Commerce.com, Inc.

Disaggregation of Revenue

 

 

Disaggregated Revenue:

 

 

 

Three months ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

Subscription solutions

 

$

63,675

 

 

$

62,114

 

Partner and services

 

 

23,167

 

 

 

20,256

 

Revenue

 

$

86,842

 

 

$

82,370

 

 

Revenue by Geography:

 

 

 

Three months ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

Revenue:

 

 

 

 

 

 

United States

 

$

65,755

 

 

$

62,621

 

EMEA

 

 

11,344

 

 

 

9,965

 

APAC

 

 

5,946

 

 

 

5,925

 

Rest of World

 

 

3,797

 

 

 

3,859

 

Revenue

 

$

86,842

 

 

$

82,370

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Exhibit 99.1

Commerce.com, Inc

Reconciliation of GAAP to Non-GAAP Results

(in thousands, except per share amounts)

(unaudited)

 

 

Reconciliation of loss from operations to Non-GAAP operating income:

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

Revenue

 

$

86,842

 

 

$

82,370

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

5,768

 

 

$

(2,410

)

 

Plus:

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

4,234

 

 

 

5,419

 

 

Amortization of intangible assets

 

 

1,529

 

 

 

2,335

 

 

Acquisition related costs

 

 

0

 

 

 

333

 

 

Restructuring charges

 

 

910

 

 

 

1,912

 

 

Non-GAAP operating income

 

$

12,441

 

 

$

7,589

 

 

Non-GAAP operating income as a percentage of revenue

 

 

14.3

 

%

 

9.2

 

%

 

 

Reconciliation of net income (loss) & basic net income (loss) per share to Non-GAAP net income & Non-GAAP basic and diluted net income per share:

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

Revenue

 

$

86,842

 

 

$

82,370

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

3,729

 

 

$

(353

)

 

Plus:

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

4,234

 

 

 

5,419

 

 

Amortization of intangible assets

 

 

1,529

 

 

 

2,335

 

 

Acquisition related costs

 

 

0

 

 

 

333

 

 

Restructuring charges

 

 

910

 

 

 

1,912

 

 

Gain on convertible notes extinguishment

 

 

0

 

 

 

(3,931

)

 

Non-GAAP net income

 

$

10,402

 

 

$

5,715

 

 

Basic net income (loss) per share

 

$

0.05

 

 

$

(0.00

)

 

Non-GAAP basic net income per share

 

$

0.13

 

 

$

0.07

 

 

Non-GAAP diluted net income per share

 

$

0.13

 

 

$

0.07

 

 

Shares used to compute basic income (loss) per share and basic Non-GAAP net income per share

 

 

82,044

 

 

 

78,835

 

 

Shares used to compute diluted Non-GAAP net income per share

 

 

82,319

 

 

 

80,464

 

 

Non-GAAP net income as a percentage of revenue

 

 

12.0

 

%

 

6.9

 

%

 

 


Exhibit 99.1

Reconciliation of net income (loss) to adjusted EBITDA:

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

Revenue

 

$

86,842

 

 

$

82,370

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

3,729

 

 

$

(353

)

 

Plus:

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

4,234

 

 

 

5,419

 

 

Amortization of intangible assets

 

 

1,529

 

 

 

2,335

 

 

Acquisition related costs

 

 

0

 

 

 

333

 

 

Restructuring charges

 

 

910

 

 

 

1,912

 

 

Depreciation

 

 

1,357

 

 

 

1,244

 

 

Gain on convertible notes extinguishment

 

 

0

 

 

 

(3,931

)

 

Interest income

 

 

(1,170

)

 

 

(1,300

)

 

Interest expense

 

 

2,483

 

 

 

2,543

 

 

Other expenses

 

 

274

 

 

 

107

 

 

Provision for income taxes

 

 

452

 

 

 

524

 

 

Adjusted EBITDA

 

$

13,798

 

 

$

8,833

 

 

Adjusted EBITDA as a percentage of revenue

 

 

15.9

 

%

 

10.7

 

%

 

 

 

Reconciliation of Cost of revenue to Non-GAAP cost of revenue:

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

Revenue

 

$

86,842

 

 

$

82,370

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

$

20,191

 

 

$

16,984

 

 

Less:

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

534

 

 

 

746

 

 

Non-GAAP cost of revenue

 

$

19,657

 

 

$

16,238

 

 

As a percentage of revenue

 

 

22.6

 

%

 

19.7

 

%

 

 

 

Reconciliation of Sales and marketing expense to Non-GAAP sales and marketing expense:
 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

Revenue

 

$

86,842

 

 

$

82,370

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

26,196

 

 

$

30,366

 

 

Less:

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

204

 

 

 

1,775

 

 

Non-GAAP sales and marketing

 

$

25,992

 

 

$

28,591

 

 

As a percentage of revenue

 

 

29.9

 

%

 

34.7

 

%

 

 


Exhibit 99.1

 

 

Reconciliation of Research and development expense to Non-GAAP research and development expense:

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

Revenue

 

$

86,842

 

 

$

82,370

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

18,033

 

 

$

19,206

 

 

Less:

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

1,502

 

 

 

3,042

 

 

Non-GAAP research and development

 

$

16,531

 

 

$

16,164

 

 

As a percentage of revenue

 

 

19.0

 

%

 

19.6

 

%

 

 

Reconciliation of General and administrative expense to Non-GAAP general and administrative expense:

 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

Revenue

 

$

86,842

 

 

$

82,370

 

 

 

 

 

 

 

 

 

 

General & administrative

 

$

14,215

 

 

$

13,644

 

 

Less:

 

 

 

 

 

 

 

Stock-based compensation expense and associated payroll tax costs

 

 

1,994

 

 

 

(144

)

 

Non-GAAP general & administrative

 

$

12,221

 

 

$

13,788

 

 

As a percentage of revenue

 

 

14.1

 

%

 

16.7

 

%

 

 

 

Reconciliation of net cash provided by operating activities to free cash flow:
 

 

 

Three months ended March 31,

 

 

 

 

2026

 

 

2025

 

 

(in thousands)

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

18,374

 

 

$

401

 

 

Cash paid for website domain name

 

 

0

 

 

 

(2,444

)

 

Purchase of capitalized internal-use software, leasehold improvements, and property and equipment

 

 

(4,285

)

 

 

(825

)

 

Free cash flow

 

$

14,089

 

 

$

(2,868

)

 

 

 

Annual revenue run-rate (ARR) as of:

 

 

 

March 31,
2026

 

 

December 31,
2025

 

 

September 30,
2025

 

 

June 30,
2025

 

 

March 31,
2025

 

Total ARR (in thousands)

 

$

359,827

 

 

$

359,136

 

 

$

355,716

 

 

$

354,608

 

 

$

350,835

 

 

 

 

 

Gross Merchandise Volume (GMV) for the three months ended:
 

 


Exhibit 99.1

(in millions)

 

Three months ended

 

 

Sequential % Change

 

 

March 31, 2026

 

$

8,257

 

 

 

(6.7

)

%

December 31, 2025

 

 

8,852

 

 

 

12.0

 

 

September 30, 2025

 

 

7,901

 

 

 

2.6

 

 

June 30, 2025

 

 

7,700

 

 

 

6.3

 

 

March 31, 2025

 

 

7,242

 

 

 

(10.9

)

 

 

Net Revenue Retention (NRR) for the twelve months trailing as of:

 

 

 

Trailing twelve months as of

 

 

Sequential % Change

 

 

March 31, 2026

 

 

95.4

 

%

 

0.2

 

%

December 31, 2025

 

 

95.2

 

 

 

0.7

 

 

September 30, 2025

 

 

94.5

 

 

 

0.0

 

 

June 30, 2025

 

 

94.5

 

 

 

(0.5

)

 

March 31, 2025

 

 

95.0

 

 

 

(0.0

)

 

 

Subscription annual revenue run-rate as of:
 

 

 

March 31,
2026

 

 

December 31,
2025

 

 

September 30,
2025

 

 

June 30,
2025

 

 

March 31,
2025

 

Subscription ARR (in thousands)

 

$

270,191

 

 

$

272,411

 

 

$

268,617

 

 

$

267,951

 

 

$

264,922