Commerce.com, Inc. (CMRC) 2025 Annual Report Summary
Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 2025. On July 31, 2025, the company changed its name from BigCommerce Holdings, Inc. to Commerce.com, Inc. and updated its ticker symbol from "BIGC" to "CMRC." The company operates as a single segment providing an open, AI-driven commerce ecosystem through three core products: BigCommerce (SaaS platform), Feedonomics (product data management), and Makeswift (visual site-building). The company serves B2C, B2B, and small business customers globally.
Key Financial Metrics
| Metric | 2025 | 2024 | Change |
|---|---|---|---|
| Revenue | $342.3 million | $332.9 million | +2.8% |
| Gross Profit | $269.6 million | $255.3 million | +5.6% |
| Gross Margin | 78.7% | 76.7% | +200 bps |
| Net Loss | $(19.3) million | $(27.0) million | -28.5% (Improvement) |
| Operating Loss | $(16.2) million | $(41.7) million | -61.1% (Improvement) |
| Operating Cash Flow | $25.5 million | $26.3 million | -3.0% |
| Cash & Equivalents | $143.0 million | $179.6 million | -20.4% |
| Debt (Convertible Notes) | $154.1 million | $216.5 million | -28.8% |
Note: Debt figures represent the net carrying value of convertible notes. Principal outstanding is $154.1 million ($150.0M 2028 Notes + $4.1M 2026 Notes).
Material Changes vs. Prior Period
- Revenue Growth: Total revenue increased 2.8% year-over-year, driven by growth in subscription solutions (+3.1%) and partner services (+2.0%). EMEA revenue grew 12.0%, while APAC declined 3.9%.
- Profitability Improvement: Net loss narrowed significantly from $27.0 million in 2024 to $19.3 million in 2025. Operating loss improved from $41.7 million to $16.2 million, primarily due to cost reduction initiatives.
- Expense Management: Total operating expenses decreased 3.8% to $285.8 million. Research and Development (R&D) expenses dropped 9.7% due to staffing reductions. Restructuring charges were $11.0 million in 2025, down from $13.7 million in 2024.
- Debt Restructuring: The company repurchased approximately $59.1 million of its 2026 Convertible Notes in early 2025, resulting in a $3.9 million gain on extinguishment. The remaining debt consists primarily of $150.0 million in 7.5% Convertible Notes due 2028.
- Rebranding: The company completed a strategic rebranding to Commerce.com, unifying its product lines under a single brand identity.
Guidance, Outlook, and Risks
Outlook and Strategy: Management plans to significantly increase investment in R&D in 2026 to embed AI capabilities into the core platform. The company is transitioning customers from month-to-month to annual contracts to improve cash flow. A new BigCommerce payments offering is expected to launch in fiscal 2026.
Key Risks:
- Profitability: The company has a history of operating losses and may not achieve profitability on its anticipated timeline.
- Debt Obligations: The 2028 Convertible Notes carry a 7.5% interest rate and impose restrictive covenants that limit the ability to incur additional indebtedness.
- Internal Controls: A material weakness in IT general controls identified in 2024 was remediated as of December 31, 2025.
- Competition & AI: Intense competition and rapid AI advancements pose risks to market share and product relevance.
- Geopolitical: Operations in Ukraine and global trade tensions present potential disruptions.
Investor Verification Checklist
- Verify the sustainability of the 2.8% revenue growth rate given the competitive SaaS landscape.
- Confirm the timeline for achieving GAAP profitability and the impact of the 7.5% interest expense on future cash flows.
- Review the details of the 2025 Restructuring plan and the estimated remaining costs ($3.0M - $6.6M) expected in 2026.
- Assess the effectiveness of the remediated internal controls over financial reporting.
- Monitor the success of the rebranding initiative and its impact on customer acquisition costs and brand recognition.
- Validate the company's ability to service the $150 million 2028 Convertible Notes without requiring additional dilutive financing.