Costs Associated with Exit or Disposal Activities · Regulation FD Disclosure · Other Events
Item 2.05 Costs Associated with Exit or Disposal Activities. On September 9, 2026, Commerce.com, Inc. (the “Company”) committed to a plan (the “Plan”) to further align the Company’s current workforce with its on-going cost structure. The decision to implement the Plan is based on continuous improvement efforts to reduce costs, increase profitability and increase the Company’s earnings and cash flow capacity.…
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Item 2.05Item 2.05 - Costs with Exit or Disposal
Item 2.05 Costs Associated with Exit or Disposal Activities.
On September 9, 2026, Commerce.com, Inc. (the “Company”) committed to a plan (the “Plan”) to further align the Company’s current workforce with its on-going cost structure. The decision to implement the Plan is based on continuous improvement efforts to reduce costs, increase profitability and increase the Company’s earnings and cash flow capacity.
The Company estimates that it will incur between $4.2 million and $8.8 million of expenses associated with the Plan in the Company’s fiscal third quarter that ends September 30, 2026, and additional expenses of $4.3 million to $17.5 million related to the Plan until its completion which is anticipated to be in the fourth fiscal quarter ended December 31, 2026. These expenses are primarily related to severance payments, facilities, professional services, infrastructure, and other related costs. The expenses the Company expects to incur are subject to assumptions, and actual expenses may differ from the estimates disclosed above.
The Company may incur other expenses or cash outflows not currently contemplated due to unanticipated events that may occur as a result of or in connection with the Plan. The Company intends to exclude these charges from its Non-GAAP financial measures, including Non-GAAP Operating Income, Adjusted EBITDA and Non-GAAP Net Income.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On September 10, 2026, the Company issued a press release.
The press release issued September 10, 2026, is furnished herewith as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise stated in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On September 10, 2026, the Company announced that its Board of Directors authorized the repurchase of up to $50 million of the Company’s outstanding common stock. Under this new program, share repurchases may be made from time to time depending on market conditions, share price, share availability, and other factors at the Company’s discretion. This share repurchase authorization is effective September 10, 2026, and expires on the earlier of September 10, 2028, or when the repurchase of $50 million of shares has been reached.
Any repurchase of shares will take place in open market transactions or privately negotiated transactions in accordance with applicable securities and other laws, including the Securities Exchange Act of 1934. The Company intends to finance the repurchase program using its available cash and cash equivalents. The Company's Board of Directors may modify, suspend, extend or terminate the repurchase program at any time.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including the Company’s estimates of the amount and timing of charges that it expects to incur in the Plan, and the benefits that the Company anticipates from the Plan. These forward-looking statements are based on the Company’s current beliefs and expectations, and are subject to inherent risks and uncertainties. Actual results could differ materially, and therefore you should not place undue reliance on any forward-looking statements. Risks include, but are not limited to, that the Plan could cost more than anticipated, that the Plan could negatively affect the Company’s ability to recruit and retain skilled personnel, that the Plan could negatively affect the Company’s business operations, as well as the risks described in the Company’s filings with the Securities and Exchange Commission, including the Company’s most
recent reports on Form 10-K and Form 10-Q. The Company assumes no obligation to update any such forward-looking statements, except as required by law.
Filed exhibits (1)
EX-99.1 (by filename) bigc-ex99_1.htm
EX-99.1
2
bigc-ex99_1.htm
EX-99.1
EX-99.1
Exhibit 99.1
Commerce Announces Strategic Operating Plan to Accelerate Profitability and Free Cash Flow Generation
Company targets full-year non-GAAP operating margins of at least 20% beginning in 2027 and materially higher free cash flow
Plan expected to generate approximately $60 million to $80 million of annualized cost savings, or $0.73 to $0.97 on a per diluted share basis
Board authorizes up to $50 million of share repurchases over the next two years
AUSTIN, Texas - September 10, 2026 - Commerce.com, Inc. (Nasdaq: CMRC) ("Commerce",“We” or the "Company"), 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 a strategic operating plan designed to reduce costs and materially increase profitability and free cash flow.
The plan is expected to generate approximately $60 million to $80 million of annualized cost savings, or $0.73 to $0.97 on a per diluted share basis (based on diluted share count as of June 30th, 2026). Commerce expects to realize approximately $3 million, or 4%, of the an…