Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in "Risk Factors." See "Special Note Regarding Forward-Looking Statements."

Investors and others should note that we announce material financial information to our investors using our investor relations website (investors.bigcommerce.com), SEC filings, press releases, public conference calls and webcasts. We intend to use our investor relations website as a means of disclosing information about our business, our financial condition and results of operations and other matters and for complying with our disclosure obligations under Regulation FD. The information we post on our investor relations website, including information contained in investor presentations, may be deemed material. Accordingly, investors should monitor our investor relations website, in addition to following our press releases, SEC filings and public conference calls and webcasts. The information on our website, however, is not, and should not be deemed to be, a part of this Quarterly Report on Form 10-Q.

Overview

We are positioned to become the leading provider of an intelligent, composable ecommerce infrastructure that empowers businesses to innovate and grow in the era of AI-driven, agentic commerce. Our software-as-a-service platform serves as the connection for modern digital commerce, enabling merchants to orchestrate sophisticated, personalized shopping experiences across both owned and third-party channels. We support a wide range of use cases across business-to-business ("B2B") and business-to-consumer ("B2C"), with a focus on mid-market and enterprise merchants that require advanced capabilities to scale.

Our unified platform is anchored by three core products: BigCommerce, our flexible and open commerce engine; Feedonomics, our AI-powered product data optimization and syndication platform; and Makeswift, our next-generation visual editor for storefront and content experiences. Together, these products enable merchants to centralize product data, power dynamic shopping experiences, and optimize visibility across discovery and buying channels, including emerging agentic surfaces. Through this combination, we deliver highly differentiated value for merchants that need to operate across complex markets, industries, and commerce workflows.

We are built around an open, partner-centric architecture. Rather than offering a closed technology stack, we prioritize flexibility and interoperability with a curated ecosystem of leading technology partners. This includes integrations across payments, tax, shipping, order management, content management system ("CMS"), customer relationship management ("CRM"), and AI-enhanced marketing technology. Our strategy stands in contrast to competitors that seek to control the full commerce technology stack; we instead focus our innovation and investment in core commerce capabilities, data orchestration, and enabling merchant agility through best-of-breed integrations.

We are providing AI-powered shopping as it is transforming the way consumers discover, evaluate, and purchase products. We offer structured product data and composable technology stacks that are essential for merchant success. Our rebrand reflects not only who we are today, but where digital commerce is going. We are executing against a strategy to enable businesses to adapt quickly, sell everywhere, and grow on their own terms, powered by intelligent infrastructure designed for the future.

We plan to continue to invest in our strategic B2B and B2C offerings, as well as building new partnerships and continuing to develop our portfolio of professional-grade commerce solutions for forward-focused businesses. We will also invest in and grow our business by acquiring additional customers to our platform, growing our revenue with existing customers, and expanding our presence in new markets while maintaining a focus on profitability.

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Key factors affecting our performance

Our operational and financial results have been, and will continue to be, affected by a number of factors that present significant opportunities as well as risks and challenges, including those discussed below and elsewhere in this quarterly report and in our Annual Report.

Strategic Brand Unification

We completed a strategic rebranding initiative, unifying our three core owned products; BigCommerce, Feedonomics, and Makeswift under a single brand identity: Commerce. This rebranding reflects a broader structural integration of our platform designed to enable a more cohesive and scalable approach to AI-led composable commerce.

This unification has allowed us to align internal operations across product development, sales and marketing, and customer success. Functionally, the unified platform now operates as a multi-layered solution that includes storefront capabilities, embedded data services, and a growing network of curated partnerships.

Our architecture is designed to support a wide range of commerce use cases, allowing us to operate flexibly across the technology stack as the storefront experience, the underlying data infrastructure, or the full platform layer depending on merchant needs. This flexible model enhances our ability to support both complex and emerging commerce environments, while improving our ability to cross-sell platform capabilities and drive incremental revenue. We believe this versatility is a key differentiator in the market and positions us to capture value across a broad spectrum of ecommerce environments.

Leveraging artificial intelligence to drive value

AI has become a core component of our strategic and operational framework, supporting key initiatives across product development, customer experience, and go-to-market execution. We continue to advance our AI strategy with a focus on delivering practical, merchant-facing outcomes like improved product discoverability, optimized pricing, and more intelligent storefront experiences. Building on foundational investments in sales and marketing automation, onboarding workflow, and developer tools, we expanded our AI integration across our platform and partner ecosystem.

We have architected Commerce to address this shift directly. Feedonomics now syndicates enriched, structured product data across major AI discovery surfaces, enabling merchants to reach customers at the point of decision. Through our open, modular platform, merchants can integrate AI driven services, such as agent-assisted support, dynamic pricing, intelligent fulfillment, and automated merchandising, into their commerce stack at their own pace.

Our partnerships with leading AI-focused companies further extend these capabilities by enabling structured and enriched product data to flow into AI-powered search and answer engines, improving merchant visibility and performance. These initiatives are designed to accelerate time-to-market, reduce operational complexity, and enhance revenue performance for merchants of all sizes. Our focus remains on embedding AI deeply and responsibly across the commerce lifecycle, ensuring merchants remain discoverable, performant, and in control of their customer experience as the industry transitions toward an AI and agent led era of commerce.

Investment in core offerings

We remain committed to growing our presence across both B2B and B2C commerce. The rapid growth in ecommerce adoption is driven by digital transformation, the rise of AI-powered discovery, and shifts in buyer behavior are prompting companies to adopt platforms like Commerce.com to create branded ecommerce stores and power cross-channel connections to online marketplaces, social networks, and offline point of sale ("POS") systems.

To meet the evolving needs of enterprise B2B businesses, we released product enhancements, including multi-company hierarchy support and an upgraded configure-price-quote ("CPQ") tool. These enhancements are designed to enable large enterprises to more efficiently manage organizational structures and quoting workflow.

In B2C, we continue to execute on our strategic customer strategy, targeting operationally complex and underserved verticals beyond the traditional fashion, beauty, and apparel sectors often prioritized by legacy platforms. We believe that this strategic focus positions us to better address differentiated merchant needs and capture additional market share over time.

We continued to make strategic progress in our small business customer base with the launch of Feedonomics Surface, a new self-service feed management solution. The solution delivers a streamlined, automated experience designed to support scalability and operational efficiency. This represents an extension of enterprise grade functionality to small business merchants. Future

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enhancements are expected to include additional advertising channel integrations, data enrichment capabilities, and AI driven feed optimization features to further improve merchant performance and retention.

Expansion of growth initiatives

We are advancing initiatives to expand platform capabilities and support revenue growth.

Our new branded payments offering will launch in fiscal year 2026, which will be an optional payments offering for small and medium-sized customers looking for a stream lined, integrated offering with competitive processing rates. This offering is designed to enhance our overall monetization and alignment with merchants, while improving customer retention and introducing modern payments capabilities in a scalable, capital-efficient manner.

As part of our bundling strategy, we announced our intention to partner with a performance and error monitoring platform to enhance the merchant experience, with additional bundled offerings under development. These product bundles aim to simplify the commercial requirements of customers' adoption of composable commerce architectures. We believe this will build stronger relationships with our partners and create new revenue opportunities with customers.

Macroeconomic environment

While we are not directly involved in manufacturing or logistics, many of our customers operate across borders and within affected supply chains. We are closely monitoring how shifting trade policies and tariffs may impact international sellers and brands sourcing from affected regions. Although we have not observed a material impact on our performance to date, we remain cautious and continue to partner with our customers to provide flexible solutions that support their agility in a dynamic macroeconomic environment.

Business metrics

We review the following business metrics to measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. Increases or decreases in our business metrics may not correspond with increases or decreases in our revenue. As an example, some of our business metrics include annual revenue run-rate ("ARR"), subscription annual revenue run-rate ("Subscription ARR"), and average revenue per account ("ARPA").

Annual revenue run-rate

We calculate 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.

Subscription annual revenue run-rate

We calculate Subscription ARR at the end of each month as the sum of 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.

Average revenue per account

We calculate ARPA at the end of a period by including customer-billed revenue and an allocation of partner and services revenue, where applicable. We bill customers for subscription solutions and professional services, and we include both in ARPA for the reported period. For example, ARPA as of September 30, 2025, includes all subscription solutions and professional services billed between January 1, 2025, and September 30, 2025. We allocate partner revenue, where applicable, primarily based on each customer's share of GMV processed through that partner's solution. Partner revenue that is not directly linked to customer usage of a partner's solution is allocated based on each customer's share of total platform GMV. Each account's partner revenue allocation is calculated by taking the account's trailing twelve-month partner revenue, then dividing by twelve to create a monthly average to apply to the applicable period in order to normalize ARPA for seasonality.

Enterprise Account metrics

To measure the effectiveness of our ability to execute against our growth strategy, we calculate ARR attributable to enterprise accounts.

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The chart below illustrates certain of our key business metrics as of the periods ended:

Net revenue retention

We use net revenue retention ("NRR") to evaluate our ability to maintain and expand our revenue with our account base of enterprise customers exceeding the annual contract value ("ACV") threshold over time. The total billings and allocated partner revenue, where applicable, for the measured period are divided by the total billings and allocated partner revenue for such accounts, corresponding to the period one year prior. An NRR greater than 100 percent implies positive net revenue retention. This methodology includes stores added to or subtracted from an account's subscription during the previous twelve months. It also includes changes to subscription and partner and services revenue billings, and revenue reductions from stores or accounts that leave the platform during the previous one-year period. Net new accounts added after the previous one-year period are excluded from our NRR calculations. NRR for enterprise accounts was 99 percent and 100 percent for the years ended December 31, 2024 and 2023, respectively. We update our reported NRR at the end of each fiscal year and do not report quarterly changes in NRR.

Components of results of operations

Revenue

We generate revenue from two sources: (1) subscription solutions revenue and (2) partner and services revenue.

Subscription solutions revenue consists primarily of platform subscription fees from plans and recurring professional services. Subscription solutions are typically charged annually for our customers to sell their products and process transactions on our platform. Subscription solutions are generally charged per online store and are based on the store's subscription plan. Our Enterprise plan contracts are generally for a fixed term of 12 to 36 months and are non-cancelable. Our pricing strategy provides enterprise merchants a discount for a period of time from their contractual obligations. Merchants have full access to the functionality of our platform upon contract execution, and revenue is recognized ratably over the contract life. Our retail plans are generally month-to-month contracts. Monthly subscription fees for Enterprise plans are adjusted if a customer's GMV or orders processed are outside of specified plan thresholds on a trailing twelve-month basis. Fixed monthly fees and any transaction charges related to subscription solutions are recognized as revenue in the month they are earned.

Through Feedonomics, we provide feed management solutions under service contracts which are generally one year or less and, in many cases, month-to-month. These service types may be sold stand-alone or as part of a multi-service bundle (e.g. both marketplaces and advertising) and are billed monthly in arrears.

We also generate partner revenue from our technology application ecosystem. Customers tailor their stores to meet their feature needs by integrating applications developed by our strategic technology partners. We enter into contracts with our strategic technology partners that are generally for one year or longer. We generate revenue from these contracts in three ways: (1) revenue-sharing arrangements, (2) technology integrations, and (3) partner marketing and promotion. We recognize revenue on a net basis from revenue-sharing arrangements when the underlying transaction occurs

We also generate revenue from non-recurring professional services that we provide to complement the capabilities of our customers and their agency partners. Our services help improve customers' time-to-market and the success of their businesses. Our non-recurring services include education packages, launch services, solutions architecting, implementation consulting, and catalog transfer services.

Cost of revenue

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Cost of revenue consists primarily of: (1) personnel-related costs (including stock-based compensation expense and associated payroll costs) for our customer success teams, (2) costs that are directly related to hosting and maintaining our platform, (3) fees for processing customer payments such as credit card processing charges, (4) personnel and other costs related to feed management, and (5) allocated costs, such as, depreciation, technology and facility costs.

Sales and marketing

Sales and marketing expenses consist primarily of: (1) personnel-related expenses (including stock-based compensation expense and associated payroll costs), (2) sales commissions, (3) marketing programs, (4) travel-related expenses, and (5) allocated overhead sales and support costs such as technology and facility costs. We focus our sales and marketing efforts on creating sales leads and establishing and promoting our brand. Incremental sales commissions for new customer contracts are deferred and amortized ratably over the estimated period of our relationship with such customers.

Research and development

Research and development expenses consist primarily of personnel-related expenses (including stock-based compensation expense and associated payroll costs) incurred in maintaining and developing enhancements to our ecommerce platform, optimization of AI-powered data and flexible storefront creation, and allocated overhead costs. Software development costs associated with internal use software which are incurred during the application development phase and meet other requirements are capitalized.

General and administrative

General and administrative expenses consist primarily of: (1) personnel-related expenses (including stock-based compensation expense and associated payroll costs) for finance, legal and compliance, human resources, and certain members of our executive team, (2) external professional services, and (3) allocated overhead costs, such as technology and facility costs.

Acquisition related expenses

Acquisition related expenses consists of cash payments for third-party acquisition costs and other acquisition related expenses, including contingent compensation arrangements entered into in connection with acquisitions.

Restructuring charges

Restructuring charges consist primarily of severance benefits, right-of-use asset impairments, lease termination gain, software impairments, accelerated depreciation and amortization, and professional services and other costs.

Amortization of intangible assets

Amortization of intangible assets consist of amortization of developed technology and acquired intangible assets which were recognized as a result of business combinations. These assets are being amortized over their expected useful life.

Gain on convertible notes extinguishment

Gains recorded net of proportionate share of unamortized debt issuance costs and certain third party transaction costs relate to the repurchase transactions of the 2026 Convertible Notes and exchange transaction of the 2026 Convertible Notes for the 2028 Convertible Notes.

Interest income

Interest income is earned on our cash, cash equivalents and marketable securities.

Interest expense

Interest expense consists primarily of the interest expense from the amortization of the debt issuance costs and coupon interest attributable to our 2028 and 2026 Convertible Notes with offsetting amortization of the debt premium related to the 2028 Convertible Notes and capitalization of interest expense.

Other income (expense)

Other expense primarily consists of foreign currency translation adjustments.

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Provision for income taxes

Our provision for income taxes consists primarily of current state and foreign jurisdictions in which we conduct business, deferred income taxes associated with amortization of tax deductible goodwill. For U.S. federal income tax purposes and in certain foreign and state jurisdictions, we have NOL carryforwards. The foreign jurisdictions in which we operate have different statutory tax rates than those of the United States. Additionally, certain of our foreign earnings may also be currently taxable in the United States. Accordingly, our effective tax rate will vary depending on the relative proportion of foreign to domestic income, use of foreign tax credits, changes in the valuation of our deferred tax assets and liabilities, applicability of any valuation allowances, and changes in tax laws in jurisdictions in which we operate.

Results of operations

The following table summarizes our historical consolidated statement of operations data. The period-to-period comparison of operating results is not necessarily indicative of results for future periods.

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

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Revenue by geographic region

The composition of our revenue by geographic region during the three and nine months ended September 30, 2025 and September 30, 2024 were as follows:

Comparison of the three and nine months ended September 30, 2025 and September 30, 2024

Revenue

The following table presents the components of our revenue for each of the periods indicated:

Total revenue increased for the three months ended September 30, 2025, from the three months ended September 30, 2024, as a result of increases in both subscription solutions and partner and services revenue. Subscription solutions revenue increased primarily due to increases in enterprise and mid-market activity. Partner and services revenue increased primarily as a result of increases in stand ready activity.

Total revenue increased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024, as a result of increases in both subscription solutions and partner and services revenue. Subscription solutions revenue increased primarily due to growth in enterprise, mid-market, and Feedonomics activity. Partner and services revenue increased primarily as a result of increases in revenue share activity offset by decreases in stand ready activity.

Cost of revenue, gross profit, and gross margin

Cost of revenue decreased for the three months ended September 30, 2025, from the three months ended September 30, 2024. The decrease in expense was primarily attributable to the recording of certain expenses in sales and marketing in the third quarter of 2025 while prior years expenses of $1.4 million were recorded in cost of revenue as certain employees were moved from customer support roles to sales and marketing roles in connection with our restructuring initiatives. The remaining changes relate to reductions in payroll costs and share-based compensation expense of $1.7 million, offset by increases in web hosting of $0.8 million, $0.6 million of IT related costs, and other expenses such as professional services and depreciation of $0.4 million.

Cost of revenue decreased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024. A portion of the decrease is attributable to the recording of certain expenses in sales and marketing in the third quarter of 2025 while in

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prior years expenses of $4.3 million were recorded in cost of revenue due to changes in employee roles. The remaining change was primarily due to decreases in payroll costs and share-based compensation expense of $3.5 million, partially offset by increases in IT related costs of $1.6 million, web hosting costs of $0.8 million, and $0.6 million of professional service costs.

We expect cost of revenue to increase in absolute dollars primarily driven by additional hosting costs, but anticipate that cost of revenue as a percentage of revenue will remain consistent for the remaining fiscal year 2025.

Operating expenses

The following tables present our operating expenses for each of the periods indicated:

Sales and marketing

Sales and marketing expenses increased for the three months ended September 30, 2025 from the three months ended September 30, 2024. The period over period increase was largely related to the recording of certain expenses in sales and marketing in the third quarter of 2025 while in the prior year these expenses of $2.0 million were recorded in cost of revenue and general and administrative as certain employees were moved from customer support and general and administrative roles to sales and marketing roles in connection with our restructuring initiatives. Excluding the impact of these expenses, the period over period increase of $1.1 million was primarily driven by increases in software and professional service costs.

Sales and marketing expenses increased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024. A portion of the period over period increase was related to the recording of certain expenses in sales and marketing in the nine months ended September 30, 2025 while in prior years expenses of $5.9 million were recorded in cost of revenue and general and administrative due to changes in employee roles. The impact of change of roles increase was offset by the period over period decrease of $4.2 million which was primarily due to lower marketing spend of $4.7 million, miscellaneous expenses of $0.4 million, and $0.2 million of depreciation and facilities, partially offset by an increase of $1.1 million of software costs.

We expect that sales and marketing expenses will increase in absolute dollars and remain consistent as a percentage of revenue for the remainder of the fiscal year.

Research and development

Research and development expenses decreased for the three months ended September 30, 2025 from the three months ended September 30, 2024, primarily due to a decrease in salaries and share-based compensation expense of $2.7 million primarily due to the

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2024 Restructure, and a decrease of $1.0 million in software costs and depreciation and facilities, partially offset by an increase professional services costs of $0.3 million.

Research and development expenses decreased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024, primarily due to a decrease in salaries and share-based compensation expense of $5.0 million driven by the 2024 Restructure and reductions in software costs of $1.5 million, partially offset by increases in professional services costs of $0.4 million.

We expect research and development expenses as a percentage of revenue to increase as we continue to prioritize investment in our core offerings throughout the remaining fiscal year 2025 and into 2026.

General and administrative

General and administrative expenses decreased for the three months ended September 30, 2025 from the three months ended September 30, 2024. A portion of the decrease is attributable to the recording of certain expenses in sales and marketing in the third quarter of 2025 while in prior years expenses of $0.6 million were recorded in general and administrative due to changes in employee roles. The remaining changes were primarily due to a $1.5 million decrease in bad debt expense, a reduction of $1.5 million in professional services costs, decreases in other expenses such as depreciation and insurance of $0.7 million, and decrease in salaries and share-based compensation expense of $0.4 million. These reductions in costs were offset by an increase in IT related costs of $0.4 million.

General and administrative expenses decreased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024. A portion of the decrease is attributable to the recording of certain expenses in sales and marketing in the nine months ended September 30, 2025 while in prior years expenses of $1.6 million were recorded in general and administrative due to changes in employee roles. The remaining change was primarily related to decreases in salaries and share-based compensation expense of $4.0 million, other expenses such as depreciation and insurance of $1.2 million, decrease in bad debt expense of $0.9 million. These reductions in costs were offset by an increase in professional services costs of $2.5 million.

We expect general and administrative expenses as a percentage of revenue to remain consistent throughout the remaining fiscal year 2025.

Amortization of intangible assets

Amortization of intangible assets decreased for the three and nine months ended September 30, 2025 from the three and nine months ended September 30, 2024 as a result of certain acquired asset being fully amortized.

Acquisition related expenses

Acquisition related expense decreased for the three and nine months ended September 30, 2025 from the three and nine months ended September 30, 2024 primarily attributable to the amortization of deferred compensation for the Makeswift acquisition.

Restructuring charges

Restructuring charges decreased for the three months ended September 30, 2025 from the three months ended September 30, 2024. For the three months ended September 30, 2025, restructuring charges primarily consisted of professional services and accelerated depreciation.

Restructuring charges decreased for the nine months ended September 30, 2025, from the nine months ended September 30, 2024. For the nine months ended September 30, 2025, restructuring charges included severance and related charges for a reduction in workforce, consulting costs associated with changes in go-to-market approach, and accelerated depreciation of leasehold improvements associated with relocation of the Austin headquarters.

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Other income

The following tables present our other income/(expenses) for each of the periods indicated:

Gain on convertible note extinguishment was $3.9 million for the nine months ended September 30, 2025. The gain on convertible note extinguishment consisted of a $3.9 million gain on the repurchase of 2026 Convertible Notes.

Interest income decreased for the three and nine months ended September 30, 2025 from three and nine months ended September 30, 2024. This decrease was due to lower yields on our cash equivalents and marketable securities in 2024 primarily as a result of less cash, cash equivalents, and marketable securities during the period.

Interest expense increased for the three and nine months ended September 30, 2025 from the three and nine months ended September 30, 2024 This increase was the due to the exchange of 2026 Convertible Notes for 2028 Convertible Notes in the third quarter of 2024 at a higher effective interest rate.

Other expenses increased for the three months ended September 30, 2025 from the three months ended September 30, 2024. This increase was due to the impact of foreign currency exchange rates.

Other expenses decreased for the three and nine months ended September 30, 2025 from three and nine months ended September 30, 2024. This decrease was due to the impact of foreign currency exchange rates.

Provision for income taxes

Our provision for income taxes decreased approximately $0.1 million for the three months ended September 30, 2025 from September 30, 2024. This decrease was due to changes in foreign activities.

Our provision for income taxes increased $0.3 million for the nine months ended September 30, 2025 from the nine months ended September 30, 2024. This increase was primarily due to changes in the Company's tax reserves.

Cash flows

The following table sets forth a summary of our cash flows for the periods indicated.

As of September 30, 2025, we had $51.1 million in cash, cash equivalents, and restricted cash, an increase of $14.1 million compared to $37.0 million as of September 30, 2024. Cash and cash equivalents consist of highly-liquid investments with original maturities of less than ninety days. Our restricted cash balance of $1.2 million and $1.5 million at September 30, 2025 and 2024 respectively, consists of security deposits for future chargebacks and amounts on deposit with certain financial institutions. Our marketable securities balance of $92.1 million and $133.0 million at September 30, 2025 and 2024 respectively, consists of investments in corporate and US treasury securities . We maintain cash account balances in excess of Federal Deposit Insurance Corporation (FDIC) insured limits.

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Operating activities

Net cash provided by operating activities for the three months ended September 30, 2025 and 2024 was $10.6 million and $5.6 million, respectively. This consisted primarily of our net losses adjusted for certain non-cash items including depreciation, stock-based compensation, debt discount amortization, debt premium amortization, amortization of intangible assets, bad debt expense, and the effect of changes in our working capital accounts.

Net cash provided by operating activities for the nine months ended September 30, 2025 and 2024 was $24.5 million and $13.9 million, respectively. This consisted primarily of our net losses adjusted for certain non-cash items including depreciation, stock-based compensation, debt discount amortization, debt premium amortization, amortization of intangible assets, bad debt expense, gain on convertible note extinguishment, and the effect of changes in our working capital accounts.

Investing activities

Net cash provided by (used in) investing activities during the three months ended September 30, 2025 and 2024 was ($6.8) million and $9.3 million, respectively. In the three months ended September 30, 2025, this consists primarily of the purchase of marketable securities of $44.3 million and the cash paid for the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $3.0 million offset by the sale and maturity of marketable securities of $40.5 million. In the three months ended September 30, 2024, this consists primarily of the sale and maturity of marketable securities of $59.7 million offset by the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $1.1 million and the purchase of marketable securities of $49.4 million.

Net cash provided by (used in) investing activities during the nine months ended September 30, 2025 and 2024 was ($10.7) million and $62.6 million, respectively. In the nine months ended September 30, 2025, this consists primarily of the purchase of marketable securities of $84.8 million, the cash paid for the website domain name of $2.4 million, and purchase of property, equipment, leasehold improvements and capitalized internal-use software of 5.4 million offset by the sale and maturity of marketable securities of $82.1 million. In the nine months ended September 30, 2024, consists primarily of the sale and maturity of marketable securities of $151.6 million offset by the purchase of property, equipment, leasehold improvements and capitalized internal-use software of $2.9 million and the purchase of marketable securities of $86.0 million.

Financing activities

Net cash used in financing activities during the three months ended September 30, 2025 and 2024 was $0.1 million and $112.1 million respectively. In the three months ended September 30, 2025, this was attributable to the taxes paid related to net share settlement of stock options of $0.5 million offset by the proceeds from exercise of stock options of $0.4 million. In the three months ended September 30, 2024, this was attributable to repayment of convertible notes and financing obligations of $108.7 million, payments of convertible note issuance and related third-party costs of $2.5 million, and taxes paid related to the settlement of stock options and restricted stock units of $1.1 million, partially offset by proceeds from exercise of stock options of $0.2 million.

Net cash used in financing activities during the nine months ended September 30, 2025 and 2024 was $53.1 million and $112.4 million, respectively. In the nine months ended September 30, 2025, this consists primarily of repayment of convertible notes of $54.5 million, payment of convertible notes issuance costs and related third party fees of $0.2 million, and taxes paid related to net share settlement of stock options of $1.9 million offset by the proceeds from exercise of stock options of $3.5 million. In the nine months ended September 30, 2024, consists primarily of payments related to the repurchase and repayment of convertible notes and refinancing obligations of $109.0 million, $2.5 million of payments for convertible note issuance and related third-party costs, and $2.4 million of taxes paid related to the settlement of stock options and restricted stock units, partially offset by the proceeds from exercise of stock options of $1.5 million.

Liquidity and capital resources

We are committed to cash flow generation and cash management by focusing on operational discipline, and we continue to evaluate all of our spending to look for opportunities to drive improvements in cash flow. Our success in transitioning our customer base from legacy month-to-month contracts to annual contracts has continued to result in improved cash flow and cash collections as these efforts have increased the timing of our cash receipts and reduced our overall subscription churn rate.

Our operational short-term liquidity needs are primarily driven by working capital requirements to support sales and marketing, research and development, on-going AI innovation, and continued enhancements to our unified platform. In particular, we are focused on the continued improvement of our unified platform architecture, transformation initiatives, and the launch of new products. Our future capital requirements will depend on many factors, including our growth rate, levels of revenue, the expansion of sales and marketing activities, market acceptance of our platform, the results of business initiatives including our efforts in transitioning our customers to annual billings, continued reduction in churn, the timing of new product introductions, investments in our ecommerce platform to enhance our flagship commerce platform, BigCommerce, our data feed management platform, Feedonomics, and our

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brand and commerce site builder and visual editor, Makeswift, the continued advancement of our AI strategy, the continued impact of shifting trade policies and increased tariffs as well as inflation on the global economy, market risk due to elevated interest rates, our business, financial condition, and results of operations.

We believe that our existing cash and cash equivalents and our cash flows from operating activities will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months.

With our repurchases of the 2026 Convertible Notes, there was a reduction in our cash and cash equivalents and marketable securities. As a result of the repurchases of the 2026 Convertible Notes in fiscal 2024, we have reduced our overall leverage. In addition, we believe that the concurrent exchange of $161.2 million of 2026 Convertible Notes for $150.0 million 2028 Convertible Notes has optimized our debt maturities.

From time to time, we may seek to repurchase, redeem or otherwise retire our Convertible Notes through cash repurchases and/or exchanges for equity securities, in open market repurchases, privately negotiated transactions, tender offers or otherwise. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

Indebtedness

2028 Convertible Notes

In August 2024, we issued $150.0 million in aggregate principal amount of the Company's new 7.50 percent convertible senior notes due 2028 (the "2028 Convertible Notes"). The 2028 Convertible Notes were issued pursuant to, and are governed by, an indenture (the "2028 Convertible Notes Indenture"), dated as of August 7, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee.

The 2028 Convertible Notes are our senior, initially unsecured obligations and will accrue interest at a rate of 7.50 percent per annum, payable semi-annually in arrears on April 1 and October 1 of each year. The 2028 Convertible Notes will mature on October 1, 2028, unless earlier converted, redeemed or repurchased. Before July 3, 2028, noteholders will have the right to convert their 2028 Convertible Notes only upon the occurrence of certain events. From and after July 3, 2028, noteholders may convert their 2028 Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company's election. The initial conversion rate is 62.5000 shares of common stock per $1,000 principal amount of 2028 Convertible Notes, which represents an initial conversion price of $16.00 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a "Make-Whole Fundamental Change" (as defined in the 2028 Convertible Notes Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

We may not redeem the 2028 Convertible Notes at its option at any time before October 7, 2026. The 2028 Convertible Notes will be redeemable, in whole or in part (subject to the "Partial Redemption Limitation" (as defined in the 2028 Convertible Notes Indenture)), at the Company's option at any time, and from time to time, on or after October 7, 2026 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company's common stock exceeds 130 percent of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any 2028 Convertible Note for redemption will constitute a Make-Whole Fundamental Change with respect to that 2028 Convertible Note, in which case the conversion rate applicable to the conversion of that 2028 Convertible Note will be increased in certain circumstances if it is converted after it is called for redemption. Pursuant to the Partial Redemption Limitation, we may not elect to redeem less than all of the outstanding 2028 Convertible Notes unless at least $100.0 million aggregate principal amount of 2028 Convertible Notes are outstanding and not subject to redemption as of the time the Company sends the related redemption notice.

If certain corporate events that constitute a "Fundamental Change" (as defined in the 2028 Convertible Notes Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their 2028 Convertible Notes at a cash repurchase price equal to the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company's common stock.

The 2028 Convertible Notes have customary provisions relating to the occurrence of "Events of Default" (as defined in the 2028 Convertible Notes Indenture), which include the following: (i) certain payment defaults on the 2028 Convertible Notes (which, in the case of a default in the payment of interest on the 2028 Convertible Notes, will be subject to a 30-day cure period); (ii) the Company's failure to send certain notices under the 2028 Convertible Notes Indenture within specified periods of time; (iii) the Company's failure

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to comply with certain covenants in the 2028 Convertible Notes Indenture relating to the Company's ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the 2028 Convertible Notes Indenture or the 2028 Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the 2028 Convertible Notes Indenture; (v) certain payment defaults on the Company's credit facility if the Company has entered into the Security Documents (as defined in the 2028 Convertible Notes Indenture), (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $20,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2028 Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25 percent of the aggregate principal amount of 2028 Convertible Notes then outstanding, by notice to the Company and the trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2028 Convertible Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 2028 Convertible Notes for up to 180 days at a specified rate per annum not exceeding 0.50 percent on the principal amount of the 2028 Convertible Notes.

The 2028 Convertible Notes Indenture contains a number of restrictive covenants and limitations, including restrictions on the Company's ability to incur certain indebtedness, as further described in the Indenture. In addition, to the extent the Company incurs subordinated indebtedness pursuant to the terms of the Indenture, it will be required to secure the 2028 Convertible Notes, subject only to prior security interests in favor of lenders under any senior secured revolving credit facility, if then outstanding.

2026 Convertible Notes

In September 2021, the Company issued $345.0 million aggregate principal amount of its 2026 Convertible Notes. The 2026 Convertible Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The net proceeds from the sales of the 2026 Convertible Notes was approximately $335.0 million after deducting offering and issuance costs related to the 2026 Convertible Notes and before the 2021 Capped Call transactions. Interest on the 2026 Convertible Notes accrues at a rate of 0.25 percent per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022.

In February 2025, the Company entered into separate, privately negotiated repurchase agreements with a limited number of holders of its outstanding 2026 Convertible Notes to repurchase approximately $59.1 million aggregate principal amount of its 2026 Convertible Notes for aggregate cash consideration of approximately $54.4 million, including accrued but unpaid interest. This transaction resulted in a net gain on repurchases of debt of approximately $3.9 million, net $0.6 million write-off of unamortized debt issuance costs. As of September 30, 2025, approximately $4.0 million principal amount of 2026 Convertible Notes remain outstanding.

Off-balance sheet arrangements

We did not have any off-balance sheet arrangements as of September 30, 2025 or as of December 31, 2024.

Critical accounting policies and estimates

Our condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. We also make estimates and assumptions on the reported revenue generated and reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in our Annual Report.

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Recent accounting pronouncements

A discussion of recent accounting pronouncements is included in Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.