UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 12, 2025
Commerce.com, Inc.
(Exact name of registrant as specified in charter)
Delaware |
| 001-39423 |
| 46-2707656 |
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
11920 Alterra Parkway
D11 / Suite 100
8th Floor
Austin, Texas
(Address of principal executive offices, including zip code)
(512) 865-4500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
□Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
□Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Series 1 Common Stock, $ 0.0001 par value per share | CMRC | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
□ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 8.01 Other Events.
On September 10, 2025, the board of directors of Commerce.com, Inc. (the “Board”) extended the term of Ellen F. Siminoff as Executive Chair for an additional year beginning October 1, 2025. In connection with this extension, the Board approved (i) an annual cash payment to Ms. Siminoff of $200,000, payable in four quarterly installments and (ii) granting Ms. Siminoff the option to purchase 247,963 shares of the Company’s common stock pursuant to the Company’s 2020 Equity Incentive Plan, which will vest in equal monthly installments over a period of 12 months, subject to Ms. Siminoff’s continued service through the applicable vesting date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
104 |
| Cover page interactive data file (embedded within the inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Commerce.com, Inc. | |
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Date: September 12, 2025 | By: | /s/ Chuck Cassidy |
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| Chuck Cassidy |
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| General Counsel |