Commerce.com Reaffirms Q4 And FY2025 Outlook; Announces $7.4M Q4 Restructuring Charge With $6.5M Additional Costs Expected In FY26, $12.2M Cash Impact; Appoints CFO Daniel Lentz as COO

Item 2.02 Results of Operations and Financial Condition

On January 7, 2026, Commerce.com, Inc. (the "Company") reaffirmed its financial outlook for the fourth quarter and full year of fiscal 2025, as provided in a press release issued November 6, 2025, that was previously furnished as Exhibit 99.1 to the Company's Form 8-K filed with the Securities and Exchange Commission (the "Commission") on November 6, 2025.

The information in this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

 

Item 2.05 Costs Associated with Exit or Disposal Activities.

 

On December 31, 2025, the Company committed to a plan (the "Plan") to realign the Company's current workforce with the Company's on-going cost structure. The decision to implement the Plan is based on continuous improvement efforts to optimize operational costs and efficiencies across fiscal 2026 intended to better position the Company for continued profitable revenue growth.

 

The Company recorded an expense of approximately $7.4 million in connection with the Plan during the fourth quarter of fiscal 2025 and estimates an additional $6.5 million in fiscal 2026, which are primarily related to severance payments, professional services, and other related costs. The Company expects the Plan to have an operating cash flow impact of approximately $3.4 million in the first quarter of fiscal 2026 and $12.2 million in total for fiscal year 2026. The Company expects that the Plan will be substantially completed during fiscal 2026. 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 (Loss), Adjusted EBITDA and Non-GAAP Net Income (Loss).

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Compensatory Arrangements of Certain Officers.

On January 1, 2026, Daniel Lentz, the Company's Chief Financial Officer, was appointed to the additional role of Chief Operating Officer. Mr. Lentz will continue to serve as Chief Financial Officer of the Company, which position he has held since July 2023. There will be no change in Mr. Lentz's current compensation as a result of his assumption of the role of Chief Financial Officer & Chief Operating Officer.