UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

COMMERCE.COM, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

COMMERCE.COM, INC.

11920 Alterra Parkway, D11 / Suite 100, 8th Floor
Austin, Texas 78758

Proxy Statement Summary

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Commerce.com, Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders. This Proxy Statement and related materials are first being mailed to stockholders on or about April 1, 2026. References in this Proxy Statement to “we,” “us,” “our,” or the “Company” refer to Commerce.com, Inc. and its consolidated subsidiaries, and references to the “Annual Meeting” are to the 2026 annual meeting of stockholders. When we refer to the Company’s fiscal year, we mean the annual period ended on December 31, 2025. This Proxy Statement covers our 2025 fiscal year, which was from January 1, 2025 through December 31, 2025, or fiscal 2025. Certain information contained in this Proxy Statement is incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed by the Company with the U.S. Securities and Exchange Commission, or SEC, on March 2, 2026.

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Our Annual Meeting

At the Annual Meeting, the stockholders of the Company will be asked to vote on the three proposals below. Your vote is very important. Accordingly, whether or not you plan to attend the Annual Meeting, you should vote by using one of the methods described in these proxy materials. You may vote your shares at the Annual Meeting by voting via the Internet or by telephone as described in these proxy materials or by having your shares represented at the Annual Meeting by a valid proxy. If your shares are not registered directly in your name (e.g., you hold your shares in a stock brokerage account or through a bank or other holder of record), you may vote by following the instructions detailed on the notice or voting instruction form you receive from your broker or other nominee. A list of all stockholders entitled to vote at the Annual Meeting will be available for inspection at our executive offices ten days prior to the Annual Meeting.

Any stockholder who executes and delivers a proxy has the right to revoke it at any time before it is exercised by delivering to the Secretary of the Company an instrument revoking it or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting. Subject to revocation, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Annual Meeting in accordance with the instructions on the proxy. If no instruction is specified with respect to a matter to be acted upon, the shares represented by the proxy will be voted in accordance with the recommendation of the Board of Directors.

The expenses of preparing, assembling, printing and mailing the Internet Availability Notice, this Proxy Statement and the materials used in the solicitation of proxies will be borne by the Company. Proxies will be solicited through the Internet and the mail and may be solicited by our officers, directors and employees in person or by telephone, email or facsimile. They will not receive additional compensation for this effort. We do not anticipate paying any compensation to any other party for the solicitation of proxies, but may reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to beneficial owners. The Company may retain the services of a proxy solicitation firm if, in the Board’s view, it is deemed necessary or advisable. Although the Company does not currently expect to retain such a firm, it estimates that the fees of such a firm could be up to $20,000, plus out-of-pocket expenses, all of which would be paid by the Company.

BOD - Board of Directors A - Audit N&CG - Nominating and Corporate Governance C - Compensation

Quorum Requirements

In order to constitute a quorum for the conduct of business at the Annual Meeting, a majority of the shares of the Common Stock entitled to vote at the Annual Meeting must be present at the meeting or represented by proxy. Shares represented by proxies that reflect abstentions or broker non-votes will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum.

Required Vote

Each share of our Common Stock outstanding on the record date is entitled to one vote on each of the two director nominees. Each share of our Common Stock outstanding on the record date is entitled to one vote on each other matter. For the election of directors, the nominees to serve as directors will be elected by a plurality of the votes cast by the stockholders entitled to vote at the election. You may vote “For All,” “Withhold All,” or “For All Except,” with respect to the director nominees. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from which they are withheld and will have no effect on the election of directors. With respect to Proposals 2 and 3, approval of each proposal requires the affirmative vote of a majority in voting power of the shares in attendance at the meeting or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote against each of Proposals 2 and 3.

For Proposal 3, the advisory vote to approve the compensation of our named executive officers (say-on-pay vote), because your vote is advisory, it will not be binding on the Company, our Board or our Compensation Committee. However, the Board and the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions to the extent appropriate.

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed “non-routine” by stock exchange rules and regulations. Proposal 2 regarding ratification of the appointment of our independent auditors is a routine matter. If your shares are held in an account at a bank or brokerage firm, that bank or brokerage firm may vote your shares of Common Stock on Proposal 2. Accordingly, we do not expect there to be any broker non-votes for Proposal 2. However, if your shares are held in an account at a bank or brokerage firm, that bank or brokerage will not be permitted to vote your shares of Common Stock with respect to Proposal 1 or Proposal 3, unless you provide instructions as to how your shares should be voted. Accordingly, we encourage you to vote promptly, even if you plan to attend the virtual Annual Meeting. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Broker non-votes, if any, will have no effect on the outcome of either Proposal 1 or Proposal 3.

Additional Information Regarding the Internet Availability of Our Proxy Materials

We are pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the Internet. Accordingly, we sent to the majority of our stockholders an Internet Availability Notice regarding the Internet availability of the proxy materials for this year’s annual meeting. Other stockholders were instead sent paper copies of the proxy materials accessible on the Internet. Instructions on how to access the proxy materials over the Internet or to request a paper copy can be found in the Internet Availability Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by going to www.proxyvote.com and following the instructions or calling 1-800-579-1639. A stockholder’s election to receive proxy materials by mail or e-mail will remain in effect until the stockholder terminates or changes such election.

Please note that you cannot vote your shares by filling out and returning the Internet Availability Notice. The Internet Availability Notice does, however, include instructions on how to vote your shares.

If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” In that case, either the Internet Availability Notice or the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 have each been sent directly to you.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in street name. In such case, either a notice similar to the Internet Availability Notice or the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 should have been provided (or otherwise made available) to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting.

Directors and Nominees

The following table and biographical information sets forth certain information about Mr. Donald E. Clarke and Ms. Ellen F. Siminoff as well as the continuing directors. Such information is current as of April 1, 2026. The information presented below for each director includes the specific experience, qualifications, attributes and skills that led us to the conclusion that these directors should be nominated to serve on our Board of Directors in light of our business. There is no family relationship between any of our executive officers, directors, or director nominees.

Corporate Governance

We are committed to continually enhancing our strong corporate governance practices, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board of Directors sets high standards for our employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company’s business. Our governance structure enables independent, experienced and accomplished directors to provide advice, insight, guidance and oversight to advance the interests of the Company and our stockholders.

Affirmative Determinations Regarding Director and Nominee Independence

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s Board of Directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and Nominating and Corporate Governance Committee be independent. Audit Committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s Board of Directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board of Directors has determined that each of Donald E. Clarke, Sally Gilligan, Satish Malhotra, Anil Kamath, and Jeff Richards, representing five of our seven directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is “independent” as that term is defined under the rules of Nasdaq. In making this determination, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our Common Stock by each non-employee director and the relationship of certain non-employee directors with certain of our significant stockholders.

Each member of our Board of Directors serving on our audit, compensation and Nominating and Corporate Governance Committees is “independent” within the meaning of the applicable rules of Nasdaq and, as applicable, the Exchange Act.

Background and Experience of Directors

Our Nominating and Corporate Governance Committee is responsible for reviewing with our Board of Directors, on an annual basis, the appropriate characteristics, skills and experience required for the Board of Directors as a whole and its individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board of Directors, in approving (and, in the case of vacancies, appointing) such candidates, will take into account many factors, including the following:

Role of the Board in Risk Oversight

Our Board of Directors has an active role, as a whole and also at the Committee level, in overseeing the management of our risks. Our Board of Directors is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks, and operational risks. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements as well as our policies, procedures and practices with respect to human capital management and talent development. The Audit Committee is responsible for overseeing the management of risks relating to accounting matters, financial reporting, and privacy and cybersecurity. The Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of our Board of Directors and potential conflicts of interest. Although each Committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed about such risks through discussions from Committee members. We believe that our Board’s leadership structure supports effective risk management because it allows independent directors at the board level and on our Committees to exercise oversight over management.

Our Board of Directors and Audit Committee jointly oversee our security organization, which is charged with assessing and taking steps to mitigate the data privacy and cybersecurity risks that we face as a software-as-a-service platform. Our management team, led by the Chief Information Security Officer and the General Counsel, is responsible for assessing and managing material risks from cybersecurity and privacy threats. The Board of Directors receives regular updates, not less than annually, from senior management and also receives periodic updates from the Company’s subject matter experts in these areas to assess these risks. The Company takes a risk-based approach to security, and we maintain a cybersecurity risk management program that is designed and assessed based on various standards, including our annual ISO 27001 Certification. This does not imply that we meet any particular technical standards, specifications, or requirements of any particular framework, only that we use these standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. Our security organization periodically evaluates our product offerings, agreements, policies, investments, training, and staffing levels to identify opportunities to enhance privacy compliance and cybersecurity and provides briefings to the Board of Directors and Audit Committee on these matters as deemed necessary.

Board Leadership Structure

The Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairperson of the Board of Directors, as the Board of Directors believes it is in the best interests of the Company to make that determination based on the position and direction of the Company and the membership of the Board of Directors.

The Board extended the term of Ellen F. Siminoff as Executive Chair for an additional year beginning October 1, 2025. The Executive Chair will provide leadership and direction to the Board, and work with the Company’s Chief Executive Officer and other members of the Company’s executive team to provide, among other things, strategic expertise with respect to the Company’s strategy for future growth. This structure allows for a clear separation of duties, with the Executive Chair focusing on Board governance and long-term strategic vision, while the CEO leads day-to-day operations.

Lead Independent Director

As part of our continued efforts to ensure a strong, independent and active Board of Directors, we have designated a Lead Independent Director, who serves as the principal liaison between independent directors and the Chairperson and senior management, as well as the lead approver of all agendas, meetings and related information. We believe this role is integral to providing effective oversight of management and strong leadership of the independent directors. Mr. Richards currently serves as our Lead Independent Director.

Attendance at Meetings

During the year ended December 31, 2025, our Board of Directors met 10 times. Each member of the Board of Directors attended at least 75 percent of the meetings of our Board of Directors and the meetings of any of our Board Committees on which each member of the Board of Directors served that were held during the term of each such director. Our Board of Directors and each of the Board Committees also acted by way of various unanimous written consents during the year ended December 31, 2025. In addition, the Board of Directors and each Board Committee met, at times, without management present in executive session.

Although we do not have a formal policy regarding attendance by members of our Board of Directors at our Annual Meeting of Stockholders, we encourage our directors to attend. In 2025, all members of our Board of Directors serving at the time of our Annual Meeting of Stockholders attended the meeting.

Board Committees

Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The composition and responsibilities of each Committee are described below. Our Board of Directors may also establish from time to time any other Committees that it deems necessary or desirable. Members serve on these Committees until their resignation or until otherwise determined by our Board of Directors.

The current composition of each Board Committee is set forth below.

Audit Committee

Our Audit Committee consists of Donald E. Clarke, Sally Gilligan, and Jeff Richards, each of whom our Board of Directors has determined satisfies the independence requirements for Audit Committee members under the listing

standards of Nasdaq and Rule 10A-3 under the Exchange Act. Each member of our Audit Committee meets the financial literacy requirements under the rules and regulations of Nasdaq and the SEC. The chair of our Audit Committee is Mr. Clarke, who our Board of Directors has determined is an “Audit Committee financial expert” as defined by Item 407(d) of Regulation S-K. Our Audit Committee held 13 meetings in 2025.

Our Audit Committee is responsible for, among other things:

Our Audit Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq and is available on the investor relations section of our website at www.commerce.com.

Compensation Committee

Our Compensation Committee consists of Satish Malhotra, Donald E. Clarke, and Anil Kamath, with Mr. Malhotra serving as chair. Our Board of Directors has determined that each of the Compensation Committee members is a non-employee member of our Board of Directors as defined in Rule 16b-3 under the Exchange Act. The composition of our Compensation Committee meets the requirements for independence under the current listing standards of Nasdaq and current SEC rules and regulations. Decisions regarding the compensation of our executive officers have historically been made by the Compensation Committee. Our Compensation Committee held 4 meetings in 2025.

The Compensation Committee is responsible for, among other things:

Our Compensation Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq and is available on the investor relations section of our website at www.commerce.com.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Sally Gilligan, Jeff Richards, and Anil Kamath with Mr. Richards serving as chair. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under the current listing standards of Nasdaq and current SEC rules and regulations. Our Nominating and Corporate Governance Committee held 4 meetings in 2025.

The Nominating and Corporate Governance Committee is responsible for, among other things:

Our Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing standards of Nasdaq and is available on the investor relations section of our website at www.commerce.com.

Compensation Committee interlocks and insider participation

No member of our Compensation Committee is or has been a former or current executive officer or employee of the Company. During 2025, no member of our Compensation Committee had a relationship that must be described under the SEC rules relating to disclosure of related person transactions. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the Board of Directors or Compensation Committee (or other Committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

The Company’s Director Nomination Process

As indicated above, our Nominating and Corporate Governance Committee oversees the director nomination process. This Committee is responsible for assisting the Board of Directors in establishing minimum qualifications for director nominees, including qualities and skills that members of our Board of Directors are expected to possess. Under our Nominating and Corporate Governance Committee charter, these criteria include the following:

Our Nominating and Corporate Governance Committee identifies and evaluates individuals qualified to become members of our Board of Directors. Our Nominating and Corporate Governance Committee then recommends that our Board of Directors select the director nominees for the election at the next annual meeting of stockholders, or to fill vacancies on our Board of Directors occurring between annual meetings of the stockholders.

We believe it is important to have an appropriate mix of experience for the optimal functionality of the Board of Directors. Our Nominating and Corporate Governance Committee charter requires that the Committee consider each candidate’s qualities and skills and our Nominating and Corporate Governance Committee considers each candidate’s background, ability, judgment, skills and experience in the context of the needs and current make-up of the Board of Directors when evaluating director nominees. The Board of Directors believes it is important for each member of the Board of Directors to possess skills and knowledge in the areas of leadership of large, complex organizations; finance; strategic planning; laws and regulations; government relations; and relevant industries, especially the ecommerce space. These considerations help ensure that the Board of Directors as a whole has the appropriate mix of characteristics, skills and experiences for the optimal functioning of the Board of Directors in its oversight of our Company. As part of its periodic self-assessment process, the Nominating and Corporate Governance Committee reviews and evaluates its performance, including overall composition of the Board of Directors and the criteria that it uses for selecting nominees in light of the specific skills and characteristics necessary for the optimal functioning of the Board of Directors in its oversight of our Company. The Nominating and Corporate Governance Committee considers all of the criteria described above in identifying and selecting nominees and in the future may establish additional minimum criteria for nominees.

The Nominating and Corporate Governance Committee will consider nominees for the Board of Directors who are recommended by stockholders who meet the eligibility requirements for submitting stockholder proposals for inclusion in the Company’s next proxy statement. If an eligible stockholder wishes to recommend a nominee, he or she should submit such recommendation in writing to the Chair, Nominating and Corporate Governance Committee, c/o Secretary of the Company, Commerce.com, Inc., 11920 Alterra Parkway, D11 / Suite 100, 8th Floor Austin, Texas 78758, by the deadline for stockholder proposals set forth in the Company’s last proxy statement, specifying the information required by the Nominating and Corporate Governance Committee charter. Any recommendations should include whatever supporting material the stockholder considers appropriate in support of that recommendation and must include the information that would be required to be disclosed under the SEC’s rules in a proxy statement soliciting proxies for the election of such candidate and a signed consent of the candidate to serve as our director, if elected. All such recommendations will be brought to the attention of the Nominating and Corporate Governance Committee, and the Nominating and Corporate Governance Committee shall evaluate such director nominees in accordance with the same criteria applicable to the evaluation of all director nominees.

Director Compensation

The information contained in “2025 Director Compensation” is incorporated herein by reference.

Shareholder Engagement

Our Commitment to Shareholder Engagement

Shareholder feedback is important to our Board and management team. We engage with shareholders throughout the year, both proactively and in response to specific concerns on corporate governance, executive compensation, and our strategy and performance. We view engagement as an ongoing dialogue, and we use investor input as a key consideration for our Board and its Committees’ evaluation of program design, disclosure, and governance practices.

Our Approach

Management and, where appropriate, independent directors engage with shareholders through a range of forums, including one-on-one outreach, investor meetings, and other regular investor relations touchpoints. Our engagement discussions typically cover:

We provide summaries of investor feedback to the Board and relevant Committees to support their annual reviews and decision-making.

Responsiveness to Investors and Shareholders

Following our 2025 Annual Meeting, we conducted proactive outreach to our largest shareholders to solicit feedback on our say-on-pay and director election results and related governance and disclosure topics. Our shareholder engagement efforts included participation from the Compensation Committee Chair, Chief People Officer, Head of Investor Relations and members of our Legal team. In the past year, we sought feedback from shareholders representing approximately 52% of our outstanding common stock, and we engaged directly with shareholders representing approximately 30% of our outstanding common stock.

Our 2025 advisory say-on-pay proposal received support from 52.8% of the votes cast. Our Board and Compensation Committee actively engaged in shareholder outreach to better understand investor perspectives and concerns, and identify potential areas for enhancement. Feedback from these discussions informed the Board and Committees’ continuing evaluation of our executive compensation program and governance practices, as well as enhancements to the disclosure in this Proxy Statement.

Additionally, the Company acknowledges the importance of shareholder engagement, particularly in response to feedback on our executive compensation programs. We recognize that lower voting support levels for executive compensation matters can serve as an important signal from shareholders. As such, our outreach efforts reflect our commitment to good governance, transparency, and accountability in addressing shareholder concerns.

We encourage you to visit the Corporate Governance area of the “Investor Relations” section of our website (https://investors.commerce.com/corporate-governance/governance-overview) where you will find detailed information about our corporate governance practices and policies, including our Nominating and Corporate Governance Committee charter.

Communications with Directors

Stockholders who would like to send communications to our Board of Directors, any Board Committee or to any individual director may do so by submitting such communications to the Secretary of the Company, c/o Commerce.com, Inc., 11920 Alterra Parkway, D11 / Suite 100, 8th Floor, Austin, Texas 78758. We suggest, but do not require, that such submissions include the name and contact information of the stockholder making the submission and a description of the matter that is the subject of the communication. The Secretary will then distribute such information to our Board of Directors for review. Communications received by the Company may be reviewed by the Secretary to ensure appropriate and careful review of the matter.

Code of Ethics and Conduct

We have adopted a code of ethics and conduct that applies to all employees, including employees of our subsidiaries, as well as each member of our Board of Directors. The code of ethics and conduct is available at our website at https://investors.commerce.com/corporate-governance/governance-overview.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address specified above.

Pre-Approval Policies

Our Audit Committee pre-approved all audit, audit-related, tax and other fees for services performed by our independent registered public accounting firm during 2025. The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the “Audit Pre-Approval Policy”). The Audit Pre-Approval Policy provides for general pre-approval for a specified range of fees for certain categories of routine services to be provided during a given calendar year. This general pre-approval is automatically renewed at the beginning of each calendar year, unless otherwise determined by the Audit Committee. If the cost of any proposed service exceeds the amount for which general pre-approval has been established, specific pre-approval by the Audit Committee is required. Specific pre-approval of services is considered at the regular meetings of the Audit Committee. The Audit Pre-Approval Policy also establishes a list of prohibited non-audit services. In making all of its pre-approval determinations, the Audit Committee considers, among other things, whether such services are consistent with the rules promulgated by the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC regarding auditor independence, whether the independent auditor is best positioned to provide the most effective and efficient service, and whether the service might enhance the Company’s ability to manage and control risk or improve audit quality. These and other factors are considered as a whole and no one factor is necessarily determinative.

Recommendation of the Board of Directors

Our Board of Directors unanimously recommends that the stockholders vote FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Audit Committee Report

Our Audit Committee currently consists of three directors. Messrs. Clarke and Richards and Ms. Gilligan are each, in the judgment of the Board of Directors, an independent director. The Audit Committee acts pursuant to a written charter that has been adopted by the Board of Directors. A copy of the charter is available on the investor relations section of our website.

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. The Audit Committee is responsible for retaining our independent registered public accounting firm, evaluating its independence, qualifications and performance, and approving in advance the engagement of the independent registered public accounting firm for all audit and non-audit services. The Audit Committee’s specific responsibilities are set forth in its charter. The Audit Committee reviews its charter at least annually.

Management has the primary responsibility for the financial statements and the financial reporting process, including internal control systems, and procedures designed to ensure compliance with applicable laws and regulations. Our independent registered public accounting firm, Ernst & Young LLP, is responsible for expressing an opinion as to the conformity of our audited financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management the Company’s audited financial statements. The Audit Committee has also discussed with Ernst & Young LLP all matters that the independent registered public accounting firm was required to communicate and discuss with the Audit Committee, including the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the Audit Committee has met with the independent registered public accounting firm, with and without management present, to discuss the overall scope of the independent registered public accounting firm’s audit, the results of its examinations, its evaluations of the Company’s internal controls and the overall quality of our financial reporting.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions referred to above, the Audit Committee recommended to our Board of Directors that the company’s audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Executive Officers

Below is biographical information for each of our current executive officers as of April 1, 2026, other than Travis Hess (whose biographical information is shown under “Class I Directors” on page 9). Each executive officer serves at the discretion of the Board of Directors and the Chief Executive Officer.

Daniel Lentz has served as our Chief Financial Officer since July 2023 and was appointed the additional role of Chief Operating Officer as of January 1, 2026. Prior to serving as our Chief Financial Officer, Mr. Lentz served as our Senior Vice President of Investor Relations and Finance since March 2021, and as our Vice President of Investor Relations and Finance from November 2018 to March 2021. Mr. Lentz previously held financial and operational leadership positions at companies such as Dell, RetailMeNot and Procter & Gamble. Mr. Lentz received a B.B.A. in Finance from The University of Texas at Austin and an MBA in Accounting and Finance as well as a Master of Real Estate from Cornell University.

Chuck Cassidy has served as our General Counsel and Secretary since June 2023. Prior to serving as our General Counsel, Mr. Cassidy served as our Vice President and Associate General Counsel since March 2023, as our Associate General Counsel from September 2021 to March 2023, as our Assistant General Counsel from September 2019 through September 2021, and as our Senior Legal Counsel from November 2017 to September 2019. Mr. Cassidy previously was an associate at Vinson & Elkins from October 2013 to October 2017. Mr. Cassidy holds a Bachelor of Business Administration in Real Estate Finance from Southern Methodist University and a J.D. from the University of Texas School of Law.

Hubert Ban has served as our Chief Accounting Officer and Principal Accounting Officer since June 2023. Prior to joining Commerce, Mr. Ban worked in various capacities at Salesforce, Inc., from October 2008 to June 2023, where he most recently served as the Senior Vice President of SEC reporting and technical accounting. Prior to that, Mr. Ban held positions at Morgan Stanley and at Ernst & Young, LLP, from January 1998 to October 2006. Mr. Ban holds a B.S. in Accounting and Business from the University of Nebraska-Lincoln and is a Certified Public Accountant (inactive).

This vote is advisory only and non-binding. However, the Board and the Compensation Committee will consider the outcome of this vote when making future executive compensation decisions to the extent appropriate. We currently ask our stockholders to approve, on a non-binding, advisory basis, the compensation of our NEOs on an annual basis, and we expect to hold the next such vote at our 2027 annual meeting of stockholders.

We believe that the Compensation Committee has developed a compensation program for our NEOs that motivates outstanding performance and rewards behavior that aligns management’s interest with those of stockholders. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“NOW, THEREFORE, BE IT RESOLVED, that the stockholders of the Company approve, on a non-binding, advisory basis, the 2025 compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative discussion of this Proxy Statement.”

Compensation Discussion and Analysis

General

In this Compensation Discussion and Analysis (“CD&A”), we provide an overview and analysis of the compensation awarded to or earned by our named executive officers identified below (each, an “NEO”) during fiscal 2025, including the elements of our compensation program for NEOs, material compensation decisions made under that program for fiscal 2025, and the material factors considered in making those decisions. Our NEOs for the year ended December 31, 2025 are:

Executive Summary

2025 Performance Highlights and Pay for Performance.

Commerce is a performance-driven organization. Our executive compensation programs are designed to deliver pay in accordance with corporate and individual performance, reward superior performance and provide consequences for underperformance. We believe that the compensation of our NEOs for fiscal year 2025 was aligned with the Company’s performance during 2025. Highlights of that performance include:

In order to align pay with performance, a significant portion of our NEOs’ compensation is delivered in the form of equity awards and annual cash incentives, each of which depends on our actual performance.

For fiscal year 2025, approximately 68% of our NEOs’ total target compensation was in the form of stock options and restricted stock units (“RSUs”), which will vest based on continued service, and performance-based RSUs, which will vest based on achievement of Company adjusted EBITDA, revenue and total stockholder return (“TSR”) metrics.

The 2025 compensation program for NEOs consisted of base salary; a cash short term annual incentive award; and long-term equity incentive (“LTI”) awards, split between performance-based RSUs ("PSUs") and time-based RSUs and stock options.

Executive Compensation Objectives and Philosophy

The key objective in our executive compensation program is to attract, inspire, and reward leaders who demonstrate our values, foster a culture of performance excellence, and drive long-term success for the Company. Our executive compensation program is designed to:

We strive to set our overall total compensation at a competitive level. Executives may be compensated above or below the targeted market position based on factors such as experience, performance, scope of position, and the competitive demand for proven executive talent, as described further below under “—Determination of Executive Compensation."

Compensation Governance and Best Practices.

We are committed to having strong governance standards with respect to our compensation programs, procedures and practices. Our key compensation practices include the following:

Determination of Executive Compensation

Role of Compensation Committee

The Compensation Committee is responsible for establishing and overseeing our executive compensation programs and annually reviews and determines the compensation to be provided to our NEOs.

In setting executive compensation, the Compensation Committee considers a number of factors, including the recommendations of our Chief Executive Officer (other than with respect to the Chief Executive Officer’s own compensation), the Executive Chair of the Board of Directors, and our human resources team, current and past total compensation, competitive market data and analysis provided by the Compensation Committee’s independent compensation consultant, Company performance and each executive’s impact on performance, each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership, and internal equity pay considerations. Our Chief Executive Officer uses the benchmark peer data provided by the Compensation Committee’s compensation consultant to determine the size of equity-based awards, and adjusts each NEO’s equity grant value (other than his own) upwards or downwards from such peer data after considering the NEO’s role criticality and individual performance. Our Board makes decisions regarding our Chief Executive Officer’s compensation, following recommendation from the Compensation Committee.

Each year, the Compensation Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that we believe drive the creation of stockholder value and to determine whether any changes would be appropriate. The Compensation Committee obtains input from executive officers regarding our annual operating plan, expected financial results, and related risks. With this information as its foundation, the Compensation Committee establishes the performance-based metrics and targets for the short-term annual incentive awards and, using a multi-year projection, for the PSUs under the LTI program.

The Compensation Committee establishes the performance goals and the associated payout rates for various performance levels that it believes to be appropriate in order to motivate financial performance without incentivizing excessive risk-taking. Following completion of the performance year or period, the Compensation Committee evaluates achievement relative to the pre-established performance goals and determines and certifies corresponding payouts earned.

Role of the Independent Compensation Consultant

The Compensation Committee has retained Aon-Radford (“Aon”) as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives, design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, and provide guidance in administering our executive compensation program. While the Compensation Committee takes into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee makes its own independent decisions about compensation matters.

In addition, Aon’s affiliates (Aon plc and its related entities) performed insurance advisory and insurance brokerage services for us during 2025, for which we paid approximately $219,000. Insurance premiums and related fees were paid to Aon plc and passed through to third-party insurance companies not affiliated with Aon plc. Our Compensation Committee reviewed these services and fees and considered the independence of Aon in light of SEC rules regarding conflicts of interest involving compensation consultants and applicable Nasdaq listing standards regarding compensation consultant independence.

Based on its review, our Compensation Committee determined that Aon was independent, and that Aon's services did not raise any conflicts of interest.

Peer Groups

The Compensation Committee believes that obtaining relevant market data is an important component in making informed decisions regarding executive compensation. Such information provides helpful context and a meaningful reference point, even though differences and unique aspects of our business, strategy, growth profile, and talent needs may distinguish us from other companies.

In consultation with Aon, in August 2025, our Compensation Committee selected our peer group for 2025 compensation as follows, focusing primarily on domestic, publicly-traded SaaS and e-commerce companies with annual revenue between $175 million and $750 million and market capitalization between $100 million and $1.2 billion. As of August 2025, as compared to such peer groups, we were at the 57th percentile for revenue for the preceding 12 months, the 11th percentile for 30-day average market capitalization and the 60th percentile for EBITDA for the preceding 12 months.

The peer group selected for 2025 reflected the following changes from our 2024 peer group:

In determining what changes to make to our peer group described above, the Compensation Committee removed the thirteen companies identified above because they were acquired or had market values that were outliers. The companies identified above that were added to our peer group were added to balance out those companies that were removed and met most or all of the selection criteria. Changes were made to the peer group selection criteria for range multiples for revenue and market capitalization ranges.

In August 2025, Aon provided an analysis of data derived from members of our peer group and the Radford Global Compensation Database survey, the constituent companies of which were not provided to the Compensation Committee. For 2025, the Compensation Committee used Aon’s analysis to help structure a competitive executive compensation program, position executive compensation by considering market data, and make individual compensation decisions based on comparable positions at companies with which we compete for talent. Although the Compensation Committee does not establish compensation levels solely based on a review of competitive data or benchmark to any particular level, it believes such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate, and retain qualified executive officers.

Our Compensation Committee and Chief Executive Officer, as applicable, used benchmark data as a foundational starting point to determine target compensation for each NEO, and then adjusted the targets based on the NEO’s role criticality and incumbent performance. The benchmark data utilized was from our approved peer group based on relevant sector, revenue, market capitalization, and location, and was ultimately approved by the Compensation Committee.

2025 Compensation Program

The following elements of target total direct compensation are set annually by the Compensation Committee for each NEO: base salary; annual cash incentive award; and LTI award, split between PSUs, time-based RSUs and stock options. Annual short-term incentive awards are at-risk and actual payment varies based on financial performance. The LTI awards are at-risk and PSUs are subject to vesting based on financial and stock price performance. The following graphic titled “Target Pay Mix” shows the allocation of target total direct compensation payable to our CEO and Average NEO.

In addition, our NEOs are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. We also maintain severance and change in control arrangements, which aid in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a change in control. Each of these elements of compensation for 2025 is described further below.

Base Salary

The base salaries of our NEOs are an important part of their total compensation package and are intended to reflect their respective positions, duties, and responsibilities. Base salary is a visible and stable fixed component of our compensation program. Base salaries provide our NEOs with a reasonable degree of financial certainty and stability. With the goal of positioning base salaries at the median of market, our Compensation Committee, and with respect to our Chief Executive Officer, the Board, annually reviews and determines the base salaries of our executives and evaluates the base salaries of new hires at the time of hire. In February 2025, our Compensation Committee, and with respect to our Chief Executive Officer, the Board, reviewed the base salaries of our NEOs. In setting base salaries, the Compensation Committee considered each executive's scope of responsibilities, individual performance, experience, and competitive market data for similar positions. The Compensation Committee approved the following NEO base salary adjustments in 2025 to align with desired external and internal positioning, as shown below:

2025 Short-Term Incentive Compensation

Annual cash short-term incentives are an important component of our total compensation program and provide cash incentives that we believe are necessary to retain executive officers. The cash short-term incentives reward NEOs for the achievement of key short-term financial and operational objectives that the Compensation Committee views as critical to the execution of our business strategy and ensures each executive officer is focused on strategic goals that we believe will ultimately drive long-term value for our stockholders. Short-term incentives are based entirely on achievement of Company performance metrics without division, geographic or individual components to ensure that our NEOs are all focused on achieving the same goals.

During 2025, each NEO was eligible to receive an annual performance-based cash incentive award based on a specified target amount, expressed as a percentage of the named NEO’s base salary. Among other factors, the target short-term incentive percentages are determined with reference to peer group companies and market surveys and the proportion of total direct compensation represented by the target short-term annual incentive award percentage. The Compensation Committee recommended that the target short-term incentive for Mr. Lentz be increased from 55% to 60%, to better align with market data and internal pay alignment. Accordingly, following our review of the target short-term incentive percentages for each of our NEOs in March 2025, we determined that, for fiscal year 2025, our NEOs’ target short-term incentive percentages would be adjusted as outlined below:
 

At the beginning of 2025, the Board, considering the recommendations of the Compensation Committee and management, set the performance goals applicable to our NEO’s 2025 short-term incentive awards. For 2025, performance was measured across three components:

ARR growth and Adjusted EBITDA are financial components with a defined tranche-based payout structure designed to maintain risk and reward superior performance. Key features of these financial metrics include:

The Strategic & Operational Objectives component complements the financial components by recognizing achievement of outcomes that support sustainable growth but may not be fully reflected in short-term financial metrics. The Compensation Committee believes this design reinforces performance discipline by requiring meaningful achievement

before payouts are earned and by ensuring above-target payouts are supported by strong financial results. Incremental payout are considered once payout increase above target, but subjected to the following caps: 250% cap for ARR, 150% cap for Adjusted EBITDA, and 150% for Strategic and Operational component. This structure reflects our emphasis on driving durable revenue growth while maintaining operating discipline, complemented by strategic and customer-focused priorities that support long-term value creation. The Compensation Committee believes this structure also maintains significant at-risk compensation, incorporates meaningful downside risk, and appropriately balances growth, profitability, and strategic execution.

The performance goals established by the Board for our 2025 short-term incentive awards, and their respective weightings are provided in the table below, alongside the respective attainment and payout percentage. Based on the foregoing, the aggregate achievement of the performance goals was approximately 49% of target.

See Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable financial measure calculated and presented in accordance with GAAP.

The amounts of such short-term incentive awards paid to our NEOs in respect of 2025 are set forth in the column titled “Non-Equity Incentive Plan Compensation” in the 2025 Summary Compensation Table below. Mr. Klein, Mr. Dhatt, and Mr. Walter did not receive a short-term incentive payment in respect of 2025, because each of their employment with us ended prior to the payment of our short-term incentives for that year.

Retention Bonus

In November 2024, the Compensation Committee approved payment of a cash retention bonus for Mr. Lentz in an amount equal to $50,000 (the “Cash Bonus”), which was paid as to 25% of the Cash Bonus on or as soon as practicable after each of December 31, 2024, and March 31, 2025, and as to the remaining 50% of the Cash Bonus on or as soon as practicable after September 30, 2025 in each case, subject to Mr. Lentz’s continued employment with the Company through each such date. The Cash Bonus was awarded to incentivize Mr. Lentz’s retention during a period of significant executive turnover and during the Company’s transformation efforts.

Sign-On Bonus

In connection with his commencement of employment with the Company, we paid Mr. Walter a one-time cash bonus in the amount of $50,000, subject to clawback in the event of his resignation or termination due to misconduct, negligence or conviction of an offense punishable by imprisonment within one year following the date on which his employment with us commenced.

Equity-Based Long-Term Incentive Awards

The largest component of our executive compensation program is equity-based LTI compensation. We view equity-based LTI compensation as a critical component of our balanced total compensation program. Equity-based LTI awards are designed to motivate and reward the achievement of multi-year strategic objectives, reinforce accountability for sustained performance, and align the interests of our executive officers with those of our stockholders. Because executives realize value from equity-based LTI awards only to the extent that stockholder value is created over time and equity-based LTI awards are subject to continued service through the applicable vesting date, equity-based LTI awards promote retention and foster a strong ownership culture.

The Compensation Committee generally grants annual equity-based LTI awards during the first quarter of each fiscal year as part of the annual compensation review cycle.

Annual equity-based LTI awards granted to our NEOs consist of a combination of stock options, time-vesting RSUs, and performance-based restricted stock units RSUs ( "PSUs"). The Compensation Committee believes this mix appropriately balances performance alignment, retention, and stockholder value creation. A significant portion of target equity-based LTI value is delivered in the form of PSUs to reinforce our commitment to pay-for-performance and long-term value creation. For 2025, annual equity awards granted to each NEO consisted of:

The Compensation Committee believes this structure creates a strong linkage between executive compensation and sustained Company performance while promoting long-term alignment with stockholders.

2025 Equity-Based Long-Term Incentive Awards

In 2025, we awarded the following grants of stock options, time-based RSUs and PSUs to our NEOs:

Stock Options and Time-Based RSU Awards

The stock options granted to our NEOs during 2025 vest as to 25% of the underlying shares on the first anniversary of the applicable vesting start date and as to the balance of the underlying shares in 36 substantially equal monthly installments thereafter, subject to the applicable NEO’s continued service through the applicable vesting date.

The time-based RSU awards granted to our NEOs in 2025 vest 25% on the first anniversary of the applicable vesting commencement date, with the remaining 75% vesting in equal quarterly installments thereafter over the next three years, subject to continued service.

Certain of our NEOs’ stock options and time-based RSUs are subject to accelerated vesting in certain circumstances, as described below under “—Potential Payments Upon Termination or Change in Control” below.

Performance-based Restricted Stock Units Awards

The Compensation Committee has structured the Company’s long-term incentive program to ensure that a substantial majority of executive compensation is performance-based and directly aligned with stockholder interests. PSUs granted in 2025 are eligible to vest based on achievement of three complementary measures:

The 2025 weighting represents a shift from 2024, when a greater portion of performance-based equity was tied to top-line growth. The Compensation Committee adjusted the mix to increase the weighting on revenue performance in light of the Company’s strategic priority to drive sustained top-line growth. The Compensation Committee believes this revised allocation appropriately aligns long-term incentives with the Company’s current business focus while maintaining balanced incentives for profitability and stockholder returns.

The Compensation Committee believes this structure ensures that a substantial majority of long-term compensation remains performance-based and aligned with sustained financial results and stockholder value creation.

Adjusted EBITDA PSUs

For 2025, pursuant to the Adjusted EBITDA PSU awards, each NEO is eligible to earn between 0% and 150% of the target number of PSUs based on the Company’s achievement of pre-established Adjusted EBITDA goals that are set at the beginning of the fiscal year on an annual basis over a three-year period.

The Compensation Committee will establish objective threshold, target, and maximum Adjusted EBITDA goals for each annual measurement period within the first 90 days of the applicable fiscal year. These goals are set based on the Company’s approved operating plan and are intended to require meaningful financial performance in order to achieve target payout levels.

The Adjusted EBITDA PSU award is structured with annual performance tranches. Subject to the NEO’s continued service through the applicable vesting date, for each year of the performance period, up to one-third of the Adjusted EBITDA PSU award is eligible to be earned based on achievement of Adjusted EBITDA goals for that year. For each annual tranche:

Following the completion of each year of the applicable performance period, the Compensation Committee certifies the level of Adjusted EBITDA achieved and determines the number of Adjusted EBITDA PSUs earned for that year. Any portion of the applicable tranche of Adjusted EBITDA PSUs not earned based on certified performance is forfeited and may not be earned in subsequent years.

Earned and vested Adjusted EBITDA PSUs are settled in shares of Company common stock within 30 days following certification.

The Compensation Committee believes this design ensures that a meaningful portion of long-term compensation remains at risk and directly tied to annual financial performance, while incorporating substantial downside risk and capped upside.

Revenue PSUs

For 2025, pursuant to the Revenue PSU awards, each NEO is eligible to earn between 0% and 200% of the target number of PSUs based on the Company’s achievement of pre-established annual revenue goals are set at the beginning of the fiscal year on an annual basis over a three-year period.

The Compensation Committee will establish objective threshold, target, and maximum revenue goals for each annual measurement period within the first 90 days of the applicable fiscal year. These goals are based on the Company’s approved operating plan and are intended to require strong top-line performance to achieve target payout levels.

The Revenue PSUs are structured with annual performance tranches. Subject to the NEO’s continued service through the applicable vesting date, for each year of the performance period, up to one-third of the total Revenue PSU award is eligible to be earned based on achievement of revenue goals for that year. For each annual tranche:

Following completion of each year of the applicable performance period, the Compensation Committee certifies the level of revenue achieved and determines the number of Revenue PSUs earned for that year. Any portion of the applicable tranche of Revenue PSUs not earned based on certified performance is forfeited and may not be earned in subsequent years.

Earned and vested Revenue PSUs are settled in shares of Company common stock within 30 days following certification.

The Compensation Committee believes this structure reinforces a strong pay-for-performance orientation by tying a significant portion of long-term compensation directly to sustained revenue growth, while incorporating meaningful downside risk and capped upside.

TSR PSUs

For 2025, pursuant to the TSR PSU awards, each NEO is eligible to earn between 0% and 200% of the target number of PSUs based on the Company’s total stockholder return (“TSR”) over a three-year performance period beginning January 1, 2025 and ending December 31, 2027, relative to the TSR of the Russell 2000 Index (the “Relative TSR Performance”).

Relative TSR Performance is measured over the full three-year performance period, and payout is determined based on the Company’s percentile ranking relative to the Russell 2000 Index. Subject to the NEO’s continued service through the applicable vesting date, up to 200% of the target number of TSR PSUs granted to the NEO will be eligible to vest, with the actual number of TSR PSUs that will vest being determined by multiplying (i) the target number of TSR PSUs, by (ii) the applicable “vesting percentage,” as set forth below:, as follows:

The applicable vesting percentage between percentile levels is determined using straight-line interpolation.

Notwithstanding the foregoing, if the Company’s absolute TSR over the three-year performance period is negative, the number of TSR PSUs that vest will not exceed 100% of target (the “Absolute TSR Cap”). The Compensation Committee believes this Absolute TSR Cap reinforces alignment with stockholders by limiting above-target payouts in periods of negative absolute TSR returns.

Following completion of the performance period, the Compensation Committee certifies the Company’s relative TSR percentile ranking, absolute TSR performance, and the number of TSR PSUs earned. Any portion of the TSR PSU award not earned based on certified performance is forfeited. Earned and vested TSR PSUs are settled in shares of Company common stock within 30 days following certification.

The Compensation Committee believes this design directly aligns a meaningful portion of long-term compensation with stockholder returns relative to a broad market index, incorporates substantial downside risk, and caps upside payouts in periods of negative absolute performance.

Certain PSUs may be subject to accelerated vesting in limited circumstances, as described below under “Potential Payments Upon Termination or Change in Control.”

Fiscal 2025 Performance and Payout of PSUs

Following completion of the 2025 performance period, the Compensation Committee reviewed and certified the Company’s performance results relative to the pre-established goals with respect to the tranches of Adjusted EBITDA PSUs and Revenue PSUs, in each case, granted to our NEOs in 2024 and 2025 that were eligible to vest based on performance in 2025. Payouts were determined in accordance with the formulaic terms of the program, with no adjustments to the calculated results. Based on certified results, the applicable performance metrics were achieved:

The Compensation Committee believes that the resulting payouts appropriately reflect Company performance during the applicable performance period and are aligned with shareholder outcomes. In 2025, the majority of long-term compensation remained at risk, and payout levels for long-term equity awards were determined in accordance with the pre-established performance framework.

Retirement Savings, Health and Welfare Benefits

We maintain a tax-qualified retirement plan intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code that provides eligible employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis. All participants’ interests in their own contributions are 100% vested when contributed. Effective January 1, 2025, we implemented an employer matching contribution for all participants in the 401(k) Plan. Under the Plan, the Company matches 50% of the first 6% of eligible compensation contributed by a participating U.S. employee. Employer contributions are made in accordance with the Plan and are subject to any eligibility and vesting provisions set forth in the Plan. The 401(k) Plan is intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code.

Employee Benefits and Perquisites

All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including medical, dental, and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, and life insurance. We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs.

We do not currently provide perquisites to our NEOs, and we do not view perquisites or other personal benefits as a significant component of our executive compensation program. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of the executive’s duties, to make our executive officers more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved by the Compensation Committee.

We do not provide any tax “gross ups” to our NEOs.

Severance and Change in Control Arrangements

We provide for severance benefits and payments to each of our NEOs upon certain terminations without cause or resignations for good reason. Our Compensation Committee believes that these types of benefits are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such benefits can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. Our severance and change in control payments and benefits are designed to be competitive with market practices. A description of these potential benefits, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive if a qualifying termination of employment or change in control had occurred on December 31, 2025, are set forth in “—Potential Payments Upon Termination or Change in Control” below.

On November 1, 2025 and April 30, 2025, respectively, we entered into separation and general releases (each a “separation agreement”) with Mr. Klein and Mr. Dhatt, in connection with their respective terminations of employment with us. Under the separation agreements, Mr. Klein and Mr. Dhatt became entitled to certain severance payments and benefits, subject to the applicable NEO's execution and non-revocation of the separation agreement, including the general release contained therein, and compliance with the terms thereof. A description of these severance payments and benefits are set forth in “—Potential Payments Upon Termination or Change in Control” below.

Stock Ownership Guidelines. We believe that stock ownership aligns the interests of our executive officers with our stockholders and encourages long-term management of the Company for the benefit of its stockholders. We maintain stock ownership guidelines which apply to our senior leadership team. Under these guidelines, our senior leaders are required to acquire and maintain shares of our Common Stock having a value equal to the following multiples of their annual base salaries following the completion of a five-year phase-in period:

Derivatives Trading, Hedging, and Pledging Policies. We have adopted an Insider Trading Compliance Policy that governs the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. Our Insider Trading Compliance Policy provides that no employee, officer, or director may engage in any activity of the type that is designed to profit from or hedge against decreases in the value of the Company’s securities, such as short sales, trading activity designed to profit from fluctuations in the price of the Company’s securities (such as day trading and arbitrage trading), hedging transactions, and trading in puts, calls or other derivative securities. In addition, our Insider Trading Compliance Policy provides that no employee, officer, or director may pledge Company securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold Company securities in a “margin” account, which would allow the individual to borrow against their holdings to buy securities.

Clawback Policy. We maintain a mandatory clawback policy in compliance with SEC rules and Nasdaq listing standards (the “Clawback Policy”). Our Clawback Policy provides that the Company shall recover from current or former executive officers excess incentive-based compensation (i.e., incentive compensation that is granted, earned or vested based in whole or in part on the attainment of one or more financial reporting measures) in the event the Company is required to prepare an accounting restatement, unless the Compensation Committee determines that recovery would be impracticable.

Section 409A. The Compensation Committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code, and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences.

Section 162(m). Section 162(m) of the Code disallows a tax deduction to public companies for compensation in excess of $1 million paid to “covered employees”, which generally includes all NEOs. While the Compensation Committee may take the deductibility of compensation into account when making compensation decisions, the Compensation Committee will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us.

“Golden Parachute” Payments. Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Compensation Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.

Accounting for Share-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

Compensation Committee Report

The Compensation Committee reviewed and discussed the foregoing Compensation Discussion and Analysis with the Company’s management. Based on this review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed by us with the SEC.

This report of the Compensation Committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the Compensation Committee.

Executive Compensation Tables

2025 Summary Compensation Table

The following table contains information about the compensation earned by each of our NEOs during the fiscal years ended December 31, 2025, 2024 and 2023.