Commerce.com Implements Stockholder Rights Plan Amid Acquisition Proposal

Commerce.com, Inc. (Nasdaq: CMRC), formerly known as BigCommerce Holdings, Inc., has announced the adoption of a limited duration stockholder rights plan. This strategic move is designed to protect the interests of its shareholders and maintain the integrity of the company amidst an unsolicited acquisition proposal from Rezolve Ai PLC (NASDAQ: RZLV).

The newly implemented Rights Plan is effective immediately and is set to expire on April 12, 2027. The decision to adopt this plan comes in the wake of Rezolve Ai's proposal on April 8, 2026, which suggested acquiring all outstanding common shares of Commerce.com through a share exchange at a steep discount. Specifically, Rezolve Ai proposed to exchange one of its shares for every two shares of Commerce.com, which translates to an implied valuation representing a 47% discount based on Rezolve Ai’s closing price of $2.88 on April 7, 2026.

Ellen Siminoff, Executive Chair of the Commerce Board, emphasized the board's commitment to maximizing long-term value and ensuring fair treatment of all shareholders. "The Rights Plan is intended to protect stockholder interests and ensure fair and equitable treatment," Siminoff stated. She further noted that the plan provides the board with the necessary time and flexibility to evaluate any transaction proposals comprehensively.

Under the terms of the Rights Plan, one preferred stock purchase right will be distributed for each share of Commerce.com common stock held by stockholders on record as of April 27, 2026. Each right will allow stockholders to purchase a fraction of a newly created Series A Junior Participating Preferred Stock at an exercise price of $13.00. The rights can be redeemed by the board at any point before a person or group acquires 10% or more of the company's common stock—20% in the case of a Passive Institutional Investor.

If an acquiring party exceeds the stipulated ownership threshold, the rights will allow holders to purchase shares at a market value worth twice the exercise price. However, rights held by the acquiring party itself will become void and unexercisable.

The adoption of the Rights Plan serves as a defensive mechanism to deter hostile takeovers and ensures that any potential acquisition is subjected to thorough scrutiny. It aims to protect the interests of shareholders by preventing undervaluation during acquisition attempts, particularly in light of Rezolve Ai's proposal, which the board deemed unattractive and significantly undervaluing the company.

The dividend distribution associated with the new Rights Plan will be payable to shareholders on April 27, 2026. Notably, this distribution will not be taxable to shareholders, providing an additional layer of assurance for investors.

In light of the recent developments, Commerce.com indicated that further details about the Rights Plan would be filed in a Form 8-K with the Securities and Exchange Commission. The company remains committed to transparency and will provide updates as necessary regarding its strategic direction and shareholder rights.

As Commerce.com continues to navigate this acquisition proposal, the company's focus remains on delivering innovative technology solutions that empower businesses to thrive in a rapidly evolving commerce landscape. The adoption of the Rights Plan is a testament to the board's dedication to preserving shareholder value and ensuring the company's long-term success.

For further insights and ongoing updates, stakeholders are encouraged to monitor announcements from Commerce.com and to review the forthcoming SEC filings.