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Commerce.com Board of Directors Comments on Unsolicited Proposal from Rezolve Ai

MWN-AI** Summary

On April 8, 2026, Commerce.com, Inc. (formerly BigCommerce Holdings, Inc.) announced that its Board of Directors has reviewed an unsolicited acquisition proposal from Rezolve Ai PLC. Rezolve Ai has proposed to acquire all outstanding common shares of Commerce.com, offering one share of Rezolve Ai in exchange for every two shares of Commerce.com. This aggregate proposal translates to a considerable 47% discount relative to the current share price of Commerce.com, which was valued at $2.88 on April 7, 2026.

The Board of Directors unanimously found the proposal significantly undervalued the company and rejected it, asserting it was unattractive to Commerce.com shareholders. This rejection follows a previous all-stock proposal from Rezolve Ai on February 22, 2026, which had been similarly dismissed as it represented a 29% discount to prior share valuations.

The Board emphasized its commitment to maximizing long-term value for Commerce.com shareholders while focusing on the company’s recent business transformation. Commerce.com is dedicated to enhancing efficiency, expanding profit margins, and realigning investments towards high-impact growth sectors, especially in AI-powered commerce solutions.

Morgan Stanley is acting as the financial advisor for Commerce.com, with Latham & Watkins LLP providing legal counsel. The company remains optimistic about its potential growth trajectory, claiming to empower businesses through its AI-driven commerce platform, which integrates tools and systems that promote innovation and market responsiveness.

In summary, Commerce.com’s leadership is resolute in its strategy to elevate shareholder value and will continue to pursue actions aligning with this objective while rejecting any undervalued takeover bids.

MWN-AI** Analysis

Commerce.com’s recent board comments regarding Rezolve Ai’s unsolicited acquisition proposal reveal several critical indicators for investors and analysts to consider. The rejection of Rezolve Ai's offer, which implies significant undervaluation (a 47% discount on the current share price), signals that the Commerce.com Board believes the company is on a robust trajectory for growth, bolstered by strategic initiatives that emphasize AI-driven commerce.

The fact that the Board dismissed a previous offer at an even more favorable ratio (one Rezolve Ai share for each Commerce.com share) further underscores their confidence in the company’s intrinsic value and potential. With several projects underway aimed at operational efficiency and margin expansion, management appears focused on enhancing shareholder value, making the company attractive for long-term investment.

For existing shareholders, this can be a reassuring message about the Board’s commitment to pursuing value-accretive strategies, rather than prematurely settling for a subpar acquisition deal. The continued collaboration with financial and legal advisors indicates a structured approach to evaluating investor relations and potential opportunities, signifying a long-term vision.

Looking ahead, investors should monitor Commerce.com’s performance closely, particularly regarding its ongoing emphasis on AI technologies and how these innovations translate into growth metrics. The company operates in a dynamic environment, facing competition from both emerging AI firms and established players. Continued positive operational changes and success stories from clients can serve as indicators of Commerce.com’s resilience and market positioning.

In short, while short-term volatility might occur due to acquisition discussions, Commerce.com presents a compelling case for investors prioritizing long-term value driven by strategic growth initiatives in an evolving tech landscape.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

AUSTIN, Texas, April 08, 2026 (GLOBE NEWSWIRE) --  Commerce.com, Inc. (Nasdaq: CMRC) (formerly BigCommerce Holdings, Inc.) today confirmed its Board of Directors received an unsolicited proposal from Rezolve Ai PLC (NASDAQ: RZLV) under which Rezolve Ai proposed to acquire all of the outstanding common shares of Commerce.com by exchanging one Rezolve Ai share for every two shares of Commerce.com, implying a 47% discount to the current Commerce.com share price, based on Rezolve Ai’s closing price of $2.88 on April 7, 2026. The Board of Directors determined this proposal significantly undervalues the company, is not attractive to Commerce.com shareholders, and does not warrant further engagement.

This decision follows the Board of Directors’ previous unanimous rejection of a private, unsolicited all-stock proposal received from Rezolve Ai on February 22, 2026 under which Rezolve Ai proposed to acquire all of the outstanding common shares of Commerce.com by exchanging one Rezolve Ai share for each Commerce.com share, implying a 29% discount to prior Commerce.com share price, based on Rezolve Ai’s closing price of $2.15 on February 20. It is notable that the revised proposal received today is even less favorable and implies a significant discount to the Company’s current market valuation.

The Board and management team remain committed to maximizing long-term value for Commerce.com shareholders, and are focused on further advancing its recent material business transformation. With improved e?ciency, expanded margins, realigned investment to the highest-impact growth areas, and a clear position in AI-powered agency commerce, Commerce.com is well positioned to deliver enhanced growth and value. The Board and management team will continue to take actions to advance that objective.

Morgan Stanley is serving as financial advisor to Commerce.com, and Latham & Watkins LLP is serving as legal counsel.

About Commerce
Commerce (Nasdaq: CMRC) empowers businesses to innovate, grow, and thrive by providing an open, AI-driven commerce ecosystem. As the parent company of BigCommerce, Feedonomics, and Makeswift, Commerce connects the tools and systems that power growth, enabling businesses to unlock the full potential of their data, deliver seamless and personalized experiences across every channel, and adapt swiftly to an ever-changing market. Trusted by leading businesses like Coldwater Creek, Cole Haan, Dell, Harvey Nichols, King Arthur Baking Co., Mizuno, Pacsun, Perry Ellis, Skechers, SportsShoes and Uplift Desk, Commerce delivers the storefront control, optimized data, and AI-ready tools businesses need to grow, serve diverse buyers, and operate with confidence in an increasingly intelligent, multi-surface world. For more information, visit commerce.com or follow us on X and LinkedIn.

Media Relations Contact
Brad Hem
PR@commerce.com

Andrew Siegel / Sophie Throsby / Melissa Johnson
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

Investor Relations Contact
Tyler Duncan
InvestorRelations@commerce.com


FAQ**

What is the impact of Rezolve Ai's unsolicited proposals on the stock valuation of Commerce.com, and how does it compare to the previous offers made to acquire BigCommerce Holdings Inc. (BIGC)?

Rezolve Ai's unsolicited proposals may positively influence Commerce.com's stock valuation through increased investor interest, yet their impact appears less significant than prior acquisition offers for BigCommerce Holdings Inc. (BIGC), which have had a more pronounced effect on market perception.

Given the Board of Directors' rejection of Rezolve Ai’s proposals, how might this influence investor confidence in Commerce.com as a successor to BigCommerce Holdings Inc. (BIGC)?

The Board of Directors' rejection of Rezolve Ai's proposals may diminish investor confidence in Commerce.com as a successor to BigCommerce Holdings Inc. (BIGC) by raising concerns about governance and strategic direction.

How does the recent business transformation at Commerce.com, which includes BigCommerce Holdings Inc. (BIGC), enhance its appeal to shareholders despite the rejected acquisition proposals?

Commerce.com’s recent business transformation, focusing on innovative e-commerce solutions and strategic partnerships, positions it for long-term growth and profitability, thereby enhancing shareholder value despite the rejection of acquisition proposals.

What strategic measures will the Board of Commerce.com take to ensure long-term value maximization in contrast to the proposals made by Rezolve Ai for BigCommerce Holdings Inc. (BIGC)?

The Board of Commerce.com will focus on enhancing product innovation, expanding market share through strategic partnerships, optimizing operational efficiencies, and prioritizing customer engagement to ensure sustainable long-term value maximization compared to Rezolve Ai's proposals for BigCommerce Holdings Inc. (BIGC).

**MWN-AI FAQ is based on asking OpenAI questions about Commerce.com Inc. (NASDAQ: CMRC).

Commerce.com Inc.

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