Short answer
Commerce.com, Inc. (CMRC) filed an 8-K current report with the SEC on April 14, 2026 reporting Item 3.03 (Material Modification to Rights of Security Holders), Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item EX-99.1 (Exhibit EX-99.1). Certificate of Designations for Series A Junior Participating Preferred Stock incorporated by reference.
Commerce.com, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 3.03 · Material Modification to Rights of Security Holders
- Certificate of Designations for Series A Junior Participating Preferred Stock incorporated by reference
- Potential impact on preferred-stock rights, voting, dividends, and liquidation preferences
- Investor review of the incorporated document needed to assess specific rights changes
Item EX-99.1 · Exhibit EX-99.1
- Board adopted a limited-duration poison pill through April 12, 2027, signaling resistance to unsolicited acquisition attempts
- Trigger threshold at 10% ownership, or 20% for passive institutional investors, including derivative positions
- Plan follows Rezolve Ai’s April 8 proposal to exchange one Rezolve share per two Commerce shares, implying a 47% discount
- Rights carry a $13.00 exercise price and may enable holders to buy stock worth twice that price after a triggering acquisition
- Board rejected Rezolve’s proposal as significantly undervaluing Commerce, preserving leverage for alternative offers or negotiations
Other items in this filing:
- Item 5.03: Amendments to Articles of Incorporation or Bylaws
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Commerce.com, Inc. 8-K filings
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