CMRC · Commerce.com, Inc.

Commerce.com, Inc. has implemented a stockholder rights plan, commonly known as a "poison pill," as a defensive measure against an unsolicited acquisition proposal from Rezolve Ai PLC. The Board of Directors determined that Rezolve Ai's proposal, which implied a 47% discount to the current share price based on the closing price of Rezolve Ai stock, significantly undervalued the Company and was not in the best interests of stockholders. The Rights Plan is designed to deter coercive takeover tactics and ensure that the Board has sufficient time to evaluate any transaction proposals.

Under the terms of the plan, one right will be distributed for each share of common stock held by stockholders of record on April 27, 2026. Initially, the rights trade with the common stock. The rights become exercisable if a person or group acquires 10% (or 20% in the case of a Passive Institutional Investor) or more of the outstanding common stock, thereby becoming an "Acquiring Person." Upon such an event, each right (other than those held by the Acquiring Person, which become void) entitles the holder to purchase shares of the Company's Series A Junior Participating Preferred Stock at a 50% discount, effectively diluting the Acquiring Person's stake. The Board retains the discretion to redeem the rights at $0.01 per right at any time before an Acquiring Person emerges. The rights are set to expire on April 12, 2027. This action signals a strong commitment by the Board to maximize stockholder value and prevent a takeover at what it deems an inadequate price.