SPS COMMERCE INC 10-Q

Item 5. Other Information Insider Adoption or Termination of Trading Arrangements During the three months ended September 30, 2023, the following directors and officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted written plans for the sale of our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act: Name Title Adoption Date Earliest Sale Date Expiration or Termination Date Aggregate Number of Shares of the Company's Common Stock to be Sold Archie Black Chief Executive Officer (1) and Director August 29, 2023 November 29, 2023 March 31, 2025 34,482 Kimberly Nelson Chief Financial Officer August 1, 2023 October 31, 2023 May 30, 2024 47,608 Philip Soran Director August 8, 2023 November 7, 2023 May 20, 2024 6,052 Marty Reaume Director August 9, 2023 November 8, 2023 August 9, 2024 6,570 (1) As previously reported, effective October 2, 2023 Archie Black retired as the Company's Chief Executive Officer. There were no other Rule 10b5-1(c) trading arrangements or non-Rule 10b5-1(c) trading arrangements adopted, modified or terminated by the Company's officers and directors during the three months ended September 30, 2023. Item 6. Exhibits Number Description 3.1 Ninth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on May 21, 2020). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Form 10-K filed with the SEC on February 21, 2023). 10.1 Offer Letter between Chad Collins and SPS Commerce, Inc., dated as of July 6, 2023 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 6, 2023). 10.2 Executive Severance and Change in Control Agreement, effective as of October 2, 2023, by and between Chad Collins and SPS Commerce, Inc. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on July 6, 2023). 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith). 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith). 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). 101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T (filed herewith). The XBRL instance document does not appear in the Interactive Data File because its tags are embedded within the Inline XBRL document. 104 The cover page from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL. SPS COMMERCE, INC. 29 Form 10-Q for the Quarterly Period ended September 30, 2023 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: October 26, 2023 SPS COMMERCE, INC. /s/ KIMBERLY NELSON Kimberly Nelson Executive Vice President and Chief Financial Officer (principal financial and accounting officer) SPS COMMERCE, INC. 30 Form 10-Q for the Quarterly Period ended September 30, 2023