12 unchanged sentences
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.
−Removed: SPS COMMERCE, INC.
−Removed: Form 10-K for the Annual Period ended December 31, 2023
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
2 unchanged sentences
Based on this assessment, management concluded that we maintained effective internal control over financial reporting as of December 31, 2024 based on the specified criteria.
−Removed: Pursuant to the SEC’s general guidance that the assessment of a recently acquired business' internal control over financial reporting may be omitted in the year of acquisition, as of December 31, 2023, our scope of the assessment of our internal control over financial reporting excluded TIE Kinetix, which was acquired in September 2023.
−Removed: Our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024 will include TIE Kinetix.
−Removed: Excluding net intangible assets and goodwill, TIE Kinetix represented less than 5% of our consolidated assets as of December 31, 2023 and less than 5% of our consolidated revenues for the year ended December 31, 2023.
+Added: Pursuant to the SEC’s general guidance that the assessment of a recently acquired business' internal control over financial reporting may be omitted in the year of acquisition, the scope of the assessment of our internal control over financial reporting as of December 31, 2024 excluded SupplyPike (acquired in July 2024).
+Added: Our assessment of the effectiveness of internal control over financial reporting as of December 31, 2025 will include SupplyPike.
+Added: Excluding net intangible assets and goodwill, SupplyPike represented less than 5% of our consolidated assets as of December 31, 2024 and less than 5% of our consolidated revenues for the year ended December 31, 2024.
The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report, which is included under Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting during the three months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: SPS COMMERCE, INC.
+Added: Form 10-K for the Annual Period ended December 31, 2024
Other Information
6 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item will be included in the 2024 Proxy Statement under the captions “Election of Directors,” “Executive Compensation,” and “Information Regarding the Board of Directors and Corporate Governance” and is incorporated herein by reference.
+Added: The information required by this item will be included in the 2025 Proxy Statement under the captions “Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance,” “Audit Committee Report and Payment of Fees to Our Independent Auditor,” “Executive Compensation,” and “Delinquent Section 16(a) Reports” and is incorporated herein by reference.
Executive Compensation
−Removed: The information required by this item will be included in the 2024 Proxy Statement under the captions “Executive Compensation,” and "Security Ownership" and is incorporated herein by reference.
+Added: The information required by this item will be included in the 2025 Proxy Statement under the captions “Executive Compensation,” “Director Compensation,” and “Security Ownership” and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 unchanged sentence
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by this item will be included in the 2024 Proxy Statement under the captions “Certain Relationships and Related Transactions,” “Information Regarding the Board of Directors and Corporate Governance,” and "Election of Directors" and is incorporated herein by the reference.
−Removed: Principal Accounting Fees and Services
+Added: The information required by this item will be included in the 2025 Proxy Statement under the captions “Election of Directors,” “Information Regarding the Board of Directors and Corporate Governance,” and “Certain Relationships and Related Transactions” and is incorporated herein by the reference.
+Added: Principal Accountant Fees and Services
The information required by this item will be included in the 2025 Proxy Statement under the caption “Audit Committee Report and Payment of Fees to Our Independent Auditor” and is incorporated herein by reference.
−Removed: Exhibits, Financial Statement Schedules
+Added: Exhibits and Financial Statement Schedules
The following documents are filed as a part of this Annual Report on Form 10-K:
4 unchanged sentences
(c) Exhibits:
−Removed: The exhibits incorporated by reference or filed as a part of this Annual Report on Form 10-K are listed in the Exhibit Index prior to the signatures to this report.
+Added: The exhibits incorporated by reference or filed as a part of this Annual Report on Form 10-K are listed in the Exhibit Index prior to the signatures of this report.
SPS COMMERCE, INC.
3 unchanged sentences
Exhibit Description Form Date of
−Removed: 3.1 Ninth Amended and Restated Certificate of Incorporation
+Added: 3.1 Tenth Amended and Restated Certificate of Incorporation
8-K 05/16/2024 3.1
11 unchanged sentences
8-K 02/17/2012 10.4
−Removed: 10.5 Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan**
+Added: 10.5 Form of Restricted Stock Unit Award Agreement (Employee) under 2010 Equity Incentive Plan**
10-K 02/21/2023 10.5
+Added: 10.6 Form of Restricted Stock Unit Award Agreement (Director) under 2010 Equity Incentive Plan**
10.7 Form of Restricted Stock Award Agreement under 2010 Equity Incentive Plan**
3 unchanged sentences
10.9 Form of Deferred Stock Unit Agreement under 2010 Equity Incentive Plan **
−Removed: 10-Q 04/26/2019 10.2
10.10 Form of Indemnification Agreement for Independent Directors**
9 unchanged sentences
8-K 02/18/2020 10.1
+Added: 10.15 SPS Commerce, Inc.
+Added: Executive Management Team Severance Plan**
+Added: 8-K 05/16/2024 10.1
+Added: 10.16 Agreement to Terminate Amended and Restated Executive Severance and Change in Control Agreement, effective as of May 16, 2024, by and between SPS Commerce, Inc.
+Added: and Kimberly Nelson**
+Added: 8-K 05/16/2024 10.2
10.17 Form of Amended and Restated Executive Severance and Change in Control Agreement**
8-K 02/18/2020 10.2
+Added: SPS COMMERCE, INC.
+Added: Form 10-K for the Annual Period ended December 31, 2024
+Added: Incorporated By Reference
+Added: Exhibit Description Form Date of
10.18 Form of Amendment to Amended and Restated Executive Severance and Change in Control Agreement**
4 unchanged sentences
8-K 07/06/2023 10.2
−Removed: SPS COMMERCE, INC.
−Removed: Form 10-K for the Annual Period ended December 31, 2023
−Removed: Incorporated By Reference
−Removed: Exhibit Description Form Date of
+Added: 10.21 Registration Rights and Lock-Up Agreement, dated July 31, 2024
+Added: 8-K 08/01/2024 10.1
+Added: 10.22 Registration Rights and Lock-Up Agreement, dated January 2, 2025
+Added: 8-K 01/02/2025 99.1
+Added: 10.23 Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan, as amended**
+Added: 10.24 Form of Performance Stock Unit Agreement under 2010 Equity Incentive Plan (for awards beginning in 2025)**
10.25 Non-Employee Director Compensation Summary**
+Added: 19.1 SPS Commerce, Inc.
+Added: Insider Trading Policy**
21.1 Subsidiaries of the registrant
7 unchanged sentences
Required Compensation Recovery Policy, effective October 2, 2023
+Added: 10-K 02/20/2024 97
101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T X
16 unchanged sentences
Kimberly Nelson (principal financial and accounting officer)
−Removed: /s/ ARCHIE BLACK Director
/s/ JAMES RAMSEY Director
9 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.