Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Equity Securities
On February 4, 2025, we issued 378,100 shares of our common stock to the sellers of Carbon6 as partial consideration for the acquisition. The issuance of these shares of common stock was exempt from registration under the Securities Act of 1933 ("Securities Act") pursuant to Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
(c) Share Repurchases
Period Total Number
of Shares
Purchased Average Price
Paid per Share Total Number
of Shares
Purchased as
Part of Publicly
Announced
Program (1)
Approximate
Dollar Value of
Shares that
May Yet be
Purchased
Under the
Program (1)
January 1 - 31, 2025 — $ — — $ 100,000,000
February 1 - 28, 2025 243,556 143.68 243,556 65,005,000
March 1 - 31, 2025 37,445 133.50 37,445 60,006,000
Total 281,001 $ 142.33 281,001 $ 60,006,000
For more information regarding our share repurchase programs, refer to Note J to our condensed consolidated financial statements, included in Part I of this Quarterly Report on Form 10-Q.
(1) On July 23, 2024 (announced July 25, 2024), our board of directors authorized a program to repurchase up to $100.0 million of our common stock, excluding costs to obtain. Under the program, purchases may be made from time to time in the open market or in privately negotiated purchases, or both. The share repurchase program became effective August 23, 2024 and expires on July 24, 2026.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures
Not Applicable.
SPS COMMERCE, INC.
28
Form 10-Q for the Quarterly Period ended March 31, 2025
Table of Contents
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