What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-30 compared with 2025-07-30 · 118 added, 82 removed, 500 unchanged (29% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares) June 30,

(in thousands, except shares) September 30,

2025 December 31,

30 unchanged sentences

Total liabilities 199,740 176,540

Commitments and contingencies

Commitments and contingencies (Note I)

Stockholders' equity

11 unchanged sentences

Retained earnings 403,597 336,099

Accumulated other comprehensive gain (loss) 695 ( 9,683 )

Accumulated other comprehensive loss ( 919 ) ( 9,683 )

Total stockholders’ equity 958,940 854,690

2 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Form 10-Q for the Quarterly Period ended September 30, 2025

SPS COMMERCE, INC.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts) (unaudited) 2025 2024 2025 2024

16 unchanged sentences

Unrealized gain on investments, net of tax of $ — , $ 28 , $ — , and $ 363 , respectively

— 491 — 1,004

Reclassification of gain on investments into earnings, net of tax of $ — , $( 83 ), $ — , and $( 537 ), respectively

10 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Form 10-Q for the Quarterly Period ended September 30, 2025

SPS COMMERCE, INC.

5 unchanged sentences

(in thousands, except shares) (unaudited) Shares Amount Shares Amount

Balances, March 31, 2024 37,049,001 $ 39 2,260,578 $ ( 148,892 ) $ 557,998 $ 277,048 $ ( 3,228 ) $ 682,965

Balances, June 30, 2024 37,086,627 $ 39 2,333,099 $ ( 162,187 ) $ 574,842 $ 295,080 $ ( 4,353 ) $ 703,421

Stock-based compensation — — — — 9,996 — — 9,996

7 unchanged sentences

Reclassification of gain on investments into earnings, net of tax — — — — — — ( 248 ) ( 248 )

Balances, September 30, 2024 37,566,443 $ 39 1,928,968 $ ( 99,748 ) $ 611,719 $ 318,540 $ ( 1,185 ) $ 829,365

Balances, June 30, 2025 37,927,432 $ 40 1,976,655 $ ( 122,096 ) $ 693,113 $ 378,028 $ 695 $ 949,780

Balances, March 31, 2025 38,001,227 $ 40 1,831,869 $ ( 102,096 ) $ 672,138 $ 358,295 $ ( 7,456 ) $ 920,921

Stock-based compensation — — — — 13,632 — — 13,632

2 unchanged sentences

Repurchases of common stock, net of costs ( 259,645 ) — 259,645 ( 30,000 ) — — — ( 30,000 )

Reissuances of treasury stock — — — — — — — —

Net income — — — — — 25,569 — 25,569

Foreign currency translation adjustments — — — — — — ( 1,614 ) ( 1,614 )

Balances, June 30, 2025 37,927,432 $ 40 1,976,655 $ ( 122,096 ) $ 693,113 $ 378,028 $ 695 $ 949,780

Balances, September 30, 2025 37,732,760 $ 40 2,236,300 $ ( 152,096 ) $ 708,318 $ 403,597 $ ( 919 ) $ 958,940

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Form 10-Q for the Quarterly Period ended September 30, 2025

Common Stock Treasury Stock Additional

13 unchanged sentences

Reclassification of gain on investments into earnings, net of tax — — — — — — ( 1,610 ) ( 1,610 )

Balances, June 30, 2024 37,086,627 $ 39 2,333,099 $ ( 162,187 ) $ 574,842 $ 295,080 $ ( 4,353 ) $ 703,421

Balances, September 30, 2024 37,566,443 $ 39 1,928,968 $ ( 99,748 ) $ 611,719 $ 318,540 $ ( 1,185 ) $ 829,365

Balances, December 31, 2024 37,661,308 $ 40 1,928,968 $ ( 99,748 ) $ 627,982 $ 336,099 $ ( 9,683 ) $ 854,690

6 unchanged sentences

Foreign currency translation adjustments — — — — — — 8,764 8,764

Balances, June 30, 2025 37,927,432 $ 40 1,976,655 $ ( 122,096 ) $ 693,113 $ 378,028 $ 695 $ 949,780

Balances, September 30, 2025 37,732,760 $ 40 2,236,300 $ ( 152,096 ) $ 708,318 $ 403,597 $ ( 919 ) $ 958,940

See accompanying notes to these condensed consolidated financial statements.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Form 10-Q for the Quarterly Period ended September 30, 2025

SPS COMMERCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in thousands) (unaudited) 2025 2024

30 unchanged sentences

Effect of foreign currency exchange rate changes 1,441 849

Net increase (decrease) in cash and cash equivalents ( 133,414 ) 21,151

Net decrease in cash and cash equivalents ( 107,292 ) ( 20,239 )

Cash and cash equivalents at beginning of period 241,017 219,081

2 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Form 10-Q for the Quarterly Period ended September 30, 2025

SPS COMMERCE, INC.

21 unchanged sentences

Significant Accounting Policies

There were no material changes in our significant accounting policies, nor were there differences in the basis of our segmentation, during the six months ended June 30, 2025 .

There were no material changes in our significant accounting policies, nor were there differences in the basis of our segmentation, during the nine months ended September 30, 2025 .

See Note A to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended September 30, 2025

Accounting Pronouncements Not Yet Adopted

7 unchanged sentences

2027 We are currently evaluating the adoption on our financial statements and anticipate the impact will result in additional disclosure.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

ASU 2025-05 , Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets

July 2025 This amendment allows for entities to elect a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

(optional) We are currently evaluating the election of the practical expedient on our financial statements and related disclosures.

ASU 2025-06 , Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)

September 2025 This amendment modernizes the accounting for software costs under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software by removing all references to software development project stages.

The amendment requires an entity to begin capitalizing software costs when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

2028 We are currently evaluating the adoption on our financial statements and related disclosures.

NOTE B – Business Acquisitions

9 unchanged sentences

The following unaudited pro forma financial information presents the combined results of SPS and Carbon6 assuming the acquisition was completed as of the beginning of the prior fiscal year, January 1, 2024.

These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined companies would have been, nor are they indicative of future results of operations.

These unaudited pro

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended September 30, 2025

forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined companies would have been, nor are they indicative of future results of operations.

The pro forma results reflect certain adjustments, such as one-time acquisition-related costs, incremental impact for amortization of acquired intangibles, and the elimination of debt extinguishment and interest costs.

The adjustments do not reflect synergies or costs that would have been expected to result from the integration of the acquisition.

Pro forma consolidated revenue and net income for the three and six months ended June 30, 2025 and 2024 are as follows:

Pro forma consolidated revenue and net income for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

12 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Form 10-Q for the Quarterly Period ended September 30, 2025

The following table presents the purchase consideration and estimated fair values of acquired assets and liabilities recorded in the Company's condensed consolidated balance sheet as of the acquisition dates:

20 unchanged sentences

Developed technology 9.0 years 8.0 years

(1) The purchase accounting for the Carbon6 acquisition has not been finalized as of June 30, 2025;

provisional amounts are primarily related to intangible assets, tax components, and correspondingly goodwill.

(1) The purchase accounting for the Carbon6 acquisition has not been finalized as of September 30, 2025;

provisional amounts are primarily related to tax components and correspondingly, goodwill.

We will finalize the allocation of the purchase price within the one-year measurement period following the acquisition.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

7 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Form 10-Q for the Quarterly Period ended September 30, 2025

Revenue by Geographic Area

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

18 unchanged sentences

The table below presents the activity of the portion of the deferred revenue liability relating to set-up fees.

We expect to recognize $ 11.6 million of the balance as of June 30, 2025 as revenue over the next 12 months with the remaining amount recognized thereafter.

We expect to recognize $ 11.1 million of the balance as of September 30, 2025 as revenue over the next 12 months with the remaining amount recognized thereafter.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

8 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Form 10-Q for the Quarterly Period ended September 30, 2025

Deferred Revenue

We recognized revenue of $ 58.4 million and $ 51.6 million in the six months ended June 30, 2025 and 2024, respectively, from amounts included in deferred revenue at the beginning of the period.

We recognized reven ue of $ 68.3 million and $ 61.8 million in the nine months ended September 30, 2025 and 2024, respectively, from amounts included in deferred revenue at the beginning of the period.

NOTE D – Deferred Costs

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

Cash equivalents, as measured at fair value on a recurring basis, consisted of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Fair Value Level Amortized Cost Unrealized Gains (Losses), net Fair Value Amortized Cost Unrealized Gains (Losses), net Fair Value

4 unchanged sentences

The allowance for credit losses activity, included in accounts receivable, net, was as follows:

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024

4 unchanged sentences

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Form 10-Q for the Quarterly Period ended September 30, 2025

NOTE G – Property and Equipment, Net

Property and equipment, net consisted of the following:

(in thousands) June 30, 2025 December 31, 2024

(in thousands) September 30, 2025 December 31, 2024

Internally developed software $ 89,209 $ 73,617

7 unchanged sentences

was as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

International property and equipment 24 % 18 %

1 unchanged sentence

The activity in goodwill was as follows:

(in thousands) Six Months Ended

June 30, 2025

(in thousands) Nine Months Ended

September 30, 2025

Balance, beginning of period $ 399,180

5 unchanged sentences

Intangible assets, net consisted of the following:

June 30, 2025

September 30, 2025

($ in thousands) Gross

5 unchanged sentences

$ 320,061 $ ( 97,678 ) $ 2,879 $ 225,262 6.6 years

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended September 30, 2025

December 31, 2024

6 unchanged sentences

$ 255,255 $ ( 71,543 ) $ ( 2,418 ) $ 181,294 6.9 years

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

The estimated future annual amortization expense related to intangible assets is as follows:

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

3 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Six Months Ended

Nine Months Ended

September 30,

(in thousands) 2025 2024

3 unchanged sentences

Supplemental balance sheet information related to operating leases was as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Weighted-average remaining lease term 1.7 years 2.4 years

Weighted-average discount rate 4.2 % 4.3 %

At June 30, 2025, our future minimum payments under operating leases were as follows:

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended September 30, 2025

At September 30, 2025, our future minimum payments under operating leases were as follows:

(in thousands)

4 unchanged sentences

Total operating lease liabilities $ 9,644

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

In October 2025, we executed the sixth amendment to our lease agreement (the "Amendment") for our current headquarters located in Minneapolis, Minnesota where we lease approximately 198,000 square feet effective October 1, 2025.

The Amendment extends the lease term to end in July 2043.

Minimum lease payments under the Amendment are $ 2.7 million in year 1, $ 2.0 million in years 2-3, $ 5.7 million in years 3-5, and $ 46.1 million thereafter.

Purchase Commitments

We have entered into separate noncancelable agreements with vendors for computing infrastructure, software platforms, and other service arrangements through 2030.

At June 30, 2025, our remaining purchase commitments and estimated purchase timing were as follows:

At September 30, 2025, our remaining purchase commitments and estimated purchase timing were as follows:

(in thousands)

5 unchanged sentences

Our board of directors has authorized multiple non-concurrent programs to repurchase our common stock.

Details of the programs and activity thereunder through June 30, 2025 were as follows:

Details of the programs and activity thereunder through September 30, 2025 were as follows:

(in thousands) Effective Date Expiration Date Share Value Authorized for Repurchase Share Value Repurchased Unused & Expired Share Repurchase Value Share Value Available for Future Repurchase

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except shares and per share amounts) 2025 2024 2025 2024

2 unchanged sentences

Average total cost per repurchased share $ 115.54 $ 184.21 $ 131.30 $ 182.96

On October 29, 2025 (announced October 30, 2025), 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

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended September 30, 2025

to time in the open market or in privately negotiated purchases, or both.

The share repurchase program will become effective December 1, 2025 and expires on December 1, 2027.

Treasury Stock Reissuance

In connection with the acquisition of Carbon6 in the six months ended June 30, 2025 , the Company re-issued treasury shares as part of the purchase consideration (see Note B – Business Combinations for further information).

In connection with the acquisition of SupplyPike and Carbon6 t he Company re-issued treasury shares as part of the purchase consideration (see Note B – Business Combinations for further information).

NOTE K – Stock-Based Compensation

1 unchanged sentence

We also provide an employee stock purchase plan (“ESPP”) and 401(k) match to eligible participants.

At June 30, 2025, there were 11.9 million shares available for grant under approved equity compensation plans.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

At September 30, 2025, there were 11.8 million shares available for grant under approved equity compensation plans.

Stock-based compensation expense was allocated in the condensed consolidated statements of comprehensive income as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

$ 14,453 $ 10,752 $ 43,318 $ 42,264

As of June 30, 2025, there was $ 91.1 million of unrecognized stock-based compensation expense under our equity compensation plans, which is expected to be recognized on a primarily straight-line basis over a weighted average period of 2.5 years.

As of September 30, 2025, there was $ 86.7 million of unrecognized stock-based compensation expense under our equity compensation plans, which is expected to be recognized on a primarily straight-line basis over a weighted average period of 2.4 years.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended September 30, 2025

Stock Options

Our stock option activity was as follows:

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

Options (#) Weighted Average

5 unchanged sentences

Outstanding, end of period 281,913 $ 117.13

Of the total outstanding options at June 30, 2025, 0.2 million were exercisable.

Of the total outstanding options at September 30, 2025, 0.2 million were exercisable.

The outstanding and exercisable options had a weighted average exercise price of $ 100.92 per share and a weighted average remaining contractual life of 2.6 years.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

The weighted average grant date fair value of options granted during the six months ended June 30, 2025 was $ 50.38 per share.

The weighted average grant date fair value of options granted during the nine months ended September 30, 2025 was $ 49.39 per share.

This was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

9 unchanged sentences

Activity for our PSUs, RSUs, RSAs, and DSUs in aggregate was as follows:

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

# Weighted Average Grant

5 unchanged sentences

Outstanding, end of period 845,883 $ 171.36

The number of PSUs, RSUs, RSAs, and DSUs outstanding at June 30, 2025 included less than 0.1 million units that have vested, but the shares of common stock have not yet been issued, pursuant to the terms of the underlying agreements.

The number of PSUs, RSUs, RSAs, and DSUs outstanding at September 30, 2025 included less than 0.1 million units that have vested, but the shares of common stock have not yet been issued, pursuant to the terms of the underlying agreements.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended September 30, 2025

Employee Stock Purchase Plan

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except shares) 2025 2024 2025 2024

1 unchanged sentence

Shares purchased 4,303 2,833 50,282 35,416

A total of 1.6 million shares of common stock are reserved for issuance under the ESPP at June 30, 2025.

A total of 1.6 million shares of common stock are reserved for issuance under the ESPP at September 30, 2025.

The fair value was estimated based on the market price of our common stock at the beginning of the offering period using the following assumptions:

3 unchanged sentences

Risk-free interest rate 4.3 %

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

NOTE L – Income Taxes

5 unchanged sentences

corporate international tax provisions, federal bonus depreciation and deductions for domestic research and development expenditures.

We are currently evaluating the impact of OBBBA on our financial condition and results of operations.

We evaluated the OBBBA and estimated the 2025 impact to be primarily a reduction in cash taxes due to the accelerated deduction of previously capitalized research and experimental expenditures.

In addition, we expect the Foreign Derived Intangible Income (FDII) deduction will be adversely affected.

The remaining provisions of the OBBBA are not expected to have a material impact.

NOTE M – Other Income and Expense

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Realized gain from investments held and foreign currency impact on cash and investments 205 1,077 678 2,636

Other income (expense), net ( 22 ) 7 ( 30 ) ( 44 )

Other expense, net ( 21 ) ( 3 ) ( 51 ) ( 47 )

Total other income, net $ 1,260 $ 3,778 $ 4,240 $ 10,966

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended September 30, 2025

NOTE N – Net Income Per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts) 2025 2024 2025 2024

7 unchanged sentences

Diluted $ 0.67 $ 0.62 $ 1.77 $ 1.57

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

The number of outstanding potential common shares that were excluded from the calculation of diluted net income per share as they were anti-dilutive was as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2025

Form 10-Q for the Quarterly Period ended September 30, 2025

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.

What changed 10-Q

Item 1. Financial Statements