10 unchanged sentences
• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
+Added: SPS COMMERCE, INC.
+Added: Form 10-K for the Annual Period ended December 31, 2025
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
4 unchanged sentences
Based on this assessment, management concluded that we maintained effective internal control over financial reporting as of December 31, 2025 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, the scope of the assessment of our internal control over financial reporting as of December 31, 2024 excluded SupplyPike (acquired in July 2024).
−Removed: Our assessment of the effectiveness of internal control over financial reporting as of December 31, 2025 will include SupplyPike.
−Removed: 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.
+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, 2025 excluded Carbon6 (acquired in February 2025).
+Added: Our assessment of the effectiveness of internal control over financial reporting as of December 31, 2026 will include Carbon6.
+Added: Excluding net intangible assets and goodwill, Carbon6 represented less than 5% of our consolidated assets as of December 31, 2025 and approximately 5% of our consolidated revenues for the year ended December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 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 quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: The Company is in the process of implementing new enterprise systems for financial and human capital management.
+Added: During the fourth quarter of 2025, we implemented a new enterprise system to replace legacy systems that were used for certain financial processes, including accounts payable, general accounting, and financial reporting.
+Added: In connection with this implementation, we modified certain existing internal controls over financial reporting and implemented new internal controls and procedures related to the new system, which resulted in a material change to our internal control over financial reporting.
+Added: In addition, during December 2025, we implemented new enterprise systems to replace certain legacy systems that were used for human capital management and payroll operations.
+Added: The related changes to business processes and internal controls over financial reporting were limited during the quarter and did not materially affect our internal control over financial reporting.
+Added: We expect that the continued integration of these systems, including the modification and implementation of related internal controls and procedures, will result in a material change to internal control over financial reporting during the first quarter of 2026.
+Added: Except as described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
SPS COMMERCE, INC.
2 unchanged sentences
Insider Adoption or Termination of Trading Arrangements
−Removed: During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
+Added: During the three months ended December 31, 2025, the following 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 of Rule 10b5-1(c) of the Exchange Act:
+Added: Name Title Adoption Date Earliest Sale Date Expiration or Termination Date Aggregate Number of Shares of the Company's Common Stock to be Sold (1)
+Added: Dan Juckniess Chief Revenue Officer December 5, 2025 January 5, 2026 March 15, 2026 23,960
+Added: Jamie Thingelstad Chief Technology Officer November 4, 2025 February 24, 2026 March 31, 2026 7,218
+Added: (1) The number of shares is the maximum number of shares to be sold but the actual activity may be lower.
+Added: Transaction(s) may be contingent upon future events such as performance factors, tax withholding obligations, and/or future market price(s).
+Added: 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 December 31, 2025
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
42 unchanged sentences
10.6 Form of Restricted Stock Unit Award Agreement (Director) under 2010 Equity Incentive Plan**
+Added: 10-K 02/19/2025 10.6 X
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 **
+Added: 10-K 02/19/2025 10.9 X
10.10 Form of Indemnification Agreement for Independent Directors**
15 unchanged sentences
8-K 05/16/2024 10.2
−Removed: 10.17 Form of Amended and Restated Executive Severance and Change in Control Agreement**
+Added: 10.17 Offer Letter between Chad Collins and SPS Commerce, Inc., dated as of July 6, 2023**
8-K 07/06/2023 10.1
3 unchanged sentences
Exhibit Description Form Date of
−Removed: 10.18 Form of Amendment to Amended and Restated Executive Severance and Change in Control Agreement**
−Removed: 8-K 03/02/2023 10.3
−Removed: 10.19 Offer Letter between Chad Collins and SPS Commerce, Inc., dated as of July 6, 2023**
−Removed: 8-K 07/06/2023 10.1
10.18 Executive Severance and Change in Control Agreement, effective as of October 2,2023, by and between Chad Collins and SPS Commerce, Inc.**
5 unchanged sentences
10.21 Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan, as amended**
+Added: 10-K 02/19/2025 10.21
10.22 Form of Performance Stock Unit Agreement under 2010 Equity Incentive Plan (for awards beginning in 2025)**
+Added: 10-K 02/19/2025 10.22
10.23 Non-Employee Director Compensation Summary**
+Added: 10-K 02/19/2025 10.25 X
+Added: 10.24 Offer Letter between Joseph Del Preto and SPS Commerce, Inc., dated as of February 10, 2026**
+Added: 8-K 02/12/2026 10.1
+Added: 10.25 Cooperation Agreement, dated February 12, 2026, by SPS Commerce, Inc.
+Added: and Anson Funds Management LP
+Added: 8-K 02/12/2026 10.1
19.1 SPS Commerce, Inc.
28 unchanged sentences
Kimberly Nelson (principal financial and accounting officer)
−Removed: /s/ JAMES RAMSEY Director
+Added: /s/ FUNMIBI CHIMA Director
+Added: Funmibi Chima
+Added: /s/ RAZAT GAURAV Director
+Added: /s/ MICHAEL MCCONNELL Director
+Added: Michael McConnell
+Added: /s/ MARK PARTIN Director
/s/ MARTY RÉAUME Director
8 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.