Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Assessment of Disclosure Controls and Procedures
We assessed the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. This assessment was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Disclosure controls and procedures means controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed such that information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on this assessment, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
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• 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; and
• 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our principal executive and financial officers, we assessed our internal control over financial reporting as of December 31, 2025, based on criteria for effective internal control over financial reporting established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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.
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). Our assessment of the effectiveness of internal control over financial reporting as of December 31, 2026 will include Carbon6. 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
The Company is in the process of implementing new enterprise systems for financial and human capital management. 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. 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.
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. 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. 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.
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.
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Item 9B. Other Information
Insider Adoption or Termination of Trading Arrangements
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:
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)
Dan Juckniess Chief Revenue Officer December 5, 2025 January 5, 2026 March 15, 2026 23,960
Jamie Thingelstad Chief Technology Officer November 4, 2025 February 24, 2026 March 31, 2026 7,218
(1) The number of shares is the maximum number of shares to be sold but the actual activity may be lower. Transaction(s) may be contingent upon future events such as performance factors, tax withholding obligations, and/or future market price(s).
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
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item will be included in the 2026 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.
Item 11. Executive Compensation
The information required by this item will be included in the 2026 Proxy Statement under the captions “Executive Compensation,” “Director Compensation,” and “Security Ownership” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be included in the 2026 Proxy Statement under the caption “Security Ownership” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included in the 2026 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.
Item 14. Principal Accountant Fees and Services
The information required by this item will be included in the 2026 Proxy Statement under the caption “Audit Committee Report and Payment of Fees to Our Independent Auditor” and is incorporated herein by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as a part of this Annual Report on Form 10-K:
(a) Financial Statements: The financial statements filed as a part of this report are listed in Part II, Item 8.
(b) Financial Statement Schedules: The schedules are either not applicable or the required information is presented in the consolidated financial statements or notes thereto.
(c) Exhibits: 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.
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EXHIBIT INDEX
Incorporated By Reference
Exhibit
Number
Exhibit Description Form Date of
First
Filing
Exhibit
Number
Filed
Herewith
3.1 Tenth Amended and Restated Certificate of Incorporation
8-K 05/16/2024 3.1
3.2 Amended and Restated Bylaws, effective as of February 17, 2023
10-K 02/21/2023 3.2
4.1 Description of Capital Stock
10-K 02/23/2021 4.1
10.1 2010 Equity Incentive Plan, as amended effective October 29, 2014**
10-K 02/20/2015 10.6
10.2 Form of Incentive Stock Option Agreement under 2010 Equity Incentive Plan**
8-K 02/17/2012 10.2
10.3 Form of Non-Statutory Stock Option Agreement (Employee) under 2010 Equity Incentive Plan**
10-K 02/21/2023 10.3
10.4 Form of Non-Statutory Stock Option Agreement (Director) under 2010 Equity Incentive Plan**
8-K 02/17/2012 10.4
10.5 Form of Restricted Stock Unit Award Agreement (Employee) under 2010 Equity Incentive Plan**
10-K 02/21/2023 10.5
10.6 Form of Restricted Stock Unit Award Agreement (Director) under 2010 Equity Incentive Plan**
10-K 02/19/2025 10.6 X
10.7 Form of Restricted Stock Award Agreement under 2010 Equity Incentive Plan**
10-Q 05/08/2012 10.6
10.8 Form of Performance Stock Unit Agreement under 2010 Equity Incentive Plan**
10-K 02/21/2023 10.7
10.9 Form of Deferred Stock Unit Agreement under 2010 Equity Incentive Plan **
10-K 02/19/2025 10.9 X
10.10 Form of Indemnification Agreement for Independent Directors**
S-1/A 01/11/2010 10.18
10.11 Form of Indemnification Agreement for Archie C. Black**
S-1/A 01/11/2010 10.19
10.12 Management Incentive Plan**
8-K 02/03/2016 10.2
10.13 Amendment to Amended and Restated Executive Severance and Change in Control Agreement, dated as of March 1, 2023, by and between Archie C. Black and SPS Commerce, Inc.**
8-K 03/02/2023 10.1
10.14 Amended and Restated Executive Severance and Change in Control Agreement between the Company and Archie C. Black**
8-K 02/18/2020 10.1
10.15 SPS Commerce, Inc. Executive Management Team Severance Plan**
8-K 05/16/2024 10.1
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. and Kimberly Nelson**
8-K 05/16/2024 10.2
10.17 Offer Letter between Chad Collins and SPS Commerce, Inc., dated as of July 6, 2023**
8-K 07/06/2023 10.1
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Incorporated By Reference
Exhibit
Number
Exhibit Description Form Date of
First
Filing
Exhibit
Number
Filed
Herewith
10.18 Executive Severance and Change in Control Agreement, effective as of October 2,2023, by and between Chad Collins and SPS Commerce, Inc.**
8-K 07/06/2023 10.2
10.19 Registration Rights and Lock-Up Agreement, dated July 31, 2024
8-K 08/01/2024 10.1
10.20 Registration Rights and Lock-Up Agreement, dated January 2, 2025
8-K 01/02/2025 99.1
10.21 Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan, as amended**
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)**
10-K 02/19/2025 10.22
10.23 Non-Employee Director Compensation Summary**
10-K 02/19/2025 10.25 X
10.24 Offer Letter between Joseph Del Preto and SPS Commerce, Inc., dated as of February 10, 2026**
8-K 02/12/2026 10.1
10.25 Cooperation Agreement, dated February 12, 2026, by SPS Commerce, Inc. and Anson Funds Management LP
8-K 02/12/2026 10.1
19.1 SPS Commerce, Inc. Insider Trading Policy**
X
21.1 Subsidiaries of the registrant
X
23.1 Consent of KPMG LLP
X
24.1 Power of Attorney (included on signature page) X
31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended
X
31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended
X
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
X
97.1 SPS Commerce, Inc. Required Compensation Recovery Policy, effective October 2, 2023
10-K 02/20/2024 97
101 Interactive Data Files Pursuant to Rule 405 of Regulation S-T X
104 The cover page from the Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL X
** Indicates management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: February 19, 2026 SPS COMMERCE, INC.
By: /s/ CHADWICK COLLINS
Chadwick Collins
Chief Executive Officer
Each of the undersigned hereby appoints Chadwick Collins and Kimberly Nelson, and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Exchange Act of 1934, any and all amendments and exhibits to this annual report on Form 10-K and any and all applications, instruments, and other documents to be filed with the Securities and Exchange Commission pertaining to this annual report on Form 10-K or any amendments thereto, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 19, 2026.
Name and Signature Title
/s/ CHADWICK COLLINS Chief Executive Officer and Director
Chadwick Collins (principal executive officer)
/s/ KIMBERLY NELSON Executive Vice President and Chief Financial Officer
Kimberly Nelson (principal financial and accounting officer)
/s/ FUNMIBI CHIMA Director
Funmibi Chima
/s/ RAZAT GAURAV Director
Razat Gaurav
/s/ MICHAEL MCCONNELL Director
Michael McConnell
/s/ MARK PARTIN Director
Mark Partin
/s/ MARTY RÉAUME Director
Marty Réaume
/s/ TAMI RELLER Director
Tami Reller
/s/ PHILIP SORAN Director
Philip Soran
/s/ ANNE SEMPOWSKI WARD Director
Anne Sempowski Ward
/s/ SVEN WEHRWEIN Director
Sven Wehrwein
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