What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-30 compared with 2025-10-30 · 99 added, 189 removed, 429 unchanged (40% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares) September 30,

(in thousands, except shares) March 31,

2026 December 31,

49 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

SPS COMMERCE, INC.

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts) (unaudited) 2026 2025

15 unchanged sentences

Foreign currency translation adjustments ( 1,315 ) 2,227

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

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

— ( 248 ) — ( 1,610 )

Total other comprehensive income (expense) ( 1,614 ) 3,168 8,764 ( 1,407 )

Comprehensive income $ 18,414 $ 24,423

7 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

SPS COMMERCE, INC.

2 unchanged sentences

Capital Retained

Earnings Accumulated Other Comprehensive Gain (Loss) Total

Stockholders'

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

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

Shares issued pursuant to stock awards 72,852 — — — 1,884 — — 1,884

Employee stock purchase plan activity 2,833 — — — 453 — — 453

Repurchases of common stock, net of costs ( 456 ) — 456 ( 84 ) — — — ( 84 )

Reissuances of treasury stock 404,587 — ( 404,587 ) 62,523 24,544 — — 87,067

Net income — — — — — 23,460 — 23,460

Foreign currency translation adjustments — — — — — — 3,332 3,332

Unrealized gain on investments, net of tax — — — — — — 84 84

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

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

Shares issued pursuant to stock awards 60,670 — — — 1,075 — — 1,075

Employee stock purchase plan activity 4,303 — — — 498 — — 498

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

Net income — — — — — 25,569 — 25,569

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

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 September 30, 2025

Common Stock Treasury Stock Additional

Capital Retained

Earnings Accumulated Other Comprehensive Gain (Loss) Total

Earnings Accumulated Other Comprehensive Loss Total

Stockholders'

8 unchanged sentences

Foreign currency translation adjustments — — — — — — 2,227 2,227

Unrealized gain on investments, net of tax — — — — — — 1,089 1,089

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

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

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

Balances, December 31, 2025 37,517,239 $ 40 2,531,171 $ ( 177,949 ) $ 722,737 $ 429,438 $ ( 373 ) $ 973,893

2 unchanged sentences

Employee stock purchase plan activity 6,795 — — — 520 — — 520

Shares withheld for net share settlement ( 3,384 ) — 3,384 ( 319 ) — — — ( 319 )

Repurchases of common stock, net of costs ( 757,721 ) — 757,721 ( 48,635 ) — — — ( 48,635 )

Reissuances of treasury stock 378,100 — ( 378,100 ) 37,652 29,942 — — 67,594

Net income — — — — — 19,729 — 19,729

Foreign currency translation adjustments — — — — — — ( 1,315 ) ( 1,315 )

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.

Balances, March 31, 2026 36,948,282 $ 40 3,292,276 $ ( 226,903 ) $ 741,544 $ 449,167 $ ( 1,688 ) $ 962,160

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

SPS COMMERCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in thousands) (unaudited) 2026 2025

20 unchanged sentences

Purchases of property and equipment ( 7,140 ) ( 6,150 )

Purchases of investments — ( 85,759 )

Maturities of investments — 136,765

Acquisition of business, net — ( 141,636 )

6 unchanged sentences

Effect of foreign currency exchange rate changes 288 661

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

Net increase (decrease) in cash and cash equivalents 2,916 ( 146,096 )

Cash and cash equivalents at beginning of period 151,355 241,017

2 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

SPS COMMERCE, INC.

2 unchanged sentences

Business Description

SPS Commerce is transforming how our global retail supply chain co-operates by creating a more dynamic, interconnected community where players can more freely connect, collaborate, and prosper together.

Our comprehensive suite of cloud-based products and solutions lead the industry in establishing and maintaining stronger collaboration between retailers, grocers, distributors, suppliers, manufacturers, and logistics firms around the globe.

Our products enable customers to enhance how they operate:

both within their organizations and with their trading partners, with reduced operational costs and stronger supply chain performance;

with order and supply chain visibility, sell-through data, and optimized inventory management, and;

through the limitless access to connect and grow with the world’s largest retail network of trading partners that only SPS Commerce can offer.

SPS Commerce is a global supply chain network that connects retailers, brands, distributors, manufacturers, and logistics providers through shared infrastructure built to handle the complexity of modern commerce operations.

Our network enables companies to connect once and immediately transact with thousands of trading partners without negotiating standards, building integrations, or maintaining compliance logic.

Our network powers our portfolio of solutions that orchestrate the critical processes, protocols, and data exchanges needed to get the right product, in the right place, at the right time, every time.

We have embedded deep expertise, proven processes, and compliance logic built from over 20 years of commerce intelligence into every connection, delivering a full-service experience that empowers partners to move forward faster, together.

Basis of Presentation

11 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 nine months ended September 30, 2025 .

There were no material changes in our significant accounting policies, nor were there differences in the basis of our segmentation, during the three months ended March 31, 2026 .

See Note A to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

Accounting Pronouncements Recently Adopted

Standard Date of Issuance Description Date of Adoption

Effect on the Financial Statements

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.

2026 Upon adoption, the Company elected not to apply the current conditions practical expedient.

The adoption did not have a material impact on our financial statements and related disclosures.

Accounting Pronouncements Not Yet Adopted

Standard Date of Issuance Description Year of Required Adoption Effect on the Financial Statements

ASU 2023-09 , Income Taxes (Topic 740) - Improvements to Income Tax Disclosures

December 2023 This amendment requires that an entity disclose specific categories in the effective tax rate reconciliation table as well as provide disclosure of disaggregated information related to income tax expense, income before income taxes, and income taxes paid.

2025 The adoption will result in additional disclosure in our Annual Report on

Form 10-K for the year ending December 31, 2025.

ASU 2024-03 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)

1 unchanged sentence

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

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

Measurement of Credit Losses for Accounts Receivable and Contract Assets

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)

2 unchanged sentences

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

ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvement

December 2025 The amendments in this update result in a comprehensive list of interim disclosures that are required by GAAP.

The objective of the amendments is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements.

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

NOTE B – Business Acquisitions

6 unchanged sentences

The shares were issued from SPS treasury shares.

The purchase accounting for the acquisition is final.

The goodwill associated with the acquisition is not deductible for income tax purposes.

Unaudited Pro Forma Financial Information

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

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 nine months ended September 30, 2025 and 2024 are as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

Revenue $ 189,904 $ 175,247 $ 563,034 $ 497,303

Net income 25,569 22,489 67,085 52,693

SupplyPike, Inc.

Effective July 31, 2024, we acquired SupplyPike, Inc.

("SupplyPike"), an automated invoice deduction management and prevention solution, through the purchase of all of the outstanding equity ownership interests of SupplyPike.

Pursuant to the definitive agreement and plan of merger, the total consideration transferred at close was $ 205.8 million, net of cash acquired.

The consideration was comprised of $ 118.6 million paid in cash, net of cash acquired, and 404,587 shares of SPS common stock (valued at $ 87.2 million, determined at acquisition close based on the price of SPS common stock).

The shares were issued from SPS treasury shares.

The goodwill associated with the acquisition is not deductible for income tax purposes.

Form 10-Q for the Quarterly Period ended March 31, 2026

Unaudited pro forma information has not been disclosed for the Carbon6 acquisition as it was not considered material to our condensed consolidated financial statements.

Purchase Price Allocations

We accounted for the acquisitions as a business combination.

We allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition dates.

SPS COMMERCE, INC.

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:

We accounted for the acquisition as a business combination.

We allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

(in thousands) Carbon6

SupplyPike (2)

Cash paid $ 144,855

2 unchanged sentences

Estimated fair value of assets and liabilities acquired:

Cash $ 2,306 $ 6,118

Accounts receivable 5,868

9 unchanged sentences

The following table summarizes the estimated useful lives for each acquired intangible asset:

SupplyPike (2)

Customer relationships 8.0 years 9.0 years

Developed technology 9.0 years 8.0 years

(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.

(2) The purchase accounting for the SupplyPike acquisition is finalized.

Customer relationships 8.0 years

Developed technology 9.0 years

NOTE C – Revenue

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

7 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

Revenue by Geographic Area

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Domestic revenue 83 % 85 %

2 unchanged sentences

Recurring Revenues

We define recurring revenue as active contracts during the reporting period to regularly pay us fees for subscription-based and reoccurring services.

We define recurring revenue as active contracts during the reporting period under which the customer regularly pays us fees for subscription-based and reoccurring services.

All components of the contracts that are not expected to recur (primarily set-ups and professional services) are excluded from recurring revenue.

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

We expect to recognize $ 10.5 million of the balance as of March 31, 2026 as revenue over the next 12 months with the remaining amount recognized thereafter.

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

5 unchanged sentences

Miscellaneous one-time fees primarily consist of professional services and testing and certification.

The contract period for these one-time fees is for one year or less and recognized at the time service is provided.

The contract period for these one-time fees is one year or less and recognized at the time service is provided.

We have applied the optional exemption to not disclose information about the remaining performance obligations for miscellaneous one-time fee contracts since they have original durations of one year or less.

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

Deferred Revenue

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.

We recognized reven ue of $ 43.6 million and $ 42.8 million in the three months ended March 31, 2026 and 2025, respectively, from amounts included in deferred revenue at the beginning of the period.

NOTE D – Deferred Costs

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

5 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

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:

Nine Months Ended

September 30,

Three Months Ended

(in thousands) 2026 2025

4 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

NOTE G – Property and Equipment, Net

Property and equipment, net consisted of the following:

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

(in thousands) March 31,

2026 December 31, 2025

Internally developed software $ 100,277 $ 94,859

7 unchanged sentences

was as follows:

September 30, 2025 December 31, 2024

2026 December 31, 2025

International property and equipment 27 % 26 %

1 unchanged sentence

The activity in goodwill was as follows:

(in thousands) Nine Months Ended

September 30, 2025

(in thousands) Three Months Ended

March 31, 2026

Balance, beginning of period $ 541,719

Addition from business acquisitions 129,566

Foreign currency translation ( 883 )

Remeasurement from provisional purchase accounting amount and other 8,499

Balance, end of period $ 540,836

1 unchanged sentence

Intangible assets, net consisted of the following:

September 30, 2025

March 31, 2026

($ in thousands) Gross

5 unchanged sentences

$ 324,610 $ ( 118,114 ) $ ( 427 ) $ 206,069 6.2 years

SPS COMMERCE, INC.

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

December 31, 2025

6 unchanged sentences

$ 320,050 $ ( 107,248 ) $ 3,013 $ 215,815 6.4 years

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2026

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

4 unchanged sentences

NOTE I – Commitments and Contingencies

Effective October 1, 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.

The Amendment extends the lease term to end in July 2043 and provides approximately $ 33 million of lease incentives, which were included in the initial measurement of the operating lease right-of-use asset.

The Company expects to utilize approximately $ 18 million of these lease incentives during the year ending December 31, 2027, with the remaining balance to be utilized thereafter.

The components of lease expense were as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

3 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Nine Months Ended

September 30,

Three Months Ended

(in thousands) 2026 2025

3 unchanged sentences

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

September 30, 2025 December 31, 2024

2026 December 31, 2025

Weighted-average remaining lease term 11.7 years 11.0 years

1 unchanged sentence

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:

Form 10-Q for the Quarterly Period ended March 31, 2026

Future minimum lease payments under operating leases are presented net of lease incentives deemed payable at lease commencement.

At March 31, 2026, our future minimum payments under operating leases were as follows:

(in thousands)

Remainder of 2026 3,372

2027 ( 16,648 )

Thereafter 30,161

2 unchanged sentences

Total operating lease liabilities $ 6,618

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

We have entered into separate noncancelable agreements with computing infrastructure, productivity software, customer relationship management, and performance and security data analytics vendors for services through 2030.

At March 31, 2026, our remaining purchase commitments and estimated purchase timing were as follows:

(in thousands)

Remainder of 2026 6,368

Thereafter 4,137

Total estimated future purchases $ 13,502

2 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 September 30, 2025 were as follows:

On February 10, 2026 (announced February 12, 2026), our Board of Directors approved an additional $ 200.0 million in repurchase authority under our previously announced share repurchase program ("2025 Program") that was approved on October 29, 2025 to repurchase up to $ 100.0 million of our common stock, excluding costs to obtain, for a total authorized repurchase amount of $ 300.0 million.

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 December 1, 2025 and expires on December 1, 2027.

Details of the programs and activity thereunder through March 31, 2026 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

2024 Program August 2024 July 2026 100,000 99,990 $ 10 N/A

2024 Program August 2024 July 2026 100,000 89,986 N/A $ 10,014

2025 Program December 2025 December 2027 300,000 63,620 N/A $ 236,380

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended March 31, 2026

Share repurchases are accounted for as the trade date occurs and are reflected in the condensed consolidated financial statements net of the costs incurred to acquire the shares.

Share repurchases that have not yet settled in cash are included in accounts payable in the condensed consolidated balance sheet.

The share repurchase activity by period was as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except shares and per share amounts) 2026 2025

2 unchanged sentences

Average total cost per repurchased share $ 64.19 $ 142.35

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 SupplyPike and Carbon6 t he 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 Carbon6 t he Company re-issued treasury shares as part of the purchase consideration (see Note B – Business Acquisitions 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 September 30, 2025, there were 11.8 million shares available for grant under approved equity compensation plans.

At March 31, 2026, there were 10.8 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

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

2 unchanged sentences

RSUs & DSUs 11,426 8,633

RSAs — 112 113 329

ESPP 870 800 2,489 2,323

401(k) stock match 797 729

$ 18,073 $ 13,867

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.

As of March 31, 2026, there was $ 117.0 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 2.7 years.

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

Stock Options

Our stock option activity was as follows:

Nine Months Ended

September 30, 2025

Three Months Ended

March 31, 2026

Options (#) Weighted Average

5 unchanged sentences

Outstanding, end of period 369,086 $ 102.65

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

Of the total outstanding options at March 31, 2026, 0.2 million were exercisable.

The outstanding and exercisable options had a weighted average exercise price of $ 117.31 per share and a weighted average remaining contractual life of 2.8 years.

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

The weighted average grant date fair value of options granted during the three months ended March 31, 2026, was $ 20.76 per share.

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

7 unchanged sentences

Earned awards vest in the quarter following the conclusion of the performance period.

In the three months ended March 31, 2025, PSU awards granted in 2022 vested at the maximum performance level and 0.1 million shares of common stock were issued.

During the three months ended March 31, 2026, PSU awards granted in 2023 vested without achievement of the minimum threshold of performance level and therefore no shares of common stock were issued.

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

Nine Months Ended

September 30, 2025

Three Months Ended

March 31, 2026

# Weighted Average Grant

5 unchanged sentences

Outstanding, end of period 1,451,648 $ 103.11

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.

The number of PSUs, RSUs, RSAs, and DSUs outstanding at March 31, 2026 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

Form 10-Q for the Quarterly Period ended March 31, 2026

Employee Stock Purchase Plan

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except shares) 2026 2025

1 unchanged sentence

Shares purchased 6,795 2,630

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

A total of 1.5 million shares of common stock are reserved for issuance under the ESPP at March 31, 2026.

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:

5 unchanged sentences

We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjust the provision for discrete tax items recorded in the period.

Our provisions for income taxes includes current federal, state, and foreign income tax expense, as well as deferred tax expense.

Differences between our effective tax rate and statutory tax rates are primarily due to the impact of permanently non-deductible expenses partially offset by the federal research and development credits and tax benefits associated with foreign-derived intangible income.

Our provision for income taxes includes current federal, state, and foreign income tax expense, as well as deferred tax expense.

Additionally, excess tax benefits generated upon settlement or exercise of stock awards are recognized as a reduction to income tax expense as a discrete tax item in the quarter that the event occurs, creating potentially significant fluctuation in tax expense by quarter and by year.

1 unchanged sentence

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

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.

We evaluated the OBBBA and estimate the 2026 impact to be primarily a reduction in cash taxes due to the accelerated deduction of previously capitalized research and experimental expenditures.

We continue to monitor the impact of state conformity legislation.

The remaining provision of the OBBBA is not expected to have a material impact.

NOTE M – Other Income and Expense

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

Investment income $ 1,151 $ 1,849

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

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

Realized gain from investments and foreign currency transactions 120 366

Other income (expense), net 134 ( 8 )

Total other income, net $ 1,405 $ 2,207

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

NOTE N – Net Income Per Share

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts) 2026 2025

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2026 2025

1 unchanged sentence

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended March 31, 2026

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