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Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the SEC that advise interested parties of the risks and factors that may affect our business.
−Removed: 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.
−Removed: 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.
−Removed: Our products enable customers to enhance how they operate:
−Removed: both within their organizations and with their trading partners, with reduced operational costs and stronger supply chain performance;
−Removed: with order and supply chain visibility, sell-through data, and optimized inventory management, and;
−Removed: through the limitless access to connect and grow with the world’s largest retail network of trading partners that only SPS Commerce can offer.
+Added: 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.
+Added: Our network enables companies to connect once and immediately transact with thousands of trading partners without negotiating standards, building integrations, or maintaining compliance logic.
+Added: 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.
+Added: 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.
We plan to continue to grow our business by further penetrating the supply chain management market, increasing revenues from our customers as their businesses grow, expanding our distribution channels, expanding our international presence and, from time to time, developing new products and applications.
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We have several key financial terms, metrics, and non-GAAP measures as discussed in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, under the heading “ Management’s Discussion and Analysis of Financial Condition and Results of Operations.
−Removed: Recurring Revenue - We define recurring revenue as active contracts during the reporting period to regularly pay us fees for subscription-based and reoccurring services.
+Added: Recurring Revenue - 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.
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We classify the majority of our recurring revenue customers as '1P', with the exception of those recurring revenue customers that only have an online marketplace or e-Commerce connection within our network (which we refer to as '3P').
−Removed: Annual Revenue Per User ("ARPU") - We calculate the annualized average recurring revenues per recurring revenue customer, which was previously referred to as “wallet share”, by dividing the annualized recurring revenues for the period by the average of the beginning and ending number of recurring revenue customers for the period.
SPS COMMERCE, INC.
−Removed: Form 10-Q for the Quarterly Period ended September 30, 2025
+Added: Form 10-Q for the Quarterly Period ended March 31, 2026
+Added: Annual Revenue Per User ("ARPU") - We calculate the annualized average recurring revenues per recurring revenue customer, by dividing the annualized recurring revenues for the period by the average of the beginning and ending number of recurring revenue customers for the period.
Non-GAAP Financial Measures - To supplement our condensed consolidated financial statements, we provide investors with Adjusted EBITDA, Adjusted EBITDA Margin, and non-GAAP income per share, all of which are non-GAAP financial measures.
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Investors should review the reconciliations of non-GAAP financial measures to the comparable GAAP financial measures that are included in this “ Management’s Discussion and Analysis of Financial Condition and Results of Operations.
−Removed: SPS COMMERCE, INC.
−Removed: Form 10-Q for the Quarterly Period ended September 30, 2025
Critical Accounting Policies and Estimates
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Accordingly, we believe that our policies for revenue recognition, internally developed software, and business combinations are the most critical to fully understand and evaluate our financial condition and results of operations.
−Removed: During the nine months ended September 30, 2025, there were no changes in our critical accounting policies or estimates.
+Added: During the three months ended March 31, 2026, there were no changes in our critical accounting policies or estimates.
For additional information regarding our critical accounting policies and estimates, see the discussion under "Critical Accounting Policies and Estimates" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.
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Sources of Liquidity
−Removed: As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents of $133.7 million and net accounts receivable of $67.4 million.
+Added: As of March 31, 2026, our principal sources of liquidity were cash and cash equivalents of $154.3 million and net accounts receivable of $65.1 million.
+Added: SPS COMMERCE, INC.
+Added: Form 10-Q for the Quarterly Period ended March 31, 2026
Statements of Cash Flows Summary
The summary of activity within the condensed consolidated statements of cash flows was as follows:
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
(in thousands) 2026 2025
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Operating Activities
−Removed: The increase in cash provided by operating activities from the nine months ended September 30, 2024 to the nine months ended September 30, 2025 was primarily due to an increase in net income as adjusted for non-cash expenses, of $ 46.0 million, driven by continued growth in revenue, partially offset by cash paid for expenses to operate the growing business.
−Removed: Additionally, fluctuations in operating assets and liabilities resulted in a decrease of $29.9 million in cash provided by operating activities.
+Added: The increase in cash provided by operating activities from the three months ended March 31, 2025 to the three months ended March 31, 2026 was primarily due to an increase in net income, as adjusted, for non-cash expenses of $8.2 million.
+Added: Additionally, fluctuations in operating assets and liabilities resulted in an increase of $7.4 million driven by changes in the amount and timing of settlements.
Investing Activities
−Removed: The increase in cash used in investing activities from the nine months ended September 30, 2024 to the nine months ended September 30, 2025 was primarily due to a net cash inflow of $ 51.0 million from the maturities and purchases of investments during the nine months ended September 30, 2024.
+Added: The decrease in cash used in investing activities from the three months ended March 31, 2025 to the three months ended March 31, 2026 was primarily due to cash used in the prior year to acquire a business of $141.6 million.
Financing Activities
−Removed: The increase in cash used in financing activities from the nine months ended September 30, 2024 to the nine months ended September 30, 2025 was primarily due to an increase in cash used for share repurchases of $ 52.0 million year-over-year to continue to deliver shareholder value.
−Removed: SPS COMMERCE, INC.
−Removed: Form 10-Q for the Quarterly Period ended September 30, 2025
+Added: The increase in cash used in financing activities from the three months ended March 31, 2025 to the three months ended March 31, 2026 was primarily due to an increase in cash used for share repurchases of $ 7.1 million year-over-year to continue to deliver shareholder value.
Contractual and Commercial Commitment Summary
−Removed: Our contractual obligations and commercial commitments as o f September 30, 2025 are summarized below:
+Added: Our contractual obligations and commercial commitments as o f March 31, 2026 are summarized below:
Payments Due by Period
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5 Years Total
−Removed: Operating lease obligations, including imputed interest $ 6,226 $ 3,604 $ 153 $ 34 $ 10,017
+Added: Operating lease obligations (1)
+Added: $ (9,361) $ (1,853) $ 5,825 $ 29,419 $ 24,030
Purchase commitments 8,000 5,416 86 — 13,502
Total $ (1,361) $ 3,563 $ 5,911 $ 29,419 $ 37,532
−Removed: In October 2025, we executed the sixth amendment to our lease agreement for our current headquarters located in Minneapolis, Minnesota where we lease approximately 198,000 square feet, effective October 1, 2025.
−Removed: For more information, refer to Note I to our condensed consolidated financial statements, included in Part I of this Quarterly Report on Form 10-Q.
+Added: (1) Operating lease obligations include imputed interest and are presented net of lease incentives deemed payable at lease commencement.
+Added: We expect to utilize approximately $18 million of the available lease incentives under the sixth amendment to our current headquarters lease during the year ending December 31, 2027, with the approximately remaining $15 million to be utilized thereafter.
+Added: SPS COMMERCE, INC.
+Added: Form 10-Q for the Quarterly Period ended March 31, 2026
Future Capital Requirements
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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.