What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-04-30 · 108 added, 54 removed, 474 unchanged (25% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except shares) March 31,

(in thousands, except shares) June 30,

2026 December 31,

49 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended June 30, 2026

SPS COMMERCE, INC.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

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

7 unchanged sentences

Amortization of intangible assets 9,381 9,509 18,701 18,097

Loss on sale of business 23,454 — 23,454 —

Total operating expenses 130,374 101,104 238,719 199,783

15 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended June 30, 2026

SPS COMMERCE, INC.

2 unchanged sentences

Capital Retained

Earnings Accumulated Other Comprehensive Loss Total

Earnings Accumulated Other Comprehensive Gain (Loss) Total

Stockholders'

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

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

Stock-based compensation — — — — 14,219 — — 14,219

Shares issued pursuant to stock awards 27,642 — — — 1,741 — — 1,741

Employee stock purchase plan activity 43,349 — — — 5,015 — — 5,015

Repurchases of common stock, net of costs ( 144,786 ) — 144,786 ( 20,000 ) — — — ( 20,000 )

Net income — — — — — 19,733 — 19,733

Foreign currency translation adjustments — — — — — — 8,151 8,151

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

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

Stock-based compensation — — — — 17,886 — — 17,886

Shares issued pursuant to stock awards 73,768 — — — 123 — — 123

Employee stock purchase plan activity 78,293 — — — 3,801 — — 3,801

Repurchases of common stock, net of costs ( 905,815 ) — 905,815 ( 50,019 ) — — — ( 50,019 )

Net income — — — — — 6,864 — 6,864

Foreign currency translation adjustments — — — — — — ( 2,333 ) ( 2,333 )

Balances, June 30, 2026 36,194,528 $ 40 4,198,091 $ ( 276,922 ) $ 763,354 $ 456,031 $ ( 4,021 ) $ 938,482

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2026

Common Stock Treasury Stock Additional

Capital Retained

Earnings Accumulated Other Comprehensive Gain (Loss) Total

Stockholders'

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

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 — — — — — — 10,378 10,378

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

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

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

6 unchanged sentences

Foreign currency translation adjustments — — — — — — ( 3,648 ) ( 3,648 )

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

Balances, June 30, 2026 36,194,528 $ 40 4,198,091 $ ( 276,922 ) $ 763,354 $ 456,031 $ ( 4,021 ) $ 938,482

See accompanying notes to these condensed consolidated financial statements.

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended June 30, 2026

SPS COMMERCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in thousands) (unaudited) 2026 2025

7 unchanged sentences

Stock-based compensation 36,769 28,865

Loss on sale of business 23,454 —

Other, net ( 1,445 ) 274

11 unchanged sentences

Purchases of property and equipment ( 15,738 ) ( 12,815 )

Proceeds from sale, net 8,768 —

Acquisition of business, net — ( 142,628 )

11 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended June 30, 2026

SPS COMMERCE, INC.

2 unchanged sentences

Business Description

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.

SPS Commerce is the leading intelligent 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.

8 unchanged sentences

Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”).

We have included all normal recurring adjustments considered necessary to provide a fair presentation of our financial position, results of operations, stockholders’ equity, and cash flows for the interim periods presented.

We have included all normal recurring adjustments which are, in the opinion of management, considered necessary to provide a fair presentation of our financial position, results of operations, stockholders’ equity, and cash flows for the interim periods presented.

Operating results for these interim periods are not necessarily indicative of the results to be expected for the full year.

3 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 three months ended March 31, 2026 .

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, 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 March 31, 2026

Form 10-Q for the Quarterly Period ended June 30, 2026

Accounting Pronouncements Recently Adopted

Standard Date of Issuance Description Date of Adoption

Effect on the Financial Statements

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

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

18 unchanged sentences

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

NOTE B – Business Acquisitions

ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818)

May 2026 This standard establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and environmental credit obligations.

2028 We are currently evaluating the adoption, but do not expect a material impact on our financial statements and related disclosures.

SPS COMMERCE, INC.

Form 10-Q for the Quarterly Period ended June 30, 2026

NOTE B – Business Acquisitions and Other Transactions

Divestiture of 3P Revenue Recovery Business

On June 30, 2026, we completed our sale of the third-party ("3P") portion of the revenue recovery business and received $ 8.8 million in cash, net of cash transferred .

The transaction enables us to focus on first-party ("1P") suppliers whose retail trading relationships are better aligned with our core solutions.

The assets and liabilities transferred in the transaction primarily consisted of intangible assets as well as goodwill and working capital balances associated with the divested business.

The divested business represented an immaterial portion of our consolidated operations and financial position.

In connection with the sale, we recognized a loss of approximately $ 23.5 million, which is included in operating income in the accompanying condensed consolidated statements of comprehensive income.

The transaction did not qualify for discontinued operations presentation and does not represent a strategic shift nor is it expected to have a material impact on the Company's future consolidated results of operations, financial position, or cash flows.

Carbon6 Technologies, Inc.

On December 30, 2024, we entered into a definitive agreement to acquire all of the outstanding equity ownership interests of Carbon6 Technologies, Inc.

("Carbon6"), a provider of software tools to Amazon sellers, including specialized offerings for revenue recovery for both first-party ("1P") and third-party ("3P") suppliers.

("Carbon6"), a provider of software tools to Amazon sellers, including specialized offerings for revenue recovery for both 1P and 3P suppliers.

The acquisition became effective on February 4, 2025 ("Close").

5 unchanged sentences

SPS COMMERCE, INC.

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.

Form 10-Q for the Quarterly Period ended June 30, 2026

Purchase Price Allocations

24 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

7 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended June 30, 2026

Revenue by Geographic Area

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Domestic revenue 83 % 85 % 83 % 85 %

17 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 $ 10.5 million of the balance as of March 31, 2026 as revenue over the next 12 months with the remaining amount recognized thereafter.

We expect to recognize $ 10.6 million of the balance as of June 30, 2026 as revenue over the next 12 months with the remaining amount recognized thereafter.

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

8 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended June 30, 2026

Deferred Revenue

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.

We recognized reven ue of $ 59.6 million and $ 58.4 million in the six months ended June 30, 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

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

5 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 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:

Three Months Ended

Six Months Ended

(in thousands) 2026 2025

4 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended June 30, 2026

NOTE G – Property and Equipment, Net

Property and equipment, net consisted of the following:

(in thousands) March 31,

(in thousands) June 30,

2026 December 31, 2025

12 unchanged sentences

The activity in goodwill was as follows:

(in thousands) Three Months Ended

March 31, 2026

(in thousands) Six Months Ended

June 30, 2026

Balance, beginning of period $ 541,719

Foreign currency translation ( 883 )

Disposition due to divestiture ( 2,344 )

Foreign currency translation and other 36

Balance, end of period $ 539,411

1 unchanged sentence

Intangible assets, net consisted of the following:

March 31, 2026

June 30, 2026

($ in thousands) Gross

14 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended June 30, 2026

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

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

3 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Three Months Ended

Six Months Ended

(in thousands) 2026 2025

7 unchanged sentences

SPS COMMERCE, INC.

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

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

At June 30, 2026, our future minimum payments under operating leases were as follows:

(in thousands)

7 unchanged sentences

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:

At June 30, 2026, our remaining purchase commitments and estimated purchase timing were as follows:

(in thousands)

7 unchanged sentences

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:

Details of the programs and activity thereunder through June 30, 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

2 unchanged sentences

SPS COMMERCE, INC.

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

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

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

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

3 unchanged sentences

Treasury Stock Reissuance

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).

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 and Other Transactions 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 March 31, 2026, there were 10.8 million shares available for grant under approved equity compensation plans.

At June 30, 2026, there were 10.5 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

(in thousands) 2026 2025 2026 2025

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

2 unchanged sentences

RSUs & DSUs 12,500 9,837 23,926 18,470

RSAs — — — 113

ESPP 716 783 1,541 1,619

401(k) stock match 817 779 1,614 1,508

$ 18,696 $ 14,998 $ 36,769 $ 28,865

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.

As of June 30, 2026, there was $ 115.2 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 March 31, 2026

Form 10-Q for the Quarterly Period ended June 30, 2026

Stock Options

Our stock option activity was as follows:

Three Months Ended

March 31, 2026

Six Months Ended

June 30, 2026

Options (#) Weighted Average

5 unchanged sentences

Outstanding, end of period 365,095 $ 102.30

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

Of the total outstanding options at June 30, 2026, 0.2 million were exercisable.

The outstanding and exercisable options had a weighted average exercise price of $ 119.00 per share and a weighted average remaining contractual life of 2.7 years.

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

The weighted average grant date fair value of options granted during the six months ended June 30, 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:

9 unchanged sentences

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

Three Months Ended

March 31, 2026

Six Months Ended

June 30, 2026

# Weighted Average Grant

5 unchanged sentences

Outstanding, end of period 1,685,220 $ 94.05

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.

The number of PSUs, RSUs, RSAs, and DSUs outstanding at June 30, 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 March 31, 2026

Form 10-Q for the Quarterly Period ended June 30, 2026

Employee Stock Purchase Plan

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(in thousands, except shares) 2026 2025 2026 2025

1 unchanged sentence

Shares purchased 78,293 43,349 85,088 45,979

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

A total of 1.4 million shares of common stock are reserved for issuance under the ESPP at June 30, 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:

12 unchanged sentences

We continue to monitor the impact of state conformity legislation.

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

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

(in thousands) 2026 2025 2026 2025

4 unchanged sentences

SPS COMMERCE, INC.

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

Form 10-Q for the Quarterly Period ended June 30, 2026

NOTE N – Net Income Per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

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

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

SPS COMMERCE, INC.

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

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