Form 8-K

8-K — SPS COMMERCE INC

Accession: 0001092699-26-000042

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001092699

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — spsc-20260430.htm (Primary)

EX-99.1 (er_q126.htm)

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8-K

8-K (Primary)

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FALSE000109269900010926992026-04-302026-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 30, 2026

Date of report (Date of earliest event reported)

SPS COMMERCE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-34702 41-2015127

(State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

333 South Seventh Street, Suite 1000

Minneapolis, Minnesota

55402

(Address of Principal Executive Offices) (Zip Code)

(612) 435-9400

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, par value $0.001 per share SPSC The Nasdaq Stock Market LLC

(Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

☐

Item 2.02. Results of Operations and Financial Condition.

On April 30, 2026, SPS Commerce, Inc. (the “Company”) issued a press release disclosing its results of operations and financial condition for our first quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this Current Report on Form 8-K may contain forward-looking statements within the meaning of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995 including, but not limited to, the Company’s plans to repurchase shares of its common stock, the timing and amount of any share repurchases under the program, if any, the effects of the repurchase program on future results of operations or financial condition, and the timing and impact of the leadership transitions. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of the Company to be materially different than those expressed or implied in such statements. Certain of these risk factors and others are included in documents the Company files with the Securities and Exchange Commission, including but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as well as subsequent reports filed with the Securities and Exchange Commission. In addition, these forward-looking statements are subject to factors and uncertainties related to the leadership transitions, including disruptions and uncertainties related thereto, the ability of a successor to have the desired level of experience and expertise, the potential impact on the Company’s business and future strategic direction resulting from the officer transitions, and the Company’s ability to retain other key members of senior management. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this report are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company expressly disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit

99.1

Press Release dated April 30, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SPS COMMERCE, INC.

Date: April 30, 2026

By:

/s/ JOSEPH DEL PRETO

Joseph Del Preto

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: er_q126.htm · Sequence: 2

Document

Exhibit 99.1

Contact:

Investor Relations

The Blueshirt Group

Irmina Blaszczyk

SPSC@blueshirtgroup.com

SPS Commerce Reports First Quarter 2026 Financial Results

First quarter 2026 revenue grew 6% and recurring revenue grew 7% from the first quarter of 2025

MINNEAPOLIS, April 30, 2026 (GLOBE NEWSWIRE) -- SPS Commerce, Inc. (NASDAQ: SPSC), the leading intelligent supply chain network, today announced financial results for the first quarter ended March 31, 2026.

Financial Highlights

First Quarter 2026 Financial Highlights

•Revenue was $192.1 million in the first quarter of 2026, compared to $181.5 million in the first quarter of 2025, reflecting 6% growth.

•Recurring revenue grew 7% from the first quarter of 2025.

•Net income was $19.7 million or $0.53 per diluted share, compared to net income of $22.2 million or $0.58 per diluted share in the first quarter of 2025.

•Non-GAAP income per diluted share was $1.10, compared to non-GAAP income per diluted share of $1.00 in the first quarter of 2025.

•Adjusted EBITDA for the first quarter of 2026 increased 7% to $57.9 million compared to the first quarter of 2025.

•Share repurchases in the first quarter of 2026 totaled $47.1 million.

“SPS Commerce delivered a solid performance this quarter, led by growth of our core business and momentum in cross-selling across our customer base,” said Chad Collins, CEO of SPS Commerce. “To further empower our customers, we are excited by the launch of MAX, our new set of AI capabilities. Embedded into existing supply chain workflows and powered by proprietary network data, MAX guides customer connections to support the success of their trading relationships.”

“SPS Commerce’s core business fundamentals remain strong. We are focused on driving margin expansion through operating leverage and AI-driven efficiencies,” said Joe Del Preto, CFO of SPS Commerce. “With a large addressable market, a clear path to scale, and disciplined capital allocation, SPS is well positioned to deliver balanced growth and long-term shareholder value.”

Guidance

Second Quarter 2026 Guidance

•Revenue is expected to be in the range of $194.5 million to $196.5 million, representing 4% to 5% year-over-year growth.

•Net income per diluted share is expected to be in the range of $0.53 to $0.56, with fully diluted weighted average shares outstanding of 37.3 million shares.

•Non-GAAP income per diluted share is expected to be in the range of $1.06 to $1.09.

•Adjusted EBITDA is expected to be in the range of $60.9 million to $62.4 million.

•Non-cash, share-based compensation expense is expected to be $19.0 million, depreciation expense is expected to be $5.2 million, and amortization expense is expected to be $9.4 million.

Fiscal Year 2026 Guidance

•Revenue is expected to be in the range of $796.0 million to $802.0 million, representing 6% to 7% growth over 2025.

•Net income per diluted share is expected to be in the range of $2.66 to $2.69, with fully diluted weighted average shares outstanding of 37.3 million shares.

•Non-GAAP income per diluted share is expected to be in the range of $4.73 to $4.76.

•Adjusted EBITDA is expected to be in the range of $262.8 million to $267.3 million, representing 14% to 16% growth over 2025.

•Non-cash, share-based compensation expense is expected to be $69.8 million, depreciation expense is expected to be $23.0 million, and amortization expense is expected to be $37.4 million.

The forward-looking measures and the underlying assumptions involve significant known and unknown risks and uncertainties, and actual results may vary materially. The Company does not present a reconciliation of the forward-looking non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, and non-GAAP income per share, to the most directly comparable GAAP financial measures because it is impractical to forecast certain items without unreasonable efforts due to the uncertainty and inherent difficulty of predicting, within a reasonable range, the occurrence and financial impact of and the periods in which such items may be recognized.

Quarterly Conference Call

To access the call, please dial 1-833-816-1382, or outside the U.S. 1-412-317-0475 at least 15 minutes prior to the 3:30 p.m. CT start time. Please ask to join the SPS Commerce Q1 2026 conference call. A live webcast of the call will also be available at http://investors.spscommerce.com under the Events and Presentations menu. The replay will also be available on our website at http://investors.spscommerce.com.

About SPS Commerce

SPS Commerce is the leading intelligent supply chain network, connecting trading partners around the globe to optimize supply chain operations for all retail partners. We support data-driven partnerships with innovative cloud technology, customer-obsessed service, and accessible experts so our customers can focus on what they do best. Over 50,000 recurring revenue customers in retail, grocery, distribution, supply, manufacturing, and logistics are using SPS as their retail network. SPS is headquartered in Minneapolis. For additional information, contact SPS at 866-245-8100 or visit www.spscommerce.com.

SPS COMMERCE, SPS, SPS logo and INFINITE RETAIL POWER are marks of SPS Commerce, Inc. and registered in the U.S. Patent and Trademark Office, along with other SPS marks. Such marks may also be registered or otherwise protected in other countries.

SPS-F

Use of 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. We believe that these non-GAAP financial measures provide useful information to our management, Board of Directors, and investors regarding certain financial and business trends relating to our financial condition and results of operations.

Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses and planning purposes. Adjusted EBITDA is also used for purposes of determining executive and senior management incentive compensation. We believe these non-GAAP financial measures are useful to an investor as they are widely used in evaluating operating performance. Adjusted EBITDA and Adjusted EBITDA Margin are used to measure operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, and to present a meaningful measure of corporate performance exclusive of capital structure and the method by which assets were acquired.

These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. These non-GAAP financial measures exclude significant expenses and income that are required by GAAP to be recorded in our condensed consolidated financial statements and are subject to inherent limitations. Investors should review the reconciliations of non-GAAP financial measures to the comparable GAAP financial measures that are included in this press release.

Adjusted EBITDA Measures:

Adjusted EBITDA consists of net income adjusted for income tax expense, depreciation and amortization expense, stock-based compensation expense, realized gain from investments and foreign currency transactions, investment income, and other adjustments as necessary for a fair presentation. Other adjustments for the three months ended March 31, 2026, included the expense impact from disposals of other equipment. Net income is the most directly comparable GAAP measure of financial performance

Adjusted EBITDA Margin consists of Adjusted EBITDA divided by revenue. Margin, the comparable GAAP measure of financial performance, consists of net income divided by revenue.

Non-GAAP Income Per Share Measure:

Non-GAAP income per share consists of net income adjusted for stock-based compensation expense, amortization expense related to intangible assets, realized gain from investments and foreign currency transactions, other adjustments as necessary for a fair presentation, including for the three months ended March 31, 2026, the expense impact from disposals of other equipment, and the corresponding tax impacts of the adjustments to net income, divided by the weighted average number of shares of common and diluted stock outstanding during each period. Net income per share, the most directly comparable GAAP measure of financial performance, consists of net income divided by the weighted average number of shares of common and diluted stock outstanding during each period. To quantify the tax effects, we recalculated income tax expense excluding the direct book and tax effects of the specific items constituting the non-GAAP adjustments. The difference between this recalculated income tax expense and GAAP income tax expense is presented as the income tax effect of the non-GAAP adjustments.

Forward-Looking Statements

This press release may contain forward-looking statements, including information about management's view of SPS Commerce's future expectations, plans and prospects, including our views regarding future execution within our business, the opportunity we see in the retail supply chain world and our performance for the second quarter and full year of 2026, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of SPS Commerce to be materially different than those expressed or implied in such statements. Certain of these risk factors and others are included in documents SPS Commerce files with the Securities and Exchange Commission, including but not limited to, SPS Commerce's Annual Report on Form 10-K for the year ended December 31, 2025, as well as subsequent reports filed with the Securities and Exchange Commission. Other unknown or unpredictable factors also could have material adverse effects on SPS Commerce's future results. The forward-looking statements included in this press release are made only as of the date hereof. SPS Commerce cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, SPS Commerce expressly disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

SPS COMMERCE, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited; In thousands, except shares)

March 31,

2026

December 31,

2025

ASSETS

Current assets

Cash and cash equivalents

154,271

151,355

Accounts receivable

72,003

75,295

Allowance for credit losses

(6,897)

(7,129)

Accounts receivable, net

65,106

68,166

Deferred costs

65,906

66,693

Other assets

43,457

49,090

Total current assets

328,740

335,304

Property and equipment, net

46,154

43,117

Operating lease right-of-use assets

4,856

5,025

Goodwill

540,836

541,719

Intangible assets, net

206,069

215,815

Other assets

Deferred costs, non-current

20,294

20,719

Deferred income tax assets

511

493

Other assets, non-current

13,748

7,667

Total assets

1,161,208

1,169,859

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

14,468

13,757

Accrued compensation

42,647

47,577

Accrued expenses

15,535

13,074

Deferred revenue

80,382

75,590

Operating lease liabilities

1,918

4,353

Total current liabilities

154,950

154,351

Other liabilities

Deferred revenue, non-current

5,318

5,288

Operating lease liabilities, non-current

4,700

2,839

Deferred income tax liabilities

33,801

33,201

Other liabilities, non-current

279

287

Total liabilities

199,048

195,966

Commitments and contingencies

Stockholders' equity

Common stock

Treasury stock

(226,903)

(177,949)

Additional paid-in capital

741,544

722,737

Retained earnings

449,167

429,438

Accumulated other comprehensive loss

(1,688)

(373)

Total stockholders’ equity

962,160

973,893

Total liabilities and stockholders’ equity

1,161,208

1,169,859

SPS COMMERCE, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; in thousands, except per share amounts)

Three Months Ended

March 31,

2026

2025

Revenues

192,121

181,549

Cost of revenues

59,217

56,914

Gross profit

132,904

124,635

Operating expenses

Sales and marketing

44,734

41,634

Research and development

17,917

17,439

General and administrative

36,374

31,018

Amortization of intangible assets

9,320

8,588

Total operating expenses

108,345

98,679

Income from operations

24,559

25,956

Other income, net

1,405

2,207

Income before income taxes

25,964

28,163

Income tax expense

6,235

5,967

Net income

19,729

22,196

Net income per share

Basic

0.53

0.58

Diluted

0.53

0.58

Weighted average common shares used to compute net income per share

Basic

37,379

37,990

Diluted

37,442

38,163

SPS COMMERCE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)

Three Months Ended

March 31,

2026

2025

Cash flows from operating activities

Net income

19,729

22,196

Reconciliation of net income to net cash provided by operating activities

Deferred income taxes

713

(4,418)

Depreciation and amortization of property and equipment

5,834

4,957

Amortization of intangible assets

9,320

8,588

Provision for credit losses

1,973

1,822

Stock-based compensation

18,073

13,867

Other, net

(242)

168

Changes in assets and liabilities, net of effects of acquisitions

Accounts receivable

1,103

(7,443)

Deferred costs

1,265

(1,247)

Other assets and liabilities

(715)

1,174

Accounts payable

(792)

1,677

Accrued compensation

(5,988)

(7,948)

Accrued expenses

893

3,868

Deferred revenue

4,873

3,160

Operating leases

(410)

(438)

Net cash provided by operating activities

55,629

39,983

Cash flows from investing activities

Purchases of property and equipment

(7,140)

(6,150)

Acquisition of business, net

—

(141,636)

Net cash used in investing activities

(7,140)

(147,786)

Cash flows from financing activities

Repurchases of common stock

(47,124)

(40,000)

Net proceeds from exercise of options to purchase common stock

743

635

Net proceeds from employee stock purchase plan activity

520

411

Net cash used in financing activities

(45,861)

(38,954)

Effect of foreign currency exchange rate changes

288

661

Net increase (decrease) in cash and cash equivalents

2,916

(146,096)

Cash and cash equivalents at beginning of period

151,355

241,017

Cash and cash equivalents at end of period

154,271

94,921

SPS COMMERCE, INC.

NON-GAAP RECONCILIATIONS

(Unaudited; in thousands, except Margin, Adjusted EBITDA Margin, and per share amounts)

Adjusted EBITDA

Three Months Ended

March 31,

2026

2025

Net income

19,729

22,196

Income tax expense

6,235

5,967

Depreciation and amortization of property and equipment

5,834

4,957

Amortization of intangible assets

9,320

8,588

Stock-based compensation expense

18,073

13,867

Realized gain from investments and foreign currency transactions

(120)

(366)

Investment income

(1,151)

(1,849)

Other

1,013

Adjusted EBITDA

57,931

54,373

Adjusted EBITDA Margin

Three Months Ended

March 31,

2026

2025

Revenue

192,121

181,549

Net income

19,729

22,196

Margin

Adjusted EBITDA

57,931

54,373

Adjusted EBITDA Margin

Non-GAAP Income per Share

Three Months Ended

March 31,

2026

2025

Net income

19,729

22,196

Stock-based compensation expense

18,073

13,867

Amortization of intangible assets

9,320

8,588

Realized gain from investments and foreign currency transactions

(120)

(366)

Other

1,013

Income tax effects of adjustments

(5,879)

(7,285)

Non-GAAP income

41,134

38,013

Shares used to compute net income and non-GAAP income per share

Basic

37,379

37,990

Diluted

37,442

38,163

Net income per share, basic

0.53

0.58

Non-GAAP adjustments to net income per share, basic

0.57

0.42

Non-GAAP income per share, basic

1.10

1.00

Net income per share, diluted

0.53

0.58

Non-GAAP adjustments to net income per share, diluted

0.57

0.42

Non-GAAP income per share, diluted

1.10

1.00

The annual per share amounts may not cross-sum due to rounding.

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Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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