Form 8-K

8-K — SPS COMMERCE INC

Accession: 0001092699-26-000074

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0001092699

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — spsc-20261029.htm (Primary)

EX-99.1 (er_q326.htm)

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8-K

8-K (Primary)

Filename: spsc-20261029.htm · Sequence: 1

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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

October 29, 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 October 29, 2026, SPS Commerce, Inc. (the “Company”) issued a press release disclosing its results of operations and financial condition for our three and nine months ended September 30, 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 October 29, 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: October 29, 2026 By:

/s/ JOSEPH DEL PRETO

Joseph Del Preto

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: er_q326.htm · Sequence: 2

Document

Exhibit 99.1

SPS Commerce Reports Strong Third Quarter 2026 Financial Results

Company advances agentic strategy while driving margin expansion

MINNEAPOLIS, October 29, 2026 (GLOBE NEWSWIRE) -- SPS Commerce, Inc. (NASDAQ: SPSC), the leading intelligent supply chain network, today announced financial results for the third quarter ended September 30, 2026.

Financial Highlights

Third Quarter 2026 Financial Highlights

•Revenue was $197.6 million in the third quarter of 2026, compared to $189.9 million in the third quarter of 2025, reflecting 4% growth, which was partially offset by the divestiture of the 3P Revenue Recovery business completed in the second quarter of 2026, and variability in the 1P Revenue Recovery take rate model.

•Recurring revenue grew 4% from the third quarter of 2025.

•Net income was $30.7 million or $0.85 per diluted share, compared to net income of $25.6 million or $0.67 per diluted share in the third quarter of 2025.

•Non-GAAP income was $50.2 million or $1.39 per diluted share, compared to non-GAAP income of $43.0 million or $1.13 per diluted share in the third quarter of 2025.

•Adjusted EBITDA for the third quarter of 2026 increased 17% to $70.9 million compared to the third quarter of 2025.

•Share repurchases in the third quarter of 2026 totaled $48.8 million.

“The progress we have made to date with our agentic transformation initiatives – both across our product portfolio and internally – has exceeded my expectations. I want to recognize all of Team SPS for their agentic-first mindset and commitment to this transformation,” said Chad Collins, CEO of SPS Commerce. “With our agentic strategy advancing, we are uniquely positioned to deliver sustainable, profitable growth, backed by the combination of AI and SPS’ intelligent network – a powerful and durable competitive moat that no one else can match.”

“Our third quarter financial results clearly demonstrate the strong operating leverage embedded in our business model,” said Joe Del Preto, CFO of SPS Commerce. “Continued margin expansion underscores both our commitment to disciplined cost management and the tangible efficiency gains we're unlocking through agentic customer onboarding.”

Guidance

As a result of the divestiture of the 3P Revenue Recovery business on June 30, 2026, guidance factors in a reduction of approximately $10.5 million in revenue to the second half of 2026. The divestiture is expected to be neutral to Adjusted EBITDA in the second half of 2026.

Fourth Quarter 2026 Guidance

•Revenue is expected to be in the range of $199.3 million to $201.3 million.

•Net income per diluted share is expected to be in the range of $0.74 to $0.79, with fully diluted weighted average shares outstanding of 36.0 million shares.

•Non-GAAP income per diluted share is expected to be in the range of $1.31 to $1.36.

•Adjusted EBITDA is expected to be in the range of $72.0 million to $74.0 million.

•Non-cash, share-based compensation expense is expected to be $17.0 million, depreciation expense is expected to be $6.1 million, and amortization expense is expected to be $12.3 million.

Fiscal Year 2026 Guidance

•Revenue is expected to be in the range of $786.9 million to $788.9 million, representing approximately 5% growth over 2025.

•Net income per diluted share is expected to be in the range of $2.29 to $2.35, with fully diluted weighted average shares outstanding of 36.6 million shares.

•Non-GAAP income per diluted share is expected to be in the range of $5.05 to $5.11.

•Adjusted EBITDA is expected to be in the range of $267.4 million to $269.4 million, reflecting an Adjusted EBITDA margin of 34% at the midpoint, an increase of approximately 330 basis points compared to full year 2025.

•Non-cash, share-based compensation expense is expected to be $69.5 million, depreciation expense is expected to be $24.1 million, and amortization expense is expected to be $40.8 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 Q3 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 (NASDAQ: SPSC) is the leading intelligent supply chain network, connecting trading partners around the globe to optimize supply chain operations with all retail partners. Our AI-powered network connects 300,000+ trading relationships worldwide and moves more than 750M transactions and over $650B in gross merchandise value each year. From retailers and brands to manufacturers, distributors, and logistics providers, SPS is trusted by seven of the top ten largest retailers, and over two-thirds of today’s fastest growing brands. Our multi-solution portfolio orchestrates the data, decisions, and relationships that keep the world's supply chains moving forward. With nearly 3,000 employees and  offices worldwide, SPS Commerce is headquartered in Minneapolis, Minnesota. For more information, visit www.spscommerce.com.

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, loss on sale of business, and other adjustments as necessary for a fair presentation. Other adjustments for the three months ended September 30, 2026 included asset disposals and for the nine months ended September 30, 2026, included the remeasurement of an acquired earn-out liability, asset disposals, and the net impact of divestiture-related exit and disposal activity. 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, loss on sale of business, and other adjustments as necessary for a fair presentation, including for the three months ended September 30, 2026 asset disposals and for the nine months ended September 30, 2026, the remeasurement of an acquired earn-out liability, asset disposals, net impact of divestiture-related exit and disposal activity, 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 fourth 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.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; In thousands, except shares)

September 30,

2026

December 31,

2025

ASSETS

Current assets

Cash and cash equivalents

153,818

151,355

Short-term investments

29,683

—

Accounts receivable

74,477

75,295

Allowance for credit losses

(8,302)

(7,129)

Accounts receivable, net

66,175

68,166

Deferred costs

64,181

66,693

Other assets

33,164

49,090

Total current assets

347,021

335,304

Property and equipment, net

43,943

43,117

Operating lease right-of-use assets

5,656

5,025

Goodwill

539,089

541,719

Intangible assets, net

162,545

215,815

Other assets

Deferred costs, non-current

19,996

20,719

Deferred income tax assets

492

493

Other assets, non-current

13,856

7,667

Total assets

1,132,598

1,169,859

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

9,881

13,757

Accrued compensation

47,459

47,577

Accrued expenses

16,059

13,074

Deferred revenue

79,342

75,590

Operating lease liabilities

1,232

4,353

Total current liabilities

153,973

154,351

Other liabilities

Deferred revenue, non-current

3,910

5,288

Operating lease liabilities, non-current

5,392

2,839

Deferred income tax liabilities

36,166

33,201

Other liabilities, non-current

255

287

Total liabilities

199,696

195,966

Commitments and contingencies

Stockholders' equity

Common stock

Treasury stock

(328,155)

(177,949)

Additional paid-in capital

778,767

722,737

Retained earnings

486,714

429,438

Accumulated other comprehensive loss

(4,464)

(373)

Total stockholders’ equity

932,902

973,893

Total liabilities and stockholders’ equity

1,132,598

1,169,859

SPS COMMERCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited; in thousands, except per share amounts)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenues

197,647

189,904

587,583

558,853

Cost of revenues (1)

57,101

57,932

175,346

174,672

Gross profit

140,546

131,972

412,237

384,181

Operating expenses

Sales and marketing (1)

43,474

42,322

132,144

127,390

Research and development (1)

16,546

17,276

51,420

51,986

General and administrative (1)

30,831

31,690

103,851

93,598

Amortization of intangible assets

9,766

9,493

28,467

27,590

Loss on sale of business

—

23,454

—

Total operating expenses

100,617

100,781

339,336

300,564

Income from operations

39,929

31,191

72,901

83,617

Other income, net

1,372

1,260

4,774

4,240

Income before income taxes

41,301

32,451

77,675

87,857

Income tax expense

10,618

6,882

20,399

20,359

Net income

30,683

25,569

57,276

67,498

Net income per share

Basic

0.85

0.67

1.56

1.78

Diluted

0.85

0.67

1.56

1.77

Weighted average common shares used to compute net income per share

Basic

35,900

37,895

36,599

37,939

Diluted

36,209

37,993

36,740

38,070

(1) Amounts include stock-based compensation expense as follows:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Cost of revenues

3,383

3,171

9,787

9,610

Operating expenses

Sales and marketing

4,086

3,486

12,345

9,270

Research and development

2,415

2,354

7,086

6,506

General and administrative

5,809

5,442

23,244

17,932

Total stock-based compensation expense

15,693

14,453

52,462

43,318

SPS COMMERCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)

Nine Months Ended

September 30,

2026

2025

Cash flows from operating activities

Net income

57,276

67,498

Reconciliation of net income to net cash provided by operating activities

Deferred income taxes

890

12,583

Depreciation and amortization of property and equipment

18,056

15,302

Amortization of intangible assets

28,467

27,590

Accretion of purchase discounts on investments

(257)

—

Provision for credit losses

6,497

6,843

Stock-based compensation

52,462

43,318

Loss on sale of business

23,454

—

Other, net

(1,280)

(343)

Changes in assets and liabilities, net of effects of acquisitions

Accounts receivable

(6,536)

(16,301)

Deferred costs

2,912

234

Other assets and liabilities

7,545

(25,233)

Accounts payable

(2,837)

2,925

Accrued compensation

(2,808)

1,035

Accrued expenses

259

(2,226)

Deferred revenue

2,772

1,051

Operating leases

(1,208)

(1,357)

Net cash provided by operating activities

185,664

132,919

Cash flows from investing activities

Purchases of property and equipment

(21,246)

(18,873)

Purchases of investments

(34,444)

—

Maturities of investments

5,000

—

Proceeds from sale, net

8,768

—

Acquisition of business, net

—

(142,628)

Net cash used in investing activities

(41,922)

(161,501)

Cash flows from financing activities

Repurchases of common stock

(147,205)

(89,556)

Net proceeds from exercise of options to purchase common stock

1,035

3,481

Net proceeds from employee stock purchase plan activity

4,718

5,924

Net cash used in financing activities

(141,452)

(80,151)

Effect of foreign currency exchange rate changes

173

1,441

Net increase (decrease) in cash and cash equivalents

2,463

(107,292)

Cash and cash equivalents at beginning of period

151,355

241,017

Cash and cash equivalents at end of period

153,818

133,725

SPS COMMERCE, INC.

NON-GAAP RECONCILIATIONS

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

Adjusted EBITDA

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Net income

30,683

25,569

57,276

67,498

Income tax expense

10,618

6,882

20,399

20,359

Depreciation and amortization of property and equipment

6,072

5,354

18,056

15,302

Amortization of intangible assets

9,766

9,493

28,467

27,590

Stock-based compensation expense

15,693

14,453

52,462

43,318

Realized loss (gain) from investments and foreign currency transactions

(205)

(509)

(678)

Investment income

(1,611)

(1,076)

(3,973)

(3,613)

Loss on sale of business

—

23,454

—

Other

(366)

(201)

1,129

Adjusted EBITDA

70,868

60,480

195,431

170,905

Adjusted EBITDA Margin

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenue

197,647

189,904

587,583

558,853

Net income

30,683

25,569

57,276

67,498

Margin

Adjusted EBITDA

70,868

60,480

195,431

170,905

Adjusted EBITDA Margin

Non-GAAP Income per Share

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Net income

30,683

25,569

57,276

67,498

Stock-based compensation expense

15,693

14,453

52,462

43,318

Amortization of intangible assets

9,766

9,493

28,467

27,590

Realized loss (gain) from investments and foreign currency transactions

(205)

(509)

(678)

Loss on sale of business

—

23,454

—

Other

(366)

(201)

1,129

Income tax effects of adjustments

(5,628)

(6,365)

(23,277)

(19,935)

Non-GAAP income

50,161

42,955

137,672

118,922

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

Basic

35,900

37,895

36,599

37,939

Diluted

36,209

37,993

36,740

38,070

Net income per share, basic

0.85

0.67

1.56

1.78

Non-GAAP adjustments to net income per share, basic

0.55

0.46

2.20

1.35

Non-GAAP income per share, basic

1.40

1.13

3.76

3.13

Net income per share, diluted

0.85

0.67

1.56

1.77

Non-GAAP adjustments to net income per share, diluted

0.54

0.46

2.19

1.35

Non-GAAP income per share, diluted

1.39

1.13

3.75

3.12

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

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Oct. 29, 2026

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Entity Registrant Name

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Entity Incorporation, State or Country Code

Entity File Number

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Entity Tax Identification Number

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Entity Address, Postal Zip Code

55402

Entity Address, Address Line One

333 South Seventh Street

Entity Address, Address Line Two

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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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.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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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.

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Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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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.

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

-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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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.

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

-Publisher SEC

-Name Securities Act

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-Section 425

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