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SPS Commerce Appoints New Independent Directors to the Board

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(Neutral)
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SPS Commerce (NASDAQ: SPSC) appointed Michael McConnell and Fumbi Chima as independent directors effective Feb 12, 2026, increasing Board refreshment. McConnell joins the Finance & Strategy Committee; Chima joins the Audit Committee. Director Sven Wehrwein will not stand for re-election under the company’s age limit.

The Board will total nine directors (eight independent) following the 2026 annual meeting; four directors were appointed in the past year. The company increased its share repurchase authorization to $300 million and entered a cooperation agreement with Anson Funds that includes standstill, voting and confidentiality commitments; the agreement will be filed as an exhibit on Form 8-K.

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Positive

  • Share repurchase authorization increased to $300 million
  • Board will have 8 of 9 independent directors
  • Four directors appointed within the past year

Negative

  • Long‑standing age limit triggers director departure after 18 years of service
  • Cooperation agreement includes standstill and voting commitments affecting shareholder activism

Market Reaction

+12.12% $72.60
15m delay 8 alerts
+12.12% Since News
$72.60 Last Price
$64.18 $74.66 Day Range
+$264M Valuation Impact
$2.44B Market Cap
0.0x Rel. Volume

Following this news, SPSC has gained 12.12%, reflecting a significant positive market reaction. Our momentum scanner has triggered 8 alerts so far, indicating moderate trading interest and price volatility. The stock is currently trading at $72.60. This price movement has added approximately $264M to the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Share repurchase authorization: $300 million Board size: 9 directors Independent directors: 8 independent +2 more
5 metrics
Share repurchase authorization $300 million Total authorization after announced increase
Board size 9 directors Board composition following 2026 annual meeting
Independent directors 8 independent Number of independent directors on nine-member board
New directors past year 4 directors Number of directors appointed in the past year
Director tenure 18 years Service of director Sven Wehrwein on SPS board

Market Reality Check

Price: $64.75 Vol: Volume 1,027,841 is 1.61x...
high vol
$64.75 Last Close
Volume Volume 1,027,841 is 1.61x the 20-day average of 637,245, indicating elevated trading activity before this announcement. high
Technical Price at $68.53 is trading below the 200-day MA of $111.21 and sits near the 52-week low of $67.26, far from the $172.00 52-week high.

Peers on Argus

While SPSC was down 8.41%, peers showed mixed but generally negative moves: VERX...

While SPSC was down 8.41%, peers showed mixed but generally negative moves: VERX -17.28%, FRSH -7.48%, INTA -5.47%, WK -6.68%, and KC roughly flat at 0.07%. Scanner data did not flag a coordinated sector move.

Historical Context

5 past events · Latest: Feb 10 (Positive)
Pattern 5 events
Date Event Sentiment Move Catalyst
Feb 10 AI platform launch Positive -0.9% Announced MAX AI platform embedded in supply chain network.
Feb 02 Earnings date set Neutral -1.6% Scheduled Q4 and FY 2025 results release and conference call.
Jan 08 Product innovations Positive +0.7% Unveiled new AI-powered and omnichannel supply-chain capabilities.
Jan 06 Conference presentation Neutral +1.3% Announced presentation at Needham Growth Conference with webcast.
Dec 02 Investor conference Positive +1.5% Outlined business profile ahead of Nasdaq 53rd Investor Conference.
Pattern Detected

Recent SPS Commerce news has generally led to modest single-digit price moves, with most positive or neutral announcements aligning directionally with the subsequent trading reaction, aside from one recent product launch that saw a small divergence.

Recent Company History

Over the past few months, SPS Commerce has focused on product innovation, investor engagement, and AI capabilities. Announcements on Dec 2, 2025 and Jan 6, 2026 highlighted conference presentations and reiterated its long record of revenue growth. New product innovations and AI-driven features were detailed on Jan 8, 2026, followed by the launch of the MAX platform on Feb 10, 2026. Today’s governance and capital allocation news fits into this broader pattern of strategic evolution and shareholder-focused communications.

Market Pulse Summary

The stock is surging +12.1% following this news. A strong positive reaction aligns with the sharehol...
Analysis

The stock is surging +12.1% following this news. A strong positive reaction aligns with the shareholder-focused elements in this announcement, including an increased repurchase authorization of $300 million and additional independent board appointments. Historically, SPS Commerce’s news flow has produced modest, generally aligned price moves. Investors would need to monitor whether governance changes and capital returns are supported by continued execution in areas like AI initiatives and product innovation described in prior releases.

Key Terms

cooperation agreement, share repurchase authorization, form 8-k
3 terms
cooperation agreement regulatory
"In connection with this announcement, the Company entered into a cooperation agreement with Anson Funds Management LP"
A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.
share repurchase authorization financial
"we also announced an increase in our share repurchase authorization to $300 million"
A share repurchase authorization is a company's official approval to buy back its own shares from the market. This signals that the company believes its stock is a good investment and can help increase the value of remaining shares by reducing how many are available. For investors, it often suggests confidence from the company and can influence the stock’s price.
form 8-k regulatory
"The agreement between SPS and Anson Funds will be included as an exhibit to the Company's Current Report on Form 8-K"
A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. Not financial advice.

Enters into Cooperation Agreement with Anson Funds

MINNEAPOLIS, Feb. 12, 2026 (GLOBE NEWSWIRE) -- SPS Commerce, Inc. (NASDAQ: SPSC), the leading intelligent supply chain network, announced today that its Board of Directors appointed Michael McConnell and Fumbi Chima as independent directors, effective immediately.

Mr. McConnell previously served as a member of the SPS Board from 2018-19, and is an experienced director currently serving at several publicly traded companies, including Beonic, OneSpan, PowerFleet and QuickFee. Ms. Chima has served in senior executive roles at several prominent retail and financial companies including Adidas, American Express, Burberry, and Walmart and currently serves on the board of Willis Towers Watson.

Mr. McConnell will join the Finance & Strategy Committee, which has an existing mandate to review operational, strategic and financial matters, with a focus on enhancing shareholder value, and Ms. Chima will join the Audit Committee.

Sven Wehrwein, who has served as a SPS director since 2008, will not stand for re-election at the Company’s 2026 annual meeting of shareholders in accordance with the long-standing age limitation set forth in the Company’s Corporate Governance Guidelines. With today’s appointments and following the annual meeting, the SPS Board will comprise nine directors, eight of whom are independent, and four of whom have been appointed in the past year.

Phil Soran, Chair of the Board, said, “We are pleased to have worked constructively with a number of our large shareholders, including Anson, to advance our commitment to Board refreshment. We are excited to welcome back Mike to the SPS Board and that Fumbi is joining as a new independent director. Mike and Fumbi will bring fresh and valuable perspectives as we execute SPS’ strategic plan and create shareholder value. On behalf of the Board, I also want to thank Sven for his 18 years of outstanding service and commitment to SPS.”

“SPS is well positioned with a differentiated, value-based offering connecting trading partners to modernize their supply chains,” said Sagar Gupta, Portfolio Manager, Anson Funds. “We appreciate the constructive dialogue with the SPS Board, and see significant opportunities for SPS to capitalize on its market leadership to drive profitable growth. Mike and Fumbi will add important expertise to advance SPS’ value creation efforts.”

"The Board of Directors and management team remain committed to driving long‑term value for our shareholders,” said Chad Collins, Chief Executive Officer of SPS. “Today, in addition to the governance changes, and as part of the ongoing work of the Finance & Strategy Committee, we also announced an increase in our share repurchase authorization to $300 million. This underscores our confidence in the business and the value of SPS, and I look forward to working with Mike, Fumbi and our fellow directors as we seek to enhance shareholder value."

In connection with this announcement, the Company entered into a cooperation agreement with Anson Funds Management LP, which includes customary standstill, voting and confidentiality commitments, among other provisions.   The agreement between SPS and Anson Funds will be included as an exhibit to the Company's Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

About Michael McConnell
Michael McConnell currently serves on the boards of Beonic Ltd., OneSpan, Inc., PowerFleet and QuickFee Ltd. He previously served as a member of the SPS Board of Directors from 2018-19. Mr. McConnell’s prior board experience includes serving on the boards of Guidance Software, Inc., Redflex Holdings Ltd., Spark Networks SE, and Vonage Holdings Corp. He has also served on numerous other public and private company boards in the United States, Australia, New Zealand and Ireland. He is the former Managing Director of Shamrock Capital Advisors, a private investment company managing private and public equity funds and began his career as an investment banker at Merrill Lynch and Kidder Peabody.

About Fumbi Chima
Fumbi Chima currently serves on the board of Willis Towers Watson plc, where she is the Chair of the Nominating and Governance Committee. Ms. Chima’s executive experience includes EVP and Chief Information Officer of the Boeing Employees Credit Union, the Chief Information Officer of adidas AG, the Chief Information Officer of Disney Networks Group (UK) Ltd., the Chief Information Officer of Burberry Group plc, various roles including the Chief Information Officer – Asia Region for Walmart, Inc. and VP of Corporate Systems at American Express Co. Ms. Chima’s prior board experience also includes Whitbread plc, The Azek Co., Inc., Grove Collaborative Holdings, Inc., Ted Baker Holdings Ltd., and Africa Prudential plc.

About SPS Commerce
SPS Commerce is the world’s leading retail 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 has achieved 100 consecutive quarters of revenue growth and 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.

Contact:
Investor Relations
The Blueshirt Group
Irmina Blaszczyk
SPSC@blueshirtgroup.com


FAQ

Who were the new independent directors appointed to the SPS Commerce board on Feb 12, 2026 (SPSC)?

The company appointed Michael McConnell and Fumbi Chima as independent directors effective Feb 12, 2026. According to the company, McConnell returns to the board and Chima joins with senior retail and financial services experience, strengthening board expertise.

What committee roles will Michael McConnell and Fumbi Chima hold at SPS Commerce (SPSC)?

McConnell will join the Finance & Strategy Committee; Chima will join the Audit Committee. According to the company, these assignments align with committee mandates to review financial, strategic and audit matters.

How does the SPS Commerce board composition change after the 2026 annual meeting (SPSC)?

Following the annual meeting, the board will total nine directors, eight independent. According to the company, four directors have been appointed over the past year as part of ongoing board refreshment.

What share buyback authorization did SPS Commerce (SPSC) announce on Feb 12, 2026?

SPS increased its share repurchase authorization to $300 million. According to the company, this action reflects confidence in the business and will support efforts to enhance shareholder value.

What are the key terms of the cooperation agreement between SPS Commerce and Anson Funds (SPSC)?

The agreement includes customary standstill, voting and confidentiality commitments. According to the company, the cooperation agreement governs engagement terms and will be filed as an exhibit to a Form 8-K.

Why is director Sven Wehrwein not standing for re-election at SPS Commerce’s 2026 annual meeting (SPSC)?

Sven Wehrwein will not stand for re-election due to the company’s long‑standing age limitation. According to the company, Wehrwein has served as a director since 2008 and leaves after 18 years of service.
Sps Commerce

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2.58B
37.18M
0.96%
103.27%
5.04%
Software - Application
Services-prepackaged Software
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United States
MINNEAPOLIS