SPS Commerce (Nasdaq: SPSC) details CEO and executive Rule 10b5-1 plans
Rhea-AI Filing Summary
SPS Commerce, Inc. filed an amendment to its quarterly report for the quarter ended March 31, 2026 to add insider trading-plan disclosures that were omitted previously. The amendment does not change any financial statements or internal control disclosures and is accompanied by updated CEO and CFO certifications.
During the quarter, three officers adopted written Rule 10b5-1 trading arrangements for planned sales of common stock: former CFO Kimberly Nelson for up to 19,453 shares, EVP & Chief Commercial Officer Eduardo Rosini for up to 47,595 shares, and CEO and Director Chadwick Collins for up to 69,553 shares. These figures are maximums; actual sales may be lower and contingent on factors such as performance, tax withholding, and market price. There were no other officer or director trading arrangements adopted, modified, or terminated in the period. Common shares outstanding were 36,712,702 as of April 23, 2026.
Positive
- None.
Negative
- None.
Filing Explained
The amendment places the three plans at different execution windows: Kimberly Nelson’s earliest sale date was
Key Figures
Common shares outstanding: 36,712,702 shares
Nelson 10b5-1 plan size: 19,453 shares
Rosini 10b5-1 plan size: 47,595 shares
+2 more
5 metrics
Common shares outstanding
36,712,702 shares
Common stock outstanding as of April 23, 2026
Nelson 10b5-1 plan size
19,453 shares
Maximum shares to be sold under Kimberly Nelson’s Rule 10b5-1 plan
Rosini 10b5-1 plan size
47,595 shares
Maximum shares to be sold under Eduardo Rosini’s Rule 10b5-1 plan
Collins 10b5-1 plan size
69,553 shares
Maximum shares to be sold under Chadwick Collins’s Rule 10b5-1 plan
Quarter covered
Three months ended March 31, 2026
Period during which the disclosed trading arrangements were adopted
Key Terms
Rule 10b5-1 trading arrangement, affirmative defense of Rule 10b5-1(c), large accelerated filer, Inline XBRL, +1 more
5 terms
Rule 10b5-1 trading arrangement regulatory
"disclosure regarding a Rule 10b5-1 trading arrangement (as defined in Item 408(a)"
affirmative defense of Rule 10b5-1(c) regulatory
"plans for the sale of our securities that are intended to satisfy the affirmative defense of Rule 10b5-1(c)"
large accelerated filer financial
"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”"
A large accelerated filer is a publicly traded company that meets the U.S. securities regulator’s size and reporting history thresholds, qualifying it as one of the largest issuers. For investors, that label matters because such companies face faster filing deadlines, more rigorous audit and internal-control disclosure requirements, and generally more transparent and timely financial reporting—like a big, well-regulated store required to post its inventory and receipts promptly for customers to see.
Inline XBRL technical
"The XBRL instance document does not appear in the Interactive Data File because its tags are embedded within the Inline XBRL document."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Section 906 of the Sarbanes-Oxley Act of 2002 regulatory
"Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does SPS Commerce (SPSC) disclose in this 10-Q/A amendment?
SPS Commerce filed an amendment to add Rule 10b5-1 trading arrangement disclosures for certain officers that were omitted from the original March 31, 2026 quarterly report. No financial statements or internal control disclosures are changed in this amendment.
When can sales under the SPS Commerce (SPSC) 10b5-1 plans begin and when do they end?
Earliest sale dates are May 25, 2026 for Kimberly Nelson, December 1, 2026 for Eduardo Rosini, and December 31, 2026 for Chadwick Collins. Expiration dates range from March 15, 2027 to March 31, 2027, depending on the individual plan.
Does the SPS Commerce (SPSC) 10-Q/A amendment affect financial results?
The amendment does not change any financial statements. It is limited to updating Item 5, Other Information, to include insider Rule 10b5-1 trading arrangement disclosures and to provide updated principal executive and financial officer certifications.
Were there any other SPS Commerce (SPSC) officer or director trading arrangements in the quarter?
The company states there were no other Rule 10b5-1(c) or non-Rule 10b5-1(c) trading arrangements adopted, modified, or terminated by its officers and directors during the three months ended March 31, 2026, beyond the three disclosed plans.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended: March 31, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Transition Period from ________ to ________
Commission file number 001-34702
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices, including Zip Code)
(612 ) 435-9400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||
The | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated Filer | o | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| 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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding at April 23, 2026 was 36,712,702 shares.
EXPLANATORY NOTE
SPS Commerce, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, which was originally filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 (the “Original Filing”). This Amendment is being filed to revise Part II “Item 5. Other Information” to add disclosure regarding a Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) entered into by Chadwick Collins, Chief Executive Officer and Director of the Company, during the quarter ended March 31, 2026, which was inadvertently omitted from the disclosure included in the Original Filing.
In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment, under Part II, Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.
Other than as expressly set forth herein, this Amendment does not, and does not purport to, amend, update or restate the information in the Original Filing or reflect any events that have occurred after the date the Original Filing was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which the Original Filing was made. No changes have been made to the financial statements of the Company as contained in the Original Filing. Accordingly, this Amendment should be read together with the Original Filing and the Company’s other filings with the SEC.
PART II. – OTHER INFORMATION
Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements
During the three months ended March 31, 2026, the following officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted written plans for the sale of our securities that are intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act:
| Name | Title | Adoption Date | Earliest Sale Date | Expiration or Termination Date | Aggregate Number of Shares of the Company's Common Stock to be Sold(1) | ||||||||||||
| May 25, 2026 | |||||||||||||||||
| December 1, 2026 | |||||||||||||||||
| December 31, 2026 | |||||||||||||||||
There were no other Rule 10b5-1(c) trading arrangements or non-Rule 10b5-1(c) trading arrangements adopted
Item 6. Exhibits
| Number | Description | |||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith). | |||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended (filed herewith). | |||||||
| 101 | Interactive Data Files Pursuant to Rule 405 of Regulation S-T (filed herewith). The XBRL instance document does not appear in the Interactive Data File because its tags are embedded within the Inline XBRL document. | |||||||
| 104 | The cover page from this Quarterly Report on Form 10-Q/A, formatted in Inline XBRL. | |||||||
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 thereunto duly authorized.
| Date: July 21, 2026 | SPS COMMERCE, INC. | ||||
| /s/ JOSEPH DEL PRETO | |||||
| Joseph Del Preto | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (principal financial and accounting officer) | |||||