[8-K] SPS COMMERCE INC Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
SPS Commerce reported mixed but generally steady results for the first quarter of 2026. Revenue rose to $192.1 million from $181.5 million a year earlier, a 6% increase, with recurring revenue up 7%. Adjusted EBITDA grew 7% to $57.9 million, keeping the Adjusted EBITDA margin at 30%.
GAAP net income declined to $19.7 million, or $0.53 per diluted share, from $22.2 million, or $0.58, while non‑GAAP diluted income per share improved to $1.10 from $1.00. The company repurchased $47.1 million of stock in the quarter and highlighted the launch of MAX, a new AI capability embedded in its supply chain workflows.
For the second quarter of 2026, SPS Commerce expects revenue of $194.5 million to $196.5 million and non‑GAAP diluted income per share of $1.06 to $1.09. For full‑year 2026, it projects revenue of $796.0 million to $802.0 million and Adjusted EBITDA of $262.8 million to $267.3 million, representing 14% to 16% growth over 2025.
Positive
- None.
Negative
- None.
Insights
Solid top-line growth with stronger non-GAAP profitability but softer GAAP earnings.
SPS Commerce grew Q1 2026 revenue 6% to $192.1 million, with recurring revenue up 7%, signaling continued demand for its supply chain network. Adjusted EBITDA increased 7% to $57.9 million, keeping margins at 30%, which supports a stable operating profile.
GAAP net income declined to $19.7 million from $22.2 million, while non-GAAP diluted EPS rose to $1.10 from $1.00, mainly reflecting add-backs like stock-based compensation and amortization. The company also deployed $47.1 million toward share repurchases, reducing treasury stock and signaling continued capital return.
Guidance calls for full-year 2026 revenue of $796.0–$802.0 million (growth of 6–7%) and Adjusted EBITDA of $262.8–$267.3 million (growth of 14–16%). Investors can compare future quarters to these targets and watch adoption of the new MAX AI capabilities referenced for supply chain workflows.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (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 | ||||||
| The Nasdaq Stock Market LLC | ||||||||
( | ||||||||
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 | ||||||||
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 | 40 | 40 | |||||||||
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 | 11 | 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 | 10 | % | 12 | % | |||||||
Adjusted EBITDA | 57,931 | 54,373 | |||||||||
Adjusted EBITDA Margin | 30 | % | 30 | % | |||||||
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 | 11 | 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.