[8-K] SPS Commerce, Inc. Reports Material Event

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FALSE0001092699333 South Seventh StreetSuite 1000MinneapolisMinnesotaNasdaq Global Market00010926992025-08-182025-08-18

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

August 18, 2025

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2025, the Board of Directors (the “Board”) of SPS Commerce, Inc. (the “Company”) approved an increase in the size of the Board from seven to eight members and appointed Mark Partin as a director, effective August 18, 2025. Mr. Partin will serve as a director until the 2026 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation, or removal.

The Board determined that Mr. Partin qualifies as an independent director pursuant to the listing standards of the Nasdaq Stock Market and the rules of the U.S. Securities and Exchange Commission (the “SEC”). The Board has also appointed Mr. Partin to serve on the Audit Committee. Mr. Partin will receive compensation for his service in accordance with the Company’s non-employee director compensation program described under “Director Compensation” and will enter into the Company’s standard indemnification agreement described under “Director Indemnification Agreement,” each as set forth in the Company’s Proxy Statement filed with the SEC on March 28, 2025.

There are no arrangements or understandings between Mr. Partin and any other persons pursuant to which Mr. Partin was selected as a director of the Company. There are no relationships or related transactions between Mr. Partin or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

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: August 20, 2025			By:			/s/ KIMBERLY NELSON
						Kimberly Nelson
						Executive Vice President and Chief Financial Officer