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SPS Commerce (SPSC) confirms June 1, 2026 retirement for former CFO Nelson

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(Moderate)
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Form Type
8-K

Rhea-AI Filing Summary

SPS Commerce, Inc. announced that former Executive Vice President and Chief Financial Officer Kimberly Nelson’s retirement from the company will be effective June 1, 2026. She had previously given notice on February 10, 2026 and transitioned out of the CFO role when Joseph Del Preto became CFO on March 16, 2026.

The Compensation & Talent Committee waived the six-month notice requirement in Ms. Nelson’s equity award agreements, recognizing that she is at least age 58 and has over 10 years of continuous service. Her outstanding equity awards will receive retirement treatment under those agreements, and she will not receive any cash payments or other severance in connection with her retirement.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Retirement date June 1, 2026 Effective retirement date for former CFO Kimberly Nelson
CFO transition date March 16, 2026 Date Joseph Del Preto became Executive Vice President and CFO
Retirement notice date February 10, 2026 Date Kimberly Nelson notified the company of intent to retire
Required service tenure At least 10 years Continuous service requirement for retirement treatment of equity awards
Retirement age condition Age 58 Minimum age condition for retirement treatment under equity agreements
retirement treatment financial
"In order to qualify for retirement treatment under the terms of Ms. Nelson’s equity award agreements"
equity award agreements financial
"under the terms of Ms. Nelson’s equity award agreements, among other requirements"
Compensation & Talent Committee financial
"the Compensation & Talent Committee of the Board of Directors determined to waive the six-month notice period requirement"
Retirement Date financial
"Ms. Nelson’s effective retirement date would be June 1, 2026 (the “Retirement Date”)"
severance financial
"Ms. Nelson will not be entitled to any cash payments or other severance in connection with her retirement"
Severance is the payment and benefits an employer provides to an employee when their job ends, acting like a short-term financial safety net or final paycheck plus extras such as healthcare continuation or stock vesting. Investors care because severance obligations are real costs and potential liabilities that can reduce cash, affect reported profits, and signal how a company handles leadership changes or downsizing, which can influence future performance and shareholder value.
Understanding 8-K Material Events →
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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
May 20, 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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareSPSC
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.

As previously disclosed, on February 10, 2026, Kimberly Nelson, the former Executive Vice President and Chief Financial Officer of the Company, provided the Company with six months’ notice of her intent to retire from the Company. Also as previously disclosed, upon Ms. Nelson’s successor, Joseph Del Preto, assuming the role of Executive Vice President and Chief Financial Officer on March 16, 2026, Ms. Nelson transitioned out of the Chief Financial Officer role on that date, and has continued to serve as an employee of the Company to assist with the transition until her to be determined retirement date.

On May 20, 2026, it was determined that Ms. Nelson’s effective retirement date would be June 1, 2026 (the “Retirement Date”). In order to qualify for retirement treatment under the terms of Ms. Nelson’s equity award agreements, among other requirements, she is to have reached age 58, have at least 10 years of continuous service, and have provided at least six months’ notice of her retirement date. Ms. Nelson has reached age 58 and has continuously served for over 10 years. Due to the sufficient transition period since Mr. Del Preto’s appointment, on May 20, 2026, the Compensation & Talent Committee of the Board of Directors determined to waive the six-month notice period requirement under the definition of “Retirement” in Ms. Nelson’s equity award agreements. As such, Ms. Nelson’s outstanding equity awards will be treated as provided under the retirement provisions of those award agreements upon the Retirement Date. Ms. Nelson will not be entitled to any cash payments or other severance in connection with her retirement.


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: May 21, 2026By:/s/ JOSEPH DEL PRETO
  Joseph Del Preto
  Executive Vice President and Chief Financial Officer
  
 

Source: View Original Filing on SEC EDGAR

FAQ

What did SPS Commerce (SPSC) announce about Kimberly Nelson’s retirement?

SPS Commerce set former CFO Kimberly Nelson’s retirement date as June 1, 2026. She already stepped down as CFO when Joseph Del Preto assumed the role on March 16, 2026 and has remained as an employee to support the leadership transition.

How does SPS Commerce (SPSC) treat Kimberly Nelson’s equity awards at retirement?

Kimberly Nelson’s outstanding equity awards will receive retirement treatment under her equity award agreements. This follows the Compensation & Talent Committee’s decision to waive the six-month notice requirement after confirming she met age and service conditions in those agreements.

Did Kimberly Nelson receive severance in connection with her SPS Commerce (SPSC) retirement?

Kimberly Nelson will not receive any cash payments or other severance tied to her retirement. The filing specifies that only her outstanding equity awards will be treated under the retirement provisions of her award agreements as of her June 1, 2026 retirement date.

Why did SPS Commerce’s Compensation & Talent Committee waive the notice period for Kimberly Nelson?

The committee waived the six-month notice requirement after a sufficient transition period since new CFO Joseph Del Preto’s March 16, 2026 appointment. Ms. Nelson had reached age 58 and served over 10 continuous years, satisfying the other retirement conditions in her equity award agreements.

When did Kimberly Nelson step down as Chief Financial Officer of SPS Commerce (SPSC)?

Kimberly Nelson stepped down from the Chief Financial Officer role on March 16, 2026. On that date, her successor, Joseph Del Preto, assumed the position of Executive Vice President and Chief Financial Officer, while she remained as an employee to assist with the transition.

What prior notice did Kimberly Nelson give SPS Commerce (SPSC) about her retirement?

On February 10, 2026, Kimberly Nelson provided SPS Commerce with notice of her intent to retire. This notice, combined with her age and over 10 years of continuous service, positioned her to qualify for retirement treatment of equity awards once the notice requirement was waived.

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