FALSE000109269900010926992026-02-122026-02-12
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
February 12, 2026
Date of report (Date of earliest event reported)
SPS COMMERCE, INC.
(Exact Name of Registrant as Specified in its Charter)
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| 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):
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| ☐ | 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 1.01. Entry into a Material Definitive Agreement.
On February 12, 2026, SPS Commerce, Inc. (the “Company”) entered into a cooperation letter agreement (the “Cooperation Agreement”) with Anson Funds Management LP (“Anson”).
Pursuant to the Cooperation Agreement, and concurrently with the execution of the Cooperation Agreement, the Company increased the size of the Company’s board of directors (the “Board”) to ten and appointed Michael J. McConnell and Funmibi “Fumbi” Chima to the Board (collectively, the “New Directors”). Additionally, the Company agreed to, among other things, nominate each of the New Directors for election at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”).
With respect to the 2026 Annual Meeting, Anson agreed to, among other things, vote in favor of the Company’s director nominees and in accordance with the Board’s recommendation on all other proposals, subject to certain exceptions.
Anson also agreed to certain customary standstill provisions, effective as of the date of the Cooperation Agreement through the date that is the earliest of (i) 30 calendar days prior to the stockholder nomination deadline for the Company’s 2027 annual meeting of stockholders, (ii) 120 days prior to the anniversary of the date of the 2026 Annual Meeting, and (iii) the one-year anniversary of the date the Cooperation Agreement, prohibiting it from, among other things, (A) making certain public announcements, (B) soliciting proxies, (C) purchasing shares representing more than 9.9% of the Company’s outstanding common stock, (D) taking actions or make proposals to change or influence the Board, Company management, or the direction of certain Company matters, and (E) exercising certain stockholder rights.
The Company and Anson also made certain customary representations, agreed to mutual non-disparagement provisions and agreed to issue the press release attached hereto as Exhibit 99.1.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors under Cooperation Agreement
Pursuant to the Cooperation Agreement, on February 12, 2026, the Company appointed each of the New Directors to the Board, effective immediately. The New Directors will receive the Company’s standard compensation for non-employee directors, as described in the Company’s proxy statement for its 2025 annual meeting of stockholders, which was filed on March 28, 2025.
Mr. McConnell, age 59, has served as a non-executive director at 16 public and five private companies, including as a previous director of the Company. Mr. McConnell has been appointed as a member of the Board’s Finance & Strategy Committee.
Ms. Chima, age 51, most recently served as Chief Technology, Digital, and Transformation Officer at Boeing Credit Union, a non-profit financial cooperative, from September 2020 to November 2024, and before that served in senior executive roles at several prominent retail and financial companies. Ms. Chima has been appointed as a member of the Board’s Audit Committee.
Other than as described in Item 1.01 above, there are no arrangements or understandings between any of the New Directors and any other person pursuant to which they were selected as directors.
Director Not Standing for Reelection
In accordance with the long-standing age limitation set forth in the Company’s Corporate Governance Guidelines, Sven Wehrwein, age 75, will not stand for reelection at the 2026 Annual Meeting, but remains a director until his current term ends at the 2026 Annual Meeting.
Item 7.01. Regulation FD Disclosure.
On February 12, 2026, the Company issued a press release announcing the matters described in Items 1.01 and 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| Exhibit No. | Exhibit |
| 10.1 | Cooperation Agreement, dated February 12, 2026, by SPS Commerce, Inc. and Anson Funds Management LP |
| 99.1 | Press Release dated February 12, 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.
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| | SPS COMMERCE, INC. |
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| Date: February 12, 2026 | By: | /s/ KIMBERLY NELSON |
| | | Kimberly Nelson |
| | | Executive Vice President and Chief Financial Officer |
| | | |
Exhibit 99.1
Contact:
Investor Relations
The Blueshirt Group
Irmina Blaszczyk
SPSC@blueshirtgroup.com
SPS Commerce Appoints New Independent Directors to the Board
Enters into Cooperation Agreement with Anson Funds
MINNEAPOLIS, February 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.
