Every 8-K that SPS Commerce, Inc. (SPSC) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow SPSC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SPSC filings page.
SPS Commerce reported Q2 2026 revenue of $197.8 million, up 6% from Q2 2025, with recurring revenue also growing 6%. GAAP net income declined to $6.9 million, or $0.19 per diluted share, from $19.7 million, and includes a $23.5 million loss on sale of its 3P Revenue Recovery business. Non-GAAP income was $46.4 million, or $1.27 per diluted share. Adjusted EBITDA rose 19% year over year to $66.6 million, yielding a 34% margin versus 30% a year earlier. Share repurchases totaled $51.2 million in the quarter.
Following the June 30 divestiture, the company expects about $10.5 million less revenue in the second half of 2026, while projecting a neutral impact on Adjusted EBITDA. Q3 2026 guidance calls for revenue of $196.3–$198.3 million, GAAP EPS of $0.72–$0.76 and Adjusted EBITDA of $67.4–$69.4 million. Full-year 2026 revenue is forecast at $788.4–$793.4 million, implying 5–6% growth over 2025, with non-GAAP EPS of $4.84–$4.93 and Adjusted EBITDA of $264.6–$269.1 million, or a 34% margin at the midpoint, about 300 basis points above 2025.
SPS Commerce, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected nine directors, including Fumbi Chima and Chad Collins, each receiving more than 30 million votes for, except Michael McConnell who received 24,552,202 votes for and 6,703,424 against, along with broker non-votes.
Stockholders also ratified the selection of KPMG LLP as the independent auditor for the year ending December 31, 2026, with 32,558,668 votes for, 166,493 against and 8,876 abstentions. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 28,658,147 votes for, 2,600,825 against, 19,565 abstentions and 1,455,500 broker non-votes.
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.
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.
SPS Commerce, Inc. updated how its performance stock units (PSUs) vest if the company undergoes a change in control. The Board’s Compensation & Talent Committee decided to make all outstanding PSUs granted in 2024, 2025 and 2026 follow the same rules.
Under the new PSU Agreement, PSUs for active executives now vest on a double trigger basis. Vesting accelerates only if there is a change in control and, within one year, the executive is terminated without cause, resigns for good reason, or the surviving entity does not continue, assume or replace the awards. In that case, the number of PSUs that vest equals the greater of the target PSUs and the PSUs earned based on actual performance over a shortened performance period.
The revised PSU Agreement, effective April 10, 2026, also covers retired executives who still hold PSUs. For these retirees, PSUs vest upon a change in control in an amount equal to the greater of target PSUs and PSUs earned based on actual performance during the truncated performance period. The updated form will govern future PSU grants under the 2010 Equity Incentive Plan.
SPS Commerce entered a cooperation agreement with investor Anson Funds Management that adds two Anson-supported independent directors, Michael McConnell and Fumbi Chima, to the board and increases the company’s share repurchase authorization to $300 million.
The agreement expands the board to ten seats initially and includes Anson commitments to support the company’s nominees at the 2026 annual meeting and abide by standstill limits, including not acquiring more than 9.9% of outstanding common stock. McConnell joins the Finance & Strategy Committee and Chima joins the Audit Committee.
Long‑time director Sven Wehrwein, age 75, will not stand for reelection at the 2026 annual meeting under the company’s age-based guideline but will serve until then. Following the meeting, the board is expected to have nine directors, eight independent, with four appointed within the past year.
SPS Commerce, Inc. reported strong fourth-quarter and full-year 2025 results while announcing a CFO transition and a larger share repurchase program. Fourth-quarter revenue reached $192.7 million, up 13%, with net income of $25.8 million and non-GAAP diluted EPS of $1.14. Adjusted EBITDA rose 22% to $60.5 million.
For 2025, revenue grew 18% to $751.5 million, net income increased to $93.3 million ($2.46 diluted EPS), and adjusted EBITDA climbed 24% to $231.4 million. The company expanded its share repurchase authorization to $300 million and named Joseph Del Preto as the next CFO, succeeding retiring CFO Kim Nelson after a transition period. 2026 guidance calls for 6–7% revenue growth and 13–15% adjusted EBITDA growth.
SPS Commerce announced a new share repurchase program authorizing up to $100.0 million of common stock. The program becomes effective December 1, 2025 and runs through December 1, 2027, with purchases permitted in the open market or privately negotiated transactions. The company expects to fund repurchases from existing cash and cash flows. Its current program will end on the earlier of July 26, 2026 or full utilization.
The Board appointed Eduardo Rosini as Executive Vice President & Chief Commercial Officer effective December 1, 2025. Daniel Juckniess, EVP & Chief Revenue Officer, gave notice of retirement; he will step down as an executive officer on the Transition Date and retire on December 31, 2025. The Compensation & Talent Committee waived age, service and notice conditions so his outstanding equity awards receive retirement treatment at his Retirement Date. The company also furnished a press release with results for the quarter and nine months ended September 30, 2025.
SPS Commerce, Inc. reported that on August 18, 2025 its Board increased in size from seven to eight members and appointed Mark Partin as a director effective that date. Mr. Partin will serve until the 2026 annual meeting and has been determined by the Board to qualify as an independent director under Nasdaq and SEC rules. The Board also appointed him to the Audit Committee.
Mr. Partin will be compensated under the company’s non-employee director program and will sign the company’s standard indemnification agreement. The filing states there are no arrangements, understandings, relationships, or related transactions involving Mr. Partin that must be reported under Regulation S-K Item 404(a).