SPS Commerce (SPSC) CTO gets 23,295-share award, sells 2,418 shares

Rhea-AI Filing Summary

SPS Commerce executive Jamie Thingelstad reported both a stock award and stock sales. On February 20, 2026, he acquired 23,295 shares of Common Stock as a grant, described as a restricted stock unit award vesting 25% on each anniversary of the grant date. On February 24, 2026, he executed open-market sales totaling 2,418 shares of Common Stock in multiple transactions at weighted average prices of $54.7994 for 1,900 shares and $55.4686 for 518 shares, under a Rule 10b5-1 trading plan adopted on November 4, 2025. Following these transactions, he directly owned 56,344 shares of Common Stock and indirectly held 445.857 shares through a 401(k) plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THINGELSTAD JAMIE

(Last) (First) (Middle)

333 SOUTH SEVENTH STREET

SUITE 1000

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPS COMMERCE INC [ SPSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		23,295(1)	A	$0	58,762	D
Common Stock	02/24/2026		S(2)		1,900	D	$54.7994(3)	56,862	D
Common Stock	02/24/2026		S(2)		518	D	$55.4686(4)	56,344	D
Common Stock								445.857	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted Stock Unit award that vests as to 25% of the units on each anniversary of the date of the grant.

2. Sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 4, 2025.

3. Reflects the weighted average price of 1,900 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 24, 2026, with sales prices ranging from $54.35 to $55.31 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

4. Reflects the weighted average price of 518 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 24, 2026, with sales prices ranging from $55.38 to $55.72 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

Remarks:

	/s/ Jonathan Zimmerman, Attorney-in-Fact for Jamie Thingelstad	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did SPS Commerce (SPSC) report for Jamie Thingelstad?

Jamie Thingelstad reported a grant of 23,295 shares of Common Stock and open-market sales totaling 2,418 shares. The grant occurred February 20, 2026, and the sales occurred February 24, 2026, according to the Form 4 filing.

How many SPS Commerce (SPSC) shares did the insider sell and at what prices?

The insider sold 2,418 shares of SPS Commerce Common Stock on February 24, 2026. Weighted average prices were $54.7994 for 1,900 shares and $55.4686 for 518 shares, across multiple transactions within specified price ranges.

Was the SPS Commerce (SPSC) insider sale made under a Rule 10b5-1 plan?

Yes. The Form 4 states the February 24, 2026 sales were effected under a Rule 10b5-1 trading plan adopted by the reporting person on November 4, 2025, indicating a pre-arranged selling program rather than a discretionary same-day decision.

What type of equity award did the SPS Commerce (SPSC) executive receive?

The executive received a restricted stock unit award for 23,295 shares of Common Stock. The award vests 25% on each anniversary of the grant date, creating a four-year vesting schedule tied to continued service over time.

How many SPS Commerce (SPSC) shares does Jamie Thingelstad own after these transactions?

After the reported transactions, he directly owned 56,344 shares of SPS Commerce Common Stock and indirectly held 445.857 shares through a 401(k) plan, as disclosed in the ownership totals following the transactions on the Form 4.

What is the vesting schedule for the SPS Commerce (SPSC) restricted stock units?

The restricted stock unit award vests as to 25% of the units on each anniversary of the grant date. This structure spreads vesting evenly over four years, aligning the award with longer-term tenure and performance.