SPSC Form 4 shows option exercise and tax share sale by director

Rhea-AI Filing Summary

SPS Commerce director Form 4 shows routine stock option activity. On 11/18/2025, the reporting person exercised a stock option for 5,732 shares of Common Stock at an exercise price of $51.8 per share, converting it into Common Stock. On the same date, 3,717 shares were disposed of in a transaction coded "F," typically used for tax withholding, at a price of $79.89 per share. After these transactions, the reporting person directly owned 22,177 shares of SPS Commerce common stock. The option exercised had previously been adjusted from 2,866 to 5,732 shares due to a two-for-one stock split effected as a 100 percent stock dividend announced on July 25, 2019, and is reported as fully vested.

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

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

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^*

SORAN PHILIP

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

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	11/18/2025		M		5,732(1)(2)	A	$51.8	25,894	D
Common Stock	11/18/2025		F		3,717	D	$79.89	22,177	D

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
Stock Option (right to buy)	$51.8(1)	11/18/2025		M			5,732(1)	(3)	05/14/2026	Common Stock	5,732(1)	$0	0	D

Explanation of Responses:

1. This option was previously reported as an option for 2,866 shares of Common Stock at an exercise price of $103.60 per share, but was adjusted to reflect the stock dividend declared by the Issuer on July 25, 2019.

2. On July 25, 2019, the Issuer announced that its board of directors declared a two-for-one stock split of the Common Stock of the Issuer, effected in the form of a 100 percent stock dividend as of the record date on August 8, 2019. The stock split dividend was distributed on August 22, 2019, and at that time pursuant to anti-dilution provisions of the Issuer's 2010 Equity Incentive Plan, an option for 2,866 shares of Common Stock held by the reporting person on August 22, 2019 became an option for 5,732 shares of Common Stock.

3. Fully vested.

Remarks:

	/s/ Jonathan R. Zimmerman, Attorney-in-Fact for Philip Soran	11/20/2025
	** 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 transaction did SPS Commerce (SPSC) report in this Form 4?

The Form 4 reports that a director exercised a stock option for 5,732 shares of SPS Commerce Common Stock at an exercise price of $51.8 per share on 11/18/2025, and then disposed of 3,717 shares in a transaction coded "F" at $79.89 per share.

How many SPS Commerce (SPSC) shares does the reporting person own after this transaction?

Following the reported transactions, the Form 4 shows the reporting person directly owning 22,177 shares of SPS Commerce Common Stock.

What type of derivative security was involved in the SPS Commerce (SPSC) Form 4?

The derivative security was a stock option (right to buy) SPS Commerce Common Stock at an exercise price of $51.8 per share, covering 5,732 shares of Common Stock. After exercise, the Form 4 shows 0 derivative securities remaining beneficially owned.

Why does the SPS Commerce (SPSC) Form 4 reference a 2019 stock split?

The Form 4 notes that an option originally for 2,866 shares at an exercise price of $103.60 per share was adjusted to 5,732 shares to reflect a two-for-one stock split declared on July 25, 2019 and distributed as a 100 percent stock dividend on August 22, 2019.

What does transaction code "F" mean in the SPS Commerce (SPSC) Form 4?

In this Form 4, transaction code "F" is used for the disposition of 3,717 shares of Common Stock at $79.89 per share, a code typically used when shares are withheld to satisfy tax obligations upon an option exercise.

What is the reporting person's relationship to SPS Commerce (SPSC)?

The Form 4 identifies the reporting person as a Director of SPS Commerce, Inc., with the filing made by one reporting person.