SPS Commerce (SPSC) CFO logs 6,300-share sale and 39,689 RSU grant

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

SPS Commerce Executive Vice President and CFO Kimberly K. Nelson reported multiple stock transactions. On February 20, 2026, she sold a total of 6,300 shares of common stock in three open-market trades under a Rule 10b5-1 trading plan adopted on May 1, 2025. The weighted average sale prices ranged from $57.55 to $59.91 per share.

On the same date, she acquired 39,689 shares through a restricted stock unit award that vests 25% on each anniversary of the grant date. After these transactions, she directly owned 145,452 shares of common stock and held an additional 476.375 shares indirectly through a 401(k) plan.

Insights

CFO filed a net-sell Form 4 with a sizable new RSU grant.

Kimberly K. Nelson, EVP & CFO of SPS Commerce, executed pre-planned open-market sales totaling 6,300 shares of common stock on February 20, 2026. These trades were carried out under a Rule 10b5-1 trading plan, with weighted average prices between $57.55 and $59.91 per share.

She also received a 39,689-share restricted stock unit award, vesting 25% on each anniversary of the grant date, which increases her long-term equity exposure. Following all reported transactions, her direct ownership stood at 145,452 shares, plus 476.375 shares held indirectly via a 401(k) plan.

Insider Trade Summary

Net Seller: 6,300 shares ($369,527)

Net Sell 5 txns

Insider Nelson Kimberly K.

Role EVP & CFO

Sold 6,300 shs ($370K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,700	$58.0868	$215K
Sale	Common Stock	1,200	$59.1854	$71K
Sale	Common Stock	1,400	$59.7027	$84K
Grant/Award	Common Stock	39,689	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 148,052 shares (Direct); Common Stock — 476.375 shares (Indirect, By 401(k) Plan)

Footnotes (1)

Sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 1, 2025. Reflects the weighted average price of 3,700 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2026, with sales prices ranging from $57.55 to $58.46 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. Reflects the weighted average price of 1,200 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2026, with sales prices ranging from $58.55 to $59.51 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. Reflects the weighted average price of 1,400 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2026, with sales prices ranging from $59.55 to $59.91 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. Restricted Stock Unit award that vests as to 25% of the units on each anniversary of the date of the grant.

Form 4 Insider Transactions: What Each Field Means →

02/24/2026 - 04:53 PM

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).

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^*

Nelson Kimberly K.

(Last)

(First)

(Middle)

333 SOUTH SEVENTH STREET

SUITE 1000

(Street)

MINNEAPOLIS

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 & CFO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/20/2026		S⁽¹⁾		3,700	D	$58.0868⁽²⁾	148,052	D
Common Stock	02/20/2026		S⁽¹⁾		1,200	D	$59.1854⁽³⁾	146,852	D
Common Stock	02/20/2026		S⁽¹⁾		1,400	D	$59.7027⁽⁴⁾	145,452	D
Common Stock	02/20/2026		A		39,689⁽⁵⁾	A	$0	185,141	D
Common Stock								476.375	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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

2. Reflects the weighted average price of 3,700 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2026, with sales prices ranging from $57.55 to $58.46 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.

3. Reflects the weighted average price of 1,200 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2026, with sales prices ranging from $58.55 to $59.51 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 1,400 shares of Common Stock of the Issuer sold by the reporting person in multiple transactions on February 20, 2026, with sales prices ranging from $59.55 to $59.91 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.

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

Remarks:

	/s/ Jonathan R. Zimmerman, attorney-in-fact for Kimberly K. Nelson	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider stock transactions did SPS Commerce (SPSC) CFO Kimberly K. Nelson report?

Kimberly K. Nelson reported selling 6,300 shares of SPS Commerce common stock and receiving a 39,689-share restricted stock unit award. All sales occurred on February 20, 2026 as open-market transactions under a pre-established Rule 10b5-1 trading plan.

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

The CFO sold 6,300 SPS Commerce common shares in three trades: 3,700, 1,200, and 1,400 shares. Weighted average sale prices ranged from $57.55 to $59.91 per share, reflecting multiple transactions within each price band on February 20, 2026.

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

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted by the CFO on May 1, 2025. Such plans pre-schedule trades, helping separate personal trading decisions from later nonpublic information.

What equity award did the SPS Commerce (SPSC) CFO receive in this Form 4?

She received a restricted stock unit award for 39,689 shares of common stock. The award vests as to 25% of the units on each anniversary of the grant date, creating a four-year vesting schedule that ties compensation to long-term company performance.

How many SPS Commerce (SPSC) shares does the CFO own after these transactions?

After the reported transactions, the CFO directly owned 145,452 shares of SPS Commerce common stock. She also indirectly held 476.375 additional shares through a 401(k) plan, according to the ownership details disclosed in the Form 4.

What is the net effect of the SPS Commerce (SPSC) CFO’s Form 4 transactions on her holdings?

The CFO executed net sales of 6,300 shares but simultaneously received a 39,689-share restricted stock unit award. Overall, her reported direct holdings increased to 145,452 shares, reinforcing significant ongoing equity exposure to SPS Commerce stock.