SPS Commerce reported $25.57 million net income for Q3 2025.

Cover page 2 changes

3 unchanged paragraphs

For the Quarterly Period Ended: June September 30, 2025

19 unchanged paragraphs

The number of shares of the registrant's common stock, par value $0.001 per share, outstanding at July October 23, 2025 was 37,908,762 37,709,094 sh ares .

2 unchanged paragraphs

Financial statements 190 changes

1 unchanged paragraph

Accounts receivable 72,798 56,214

Other assets 27,453 23,513

(in thousands, except shares) June September 30,

Cash and cash equivalents $ 107,603 133,725 $ 241,017

Accounts receivable 73,339 56,214

Allowance for credit losses ( 5,286 5,900 ) ( 4,179 )

Accounts receivable, net 67,512 67,439 52,035

Deferred costs 66,809 66,510 65,342

Other assets 47,947 23,513

Total current assets 269,377 315,621 381,907

Property and equipment, net 40,150 41,448 37,547

Operating lease right-of-use assets 7,395 6,723 8,192

Goodwill 543,514 543,035 399,180

Intangible assets, net 237,105 225,262 181,294

Deferred costs, non-current 21,095 20,769 20,572

Deferred income tax assets 645 463 505

Other assets, non-current 1,823 5,359 2,033

Total assets $ 1,121,104 1,158,680 $ 1,031,230

1 unchanged paragraph

Accounts payable $ 11,604 $ 8,577

Accrued compensation 38,708 47,160

Deferred revenue 79,198 74,256

Total liabilities 171,324 176,540

Accounts payable $ 12,745 $ 8,577

Accrued compensation 51,795 47,160

Accrued expenses 12,710 12,318 12,108

Deferred revenue 77,566 74,256

Operating lease liabilities 5,749 5,623 4,583

Total current liabilities 147,969 160,047 146,684

Deferred revenue, non-current 5,477 5,150 6,189

Operating lease liabilities, non-current 5,049 4,021 7,885

Deferred income tax liabilities 12,533 30,223 15,541

Other liabilities, non-current 296 299 241

Total liabilities 199,740 176,540

Commitments and contingencies (Note I)

2 unchanged paragraphs

Retained earnings 378,028 336,099

Common stock, $ 0.001 par value; 110,000,000 shares authorized; 39,904,087 39,969,060 and 39,590,276 shares issued; and 37,927,432 37,732,760 and 37,661,308 shares outstanding, respectively

Treasury stock, at cost; 1,976,655 2,236,300 and 1,928,968 shares, respectively ( 122,096 152,096 ) ( 99,748 )

Additional paid-in capital 693,113 708,318 627,982

Retained earnings 403,597 336,099

Accumulated other comprehensive gain loss 695 ( 919 ) ( 9,683 )

Total stockholders' equity 949,780 958,940 854,690

Total liabilities and stockholders' equity $ 1,121,104 1,158,680 $ 1,031,230

1 unchanged paragraph

Form 10-Q for the Quarterly Period ended June September 30, 2025

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Revenues $ 187,400 $ 153,596 $ 368,949 $ 303,172

Cost of revenues 59,826 52,018 116,740 103,505

Gross profit 127,574 101,578 252,209 199,667

Sales and marketing 43,434 35,691 85,068 72,123

Research and development 17,271 14,366 34,710 30,375

General and administrative 30,890 23,516 61,908 49,423

Amortization of intangible assets 9,509 4,840 18,097 9,178

Total operating expenses 101,104 78,413 199,783 161,099

Income from operations 26,470 23,165 52,426 38,568

Other income, net 773 4,056 2,980 7,188

Income before income taxes 27,243 27,221 55,406 45,756

Income tax expense 7,510 9,189 13,477 9,721

Net income $ 19,733 $ 18,032 $ 41,929 $ 36,035

Revenues $ 189,904 $ 163,686 $ 558,853 $ 466,858

Cost of revenues 57,932 51,624 174,672 155,129

Gross profit 131,972 112,062 384,181 311,729

Sales and marketing 42,322 37,577 127,390 109,700

Research and development 17,276 15,292 51,986 45,667

General and administrative 31,690 27,152 93,598 76,575

Amortization of intangible assets 9,493 6,470 27,590 15,648

Total operating expenses 100,781 86,491 300,564 247,590

Income from operations 31,191 25,571 83,617 64,139

Other income, net 1,260 3,778 4,240 10,966

Income before income taxes 32,451 29,349 87,857 75,105

Income tax expense 6,882 5,889 20,359 15,610

Net income $ 25,569 $ 23,460 $ 67,498 $ 59,495

1 unchanged paragraph

Foreign currency translation adjustments 8,151 ( 901 ) 10,378 ( 4,218 )

Total other comprehensive income (expense) 8,151 ( 1,125 ) 10,378 ( 4,575 )

Comprehensive income $ 27,884 $ 16,907 $ 52,307 $ 31,460

Foreign currency translation adjustments ( 1,614 ) 3,332 8,764 ( 886 )

Unrealized gain on investments, net of tax of $ — , $ 164 28 , $ — , and $ 335 363 , respectively

Reclassification of gain on investments into earnings, net of tax of $ — , $( 238 83 ), $ — , and $( 454 537 ), respectively

Total other comprehensive income (expense) ( 1,614 ) 3,168 8,764 ( 1,407 )

Comprehensive income $ 23,955 $ 26,628 $ 76,262 $ 58,088

1 unchanged paragraph

Basic $ 0.52 $ 0.49 $ 1.10 $ 0.97

1 unchanged paragraph

1 unchanged paragraph

4 unchanged paragraphs

1 unchanged paragraph

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4 unchanged paragraphs

1 unchanged paragraph

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3 unchanged paragraphs

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and 110 more changes in the filing

Note A: General 7 changes

8 unchanged paragraphs

There were no material changes in our significant accounting policies, nor were there differences in the basis of our segmentation, during the six nine months ended June September 30, 2025 . See Note A to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

Form 10-Q for the Quarterly Period ended September 30, 2025

7 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June 30, 2025

ASU 2025-05 , Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets

July 2025 This amendment allows for entities to elect a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. 2026 (optional) We are currently evaluating the election of the practical expedient on our financial statements and related disclosures.

ASU 2025-06 , Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)

September 2025 This amendment modernizes the accounting for software costs under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software by removing all references to software development project stages. The amendment requires an entity to begin capitalizing software costs when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. 2028 We are currently evaluating the adoption on our financial statements and related disclosures.

Note B: Business Acquisitions 19 changes

3 unchanged paragraphs

The following unaudited pro forma financial information presents the combined results of SPS and Carbon6 assuming the acquisition was completed as of the beginning of the prior fiscal year, January 1, 2024. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined companies would have been, nor are they indicative of future results of operations.

Form 10-Q for the Quarterly Period ended September 30, 2025

forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined companies would have been, nor are they indicative of future results of operations.

1 unchanged paragraph

June 30, Six Months Ended

Pro forma consolidated revenue and net income for the three and six nine months ended June September 30, 2025 and 2024 are as follows:

September 30, Nine Months Ended

1 unchanged paragraph

Revenue $ 187,400 $ 163,936 $ 373,130 $ 322,056

Net income 19,733 17,092 41,516 30,203

Revenue $ 189,904 $ 175,247 $ 563,034 $ 497,303

Net income 25,569 22,489 67,085 52,693

3 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June September 30, 2025

8 unchanged paragraphs

Customer relationships 46,704 62,967

Other assets, current and non-current 7,554 8,665 1,712

Customer relationships 44,535 62,967

3 unchanged paragraphs

Goodwill $ 137,864 $ 133,829

Deferred income tax liabilities, net ( 7,826 7,271 ) ( 10,705 )

Total fair value of assets and liabilities acquired $ 74,663 74,160 $ 78,096

Goodwill $ 138,367 $ 133,829

3 unchanged paragraphs

(1) The purchase accounting for the Carbon6 acquisition has not been finalized as of June September 30, 2025; provisional amounts are primarily related to intangible assets, tax components and correspondingly, goodwill. We will finalize the allocation of the purchase price within the one-year measurement period following the acquisition.

1 unchanged paragraph

Note C: Revenue 31 changes

2 unchanged paragraphs

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Fulfillment $ 158,991 $ 125,512 $ 311,622 $ 247,365

Analytics 13,944 13,510 27,646 27,524

Other 6,186 4,959 12,182 8,776

Recurring revenues 179,121 143,981 351,450 283,665

One-time revenues 8,279 9,615 17,499 19,507

Total revenue $ 187,400 $ 153,596 $ 368,949 $ 303,172

Fulfillment $ 161,839 $ 135,290 $ 473,462 $ 382,654

Analytics 14,142 13,838 41,787 41,361

Other 6,010 5,328 18,191 14,107

Recurring revenues 181,991 154,456 533,440 438,122

One-time revenues 7,913 9,230 25,413 28,736

Total revenue $ 189,904 $ 163,686 $ 558,853 $ 466,858

Form 10-Q for the Quarterly Period ended June September 30, 2025

2 unchanged paragraphs

June 30, Six Months Ended

Domestic revenue 85 % 83 % 85 % 83 %

September 30, Nine Months Ended

Domestic revenue 84 % 83 % 84 % 83 %

7 unchanged paragraphs

June 30, Six Months Ended

The table below presents the activity of the portion of the deferred revenue liability relating to set-up fees. We expect to recognize $ 11.6 11.1 million of the balance as of June September 30, 2025 as revenue over the next 12 months with the remaining amount recognized thereafter.

September 30, Nine Months Ended

1 unchanged paragraph

Invoiced set-up fees 3,542 5,353 6,949 9,520

Recognized set-up fees ( 4,231 ) ( 4,411 ) ( 8,677 ) ( 8,763 )

Balance, end of period $ 15,007 $ 18,360 $ 15,007 $ 18,360

Balance, beginning of period $ 15,696 15,007 $ 17,418 18,360 $ 16,735 $ 17,603

Invoiced set-up fees 3,463 3,866 10,412 13,387

Recognized set-up fees ( 3,998 ) ( 4,519 ) ( 12,675 ) ( 13,283 )

Balance, end of period $ 14,472 $ 17,707 $ 14,472 $ 17,707

3 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June September 30, 2025

We recognized revenue reven ue of $ 58.4 68.3 million and $ 51.6 61.8 million in the six nine months ended June September 30, 2025 and 2024, respectively, from amounts included in deferred revenue at the beginning of the period.

Note D: Deferred Costs 8 changes

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Incurred deferred costs 24,112 23,022 52,730 44,952

Amortized deferred costs ( 24,731 ) ( 22,342 ) ( 50,740 ) ( 42,774 )

Balance, beginning of period $ 88,523 87,904 $ 84,248 84,928 $ 85,914 $ 82,750

Incurred deferred costs 25,138 22,532 77,868 67,483

Amortized deferred costs ( 25,763 ) ( 21,993 ) ( 76,503 ) ( 64,766 )

Balance, end of period $ 87,904 87,279 $ 84,928 85,467 $ 87,904 87,279 $ 84,928 85,467

Note E: Fair Value Measurements 2 changes

1 unchanged paragraph

June September 30, 2025 December 31, 2024

1 unchanged paragraph

Money market funds Level 1 $ 85,631 101,618 $ — $ 85,631 101,618 $ 178,417 $ — $ 178,417

Note F: Allowance for Credit Losses 5 changes

3 unchanged paragraphs

Provision for credit losses 4,111 3,646

Provision for credit losses 6,843 6,239

Write-offs, net of recoveries ( 3,004 5,122 ) ( 3,008 5,085 )

Balance, end of period $ 5,286 5,900 $ 3,958 4,474

Form 10-Q for the Quarterly Period ended June September 30, 2025

Note G: Property and Equipment, Net 11 changes

1 unchanged paragraph

Computer equipment 26,693 27,890

(in thousands) June September 30, 2025 December 31, 2024

Internally developed software $ 84,651 89,209 $ 73,617

Computer equipment 23,646 27,890

Leasehold improvements 15,058 15,065 14,999

Office equipment and furniture 8,984 9,144 8,796

Property and equipment, cost 135,386 137,064 125,302

Less: accumulated depreciation and amortization ( 95,236 95,616 ) ( 87,755 )

Total property and equipment, net $ 40,150 41,448 $ 37,547

1 unchanged paragraph

June September 30, 2025 December 31, 2024

International property and equipment 23 24 % 18 %

Note H: Goodwill and Intangible Assets, Net 14 changes

1 unchanged paragraph

(in thousands) Six Nine Months Ended

2 unchanged paragraphs

Foreign currency translation 6,773 5,790

Remeasurement from provisional purchase accounting amount and other 7,995 8,499

Balance, end of period $ 543,514 543,035

4 unchanged paragraphs

Customer relationships $ 216,631 $ ( 57,778 ) $ 2,057 $ 160,910 7.0 years

Developed technology 105,599 ( 30,405 ) 1,001 76,195 6.5 years

$ 322,230 $ ( 88,183 ) $ 3,058 $ 237,105 6.9 years

Customer relationships $ 214,462 $ ( 63,877 ) $ 1,908 $ 152,493 6.8 years

Developed technology 105,599 ( 33,801 ) 971 72,769 6.3 years

$ 320,061 $ ( 97,678 ) $ 2,879 $ 225,262 6.6 years

Form 10-Q for the Quarterly Period ended September 30, 2025

6 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June 30, 2025

1 unchanged paragraph

Remainder of 2025 $ 19,337 9,568

Total future amortization $ 237,105 225,262

Note I: Commitments and Contingencies 20 changes

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Operating lease cost $ 1,294 $ 798 $ 2,215 $ 1,612

Variable lease cost 934 965 1,816 1,919

Operating lease cost $ 1,243 $ 884 $ 3,458 $ 2,496

Variable lease cost 916 824 2,732 2,743

3 unchanged paragraphs

Operating cash outflows from operating leases $ 3,124 4,821 $ 2,423 3,801

Right-of-use assets obtained in exchange for operating lease liabilities 1,092 533 1,491 2,554

1 unchanged paragraph

June September 30, 2025 December 31, 2024

Weighted-average remaining lease term 1.9 1.7 years 2.4 years

1 unchanged paragraph

Form 10-Q for the Quarterly Period ended June September 30, 2025

At June September 30, 2025, our future minimum payments under operating leases were as follows:

Remainder of 2025 $ 3,637 2,057

Total future gross payments $ 11,284 10,017

Less: imputed interest ( 486 373 )

Total operating lease liabilities $ 10,798 9,644

In October 2025, we executed the sixth amendment to our lease agreement (the "Amendment") for our current headquarters located in Minneapolis, Minnesota where we lease approximately 198,000 square feet effective October 1, 2025. The Amendment extends the lease term to end in July 2043. Minimum lease payments under the Amendment are $ 2.7 million in year 1, $ 2.0 million in years 2-3, $ 5.7 million in years 3-5, and $ 46.1 million thereafter.

1 unchanged paragraph

We have entered into separate noncancelable agreements with vendors for computing infrastructure, software platforms, and other service arrangements through 2030. At June September 30, 2025, our remaining purchase commitments and estimated purchase timing were as follows:

Remainder of 2025 $ 8,864 4,432

Total estimated future purchases $ 22,154 17,616

Note J: Stockholders' Equity 13 changes

1 unchanged paragraph

Our board of directors has authorized multiple non-concurrent programs to repurchase our common stock. Details of the programs and activity thereunder through June September 30, 2025 were as follows:

2 unchanged paragraphs

2024 Program August 2024 July 2026 100,000 59,991 89,986 N/A $ 40,009 10,014

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Number of shares repurchased 144,786 95,395 425,787 204,875

Total share repurchased cost $ 20,000 $ 17,483 $ 60,000 $ 37,483

Number of shares repurchased 259,645 456 685,432 205,331

Total share repurchased cost $ 30,000 $ 84 $ 90,000 $ 37,567

Average total cost per repurchased share $ 138.13 115.54 $ 183.27 184.21 $ 140.92 131.30 $ 182.96

On October 29, 2025 (announced October 30, 2025), our board of directors authorized a program to repurchase up to $ 100.0 million of our common stock, excluding costs to obtain. Under the program, purchases may be made from time

Form 10-Q for the Quarterly Period ended September 30, 2025

to time in the open market or in privately negotiated purchases, or both. The share repurchase program will become effective December 1, 2025 and expires on December 1, 2027.

1 unchanged paragraph

In connection with the acquisition of SupplyPike and Carbon6 in the six months ended June 30, 2025 , the t he Company re-issued treasury shares as part of the purchase consideration (see Note B – Business Combinations for further information).

Note K: Stock-Based Compensation 54 changes

Form 10-Q for the Quarterly Period ended June 30, 2025

Our equity compensation plans include grants of incentive and nonqualified stock options, performance share units ("PSUs"), restricted stock awards ("RSAs"), restricted stock units ("RSUs"), and deferred stock units ("DSUs"), to employees, executive officers, and non-employee directors. We also provide an employee stock purchase plan ("ESPP") and 401(k) match to eligible participants. At June September 30, 2025, there were 11.9 11.8 million shares available for grant under approved equity compensation plans.

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Cost of revenues $ 3,328 $ 2,730 $ 6,439 $ 6,812

Sales and marketing 3,357 2,512 5,784 6,956

Research and development 2,135 1,820 4,152 5,062

General and administrative 6,178 4,432 12,490 12,682

Cost of revenues $ 3,171 $ 1,412 $ 9,610 $ 8,224

Sales and marketing 3,486 2,820 9,270 9,776

Research and development 2,354 1,939 6,506 7,001

General and administrative 5,442 4,581 17,932 17,263

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Stock options $ 472 $ 506 $ 1,021 $ 1,003

PSUs 3,127 2,445 6,134 4,890

RSUs & DSUs 9,837 6,952 18,470 22,443

ESPP 783 802 1,619 1,523

401(k) stock match 779 700 1,508 1,438

Stock options $ 461 $ 514 $ 1,482 $ 1,517

PSUs 2,846 2,260 8,980 7,149

RSUs & DSUs 9,471 6,309 27,941 28,751

ESPP 870 800 2,489 2,323

401(k) stock match 805 757 2,313 2,195

As of June September 30, 2025, there was $ 91.1 86.7 million of unrecognized stock-based compensation expense under our equity compensation plans, which is expected to be recognized on a primarily straight-line basis over a weighted average period of 2.5 2.4 years.

Form 10-Q for the Quarterly Period ended September 30, 2025

3 unchanged paragraphs

Granted 55,302 145.67

Exercised ( 37,301 ) 64.54

Forfeited ( 8,988 ) 163.64

Outstanding, end of period 298,387 $ 115.70

Form 10-Q for the Quarterly Period ended June 30, 2025

Granted 60,724 142.52

Exercised ( 52,831 ) 65.91

Forfeited ( 15,354 ) 162.62

Outstanding, end of period 281,913 $ 117.13

Of the total outstanding options at June September 30, 2025, 0.2 million were exercisable. The outstanding and exercisable options had a weighted average exercise price of $ 98.32 100.92 per share and a weighted average remaining contractual life of 2.7 2.6 years.

The weighted average grant date fair value of options granted during the six nine months ended June September 30, 2025 was $ 50.38 49.39 per share. This was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

6 unchanged paragraphs

Granted 387,559 153.72

Forfeited ( 33,989 ) 178.37

Outstanding, end of period 811,976 $ 177.80

Granted 484,282 145.07

Vested and common stock issued ( 231,116 276,256 ) 144.97 147.72

Forfeited ( 51,665 ) 171.39

Outstanding, end of period 845,883 $ 171.36

The number of PSUs, RSUs, RSAs, and DSUs outstanding at June September 30, 2025 included less than 0.1 million units that have vested, but the shares of common stock have not yet been issued, pursuant to the terms of the underlying agreements.

Form 10-Q for the Quarterly Period ended September 30, 2025

2 unchanged paragraphs

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Amounts for shares purchased $ 5,015 $ 4,828 $ 5,426 $ 5,219

Shares purchased 43,349 30,185 45,979 32,583

Amounts for shares purchased $ 498 $ 453 $ 5,924 $ 5,672

Shares purchased 4,303 2,833 50,282 35,416

A total of 1.6 million shares of common stock are reserved for issuance under the ESPP at June September 30, 2025.

2 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June 30, 2025

Note L: Income Taxes 1 change

2 unchanged paragraphs

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the U.S., making permanent most of the expiring key provisions of the 2017 Tax Cuts and Jobs Act, including, but not limited to, U.S. corporate international tax provisions, federal bonus depreciation and deductions for domestic research and development expenditures. We are currently evaluating evaluated the OBBBA and estimated the 2025 impact to be primarily a reduction in cash taxes due to the accelerated deduction of OBBBA on our financial condition previously capitalized research and results experimental expenditures. In addition, we expect the Foreign Derived Intangible Income (FDII) deduction will be adversely affected. The remaining provisions of operations. the OBBBA are not expected to have a material impact.

Note M: Other Income and Expense 10 changes

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Investment income $ 688 $ 2,794 $ 2,537 $ 5,673

Other income (expense), net ( 22 ) 7 ( 30 ) ( 44 )

Total other income, net $ 773 $ 4,056 $ 2,980 $ 7,188

Investment income $ 1,076 $ 2,704 $ 3,613 $ 8,377

Realized gain from investments held and foreign currency impact on cash and investments 107 1,255 473 1,559 205 1,077 678 2,636

Other expense, net ( 21 ) ( 3 ) ( 51 ) ( 47 )

Total other income, net $ 1,260 $ 3,778 $ 4,240 $ 10,966

Form 10-Q for the Quarterly Period ended September 30, 2025

Note N: Net Income Per Share 19 changes

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Net income $ 19,733 $ 18,032 $ 41,929 $ 36,035

Weighted average common shares outstanding, diluted 38,099 37,683 38,132 37,690

Net income $ 25,569 $ 23,460 $ 67,498 $ 59,495

Weighted average common shares outstanding, basic 37,965 37,078 37,978 37,063 37,895 37,447 37,939 37,192

Options to purchase common stock and ESPP 51 145 73 157 86 167 159

PSUs, RSUs, RSAs, and DSUs 61 448 68 460 47 404 58 434

Weighted average common shares outstanding, diluted 37,993 37,996 38,070 37,785

1 unchanged paragraph

Basic $ 0.52 $ 0.49 $ 1.10 $ 0.97

Diluted $ 0.52 $ 0.48 $ 1.10 $ 0.96

Form 10-Q for the Quarterly Period ended June 30, 2025

Basic $ 0.67 $ 0.63 $ 1.78 $ 1.60

Diluted $ 0.67 $ 0.62 $ 1.77 $ 1.57

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Anti-dilutive shares 307 276 319 227

Anti-dilutive shares 603 130 371 118

Form 10-Q for the Quarterly Period ended June September 30, 2025

MD&A 155 changes

9 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June September 30, 2025

3 unchanged paragraphs

Results of Operations

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

The following table presents our results of operations for the periods indicated:

Three Months Ended June 30,

($ in thousands) $ % of revenue (1)

Revenues $ 187,400 100 % $ 153,596 100 % $ 33,804 22 %

Cost of revenues 59,826 32 52,018 34 7,808 15

Gross profit 127,574 68 101,578 66 25,996 26

Sales and marketing 43,434 23 35,691 23 7,743 22

Research and development 17,271 9 14,366 9 2,905 20

General and administrative 30,890 16 23,516 15 7,374 31

Amortization of intangible assets 9,509 5 4,840 3 4,669 96

Total operating expenses 101,104 54 78,413 51 22,691 29

Income from operations 26,470 14 23,165 15 3,305 14

Other income, net 773 — 4,056 3 (3,283) (81)

Income before income taxes 27,243 15 27,221 18 22 —

Income tax expense 7,510 4 9,189 6 (1,679) (18)

Net income $ 19,733 11 % $ 18,032 12 % $ 1,701 9 %

(1) Amounts in column may not foot due to rounding

Revenues - Revenues increased for the 98th consecutive quarter. The increase in revenue period-over-period resulted from an increase in ARPU and from an increase in recurring revenue customers that was driven primarily by business acquisitions and continued business growth.

• ARPU increased 3% to approximately $13,200 for the three months ended June 30, 2025. This was primarily attributable to increased usage of our products by our recurring revenue customers, partially offset by the addition of 3P recurring revenue customers.

• The number of recurring revenue customers increased 21% to approximately 54,500 at June 30, 2025. Of the total recurring revenue customers, a pproximately 46,300 are 1P recurring revenue customers and the remainder are 3P recurring revenue customers. The increase in recurring revenue customers is primarily due to recent acquisitions of 3P recurring revenue customers, which have an inconsequential impact on recurring revenue. New recurring revenue customers do not have a meaningful contribution to revenue at the beginning of their tenure, and therefore a majority of the increased revenue was generated from existing recurring revenue customers.

• Approximately 50 1P recurring revenue customers were added in May 2024 due to the acquisition of the existing customer base of Traverse Systems , and approximately 200 1P recurring revenue customers were added in July 2024 due to the acquisition of the existing customer base of SupplyPike . Additionally, approximately 8,500 recurring revenue customers were added in February 2025 due to the acquisition of the existing customer base of Carbon6 , of which approximately 300 are 1P recurring revenue customers and the remainder are 3P recurring revenue customers.

Recurring revenues increased 24% to $179.1 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 . Recurring revenues accounted for 96% and 94% of our total revenues for the three months ended June 30, 2025 and 2024, respectively. We anticipate that the number of recurring revenue customers and ARPU will increase as we execute our growth strategy focused on further penetration of our market.

Cost of Revenues - The increase in cost of revenues was primarily due to increased headcount, which resulted in an increase of $3.3 million in personnel-related costs. Additionally, there was an increase in software subscriptions of $2.2 million due to general growth of our business.

Sales and Marketing Expenses - The increase in sales and marketing expense was primarily due to increased headcount, which resulted in an increase of $4.6 million in personnel-related costs.

Research and Development Expenses - The increase in research and development expense was primarily due to increased headcount, which resulted in an increase of $1.1 million in personnel-related costs.

General and Administrative Expenses - The increase in general and administrative expense was primarily due to increased headcount, which resulted in an increase of $2.7 million in personnel-related costs. Additionally, there was an increase in stock-based compensation expense of $1.7 million.

Amortization of Intangible Assets - The increase in amortization of intangible assets was driven by acquired intangible assets related to recent business combinations.

Other Income, Net - The decrease in other income, net was primarily due to a decrease in investment income.

Income Tax Expense - The decrease in income tax expense was primarily driven by the change in non-deductible compensation and the tax impact of equity award exercise and settlement activity. Excess tax benefits generated upon the settlement or exercise of stock awards are recognized as a reduction to income tax expense and, as a result, we expect that our annual effective income tax rate will fluctuate.

Form 10-Q for the Quarterly Period ended June 30, 2025

Adjusted EBITDA - Adjusted EBITDA consists of net income adjusted for income tax expense, depreciation and amortization expense, stock-based compensation expense, realized gain or loss from investments held and foreign currency impact on cash and investments, investment income, and other adjustments as necessary for a fair presentation. Other adjustments for the three months ended June 30, 2025 included the expense impact from disposals of certain capitalized internally developed software . Net income is the comparable GAAP measure of financial performance.

The following table provides a reconciliation of net income to Adjusted EBITDA:

(in thousands) 2025 2024

Net income $ 19,733 $ 18,032

Income tax expense 7,510 9,189

Depreciation and amortization of property and equipment 4,991 4,683

Amortization of intangible assets 9,509 4,840

Stock-based compensation expense 14,998 11,494

Realized gain from investments held and foreign currency impact on cash and investments (107) (1,255)

Investment income (688) (2,794)

Adjusted EBITDA $ 56,052 $ 44,189

Adjusted EBITDA Margin - Adjusted EBITDA Margin consists of Adjusted EBITDA divided by revenue. Margin, the comparable GAAP measure of financial performance, consists of net income divided by revenue.

The following table provides a comparison of Margin to Adjusted EBITDA Margin:

(in thousands, except Margin and Adjusted EBITDA Margin) 2025 2024

Revenue $ 187,400 $ 153,596

Net income 19,733 18,032

Adjusted EBITDA 56,052 44,189

Adjusted EBITDA Margin 30 % 29 %

Form 10-Q for the Quarterly Period ended June 30, 2025

Non-GAAP Income per Share - Non-GAAP income per share consists of net income adjusted for stock-based compensation expense, amortization expense related to intangible assets, realized gain or loss from investments held and foreign currency impact on cash and investments, other adjustments as necessary for a fair presentation, including for the three months ended June 30, 2025 the expense impact from disposals of certain capitalized internally developed software, and the corresponding tax impacts of the adjustments to net income, divided by the weighted average number of shares of common and diluted stock outstanding during each period. Net income per share, the comparable GAAP measure of financial performance, consists of net income divided by the weighted average number of shares of common and diluted stock outstanding during each period. To quantify the tax effects, we recalculated income tax expense excluding the direct book and tax effects of the specific items constituting the non-GAAP adjustments. The difference between this recalculated income tax expense and GAAP income tax expense is presented as the income tax effect of the non-GAAP adjustments.

The following table provides a reconciliation of net income per share to non-GAAP income per share:

(in thousands, except per share amounts) 2025 2024

Net income $ 19,733 $ 18,032

Stock-based compensation expense 14,998 11,494

Amortization of intangible assets 9,509 4,840

Realized gain from investments held and foreign currency impact on cash and investments (107) (1,255)

Income tax effects of adjustments (6,285) (3,066)

Non-GAAP income $ 37,954 $ 30,045

Shares used to compute net income and non-GAAP income per share

Diluted 38,099 37,683

Net income per share, basic $ 0.52 $ 0.49

Non-GAAP adjustments to net income per share, basic 0.48 0.32

Non-GAAP income per share, basic $ 1.00 $ 0.81

Net income per share, diluted $ 0.52 $ 0.48

Non-GAAP adjustments to net income per share, diluted 0.48 0.32

Non-GAAP income per share, diluted $ 1.00 $ 0.80

Form 10-Q for the Quarterly Period ended June 30, 2025

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

The following table presents our results of operations for the periods indicated:

Six Months Ended June 30,

($ in thousands) $ % of revenue (1)

Revenues $ 368,949 100 % $ 303,172 100 % $ 65,777 22 %

Cost of revenues 116,740 32 103,505 34 13,235 13

Gross profit 252,209 68 199,667 66 52,542 26

Sales and marketing 85,068 23 72,123 24 12,945 18

Research and development 34,710 9 30,375 10 4,335 14

General and administrative 61,908 17 49,423 16 12,485 25

3 unchanged paragraphs

2 unchanged paragraphs

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

3 unchanged paragraphs

13 unchanged paragraphs

and 75 more changes in the filing

Market risk 141 changes

1 unchanged paragraph

The principal objectives of our investment activities are to preserve principal, provide liquidity, and maximize income consistent with minimizing risk of material loss. We are exposed to market risk related to changes in interest rates. We may choose based on our investment strategy to hold cash, cash equivalents, and investments in interest-bearing or non-interest-bearing accounts. Based upon a sensitivity model, an immediate hypothetical 50-basis point change in interest rates at June September 30, 2025, based upon interest-bearing balances at June September 30, 2025, would have resulted in a $0.1 million impact on our investment income included in net income for the three months ended June September 30, 2025. We do not enter into investments for trading or speculative purposes. We did not have any variable interest rate outstanding debt as of June September 30, 2025.

Results of Operations

Form 10-Q for the Quarterly Period ended June September 30, 2025

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

The following table presents our results of operations for the periods indicated:

Three Months Ended September 30,

($ in thousands) $ % of revenue (1)

Revenues $ 189,904 100 % $ 163,686 100 % $ 26,218 16 %

Cost of revenues 57,932 31 51,624 32 6,308 12

Gross profit 131,972 69 112,062 68 19,910 18

Sales and marketing 42,322 22 37,577 23 4,745 13

Research and development 17,276 9 15,292 9 1,984 13

General and administrative 31,690 17 27,152 17 4,538 17

Amortization of intangible assets 9,493 5 6,470 4 3,023 47

Total operating expenses 100,781 53 86,491 53 14,290 17

Income from operations 31,191 16 25,571 16 5,620 22

Other income, net 1,260 1 3,778 2 (2,518) (67)

Income before income taxes 32,451 17 29,349 18 3,102 11

Income tax expense 6,882 4 5,889 4 993 17

Net income $ 25,569 13 % $ 23,460 14 % $ 2,109 9 %

(1) Amounts in column may not foot due to rounding

Revenues - Revenues increased for the 99th consecutive quarter. The increase in revenue period-over-period resulted from an increase in recurring revenue customers that was driven primarily by business acquisitions and continued business growth.

• ARP U decreased 3% to approximately $13,300 for the three months ended September 30, 2025. This was primarily attributable to the addition of 3P r ecurring revenue customers, partially offset by the increased usage of our products by our 1P recurring revenue customers.

• The number of recurring revenue customers increased 22% to approximately 54,950 at September 30, 2025. Of the total recurring revenue customers, a pproximately 46,900 are 1P recurring revenue customers and the remainder are 3P recurring revenue customers. The increase in recurring revenue customers is primarily due to recent acquisitions of 3P recurring revenue customers, which have an inconsequential impact on recurring revenue. New recurring revenue customers do not have a meaningful contribution to revenue at the beginning of their tenure, and therefore a majority of the increased revenue was generated from existing recurring revenue customers.

2 unchanged paragraphs

1 unchanged paragraph

and 117 more changes in the filing

Controls and procedures 4 changes

1 unchanged paragraph

1 unchanged paragraph

and 4 more changes in the filing

Unregistered sales of stock 9 changes

3 unchanged paragraphs

2 unchanged paragraphs

and 9 more changes in the filing

Mine Safety Disclosures 1 change

and 1 more change in the filing

Other information 5 changes

1 unchanged paragraph

1 unchanged paragraph

and 5 more changes in the filing

Exhibits 4 changes

6 unchanged paragraphs

1 unchanged paragraph

2 unchanged paragraphs

and 4 more changes in the filing