SPS Commerce reports $197.65M revenue

Cover page 2 changes

3 unchanged paragraphs

For the Quarterly Period Ended: June September 30, 2026

19 unchanged paragraphs

The number of shares of the registrant s common stock, par value $0.001 per share, outstanding at July 23, October 22, 2026 was 36,000,174 sh ares . 35,440,926 shares.

2 unchanged paragraphs

Financial statements 183 changes

1 unchanged paragraph

Accounts receivable 71,681 75,295

Other assets 29,541 49,090

(in thousands, except shares) June September 30,

Cash and cash equivalents $ 173,167 153,818 $ 151,355

Short-term investments 29,683

Accounts receivable 74,477 75,295

Allowance for credit losses ( 7,994 8,302 ) ( 7,129 )

Accounts receivable, net 63,687 66,175 68,166

Deferred costs 64,001 64,181 66,693

Other assets 33,164 49,090

Total current assets 330,396 347,021 335,304

Property and equipment, net 44,142 43,943 43,117

Operating lease right-of-use assets 4,985 5,656 5,025

Goodwill 539,411 539,089 541,719

Intangible assets, net 172,446 162,545 215,815

Deferred costs, non-current 20,296 19,996 20,719

Deferred income tax assets 514 492 493

Other assets, non-current 13,239 13,856 7,667

Total assets $ 1,125,429 1,132,598 $ 1,169,859

1 unchanged paragraph

Accrued compensation 39,470 47,577

Accrued expenses 14,901 13,074

Deferred revenue 80,867 75,590

Total liabilities 186,947 195,966

Accounts payable $ 9,484 9,881 $ 13,757

Accrued compensation 47,459 47,577

Accrued expenses 16,059 13,074

Deferred revenue 79,342 75,590

Operating lease liabilities 1,540 1,232 4,353

Total current liabilities 146,262 153,973 154,351

Deferred revenue, non-current 4,720 3,910 5,288

Operating lease liabilities, non-current 4,766 5,392 2,839

Deferred income tax liabilities 30,928 36,166 33,201

Other liabilities, non-current 271 255 287

Total liabilities 199,696 195,966

3 unchanged paragraphs

Retained earnings 456,031 429,438

Common stock, $ 0.001 par value; 110,000,000 shares authorized; 40,392,619 40,467,432 and 40,048,410 shares issued; and 36,194,528 35,584,846 and 37,517,239 shares outstanding, respectively

Treasury stock, at cost; 4,198,091 4,882,586 and 2,531,171 shares, respectively ( 276,922 328,155 ) ( 177,949 )

Additional paid-in capital 763,354 778,767 722,737

Retained earnings 486,714 429,438

Accumulated other comprehensive loss ( 4,021 4,464 ) ( 373 )

Total stockholders equity 938,482 932,902 973,893

Total liabilities and stockholders equity $ 1,125,429 1,132,598 $ 1,169,859

1 unchanged paragraph

Form 10-Q for the Quarterly Period ended June September 30, 2026

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Revenues $ 197,815 $ 187,400 $ 389,936 $ 368,949

Cost of revenues 59,028 59,826 118,245 116,740

Gross profit 138,787 127,574 271,691 252,209

Sales and marketing 43,936 43,434 88,670 85,068

Research and development 16,957 17,271 34,874 34,710

General and administrative 36,646 30,890 73,020 61,908

Amortization of intangible assets 9,381 9,509 18,701 18,097

Total operating expenses 130,374 101,104 238,719 199,783

Income from operations 8,413 26,470 32,972 52,426

Other income, net 1,997 773 3,402 2,980

Income before income taxes 10,410 27,243 36,374 55,406

Income tax expense 3,546 7,510 9,781 13,477

Net income $ 6,864 $ 19,733 $ 26,593 $ 41,929

Revenues $ 197,647 $ 189,904 $ 587,583 $ 558,853

Cost of revenues 57,101 57,932 175,346 174,672

Gross profit 140,546 131,972 412,237 384,181

Sales and marketing 43,474 42,322 132,144 127,390

Research and development 16,546 17,276 51,420 51,986

General and administrative 30,831 31,690 103,851 93,598

Amortization of intangible assets 9,766 9,493 28,467 27,590

Loss on sale of business 23,454 23,454

Total operating expenses 100,617 100,781 339,336 300,564

Income from operations 39,929 31,191 72,901 83,617

Other income, net 1,372 1,260 4,774 4,240

Income before income taxes 41,301 32,451 77,675 87,857

Income tax expense 10,618 6,882 20,399 20,359

Net income $ 30,683 $ 25,569 $ 57,276 $ 67,498

1 unchanged paragraph

Foreign currency translation adjustments ( 2,333 ) 8,151 ( 3,648 ) 10,378

Comprehensive income $ 4,531 $ 27,884 $ 22,945 $ 52,307

Foreign currency translation adjustments ( 430 ) ( 1,614 ) ( 4,078 ) 8,764

Unrealized loss on investments, net of tax benefit of $ 5 , $ , $ 5 and $ , respectively ( 13 ) ( 13 )

Total other comprehensive income (expense) ( 443 ) ( 1,614 ) ( 4,091 ) 8,764

Comprehensive income $ 30,240 $ 23,955 $ 53,185 $ 76,262

1 unchanged paragraph

Basic $ 0.19 $ 0.52 $ 0.72 $ 1.10

Diluted $ 0.19 $ 0.52 $ 0.72 $ 1.10

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and 103 more changes in the filing

Note A: General 3 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, 2026 . See Note A to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC.

Form 10-Q for the Quarterly Period ended June September 30, 2026

14 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June September 30, 2026

Note B: Business Acquisitions and Other Transactions 1 change

6 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June September 30, 2026

18 unchanged paragraphs

Note C: Revenue 34 changes

2 unchanged paragraphs

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Fulfillment $ 169,979 $ 158,991 $ 334,288 $ 311,622

Analytics 14,139 13,944 28,271 27,646

Other 6,304 6,186 12,383 12,182

Recurring revenues 190,422 179,121 374,942 351,450

One-time revenues 7,393 8,279 14,994 17,499

Total revenue $ 197,815 $ 187,400 $ 389,936 $ 368,949

Fulfillment $ 168,233 $ 161,839 $ 502,521 $ 473,462

Decision Intelligence (1)

Other 6,367 6,010 18,750 18,191

Recurring revenues 188,980 181,991 563,922 533,440

One-time revenues 8,667 7,913 23,661 25,413

Total revenue $ 197,647 $ 189,904 $ 587,583 $ 558,853

(1) Formerly known as Analytics.

Form 10-Q for the Quarterly Period ended June September 30, 2026

2 unchanged paragraphs

June 30, Six Months Ended

Domestic revenue 83 % 85 % 83 % 85 %

September 30, Nine Months Ended

Domestic revenue 82 % 84 % 83 % 84 %

3 unchanged paragraphs

Given that the recurring revenue contracts are generally for one year or less, we have applied the optional exemption practical expedient to not disclose information about the remaining performance obligations for recurring revenue contracts.

2 unchanged paragraphs

June 30, Six Months Ended

Set-up fees constitute a material renewal option right that provide customers a significant future incentive that would not be otherwise available to that customer unless they entered into the contract, as the set-up fees will not be incurred again upon contract renewal. As such, set-up fees and related costs are deferred and recognized ratably, generally over two years , which is the estimated period for which a material right is present for our customers.

The table below presents the activity of the portion of the deferred revenue liability relating to set-up fees. We expect to recognize $ 10.6 10.3 million of the balance as of June September 30, 2026 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 3,276 3,542 6,934 6,949

Recognized set-up fees ( 3,733 ) ( 4,231 ) ( 7,590 ) ( 8,677 )

Balance, beginning of period $ 14,426 13,969 $ 15,696 15,007 $ 14,625 $ 16,735

Invoiced set-up fees 2,991 3,463 9,925 10,412

Recognized set-up fees ( 3,740 ) ( 3,998 ) ( 11,330 ) ( 12,675 )

Balance, end of period $ 13,969 13,220 $ 15,007 14,472 $ 13,969 13,220 $ 15,007 14,472

2 unchanged paragraphs

The contract period for these one-time fees is one year or less and recognized at the time service is provided. We have applied the optional exemption practical expedient to not disclose information about the remaining performance obligations for miscellaneous one-time fee contracts since they have original durations of one year or less.

We recognized reven ue revenue of $ 59.6 10.5 million and $ 58.4 9.9 million in the six three months ended June September 30, 2026 and 2025, respectively, and $ 70.1 million and $ 68.3 million in the nine months ended September 30, 2026 and 2025, respectively, from amounts included in deferred revenue at the beginning of the period.

Form 10-Q for the Quarterly Period ended June September 30, 2026

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 21,365 24,112 42,875 52,730

Amortized deferred costs ( 23,268 ) ( 24,731 ) ( 45,990 ) ( 50,740 )

Balance, beginning of period $ 86,200 84,297 $ 88,523 87,904 $ 87,412 $ 85,914

Incurred deferred costs 22,206 25,138 65,081 77,868

Amortized deferred costs ( 22,326 ) ( 25,763 ) ( 68,316 ) ( 76,503 )

Balance, end of period $ 84,297 84,177 $ 87,904 87,279 $ 84,297 84,177 $ 87,904 87,279

Note E: Fair Value Measurements 5 changes

Cash equivalents and investments, as measured at fair value on a recurring basis, consisted of the following:

June September 30, 2026 December 31, 2025

1 unchanged paragraph

Money market funds Level 1 $ 99,885 71,227 $ $ 99,885 71,227 $ 117,685 $ $ 117,685

Marketable securities:

Commercial paper Level 2 29,701 ( 18 ) 29,683

Note F: Allowance for Credit Losses 6 changes

3 unchanged paragraphs

Provision for credit losses 4,621 4,111

Balance, end of period $ 7,994 $ 5,286

Provision for credit losses 6,497 6,843

Write-offs, net of recoveries ( 3,756 5,324 ) ( 3,004 5,122 )

Balance, end of period $ 8,302 $ 5,900

Form 10-Q for the Quarterly Period ended June September 30, 2026

Note G: Property and Equipment, Net 10 changes

1 unchanged paragraph

(in thousands) June 30,

(in thousands) September 30,

1 unchanged paragraph

Computer equipment 26,572 25,462

Internally developed software $ 103,170 107,582 $ 94,859

Computer equipment 27,079 25,462

Leasehold improvements 16,104 16,107 15,044

Office equipment and furniture 9,552 9,566 9,159

Property and equipment, cost 155,398 160,334 144,524

Less: accumulated depreciation and amortization ( 111,256 116,391 ) ( 101,407 )

Total property and equipment, net $ 44,142 43,943 $ 43,117

3 unchanged paragraphs

Note H: Goodwill and Intangible Assets, Net 14 changes

1 unchanged paragraph

(in thousands) Six Nine Months Ended

2 unchanged paragraphs

Foreign currency translation and other 36 ( 286 )

Balance, end of period $ 539,411 539,089

Effective September 1, 2026, we revised the estimated remaining useful life of certain developed technology intangible assets acquired in the Carbon6 acquisition and related internally developed software. In connection with the planned consolidation of our revenue recovery offerings onto a single platform, we expect the acquired technology to cease being used in mid-2027 and revised its remaining useful life accordingly. The revision was accounted for prospectively as a change in accounting estimate and increased amortization of intangible assets and internally developed software by $ 1.3 million for the three and nine months ended September 30, 2026, decreasing net income by $ 0.9 million, or $ 0.03 per basic and diluted share. We expect the revision to increase amortization of intangible assets and internally developed software by approximately $ 4.0 million in the fourth quarter of 2026 and $ 6.9 million in 2027.

4 unchanged paragraphs

Customer relationships $ 200,682 $ ( 80,120 ) $ ( 575 ) $ 119,987 6.1 years

Developed technology 95,201 ( 42,520 ) ( 222 ) 52,459 5.4 years

$ 295,883 $ ( 122,640 ) $ ( 797 ) $ 172,446 5.9 years

Customer relationships $ 200,682 $ ( 85,532 ) $ ( 668 ) $ 114,482 5.9 years

Developed technology 95,201 ( 46,873 ) ( 265 ) 48,063 3.3 years

$ 295,883 $ ( 132,405 ) $ ( 933 ) $ 162,545 5.1 years

Form 10-Q for the Quarterly Period ended September 30, 2026

6 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June 30, 2026

1 unchanged paragraph

Remainder of 2026 $ 16,916 12,309

Total future amortization $ 172,446 162,545

Note I: Commitments and Contingencies 21 changes

Effective October 1, 01, 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. The Amendment extends the lease term to end in July 2043 and provides approximately $ 33 million of lease incentives, which were included in the initial measurement of the operating lease right-of-use asset. The Company expects to utilize approximately $ 18 14 million of these lease incentives during the year ending December 31, 2027, with the remaining balance to be utilized thereafter.

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Operating lease cost $ 830 $ 1,294 $ 1,594 $ 2,215

Variable lease cost 1,076 934 1,971 1,816

Operating lease cost $ 789 $ 1,243 $ 2,383 $ 3,458

Variable lease cost 1,026 916 2,997 2,732

3 unchanged paragraphs

Operating cash outflows from operating leases $ 2,375 3,513 $ 3,124 4,821

Right-of-use assets obtained in exchange for operating lease liabilities 1,849 1,092 3,215 1,491

2 unchanged paragraphs

Weighted-average remaining lease term 10.9 11.9 years 11.0 years

Weighted-average discount rate 5.9 6.0 % 6.0 %

Form 10-Q for the Quarterly Period ended June September 30, 2026

Future minimum lease payments under operating leases are presented net of lease incentives deemed payable at lease commencement. At June September 30, 2026, our future minimum payments under operating leases were as follows:

Remainder of 2026 $ 2,230 1,099

Total future gross payments 23,705 22,592

Less: imputed interest ( 17,399 15,968 )

Total operating lease liabilities $ 6,306 6,624

During the fourth quarter of 2025, we entered into an operating lease agreement for new office space in Rogers, Arkansas. The lease has not yet commenced and therefore the operating lease right-of-use asset and operating lease liability are not recorded on our unaudited condensed consolidated balance sheets as of September 30, 2026. This operating lease is expected to commence during the first quarter of 2027, with a lease term of approximately 10.75 years (129 months) and total estimated undiscounted lease payments of approximately $ 13.9 million.

1 unchanged paragraph

We have entered into separate noncancelable agreements with computing infrastructure, productivity software, customer relationship management, and performance and security data analytics vendors for services through 2030. At June September 30, 2026, our remaining purchase commitments and estimated purchase timing were as follows:

Remainder of 2026 $ 4,791 1,560

Total estimated future purchases $ 61,833 57,022

Note J: Stockholders Equity 12 changes

2 unchanged paragraphs

Details of the programs and activity thereunder through June September 30, 2026 were as follows:

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2025 Program December 2025 December 2027 $ 300,000 $ 113,620 163,620 N/A $ 186,380 136,380

Form 10-Q for the Quarterly Period ended June September 30, 2026

Share repurchases are accounted for as the trade date occurs and are reflected in the condensed consolidated financial statements net of at cost, including the costs incurred to acquire the shares and accrued excise taxes. Share repurchases that have not yet settled in cash are included in accounts payable in the condensed consolidated balance sheet.

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Number of shares repurchased 905,815 144,786 1,663,536 425,787

Total share repurchased cost $ 50,019 $ 20,000 $ 98,654 $ 60,000

Average total cost per repurchased share $ 55.22 $ 138.13 $ 59.30 $ 140.92

Number of shares repurchased 684,495 259,645 2,348,031 685,432

Total share repurchased cost $ 51,233 $ 30,000 $ 149,887 $ 90,000

Average total cost per repurchased share $ 74.85 $ 115.54 $ 63.84 $ 131.30

2 unchanged paragraphs

Note K: Stock-Based Compensation 50 changes

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, 2026, there were 10.5 10.3 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 $ 3,248 $ 3,328 $ 6,404 $ 6,439

Sales and marketing 3,999 3,357 8,259 5,784

Research and development 2,406 2,135 4,671 4,152

General and administrative 9,043 6,178 17,435 12,490

Cost of revenues $ 3,383 $ 3,171 $ 9,787 $ 9,610

Sales and marketing 4,086 3,486 12,345 9,270

Research and development 2,415 2,354 7,086 6,506

General and administrative 5,809 5,442 23,244 17,932

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Stock options $ 535 $ 472 $ 1,026 $ 1,021

PSUs 4,128 3,127 8,662 6,134

RSUs & DSUs 12,500 9,837 23,926 18,470

ESPP 716 783 1,541 1,619

401(k) stock match 817 779 1,614 1,508

Stock options $ 487 $ 461 $ 1,513 $ 1,482

PSUs 2,845 2,846 11,507 8,980

RSUs & DSUs 10,953 9,471 34,879 27,941

ESPP 614 870 2,155 2,489

401(k) stock match 794 805 2,408 2,313

As of June September 30, 2026, there was $ 115.2 115.1 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 2.7 2.6 years.

Form 10-Q for the Quarterly Period ended June September 30, 2026

3 unchanged paragraphs

Granted 132,688 57.93

Exercised ( 20,656 ) 53.40

Forfeited ( 8,340 ) 118.31

Outstanding, end of period 365,095 $ 102.30

Granted 134,811 58.15

Exercised ( 23,652 ) 53.76

Forfeited ( 22,788 ) 107.58

Outstanding, end of period 349,774 $ 102.55

Of the total outstanding options at June September 30, 2026, 0.2 million were exercisable. The outstanding and exercisable options had a weighted average exercise price of $ 119.00 120.51 per share and a weighted average remaining contractual life of 2.7 2.5 years.

The weighted average grant date fair value of options granted during the six nine months ended June September 30, 2026, was wa s $ 20.76 20.85 per share. This was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

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Granted 1,038,439 63.18

Forfeited ( 121,171 ) 215.77

Granted 1,282,732 64.85

Vested and common stock issued ( 238,465 302,233 ) 136.77 143.20

Forfeited ( 157,418 ) 186.23

Outstanding, end of period 1,685,220 1,829,498 $ 94.05 88.69

The number of PSUs, RSUs, RSAs, and DSUs outstanding at June September 30, 2026 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 June September 30, 2026

2 unchanged paragraphs

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Amounts for shares purchased $ 3,801 $ 5,015 $ 4,321 $ 5,426

Shares purchased 78,293 43,349 85,088 45,979

Amounts for shares purchased $ 397 $ 498 $ 4,718 $ 5,924

Shares purchased 8,049 4,303 93,137 50,282

A total of 1.4 million shares of common stock are reserved for issuance under the ESPP at June September 30, 2026.

2 unchanged paragraphs

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 evaluated the OBBBA and estimate the 2026 impact to be primarily a reduction in cash taxes due to the accelerated deduction of previously capitalized research and experimental expenditures We continue to monitor and the state level impact of state conformity legislation passed to date. The remaining provisions of 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 $ 1,210 $ 688 $ 2,362 $ 2,537

Other income (expense), net 385 ( 22 ) 518 ( 30 )

Total other income, net $ 1,997 $ 773 $ 3,402 $ 2,980

Investment income $ 1,611 $ 1,076 $ 3,973 $ 3,613

Realized gain (loss) from investments and foreign currency transactions 402 107 522 473 (13) 205 509 678

Other income (expense), net (226) ( 21 ) 292 ( 51 )

Total other income, net $ 1,372 $ 1,260 $ 4,774 $ 4,240

Form 10-Q for the Quarterly Period ended June September 30, 2026

Note N: Net Income Per Share 18 changes

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Net income $ 6,864 $ 19,733 $ 26,593 $ 41,929

Weighted average common shares outstanding, basic 36,533 37,965 36,953 37,978

Net income $ 30,683 $ 25,569 $ 57,276 $ 67,498

Weighted average common shares outstanding, basic 35,900 37,895 36,599 37,939

Options to purchase common stock and ESPP 21 51 18 73 5 86

PSUs, RSUs, RSAs, and DSUs 44 61 68 68 288 47 123 58

Weighted average common shares outstanding, diluted 36,577 38,099 37,026 38,132 36,209 37,993 36,740 38,070

1 unchanged paragraph

Basic $ 0.19 $ 0.52 $ 0.72 $ 1.10

Diluted $ 0.19 $ 0.52 $ 0.72 $ 1.10

Basic $ 0.85 $ 0.67 $ 1.56 $ 1.78

Diluted $ 0.85 $ 0.67 $ 1.56 $ 1.77

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Anti-dilutive shares 1,038 307 880 319

Anti-dilutive shares 575 603 761 371

Form 10-Q for the Quarterly Period ended June September 30, 2026

MD&A 207 changes

8 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June September 30, 2026

4 unchanged paragraphs

Form 10-Q for the Quarterly Period ended June September 30, 2026

1 unchanged paragraph

Three Months Ended June September 30, 2026 Compared to Three Months Ended June September 30, 2025

1 unchanged paragraph

Three Months Ended June September 30,

1 unchanged paragraph

Revenues $ 197,815 100 % $ 187,400 100 % $ 10,415 6 %

Cost of revenues 59,028 30 59,826 32 (798) (1)

Gross profit 138,787 70 127,574 68 11,213 9

Sales and marketing 43,936 22 43,434 23 502 1

Research and development 16,957 9 17,271 9 (314) (2)

General and administrative 36,646 19 30,890 16 5,756 19

Amortization of intangible assets 9,381 5 9,509 5 (128) (1)

Loss on sale of business 23,454 12 23,454 n/a

Total operating expenses 130,374 66 101,104 54 29,270 29

Income from operations 8,413 4 26,470 14 (18,057) (68)

Other income, net 1,997 1 773 1,224 158

Income before income taxes 10,410 5 27,243 15 (16,833) (62)

Income tax expense 3,546 2 7,510 4 (3,964) (53)

Net income $ 6,864 3 % $ 19,733 11 % $ (12,869) (65) %

Revenues $ 197,647 100 % $ 189,904 100 % $ 7,743 4 %

Cost of revenues 57,101 29 57,932 31 (831) (1)

Gross profit 140,546 71 131,972 69 8,574 6

Sales and marketing 43,474 22 42,322 22 1,152 3

Research and development 16,546 8 17,276 9 (730) (4)

General and administrative 30,831 16 31,690 17 (859) (3)

Amortization of intangible assets 9,766 5 9,493 5 273 3

Total operating expenses 100,617 51 100,781 53 (164)

Income from operations 39,929 20 31,191 16 8,738 28

Other income, net 1,372 1 1,260 1 112 9

Income before income taxes 41,301 21 32,451 17 8,850 27

Income tax expense 10,618 5 6,882 4 3,736 54

Net income $ 30,683 16 % $ 25,569 13 % $ 5,114 20 %

1 unchanged paragraph

Sales and Marketing Expenses - The increase in sales and marketing expense was primarily attributable to a $1.2 million increase in third-party personnel costs, partially offset by a $0.7 million decrease in marketing spend.

Research and Development Expenses - The decrease in research and development expense was primarily driven by a $0.4 million decrease in depreciation expense resulting from lower capitalized research and development activities related to an acquired business.

General and Administrative Expenses - The increase in general and administrative expense was primarily driven by a $2.8 million increase in stock-based compensation expense, partially attributable to the contractual acceleration of

equity awards upon executive retirement. Personnel-related costs also increased by $2.2 million due to higher consulting costs supporting internal initiatives and increased headcount, while hardware and software costs increased by $1.1 million, primarily due to higher amortization expense related to system implementations. These increases were partially offset by a $0.5 million decrease in charitable contribution expense.

Loss on Sale of Business - The loss on sale of business was due to the divestiture of the 3P portion of the revenue recovery business. Refer to No te B Business Acquisitions and Other Transactions f or more information regarding the divestiture.

Other Income, Net - The increase in other income, net was primarily due to higher investment income, the favorable remeasurement of an acquisition-related earn-out liability, and an increase in unrealized foreign currency gains.

Income Tax Expense - The decrease in income tax expense was primarily driven by the reduction in pre-tax book income related to the loss on sale of business. The decrease was partially offset by the reduction in tax benefits recognized from equity award exercise and settlement activity due to the fluctuations in share price.

Revenues - The increase in revenue period-over-period resulted from an increase in increased usage of our products by our 1P recurring revenue customers. that was driven primarily by business acquisitions and continued business growth in our core markets.

ARPU increased 14% 22% to approximately $15,100 a pproximately $16,200 for the three months ended June September 30, 2026. The increase was driven by the increased usage of our products by our 1P recurring revenue customers as well as the divestiture of our 3P revenue recovery business.

The number of recurring revenue customers cust omers decreased 14% 15% to approximately 46,650 46,700 at June September 30, 2026. The decrease was driven by the divestiture of the 3P revenue recovery business, which resulted in a decrease of approximately 8,200 8,050 3P recurring revenue customers. As of June 30, 2026, all recurring revenue customers are 1P.

Recurring revenues increased 6% 4% to $190.4 $189.0 million for the three months ended June September 30, 2026 compared to the three months ended June September 30, 2025 . Recurring revenues accounted for 96% of our total revenues for both the three months ended June September 30, 2026 and 2025. 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 decrease in cost of revenues was primarily attributable to $1.7 a $2.7 million lower decrease in third-party personnel costs and $0.9 a $0.4 million lower decrease in occupancy and software costs, due to platform consolidation, partially offset by a $1.5 $1.2 million increase in personnel-related costs, primarily due to higher benefits from increased claims, and by a $0.9 million increase in internally-developed software depreciation expense.

Sales and Marketing Expenses - The increase in sales and marketing expense was primarily due to a $1.1 million increase in personnel-related costs, including third-party personnel, driven by higher consulting costs for one-time projects, partially offset by lower salaries from decreased headcount. Increases in stock-based compensation were largely offset by lower partner and reseller fees.

Research and Development Expenses - The decrease in research and development expense was primarily driven by a $1.3 million decrease in personnel-related costs, including third-party personnel, due to decreased headcount, partially offset by a $0.6 million increase in hardware and software costs, driven by higher cloud and AI expenses.

General and Administrative Expenses - The decrease in general and administrative expense was primarily driven by a $1.1 million decrease in expense reflecting the timing of funding the SPS Foundation and a $0.9 million decrease in

Form 10-Q for the Quarterly Period ended June September 30, 2026

expense related to expected credit losses, reflecting improved collection strategies, enhanced risk monitoring, and lower customer cancellations. These decreases were partially offset by a $0.9 million increase in personnel-related costs, primarily due to higher consulting costs supporting internal initiatives, and a $0.4 million increase in stock-based compensation expense.

Amortization of Intangible Assets - The decrease increase in amortization expense was primarily due to the change in the estimated useful life of certain developed technology intangible assets acquired in the Carbon6 acquisition, partially offset by the normal run-off of amortization related to finite-lived intangible assets.

Other Income, Net - The increase in other income, net was primarily due to a $0.5 million increase in investment income from interest earned on a larger cash and investments balance, partially offset by a $0.2 million decrease in unrealized foreign currency gains and a $0.2 million increase in realized foreign currency losses.

Income Tax Expense - The increase in income tax expense was primarily driven by the increase in pre-tax book income and nondeductible compensation. The increase was partially offset by the tax benefits associated with foreign-derived deduction-eligible income.

Adjusted EBITDA - Adjusted EBITDA consists of net income adjusted for income tax expense, depreciation and amortization expense, stock-based compensation expense, realized gain from investments and foreign currency transactions, investment income, loss on sale of business, and other adjustments as necessary for a fair presentation. Other adjustments for the three months ended June September 30, 2026, included the expense impact from disposals of other equipment, remeasurement of an acquired earn-out liability, and one-time divestiture exit and asset disposal costs. s . Net income is the most directly comparable GAAP measure of financial performance.

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Net income $ 6,864 $ 19,733

Income tax expense 3,546 7,510

Stock-based compensation expense 18,696 14,998

Investment income (1,211) (688)

Loss on sale of business 23,454

Adjusted EBITDA $ 66,632 $ 56,052

Net income $ 30,683 $ 25,569

Income tax expense 10,618 6,882

Depreciation and amortization of property and equipment 6,150 4,991 6,072 5,354

Amortization of intangible assets 9,381 9,509 9,766 9,493

Stock-based compensation expense 15,693 14,453

Realized loss (gain) from investments and foreign currency transactions (402) (107) 13 (205)

Investment income (1,611) (1,076)

Adjusted EBITDA $ 70,868 $ 60,480

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Form 10-Q for the Quarterly Period ended June 30, 2026

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Revenue $ 197,815 $ 187,400

Net income 6,864 19,733

Adjusted EBITDA 66,632 56,052

Revenue $ 197,647 $ 189,904

Net income 30,683 25,569

Adjusted EBITDA 70,868 60,480

Adjusted EBITDA Margin 34 36 % 30 32 %

Form 10-Q for the Quarterly Period ended September 30, 2026

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 from investments and foreign currency transactions, loss on sale of business, and other adjustments as necessary for a fair presentation, including for the three months ended June September 30, 2026, the expense impact from asset disposals, of other equipment, remeasurement of an acquired earn-out liability, and one-time divestiture exit and disposal costs, 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 most directly 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.

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Net income $ 6,864 $ 19,733

Stock-based compensation expense 18,696 14,998

Loss on sale of business 23,454

Non-GAAP income $ 46,377 $ 37,954

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and 127 more changes in the filing

Market risk 5 changes

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Form 10-Q for the Quarterly Period ended June 30, 2026

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 on interest-bearing balances at June September 30, 2026, would have resulted in a $0.2 million impact on our investment income included in net income for the three months ended June September 30, 2026. 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, 2026.

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Our sales are primarily denominated in U.S. dollars. Our expenses are generally denominated in the local currencies in which our operations are located. As of June September 30, 2026, we maintained 8% 9% of our total cash, and cash equivalents, and short-term investments in foreign currencies. Based upon a sensitivity model, an immediate hypothetical 10% unfavorable change in all foreign currency exchange rates would have resulted in a $1.4 $1.7 million impact on our cash, and cash equivalents, and short-term investments held in currencies other than the U.S. dollar as of June September 30, 2026.

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Form 10-Q for the Quarterly Period ended September 30, 2026

During the three and six nine months ended June September 30, 2026, inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future.

Controls and procedures 3 changes

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As of the end of the period covered by this Quarterly Report on Form 10-Q, our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required re quired disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June September 30, 2026.

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There were no changes in our internal control over financial reporting during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We are continuing a phased implementation of new enterprise systems for financial and human capital management to update our existing core systems. We will continue to evaluate each quarter whether there are changes that materially affect our internal control over financial reporting.

Form 10-Q for the Quarterly Period ended June September 30, 2026

Unregistered sales of stock 8 changes

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April 1 - 30, 2026 309,123 $ 55.46 309,123 $ 219,236,000

May 1 - 31, 2026 290,000 54.22 290,000 203,512,000

June 1 - 30, 2026 306,692 55.86 306,692 186,380,000

Total 905,815 $ 55.20 905,815 $ 186,380,000

July 1 - 31, 2026 272,903 $ 63.18 272,903 $ 169,139,000

August 1 - 31, 2026 218,800 77.96 218,800 152,080,000

September 1 - 30, 2026 192,792 81.43 192,792 136,380,000

Total 684,495 $ 73.05 684,495 $ 136,380,000

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Other information 2 changes

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During the three months ended June September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Form 10-Q for the Quarterly Period ended June September 30, 2026

Exhibits 5 changes

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10.1 Form of Performance Stock Unit Agreement under 2010 Equity Incentive Plan, amended as of April 2026 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed with the SEC on April 14, 2026).

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104 The cover page from the Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026, formatted in Inline XBRL.

Form 10-Q for the Quarterly Period ended June September 30, 2026

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Date: July 30, October 29, 2026 SPS COMMERCE, INC.

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Form 10-Q for the Quarterly Period ended June September 30, 2026