SPS COMMERCE INC
For the period ended Dec 31, 2024. Filed Feb 19, 2025.
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FY2024 · Filed Feb 19, 2025
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as a part of this Annual Report on Form 10-K:
(a)Financial Statements: The financial statements filed as a part of this report are listed in Part II, Item 8.
(b)Financial Statement Schedules: The schedules are either not applicable or the required information is presented in the consolidated financial statements or notes thereto.
(c)Exhibits: The exhibits incorporated by reference or filed as a part of this Annual Report on Form 10-K are listed in the Exhibit Index prior to the signatures of this report.
EXHIBIT INDEX
| Incorporated By Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | Date ofFirstFiling | ExhibitNumber | FiledHerewith |
| 3.1 | Tenth Amended and Restated Certificate of Incorporation | 8-K | 05/16/2024 | 3.1 | |
| 3.2 | Amended and Restated Bylaws, effective as of February 17, 2023 | 10-K | 02/21/2023 | 3.2 | |
| 4.1 | Description of Capital Stock | 10-K | 02/23/2021 | 4.1 | |
| 10.1 | 2010 Equity Incentive Plan, as amended effective October 29, 2014** | 10-K | 02/20/2015 | 10.6 | |
| 10.2 | Form of Incentive Stock Option Agreement under 2010 Equity Incentive Plan** | 8-K | 02/17/2012 | 10.2 | |
| 10.3 | Form of Non-Statutory Stock Option Agreement (Employee) under 2010 Equity Incentive Plan** | 10-K | 02/21/2023 | 10.3 | |
| 10.4 | Form of Non-Statutory Stock Option Agreement (Director) under 2010 Equity Incentive Plan** | 8-K | 02/17/2012 | 10.4 | |
| 10.5 | Form of Restricted Stock Unit Award Agreement (Employee) under 2010 Equity Incentive Plan** | 10-K | 02/21/2023 | 10.5 | |
| 10.6 | Form of Restricted Stock Unit Award Agreement (Director) under 2010 Equity Incentive Plan** | X | |||
| 10.7 | Form of Restricted Stock Award Agreement under 2010 Equity Incentive Plan** | 10-Q | 05/08/2012 | 10.6 | |
| 10.8 | Form of Performance Stock Unit Agreement under 2010 Equity Incentive Plan** | 10-K | 02/21/2023 | 10.7 | |
| 10.9 | Form of Deferred Stock Unit Agreement under 2010 Equity Incentive Plan** | X | |||
| 10.10 | Form of Indemnification Agreement for Independent Directors** | S-1/A | 01/11/2010 | 10.18 | |
| 10.11 | Form of Indemnification Agreement for Archie C. Black** | S-1/A | 01/11/2010 | 10.19 | |
| 10.12 | Management Incentive Plan** | 8-K | 02/03/2016 | 10.2 | |
| 10.13 | Amendment to Amended and Restated Executive Severance and Change in Control Agreement, dated as of March 1, 2023, by and between Archie C. Black and SPS Commerce, Inc.** | 8-K | 03/02/2023 | 10.1 | |
| 10.14 | Amended and Restated Executive Severance and Change in Control Agreement between the Company and Archie C. Black** | 8-K | 02/18/2020 | 10.1 | |
| 10.15 | SPS Commerce, Inc. Executive Management Team Severance Plan** | 8-K | 05/16/2024 | 10.1 | |
| 10.16 | Agreement to Terminate Amended and Restated Executive Severance and Change in Control Agreement, effective as of May 16, 2024, by and between SPS Commerce, Inc. and Kimberly Nelson** | 8-K | 05/16/2024 | 10.2 | |
| 10.17 | Form of Amended and Restated Executive Severance and Change in Control Agreement** | 8-K | 02/18/2020 | 10.2 | |
| Incorporated By Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | Date ofFirstFiling | ExhibitNumber | FiledHerewith |
| 10.18 | Form of Amendment to Amended and Restated Executive Severance and Change in Control Agreement** | 8-K | 03/02/2023 | 10.3 | |
| 10.19 | Offer Letter between Chad Collins and SPS Commerce, Inc., dated as of July 6, 2023** | 8-K | 07/06/2023 | 10.1 | |
| 10.20 | Executive Severance and Change in Control Agreement, effective as of October 2,2023, by and between Chad Collins and SPS Commerce, Inc.** | 8-K | 07/06/2023 | 10.2 | |
| 10.21 | Registration Rights and Lock-Up Agreement, dated July 31, 2024 | 8-K | 08/01/2024 | 10.1 | |
| 10.22 | Registration Rights and Lock-Up Agreement, dated January 2, 2025 | 8-K | 01/02/2025 | 99.1 | |
| 10.23 | Form of Restricted Stock Unit Award Agreement under 2010 Equity Incentive Plan, as amended** | X | |||
| 10.24 | Form of Performance Stock Unit Agreement under 2010 Equity Incentive Plan (for awards beginning in 2025)** | X | |||
| 10.25 | Non-Employee Director Compensation Summary** | X | |||
| 19.1 | SPS Commerce, Inc. Insider Trading Policy** | X | |||
| 21.1 | Subsidiaries of the registrant | X | |||
| 23.1 | Consent of KPMG LLP | X | |||
| 24.1 | Power of Attorney (included on signature page) | X | |||
| 31.1 | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934, as amended | X | |||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 97 | SPS Commerce, Inc. Required Compensation Recovery Policy, effective October 2, 2023 | 10-K | 02/20/2024 | 97 | |
| 101 | Interactive Data Files Pursuant to Rule 405 of Regulation S-T | X | |||
| 104 | The cover page from the Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL | X | |||
**Indicates management contract or compensatory plan or arrangement.
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