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SPS COMMERCE INC

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

SPSC$81.04-1.1%Stored close · as of Nov 9, 2026

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Item 2. Results of Operations

SPS COMMERCE, INC.24Form 10-Q for the Quarterly Period ended 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,
2025 · 2024 · Change
($ in thousands)$% of revenue(1)$% of revenue(1)$%
Revenues$189,904100%$163,686100%$26,21816%
Cost of revenues57,9323151,624326,30812
Gross profit131,97269112,0626819,91018
Operating expenses
Sales and marketing42,3222237,577234,74513
Research and development17,276915,29291,98413
General and administrative31,6901727,152174,53817
Amortization of intangible assets9,49356,47043,02347
Total operating expenses100,7815386,4915314,29017
Income from operations31,1911625,571165,62022
Other income, net1,26013,7782(2,518)(67)
Income before income taxes32,4511729,349183,10211
Income tax expense6,88245,889499317
Net income$25,56913%$23,46014%$2,1099%
(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.

ARPU decreased 3% to approximately $13,300 for the three months ended September 30, 2025. This was primarily attributable to the addition of 3P recurring 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, approximately 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.

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 18% to $182.0 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Recurring revenues accounted for 96% and 94% of our total revenues for the three months ended September 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 $2.3 million in personnel-related costs and an increase in software subscriptions of $1.0 million due to general growth of our business. Additionally, there was a $1.8 million increase in stock-based compensation.

SPS COMMERCE, INC.25Form 10-Q for the Quarterly Period ended September 30, 2025

Sales and Marketing Expenses - The increase in sales and marketing expense was primarily due to increased headcount, which resulted in an increase of $2.5 million in personnel-related costs. Additionally, partner and reseller fees increased by $1.1 million, primarily driven by the acquisition of Carbon6.

Research and Development Expenses - The increase in research and development expense was primarily due to increased headcount, which resulted in an increase of $1.2 million in personnel-related costs.

General and Administrative Expenses - The increase in general and administrative expense was primarily due to increased headcount and third-party personnel, which resulted in an increase of $3.6 million in personnel-related costs. Additionally, there was an increase in stock-based compensation expense of $0.9 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 increase in income tax expense was primarily driven by the increase in pre-tax book income and reduction in tax benefits recognized from equity award exercise and settlement activity due to the fluctuations in share price. The increase was partially offset with increased benefit for Research & Development tax credits.

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 September 30, 2025 includedthe expense impact from disposals of other equipment. Net income is the comparable GAAP measure of financial performance.

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

Three Months EndedSeptember 30,
(in thousands)20252024
Net income$25,569$23,460
Income tax expense6,8825,889
Depreciation and amortization of property and equipment5,3544,633
Amortization of intangible assets9,4936,470
Stock-based compensation expense14,45310,752
Realized gain from investments held and foreign currency impact on cash and investments(205)(1,077)
Investment income(1,076)(2,704)
Other10978
Adjusted EBITDA$60,480$48,401

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.

SPS COMMERCE, INC.26Form 10-Q for the Quarterly Period ended September 30, 2025

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

Three Months EndedSeptember 30,
(in thousands, except Margin and Adjusted EBITDA Margin)20252024
Revenue$189,904$163,686
Net income25,56923,460
Margin13%14%
Adjusted EBITDA60,48048,401
Adjusted EBITDA Margin32%30%

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 September 30, 2025 the expense impact from disposals of other equipment, 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:

Three Months EndedSeptember 30,
(in thousands, except per share amounts)20252024
Net income$25,569$23,460
Stock-based compensation expense14,45310,752
Amortization of intangible assets9,4936,470
Realized gain from investments held and foreign currency impact on cash and investments(205)(1,077)
Other10978
Income tax effects of adjustments(6,365)(5,514)
Non-GAAP income$42,955$35,069
Shares used to compute net income and non-GAAP income per share
Basic37,89537,447
Diluted37,99337,996
Net income per share, basic$0.67$0.63
Non-GAAP adjustments to net income per share, basic0.460.31
Non-GAAP income per share, basic$1.13$0.94
Net income per share, diluted$0.67$0.62
Non-GAAP adjustments to net income per share, diluted0.460.30
Non-GAAP income per share, diluted$1.13$0.92
SPS COMMERCE, INC.27Form 10-Q for the Quarterly Period ended September 30, 2025

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

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

Nine Months Ended September 30,
2025 · 2024 · Change
($ in thousands)$% of revenue(1)$% of revenue(1)$%
Revenues$558,853100%$466,858100%$91,99520%
Cost of revenues174,67231155,1293319,54313
Gross profit384,18169311,7296772,45223
Operating expenses
Sales and marketing127,39023109,7002317,69016
Research and development51,986945,667106,31914
General and administrative93,5981776,5751617,02322
Amortization of intangible assets27,590515,648311,94276
Total operating expenses300,56454247,5905352,97421
Income from operations83,6171564,1391419,47830
Other income, net4,240110,9662(6,726)(61)
Income before income taxes87,8571675,1051612,75217
Income tax expense20,359415,61034,74930
Net income$67,49812%$59,49513%$8,00313%
(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.

ARPU increased 9% to approximately $14,200 for the nine months ended September 30, 2025. This was primarily attributable to increased usage of our products by our 1P recurring revenue customers, partially offset by the addition of 3P 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, approximately 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.

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 22% to $533.4 million for the nine months ended September 30, 2025 compared to thenine months ended September 30, 2024. Recurring revenues accounted for 95% and 94% of our total revenues for the nine months ended September 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 $10.9 million in personnel-related costs and an increase in software subscriptions of $4.8 million due to general growth of our business. Additionally, there was a $1.4 million increase in stock-based compensation.

SPS COMMERCE, INC.28Form 10-Q for the Quarterly Period ended September 30, 2025

Sales and Marketing Expenses - The increase in sales and marketing expense was primarily due to increased headcount, which resulted in an increase of $12.9 million in personnel-related costs. Additionally, partner and reseller fees increased by $3.1 million, primarily driven by the acquisition of Carbon6.

Research and Development Expenses - The increase in research and development expense was primarily due to increased headcount and third-party personnel, which resulted in an increase of $9.6 million in personnel-related costs, partially offset by a decrease of $4.5 million related to capitalized software development.

General and Administrative Expenses - The increase in general and administrative expense was primarily due to increased headcount and third-party personnel, which resulted in an increase of $10.6 million in personnel-related costs. Additionally, other items contributing to the increase related to costs for continued support of our growing operations including the closing and on-going integration of acquisitions.

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 increase in income tax expense was primarily driven by the increase in pre-tax book income and reduction in tax benefits recognized from equity award exercise and settlement activity due to the fluctuations in share price. The increase was partially offset with increased benefit for Research & Development tax credits.

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 nine months ended September 30, 2025 included the expense impacts from disposals of certain capitalized internally developed software, disposals of other equipment, and one-time acquisition-related insurance costs. Net income is the comparable GAAP measure of financial performance.

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

Nine Months EndedSeptember 30,
(in thousands)20252024
Net income$67,498$59,495
Income tax expense20,35915,610
Depreciation and amortization of property and equipment15,30214,010
Amortization of intangible assets27,59015,648
Stock-based compensation expense43,31842,264
Realized gain from investments held and foreign currency impact on cash and investments(678)(2,636)
Investment income(3,613)(8,377)
Other1,129978
Adjusted EBITDA$170,905$136,992

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.

SPS COMMERCE, INC.29Form 10-Q for the Quarterly Period ended September 30, 2025

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

Nine Months EndedSeptember 30,
(in thousands, except Margin and Adjusted EBITDA Margin)20252024
Revenue$558,853$466,858
Net income67,49859,495
Margin12%13%
Adjusted EBITDA170,905136,992
Adjusted EBITDA Margin31%29%

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 nine months ended September 30, 2025 the expense impacts from disposals of certain capitalized internally developed software, disposals of other equipment, and one-time acquisition-related insurance 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 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:

Nine Months EndedSeptember 30,
(in thousands, except per share amounts)20252024
Net income$67,498$59,495
Stock-based compensation expense43,31842,264
Amortization of intangible assets27,59015,648
Realized gain from investments held and foreign currency impact on cash and investments(678)(2,636)
Other1,129978
Income tax effects of adjustments(19,935)(18,134)
Non-GAAP income$118,922$97,615
Shares used to compute net income and non-GAAP income per share
Basic37,93937,192
Diluted38,07037,785
Net income per share, basic$1.78$1.60
Non-GAAP adjustments to net income per share, basic1.351.02
Non-GAAP income per share, basic$3.13$2.62
Net income per share, diluted$1.77$1.57
Non-GAAP adjustments to net income per share, diluted1.351.01
Non-GAAP income per share, diluted$3.12$2.58
SPS COMMERCE, INC.30Form 10-Q for the Quarterly Period ended September 30, 2025

Foreign Currency Exchange Risk

Due to international operations, we have revenue, expenses, assets, and liabilities that are denominated in currencies other than the U.S. dollar, primarily the Australian dollar, Canadian dollar, and Euro. Our consolidated balance sheet, results of operations, and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. Our predominate exposure to foreign currency exchange rates are due to non-monetary assets held in currencies other than the U.S. dollar, and thus fluctuations in foreign currencies primarily result in comprehensive income (loss), not net income (loss).

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 September 30, 2025, we maintained 13% of our total cash and cash equivalents 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 $1.7 million impact on our cash and cash equivalents held in currencies other than the U.S. dollar as of September 30, 2025.

We have not used any forward contracts or currency borrowings to hedge our exposure to foreign currency exchange risk, although we may do so in the future.

During the three and nine months ended September 30, 2025, 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.

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