spsc-20250225

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 25, 2025

Date of report (Date of earliest event reported)

SPS COMMERCE, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-34702

41-2015127

(State of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


333 South Seventh Street, Suite 1000 Minneapolis, Minnesota						55402
(Address of Principal Executive Offices)						(Zip Code)

(612) 435-9400

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	SPSC	The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

☐

Item 5.02. Departure of Directors or Certain Oﬃcers; Election of Directors; Appointment of Certain Oﬃcers; Compensatory Arrangements of Certain Oﬃcers.

On February 25, 2025, the Board of Directors (the “Board”) of SPS Commerce, Inc. (the “Company”) approved an increase in the size of the Board from seven to eight members and appointed Razat Gaurav as a director, effective March 6, 2025, to fill the vacancy created by the increase in the size of the Board. Mr. Gaurav will serve as a director until the 2025 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation, or removal.

The Board determined that Mr. Gaurav qualifies as an independent director pursuant to the listing standards of the Nasdaq Stock Market and the rules of the U.S. Securities and Exchange Commission (the “SEC”). No determination has been made by the Board as to any committee assignments for Mr. Gaurav. Mr. Gaurav will receive compensation for his service in accordance with the Company’s non-employee director compensation program described under “Director Compensation” and will enter into the Company’s standard indemnification agreement described under “Director Indemnification Agreement,” each as set forth in the Company’s Proxy Statement filed with the SEC on April 4, 2024.

There are no arrangements or understandings between Mr. Gaurav and any other persons pursuant to which Mr. Gaurav was selected as a director of the Company. There are no relationships or related transactions between Mr. Gaurav or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

On February 25, 2025, James Ramsey, an independent member of the Board, advised the Company that he will not stand for re-election to the Board at the Company’s 2025 annual meeting of stockholders and intends to retire from the Board at that time. Mr. Ramsey has been a member of the Board since 2014 and currently serves on the Governance & Nominating Committee and the Finance & Strategy Committee. Mr. Ramsey’s decision to retire was not the result of any disagreement with the Company or management, and he will continue in his role as director until the 2025 annual meeting of stockholders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	SPS COMMERCE, INC.


Date: February 26, 2025	By:	/s/ KIMBERLY NELSON
		Kimberly Nelson
		Executive Vice President and Chief Financial Officer

SPS Commerce Inc. filed SEC Form 8-K: Leadership Update