SPS Commerce Files 8-K: Material Agreements & Equity Sales

TL;DR

SPS Commerce filed an 8-K on 7/31 detailing new agreements and stock sales.

AI Summary

SPS Commerce, Inc. filed an 8-K on July 31, 2024, reporting on several items including entering into a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing also includes financial statements and exhibits. The company is headquartered in Minneapolis, Minnesota.

Why It Matters

This 8-K filing indicates significant corporate actions by SPS Commerce, Inc., potentially impacting its financial structure and investor relations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Numbers

• 001-34702 — SEC File Number (Identifies the company's filing history with the SEC.)
• 41-2015127 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• SPS COMMERCE INC (company) — Registrant
• 0001092699-24-000066 (filing_id) — Accession Number
• July 31, 2024 (date) — Date of Report
• Minneapolis, Minnesota (location) — Principal Executive Offices
• 612-435-9400 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share SPSC The Nasdaq Stock Market
• $206 million — e "Acquisition") totaling approximately $206 million. As partial consideration for the Acq

Filing Documents

• spsc-20240731.htm (8-K) — 34KB
• ex101.htm (EX-10.1) — 73KB
• ex991.htm (EX-99.1) — 15KB
• 0001092699-24-000066.txt ( ) — 269KB
• spsc-20240731.xsd (EX-101.SCH) — 2KB
• spsc-20240731_lab.xml (EX-101.LAB) — 23KB
• spsc-20240731_pre.xml (EX-101.PRE) — 13KB
• spsc-20240731_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 31, 2024, SPS Commerce, Inc. (the "Company") entered into a Registration Rights and Lock-Up Agreement (the "Registration Rights Agreement") with certain stockholders of SupplyPike, Inc. ("SupplyPike") that are accredited investors (the "Investors") in connection with the transactions contemplated by the Purchase Agreement (as discussed in Item 3.02 below). Pursuant to the Registration Rights Agreement, the Company will provide the Investors with customary registration rights with respect to the Common Stock Consideration. In addition, on the terms and subject to the conditions set forth in the Registration Rights Agreement, the Investors will agree not to sell, transfer or dispose of (i) 50% of the Stock Consideration during a holding period that expires 30 days after the Closing Date and (ii) the remaining 50% of the Stock Consideration during a holding period that expires 90 days after the Closing Date, in each case, selling no more than 20% of such Investor's securities on any single trading day. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, the form of which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On July 31, 2024, the Company entered into an Agreement and Plan of Merger (the "Purchase Agreement") pursuant to which the Company acquired SupplyPike through a combination of cash and share consideration (the "Acquisition") totaling approximately $206 million. As partial consideration for the Acquisition, the Company issued the Investors an aggregate of 404,587 shares of common stock of the Company (the "Common Stock Consideration"). The issuance of the Common Stock Consideration was made in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") contained in Section 4(a)(2) of the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The information contained in Item 3.02 above is incorporated herein by reference. On August 1, 2024, the Company issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit 10.1 Registration Rights and Lock-Up Agreement, dated July 31, 2024. 99.1 Press release, dated August 1, 2024 (furnished herewith). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: August 1, 2024 By: /s/ KIMBERLY NELSON Kimberly Nelson Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR