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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

                           July 27, 2022                           

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 2.02. Results of Operations and Financial Condition.

On July 27, 2022, we issued a press release disclosing our results of operations and financial condition for our three and six months ended June 30, 2022. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

Item 8.01. Other Events.

On July 27, 2022, we announced that our board of directors has authorized the repurchase of shares of our common stock in the open market or in privately negotiated purchases, or both, in an aggregate amount not to exceed $50 million. The timing and amount of any share repurchases will be based on the price of our common stock, general business and market conditions and other investment considerations and factors. The share repurchase program becomes effective on August 26, 2022 and expires on July 26, 2024. Our current share repurchase plan will terminate on the effective date of the new repurchase plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Exhibit
        
99   Press Release dated July 27, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

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: July 27, 2022 By:  /s/ KIMBERLY NELSON                                       
    Kimberly Nelson
    Executive Vice President and Chief Financial Officer
   

 

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