SPS Commerce (SPSC) risk factors, FY2025 10-K

SPS Commerce's FY2025 10-K, filed Feb 19, 2026, lists 28 risk factors. Against the prior year's 28: 1 new, 1 dropped, 4 substantially reworded.

Risk factors listed
280 groups
New this year
1vs 28 last year
Dropped
1since the prior 10-K
Substantially reworded
4of those kept
Section length
9k wordsItem 1A

What the changes say

  • International workforce exposure in Ukraine and the Philippines is newly highlighted as vulnerable to unrest, military activity, sanctions, and possible relocation.
  • Competition risk remains materially unchanged, while international expansion is framed as increasingly important to long-term growth.
  • Operating-results risk is now presented more directly as potential stock-price volatility; risk 25 was also dropped elsewhere.

What changed since the prior 10-K

New

  • New

    significant time and attention from senior management. Violations of these laws may result in severe civil and criminal sanctions and penalties, which could disrupt our business and have a material adverse effect on our reputation, results of operations or financial condition

    Unrest, military activity, Russian interference, or sanctions affecting SPS Commerce’s Ukraine and Philippines operations could force costly workforce relocation and delay services.

Dropped

  • Dropped

    Due to the foregoing factors, and other risks, including those identified in this “Risk Factors” section, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on these comparisons of our past results of operations as an indication of our future performance

Reworded

  • 63% rewritten

    The markets in which we participate are highly competitive, and our failure to compete successfully would make it difficult for us to add and retain customers and would reduce or impede the growth of our business

    The heading now emphasizes failure to compete and customer growth, but the underlying competitor examples and consolidation concerns are unchanged.

  • 34% rewritten

    Our results of operations may fluctuate in the future, which could result in volatility in our stock price

    The heading now focuses on operating-results fluctuations and stock-price volatility; the listed causes shown remain substantially similar.

  • 32% rewritten

    Because our long-term success depends, in part, on our ability to expand the sales of our products to customers located outside of the United States and expand operations to support such expansion, our business will be increasingly susceptible to risks associated with international operations

    The heading now ties international operations more explicitly to long-term success and increasing susceptibility, while the listed foreign-market risks remain unchanged.

  • 26% rewritten

    If we fail to attract, retain, and train members of our senior management team and other key personnel, our business could be adversely affected

    No substantive change is apparent: the risk still concerns attracting, retaining, and training key executive, technology, sales, and customer-success personnel.

All 28 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01If we are unable to attract new customers, or sell additional products to existing customers, or if our customers do not increase their use of our products, our revenue growth and profitability will be adversely affected
  2. 02We do not have long-term contracts with most of our recurring revenue customers, and therefore a lack of success in maintaining or improving forecasted renewal rates will have adverse effects on revenue and financial results
  3. 03Economic weakness and uncertainty could adversely affect our revenue, lengthen our sales cycles, and make it more difficult for us to forecast operating results accurately
  4. 04Our continued growth could significantly strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to implement our business plan successfully
  5. 05If we fail to attract, retain, and train members of our senior management team and other key personnel, our business could be adversely affected26% rewritten
  6. 06If the market for cloud-based supply chain management products declines or does not maintain its historical growth rates, our revenues may decline or fail to grow, and we may incur operating losses
  7. 07The markets in which we participate are highly competitive, and our failure to compete successfully would make it difficult for us to add and retain customers and would reduce or impede the growth of our business63% rewritten
  8. 08We may not be able to successfully integrate or otherwise operate newly acquired companies or businesses, which could adversely affect our financial results
  9. 09Because our long-term success depends, in part, on our ability to expand the sales of our products to customers located outside of the United States and expand operations to support such expansion, our business will be increasingly susceptible to risks associated with international operations32% rewritten
  10. 10significant time and attention from senior management. Violations of these laws may result in severe civil and criminal sanctions and penalties, which could disrupt our business and have a material adverse effect on our reputation, results of operations or financial conditionNew
  11. 11We may face exposure to fluctuations in foreign currency exchange rates, which could affect our financial condition and results of operations
  12. 12Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies could reduce our ability to compete successfully and adversely affect our results of operations
  13. 13Any new products and changes to existing products we pursue could fail to attract or retain customers or generate expected revenues
  14. 14Our business is dependent on our ability to maintain and scale our technical infrastructure, and any failure to effectively maintain or scale such infrastructure could damage our reputation, result in a potential loss of revenue, and adversely affect our financial results
  15. 15Our inability to adapt to rapid technological change could impair our ability to remain competitive
  16. 16We rely on third-party infrastructure, software and services that could take significant time, and involve a complex transition, to replace or upgrade
  17. 17Interruptions or delays from third-party data centers or to the telecommunications infrastructure we use or rely on could impair the delivery of our products and our business could suffer
  18. 18We may experience service failures or interruptions due to defects in the hardware, software, infrastructure, third-party components or processes that comprise our existing or new products, any of which could adversely affect our business
  19. 19If open source, or other no-cost products and services, expand into enterprise application and supply chain software or products, our prices, revenues, and operating results may decline
  20. 20The use of open source software in our products may expose us to additional risks and harm our intellectual property
  21. 21If we fail to protect our intellectual property and proprietary rights adequately, our business could suffer material adverse effects
  22. 22An assertion by a third-party that we are infringing its intellectual property, whether or not correct, could subject us to costly and time-consuming litigation or expensive licenses and our business might be materially harmed
  23. 23Privacy concerns and laws, evolving regulation of the internet and cloud computing, cross-border data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of our products and adversely affect our business
  24. 24The costs of compliance with and other burdens imposed by laws, regulations and standards are significant and may limit the use and adoption of our services and reduce overall demand for them, or lead to material fines, penalties, or liabilities for noncompliance
  25. 25Industry-specific regulation is evolving, and unfavorable or burdensome industry-specific laws, regulations or interpretive positions could harm our business
  26. 26Our results of operations may fluctuate in the future, which could result in volatility in our stock price34% rewritten
  27. 27Our charter documents and Delaware law may delay, discourage, or inhibit a takeover that stockholders consider favorable
  28. 28We do not intend to declare dividends on our stock in the foreseeable future

Other SPS Commerce 10-Ks

  • FY2024 10-K risk factors
    28 risks

    The company relies on short-term customer contracts in the competitive cloud-based supply chain management market. Growth depends heavily on international expansion, third-party infrastructure reliability, and intellectual property protection.

    Filed Feb 19, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.