SPS Commerce Inc (NASDAQ:SPSC) has initiated a formal process to explore a potential sale, appointing Morgan Stanley to advise on the effort, three people with knowledge of the situation told Reuters. The move follows campaigning by activist investors Anson Funds and Irenic Capital, who have been publicly urging changes that could include an outright sale, according to media reports.
The Minneapolis-headquartered provider of cloud-based supply-chain software has seen its market value fall sharply over the last year - approximately a 60% decline - leaving a market capitalization of about $2.1 billion. Shares were trading at $54.44 in intraday activity, down roughly 1% at the time of the report, hovering close to a 52-week low of $49.04 and materially below a 52-week high of $143.55.
Activist involvement has been visible for several months. Anson Funds disclosed a cooperation agreement with SPS Commerce in February. Earlier, Bloomberg reported that Irenic Capital had amassed a stake and was pressing for changes in January. Both activists have advocated for leadership adjustments and for the company to undertake a comprehensive review of strategic alternatives, including the option of selling the business.
The activists' campaign comes amid a pronounced slowdown in SPS Commerce's revenue trajectory. After reporting 18% revenue growth in 2025, management now projects revenue growth of only 6% to 7% for 2026 - a substantial reset that has weighed on the company's public-market valuation multiple. Market commentary in the reporting noted that growth-software names more generally have seen valuation contraction as artificial intelligence reshapes competition across the sector, prompting institutional investors to reassess exposure. One institutional investor, the Touchstone Small Company Fund, explicitly cited slowing growth as the reason for exiting its SPS Commerce stake in a first-quarter portfolio commentary.
Despite the valuation pressure, SPS Commerce retains a sizable and diversified customer base that can appeal to potential buyers. The company serves more than 50,000 customers globally, among them major retailers and brands such as Walmart, Costco, Macy's, Best Buy, Adidas and Hershey. SPS's cloud software covers electronic data interchange, inventory management and logistics functions - capabilities that generate recurring revenue and deep customer relationships that private equity sponsors have historically valued.
Analysis cited in the reporting suggested that private equity bidders may find the current situation attractive. Such sponsors often structure acquisitions with a lower entry multiple combined with leverage and targeted operational improvements, enabling them to meet return hurdles without relying on a rapid growth rebound. The commentary argued that a structured sale process run by Morgan Stanley could appear credible because buyout firms may be more natural marginal buyers than the public markets at present, and because the prevailing trading multiples may reflect a more conservative growth outlook.
Key specifics of the process remain undisclosed. Publicly available details do not include any indicative valuation range, a timeline for the review, or the identities of private equity firms that may have been contacted. It is also not clear from available reporting whether SPS Commerce's management is proactively supporting a sale or responding under activist pressure.
Investors will likely treat the company's upcoming earnings release as a significant near-term event. The Q2 2026 results are tentatively scheduled for July 23, a date that could function as a de facto deadline or catalyst for any strategic discussion. Management can expect direct questions about the strategic review during that report, and any formal update or notable absence of commentary may influence the stock. Observers should also monitor filings or public statements from Anson Funds or Irenic Capital for signals on whether the activists are satisfied with the pace of the process or intend to escalate their campaign.
Contextual note - The unfolding process highlights several dynamics at play in the enterprise software and supply-chain technology space: a marked slowdown in revenue growth for SPS Commerce, active shareholder pressure for change, and private equity's potential readiness to pursue deals where recurring revenues and large customer rosters provide a platform for operational improvements.