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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-22 · 36 added, 15 removed, 135 unchanged (27% of the section changed)

11 unchanged sentences

Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2023.

The Company completed its acquisition of Tagger Media, Inc.

on August 2, 2023, as discussed in Note 4 - Business Combinations of the Notes to the Financial Statements (Part I, Item 8 of this Annual Report).

In accordance with guidance issued by the SEC for newly acquired businesses, management excluded Tagger from their assessment of internal control over financial reporting as of December 31, 2023.

The financial results of this acquisition are included in the consolidated financial statements and constituted 2.0% of total assets and 1.8% of total revenues, respectively, at and for the year ended December 31, 2023.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report, which is included under Item 8 of this annual report on Form 10-K.

2 unchanged sentences

Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non Rule10b5-1 trading arrangement”.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required by this item will be incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2022.

The information required by this item will be incorporated by reference to the sections entitled “Board of Directors and Corporate Governance,” “Executive Officers” and “Delinquent Section 16 Reports” (if applicable) in our Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2023.

Our written code of business conduct and ethics, the Code of Ethics and Conduct, applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

The Code of Ethics and Conduct is available on our corporate website at https://www.investors.sproutsocial.com/ under “Corporate Governance – Governance Overview.” The information on our website is not incorporated by reference in this Annual Report.

We intend to promptly disclose on our website or in a Current Report on Form 8-K in the future (i) the date and nature of any amendment (other than technical, administrative or other non-substantive amendments) to the Code of Ethics and Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K and (ii) the nature of any waiver, including an implicit waiver, from a provision of the Code of Ethics and Conduct that is granted to one of these specified individuals that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, the name of such person who is granted the waiver and the date of the waiver.

Executive Compensation

The information required by this item will be incorporated by reference to the sections entitled “Non-Employee Director Compensation,” “Board of Directors and Corporate Governance – Compensation Committee Interlocks and Inside Participation,” “Compensation Discussion and Analysis” and “Compensation of our Named Executive Officers” in our Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2023.

The information in the section entitled “Compensation of our Named Executive Officers – Pay versus Performance” will not be deemed to be incorporated by reference herein.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item will be incorporated by reference to the sections entitled “Non-Employee Director Compensation,” “Board of Directors and Corporate Governance – Compensation Committee Interlocks and Inside Participation,” “Compensation Discussion and Analysis,” “Executive Compensation” and “CEO Pay Ratio” in our Proxy Statement for the 2023 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2022.

The information required by this item will be incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2023.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item will be incorporated by reference to the sections entitled “Board of Directors and Corporate Governance” and “Related Person Transactions” in our Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2023.

Principal Accounting Fees and Services

The information required by this item will be incorporated by reference to the section entitled “Fees Paid to the Independent Registered Public Accounting Firm” in our Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days of the year ended December 31, 2023.

Exhibit, Financial Statement Schedules

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4.2 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.4 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2019).

10.1 Agreement and Plan of Merger, dated August 2, 2023, by and among Sprout Social, Inc., Tag Merger Sub, Inc., Tagger Media, Inc., and Shareholder Representative Services LLC (Incorporated by reference to Exhibit 10.1 to Sprout Social’s Current Report on Form 8-K (File No.

001-39156) filed on August 2, 2023).

10.2 Credit Agreement, dated as of August 1, 2023, by and among Sprout Social, Inc., the banks and other financial institutions or entities party thereto as lenders and MUFG Bank, LTD.

as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.2 to Sprout Social’s Current Report on Form 8-K (File No.

001-39156) filed on August 2, 2023).

Sprout Social, Inc.

16 unchanged sentences

Sprout Social, Inc.

Notice of Grant of Restricted Stock Award and Restricted Stock Award Agreement, between the Registrant and Justyn Howard (Incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No.

333-23416) filed on October 25, 2019).

10.8† Sprout Social, Inc.

2019 Incentive Award Plan (Incorporated by reference to Exhibit 10.12 to Amendment No.

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Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement pursuant to the Sprout Social, Inc.

2019 Incentive Award Plan, approved February 15, 2023.

2019 Incentive Award Plan, approved February 15, 2023 (Incorporated by reference to Exhibit 10.

14 to Sprout Social’s Annual Report on Form 10-K for the year ended December 3 1 , 2023) .

Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement pursuant to the Sprout Social, Inc.

2019 Incentive Award Plan, approved October 25, 2023 (Incorporated by reference to Exhibit 10.

3 to Sprout Social’s Quar terly Report on Form 10- Q for the quarter ended September 3 0 , 202 3 ).

Form of Non-Employee Director Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement pursuant to the Sprout Social, Inc.

16 unchanged sentences

333-23416) filed on December 2, 2019).

10.24† Executive Employment Agreement, dated January 1, 2016, by and between the Registrant and Aaron Rankin Incorporated b y Reference to Exhibit 10.29 to Sprout Social ’ s Annual Report on Form 10- K for the yea r e nded December 31, 2021) .

10.25† Amendment to Executive Employment Agreement, dated February 20, 2020, by and between the Registrant and Aaron Rankin Incorporated by Reference to Exhibit 10.

30 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2021) .

Executive Employment Agreement, dated January 1, 2016, by and between the Registrant and Aaron Rankin Incorporated by Reference to Exhibit 10.29 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2021).

Amendment to Executive Employment Agreement, dated February 20, 2020, by and between the Registrant and Aaron Rankin Incorporated by Reference to Exhibit 10.30 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2021).

Form of Indemnification Agreement between Registrant and each director and executive officer (Incorporated by reference to Exhibit 10.20 to Amendment No.

1 unchanged sentence

333-23416) filed on December 2, 2019).

21.1 List of Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-23416) filed on October 25, 2019).

Sprout Social, Inc.

2023 Executive Severance Plan, approved November 1, 2023.

(Incorporated by reference to Exhibit 10.

4 to Sprout Social’s Quarterly Report on Form 10-K for the quarter ended September 30, 2023).

21.1 List of Subsidiaries of the Registrant.

23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Sprout Social, Inc.

Incentive Compensation Recoupment P olicy

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.

30 unchanged sentences

/s/ Aaron Rankin

Aaron Rankin Chief Technology Officer and Director February 22, 2023

Aaron Rankin Director

February 23, 2024

/s/ Thomas Stanley

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures