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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-23 · 30 added, 31 removed, 140 unchanged (30% 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, 2024.

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, 2024 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.

3 unchanged sentences

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”.

During the three months ended December 31, 2024, the following directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act), which are intended to satisfy the affirmative defense conditions under 10b5-1(c) under the Exchange Act:

Type of Trading Arrangement

Name and Position Action (Adoption / Termination) Adoption / Termination

Date Rule 10b5-1* Non-

Rule 10b5-1** Total Shares and Class of Common Stock to be Sold Expiration Date

Aaron Rankin , Member of the Board of Directors

Adoption 12/3/2024 X 933,636 shares of Class A and Class B Common Stock (1)

* Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.

(1) All or a portion of the sale of these shares is subject to limit orders, which may result in all or a portion of such shares remaining unsold.

In addition, our officers (as defined in Rule 16a-1(f) under the Exchange Act), have entered into sell-to-cover arrangements, which constitute “non-Rule 10b5-1 trading arrangements,” authorizing the pre-arranged sale of shares to satisfy tax withholding obligations of the Company arising exclusively from the vesting of restricted stock units and the related issuance of shares.

The amount of shares to be sold to satisfy the Company’s tax withholding obligations under these arrangements is dependent on future events which cannot be known at this time, including the future trading price of the Company’s Class A common stock.

The expiration date relating to these arrangements is dependent on future events which cannot be known at this time, including the final vest date of the applicable restricted stock units and the officer’s termination of service.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

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.

The Code of Ethics and Conduct is available on our corporate website at https://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.

10 unchanged sentences

INDEX TO EXHIBITS

3.1 Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to Sprout Social’s Current Report on form 8-K (File No.

3.1 Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to Sprout Social’s Current Report on F orm 8-K (File No.

001-39156) filed on December 17, 2019).

3.2 Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to Sprout Social’s Current Report on form 8-K (File No.

3.2 Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to Sprout Social’s Current Report on F orm 8-K (File No.

001-39156) filed on October 31, 2022).

46 unchanged sentences

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 (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) .

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 31, 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 ).

2019 Incentive Award Plan, approved October 25, 2023 (Incorporated by reference to Exhibit 10.3 to Sprout Social’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023).

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

4 unchanged sentences

Non-Employee Director Compensation Policy (as amended effective January 1, 2022) Incorporated by Reference to Exhibit 10.22 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2021).

Amended and Restated Executive Employment Agreement, dated as of November 29, 2019, by and between the Registrant and Justyn Howard (Incorporated by reference to Exhibit 10.17 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

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

Amended and Restated Executive Employment Agreement, dated November 29, 2019, by and between the Registrant and Ryan Barretto (Incorporated by reference to Exhibit 10.18 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

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

Side Letter, dated December 28, 2020, between the Registrant and Ryan Barretto (Incorporated by reference to Exhibit 10.1 to Sprout Social’s Current Report on Form 8-K filed on December 28, 2020).

Side Letter, dated October 4, 2021, between the Registrant and Ryan Barretto (Incorporated by reference to Exhibit 10.1 to Sprout Social’s Current Report on Form 8-K filed on October 5, 2021).

Amended and Restated Executive Employment Agreement, dated as of September 30, 2024, by and between the Registrant and Justyn Howard (Incorporated by reference to Exhibit 10.2 to Sprout Social’s Current Report on Form 8-K/A filed on October 1, 2024).

Offer Letter, dated September 30, 2024, by and between the Registrant and Ryan Barretto (Incorporated by reference to Exhibit 10.1 to Sprout Social’s Current Report on Form 8-K/A filed on October 1, 2024).

10.22† Amended and Restated Executive Employment Agreement, dated as of February 20, 2020, by and between the Registrant and Joe Del Preto (Incorporated by reference to Exhibit 10.1 to Sprout Social’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).

Amended and Restated Executive Employment Agreement, dated November 29, 2019, by and between the Registrant and Jamie Gilpin (Incorporated by reference to Exhibit 10.19 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

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

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).

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

4 unchanged sentences

(Incorporated by reference to Exhibit 10.

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

1 to Sprout Social’s Quarterly Report on Form 10- Q for the quarter ended March 31, 2024 ).

19.1 Sprout Social, Inc.

Insider Trading Policy.

21.1 List of Subsidiaries of the Registrant.

7 unchanged sentences

97 Sprout Social, Inc.

Incentive Compensation Recoupment P olicy

Incentive Compensation Recoupment Policy

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.

13 unchanged sentences

SPROUT SOCIAL, INC.

/s/ Justyn Howard

Justyn Howard

Chairman of the Board of Directors and Chief Executive Officer

/s/ Ryan Barretto

Ryan Barretto

Chief Executive Officer and Director

February 26, 2025

1 unchanged sentence

Signature Title Date

/s/ Ryan Barretto

Ryan Barretto Chief Executive Officer (Principal Executive Officer) and Director February 26, 2025

/s/ Justyn Howard

Justyn Howard Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer) February 23, 2024

Justyn Howard Executive Chair and Director February 26, 2025

/s/ Peter Barris

14 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