16 unchanged sentences
Securities Trading Plans of Directors and Executive Officers
−Removed: 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:
−Removed: Type of Trading Arrangement
−Removed: Name and Position Action (Adoption / Termination) Adoption / Termination
−Removed: Date Rule 10b5-1* Non-
−Removed: Rule 10b5-1** Total Shares and Class of Common Stock to be Sold Expiration Date
−Removed: Aaron Rankin , Member of the Board of Directors
−Removed: Adoption 12/3/2024 X 933,636 shares of Class A and Class B Common Stock (1)
−Removed: * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
−Removed: (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.
−Removed: 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.
+Added: During the three months ended December 31, 2025, no directors or 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.
+Added: In addition, our officers (as defined in Rule 16a-1(f) under the Exchange Act), have entered into sell-to-cover arrangements adopted pursuant to Rule 10b5-1, 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.
18 unchanged sentences
INDEX TO EXHIBITS
−Removed: 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.
+Added: 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.
001-39156) filed on December 17, 2019).
−Removed: 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.
+Added: 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.
001-39156) filed on October 31, 2022).
8 unchanged sentences
001-39156) filed on August 2, 2023).
−Removed: Sprout Social, Inc.
−Removed: 2010 Amended and Restated Stock Incentive Plan, as amended (Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on October 25, 2019).
−Removed: Form of Incentive Stock Option Notice and Incentive Stock Option Agreement pursuant to Sprout Social, Inc.
−Removed: 2010 Amended and Restated Stock Incentive Plan (Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on October 25, 2019).
−Removed: Sprout Social, Inc.
−Removed: 2016 Stock Plan (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on October 25, 2019).
−Removed: Amendment to Sprout Social, Inc.
−Removed: 2016 Stock Plan (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on October 25, 2019).
−Removed: Form of Notice of Grant of Stock Option and Stock Option Agreement pursuant to Sprout Social, Inc.
−Removed: 2016 Stock Plan (Incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on October 25, 2019).
−Removed: Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement pursuant to 2016 Stock Plan (Incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on October 25, 2019).
+Added: 10.3 First Amendment to Credit Agreement, dated April 4, 2025, by and among Sprout Social, Inc., the Subsidiaries of Sprout Social party thereto as Guarantors, the Lender and MUFG Bank, LTD., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.1 to Sprout Social’s Current Report on Form 8-K (File No.
+Added: 001-39156) filed on April 7, 2025).
10.4† Sprout Social, Inc.
3 unchanged sentences
10.5† Sprout Social Inc.
−Removed: 2019 Class B Incentive Award Plan (Incorporated by reference to Exhibit 10.13 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on December 2, 2019).
−Removed: Sprout Social Inc.
2019 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.14 to Amendment No.
2 unchanged sentences
10.6† Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Agreement pursuant to the Sprout Social, Inc.
−Removed: 2019 Incentive Award Plan (Incorporated by reference to Exhibit 10.15 to Amendment No.
−Removed: 1 to the Registrant’s Registration Statement on Form S-1 (File No.
−Removed: 333-23416) filed on December 2, 2019).
−Removed: 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 19, 2020 (Incorporated by reference to Exhibit 10.18 to Sprout Social’s Annual Report on Form 10-K for the year ended December 31, 2019).
11 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).
−Removed: 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).
10.13† 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).
+Added: 10.14† 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).
10.15† 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).
4 unchanged sentences
2023 Executive Severance Plan, approved November 1, 2023.
−Removed: (Incorporated by reference to Exhibit 10.
−Removed: 1 to Sprout Social’s Quarterly Report on Form 10- Q for the quarter ended March 31, 2024 ).
+Added: (Incorporated by reference to Exhibit 10.1 to Sprout Social’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).
+Added: 10.18#** Share Purchase Agreement, dated July 30, 2025, by and among Sp r out Social, Inc.
+Added: and the shareholders of NewsWhip Group Holdings Limited named therein (Incorporated by reference to Exhibit 10.1 to Sprout Social’s Current Report on Form 8-K filed on July 30, 2025).
+Added: 10.19#** Put and Call Option Agreement, dated July 30, 2025, by and among Sp r out Social, Inc.
+Added: and the shareholders of NewsWhip Group Holdings Limited named therein (Incorporated by reference to Exhibit 10.2 to Sprout Social’s Current Report on Form 8-K filed on July 30, 2025).
19.1 Sprout Social, Inc.
−Removed: Insider Trading Policy.
+Added: Insider Trading Policy (as amended on July 24, 2025) .
21.1 List of Subsidiaries of the Registrant.
18 unchanged sentences
* Furnished, not filed.
+Added: # Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).
+Added: The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
+Added: ** Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted as the registrant has determined that the omitted information is (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential.
The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.
19 unchanged sentences
Joe Del Preto Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) February 27, 2026
−Removed: /s/ Raina Moskowitz
−Removed: Raina Moskowitz Director February 26, 2025
+Added: /s/ Greg Brown
+Added: Greg Brown Director February 27, 2026
/s/ Aaron Rankin
−Removed: Aaron Rankin Director
−Removed: February 26, 2025
+Added: Aaron Rankin Director February 27, 2026
/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.