Sprout Social Inc SEC Filings

Sprout Social, Inc. (SPT)37,422 Restricted Stock Units tied to Class A common stock. These RSUs were granted on November 17, 2025 and are scheduled to vest over three years. One-third of the award will vest on November 17, 2026, and one-eighth of the remaining units will vest on each quarterly anniversary of the grant date until they are fully vested on November 17, 2028. Each RSU represents the right to receive one share of Class A common stock, and the RSUs do not have an expiration date. The filing is made by Brown as a director of Sprout Social.

Sprout Social, Inc. appointed Gregory Scott Brown to its Board of Directors as a Class II director, effective November 11, 2025. His term will expire at the Company’s 2027 annual meeting of stockholders.

Brown will receive cash and equity compensation under Sprout Social’s Non‑Employee Director Compensation Policy, as described in the proxy filed on April 8, 2025. The Company states there are no arrangements or understandings pursuant to which he was elected and no relationships or related transactions requiring disclosure under Item 404(a).

Sprout Social reported Q3 2025 results with total revenue of $115.6 million, up 13% year over year, driven by subscription revenue of $114.7 million. Gross profit was $89.8 million, and the company posted a net loss of $9.4 million, or $0.16 per share, improving from a $17.1 million loss a year ago.

Cash and cash equivalents were $90.6 million, with $44.0 million drawn on its $100 million revolving credit facility. Remaining performance obligations were $357.1 million, with 72% expected to be recognized in the next 12 months.

Sprout closed the acquisition of NewsWhip, paying $52.3 million in cash upfront, $3.2 million deferred, and up to $10.0 million in earnout, adding $45.7 million of goodwill and $24.9 million of identifiable intangibles. During the nine months, the company recorded $2.7 million of restructuring charges and reduced Chicago office space.

Customer mix continued to shift upmarket: customers contributing more than $10,000 in ARR reached 9,756 and more than $50,000 in ARR reached 1,947 as of September 30, 2025.

Sprout Social (SPT) reported an insider transaction by CFO and Treasurer Joseph Del Preto. On November 4, 2025, he sold 1,500 shares of Class A Common Stock at $10.22 per share (transaction code “S”). The sale was executed under a Rule 10b5-1 trading plan adopted on August 20, 2024.

After the sale, Del Preto beneficially owned 238,868 shares, which includes restricted stock units (RSUs): 4,383 RSUs vest in two equal quarterly installments beginning December 1, 2025; 15,237 RSUs vest in six equal quarterly installments beginning December 1, 2025; 34,452 RSUs vest in ten equal quarterly installments beginning December 1, 2025; and 118,613 RSUs vest with 25% on March 1, 2026 and the remainder in twelve equal quarterly installments beginning June 1, 2026. Each RSU represents one share of Class A Common Stock.

Sprout Social (SPT) disclosed a Form 4 for Executive Chair and director Justyn R. Howard. On 11/04/2025, he converted 20,000 shares of Class B common stock into Class A and sold 20,000 Class A shares at a weighted average price of $10.218 under a Rule 10b5-1 trading plan.

After these transactions, indirect holdings were 7,417 shares of Class A and 1,721,190 shares of Class B across family trusts. Class B carries 10 votes per share, has no economic rights, and is exchangeable one-for-one into Class A at any time.

Sprout Social (SPT) furnished an 8-K announcing results for the quarter ended September 30, 2025 and providing a business outlook. The Company issued a press release and posted an investor presentation on its website.

Exhibits 99.1 (press release) and 99.2 (investor presentation) were furnished under Items 2.02 and 7.01 and are not deemed filed under the Exchange Act. The materials include forward-looking statements and reference risk factors in prior SEC filings.

Sprout Social CFO Joseph Del Preto reported the sale of 1,500 shares of Class A common stock on 10/07/2025 under a pre-existing 10b5-1 plan. The reported weighted-average sale price was $11.815 per share, with individual trade prices ranging from $11.68 to $12.01. After the sale, the reporting person beneficially owns 240,368 shares, held directly, which include multiple tranches of restricted stock units (RSUs) with scheduled vesting beginning 12/01/2025 and a separate tranche with 25% vesting on 03/01/2026, then quarterly thereafter. The filing was signed by an attorney-in-fact on 10/08/2025. No derivative transactions were reported.

Executive Chair and 10% owner Justyn R. Howard reported insider transactions on 10/07/2025 executed under a 10b5-1 plan adopted on 09/10/2024. The filing shows a disposition of 20,000 shares of Class A common stock sold at a weighted average price of $11.81, and a contemporaneous conversion/acquisition entry for 20,000 Class B shares treated as convertible to Class A. After the transactions, the reporting person directly or indirectly holds 7,417 Class A shares and an aggregate of 1,741,190 Class A-equivalent shares when including Class B holdings held across several revocable and gift trusts where the reporting person or spouse serves as trustee. Class B shares carry 10 votes each and are exchangeable one-for-one into Class A shares.

An individual intends to sell 3,000 shares of common stock on 10/07/2025 with an aggregate market value of $36,780.00. The shares represent restricted stock units acquired from the issuer on 03/01/2024. The filing reports 52,645,842 shares outstanding for the issuer and names Morgan Stanley Smith Barney LLC as the broker for the planned sale on NASDAQ.

The notice also lists recent sales over the past three months attributed to the same person, including 1,500 shares sold on 09/03/2025 (proceeds $22,777.50), 3,644 shares sold on 09/03/2025 (proceeds $55,253.97), and 1,500 shares sold on 08/05/2025 (proceeds $24,627.15). The filer certifies no undisclosed material adverse information and notes reliance on any applicable trading plan instructions where indicated.