[8-K] Sprout Social, Inc Reports Material Event

Rhea-AI Filing Summary

Sprout Social, Inc. (SPT) furnished a Current Report on Form 8-K that reaffirms its third quarter and full year 2025 guidance previously issued in a press release on August 6, 2025. The filing notes that the press release is included as an exhibit to the Company’s Current Report filed on that date and clarifies the material is being furnished rather than "filed" for certain legal purposes. The document contains a standard cautionary statement that forward-looking statements about the Company’s financial performance are subject to uncertainties and risks, references the Company’s Annual Report and Quarterly Report for risk factors, and states management is not obligated to update forward-looking statements except as required by law.

Positive

• Reaffirmed Q3 and full year 2025 guidance, signaling management expects to meet prior targets
• Press release with guidance is included as an exhibit, providing transparency and a clear reference point

Negative

• Forward-looking statements remain subject to numerous uncertainties and risks referenced in prior filings
• The filing notes heightened risk from current market, economic, and political instability, which could affect outcomes

Insights

Corporate Finance Analyst

Reaffirmed guidance signals management confidence but remains conditioned on disclosed risks.

The Company reaffirmed Q3 and full year 2025 guidance originally released on August 6, 2025, which suggests management expects performance to track prior projections. Because the filing furnishes rather than files the press release exhibit, it reiterates the same forward-looking projections without creating new legal filing liabilities.

The filing also reiterates that those projections are subject to the Company’s disclosed risk factors and current market instability; investors should treat the reaffirmation as a restatement of prior guidance rather than new upside or downside information.

Legal & Compliance Specialist

Legal language limits liability and highlights standard forward-looking disclaimers.

The Form 8-K explicitly states the information is being furnished and not "filed," which constrains Section 18 and Securities Act liabilities. It repeats the Private Securities Litigation Reform Act cautionary language and points readers to the Annual and Quarterly Reports for detailed risk factors.

This preserves the Company’s prior guidance while maintaining standard legal protections against implied updates or warranties.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 4, 2025

Sprout Social, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-39156			27-2404165
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

131 South Dearborn St., Suite 700									60603
Chicago			,			Illinois
(Address of Principal Executive Offices)									(Zip Code)

(866) 878-3231

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share			SPT			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 7.01. Regulation FD Disclosure

On September 4, 2025, Sprout Social, Inc. (the “Company”) announced that Mike Wolff resigned from his role as the Company’s Chief Revenue Officer to pursue an opportunity at one of the Company’s strategic partners. Mr. Wolff will continue to lead the Company’s Revenue organization through the completion of the Company’s third quarter on September 30, 2025.

In addition, the Company is reaffirming the third quarter and full year 2025 guidance provided in its press release announcing second quarter 2025 financial results, issued on August 6, 2025. For more information about this guidance, refer to the press release, included as an exhibit to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2025.

The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained herein are forward-looking statements. These statements include, but are not limited to, statements about the Company’s financial performance. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond the Company’s control, that could cause actual results, performance or achievement to differ materially and adversely from those anticipated or implied in the forward-looking statements. Important factors that could cause actual results to differ materially from those indicated in these forward-looking statements, include, but are not limited to, the factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as supplemented by the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC, and in the Company’s other filings with the SEC. Moreover, you should interpret many of the risks identified in those reports as being heightened as a result of the current and ongoing instability in market, economic, and political conditions. Forward-looking statements speak only as of the date of this Current Report and are based on information available to the Company at the time those statements are made and/or management's good faith belief as of that time with respect to future events. The Company assumes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SPROUT SOCIAL, INC.
By:			/s/ Heidi Jonas
Name:			Heidi Jonas
Title:			General Counsel and Secretary

Date: September 4, 2025

FAQ

What did Sprout Social (SPT) disclose in this 8-K?

The Company reaffirmed its Q3 and full year 2025 guidance from the press release issued on August 6, 2025 and included standard forward-looking disclaimers.

Does the 8-K create new legal obligations for Sprout Social (SPT)?

No. The filing states the information is being furnished and not "filed," which limits certain liabilities under the Securities Act and Exchange Act.

Where can I find the detailed risk factors referenced in the 8-K?

The 8-K directs readers to the Company’s Annual Report for the year ended December 31, 2024 and the Quarterly Report for the quarter ended June 30, 2025 filed with the SEC.

Does the 8-K provide new financial results or changes to guidance?

No. It only reaffirms previously issued Q3 and full year 2025 guidance and does not provide new earnings data or amended forecasts.

What caveats accompany the reaffirmed guidance?

The Company warns forward-looking statements are subject to risks and uncertainties, including heightened risks from current market, economic, and political conditions.