Sprout Social, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
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Item 5. Other Information
Change in Board of Directors
On November 4, 2025, Raina Moskowitz, a member of the Board of Directors (the “Board”) of the Company, notified the Company of her decision to resign from the Board effective as of December 31,
- Ms. Moskowitz’s decision to resign was not due to any disagreement with the Company on any matter relating to the Company operations, policies or practices.
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended September 30, 2025, 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 / TerminationDate | Rule 10b5-1* | Non-Rule 10b5-1** | Total Shares and Class of Common Stock to be Sold/Purchased | Expiration Date |
|---|---|---|---|---|---|---|
| Aaron Rankin, Member of the Board of Directors | Termination | 8/14/2025 | X | 933,636 shares of Class Aand Class B CommonStock to be sold(1). | 11/4/2025 | |
| Aaron Rankin, Member of the Board of Directors | Adoption | 8/21/2025 | X | $1,000,000 of Class A shares to be purchased. | 2/20/2026 | |
| Ryan Barretto, Chief Executive Officer & Member of the Board of Directors | Termination | 8/25/2025 | X | 67,200 shares of ClassA Common Stock to be sold(1). | 12/31/2025 | |
| Ryan Barretto, Chief Executive Officer & Member of the Board of Directors | Adoption | 9/5/2025 | X | $1,000,000 of Class A shares to be purchased. | 7/9/2026 | |
| Justyn Howard, Executive Chair & Member of the Board of Directors | Adoption | 9/12/2025 | X | 480,000 shares of Class B CommonStock to be sold. | 11/16/2026 | |
| * 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. | ||||||
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.
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