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Sprout Social, Inc.

For the period ended Apr 7, 2026. Filed Apr 7, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 7, 2026 · Filed Apr 7, 2026

SPT$11.06+2.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrantx Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12

Sprout Social, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in the exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
SPROUT SOCIAL, INC.131 SOUTH DEARBORN STREET, SUITE 700CHICAGO, ILLINOIS 60603Notice of 2026 Annual Meeting of Stockholders and2026 Message to Our Stockholders
Fellow Stockholders:I am pleased to invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Sprout Social, Inc., a Delaware corporation (referred to herein as “Sprout Social,” “we,” “us” or the “Company”), to be held virtually via live webcast at www.virtualshareholdermeeting.com/SPT2026 at 9:00 a.m. Central Time on Wednesday, May 20, 2026. Our Annual Meeting will be held in a virtual meeting format only, via live webcast. You will not be able to attend our 2026 Annual Meeting in-person. Using the instructions provided in the accompanying proxy statement, you will be able to vote your shares and submit your questions at the virtual meeting.In order to attend the Annual Meeting, please follow the instructions in “Questions and Answers About the Proxy Materials and Our Annual Meeting—What do I need to do to attend the Annual Meeting virtually?”We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:(1) to elect two Class I directors to serve until our 2029 annual meeting of stockholders or until their successors are duly elected and qualified;(2) to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;(3)to conduct an advisory vote to approve the compensation of our named executive officers; and(4) to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.Our board of directors has fixed the close of business on March 27, 2026, as the record date (the “Record Date”) for the Annual Meeting. Stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Further information regarding how to vote prior to the annual meeting, voting rights and the matters to be voted upon is presented in the accompanying proxy statement.We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice”) instead of paper copies of this proxy statement and our annual report.On or about April 7, 2026, we expect to mail to our stockholders the Notice containing instructions on how to access our proxy statement and our annual report, including how to receive a paper copy of these materials by mail. The proxy statement and our annual report can be accessed directly at www.virtualshareholdermeeting.com/SPT2026. You will be asked to enter the control number located on your proxy card.YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual meeting, please submit your proxy as soon as possible so that your shares may be represented at the 2026 Annual Meeting.We’re building a company that our employees, customers, families, communities and investors can be proud of. On behalf of the Sprout Social board of directors, I thank you for your support and guidance.
Sincerely,
Ryan BarrettoChief Executive Officer and
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