Sprout Social, Inc.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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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.
Jun 30, 2026 · Filed Aug 7, 2026
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Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended June 30, 2026, none of our 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.
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. 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.
Amendments to Amended and Restated Bylaws
On August 3, 2026, our Board adopted amendments to our Amended and Restated Bylaws (the “Amended Bylaws”), effective immediately. The amendments, (i) clarify and expand the information we may request to assess the eligibility and qualifications of stockholder-nominated director candidates, (ii) expressly authorize the Board or an authorized committee to determine, before a stockholder meeting, whether stockholder director nominations and proposed business comply with our advance-notice bylaws, and (iii) define “affiliates” and “associates” by reference to Rule 405 under the Securities Act of 1933 for purposes of the advance-notice provisions. The Amended Bylaws also include certain conforming and administrative changes.
The foregoing description is qualified in its entirety by reference to the Amended Bylaws, filed as Exhibit 3.2 to this Quarterly Report on Form 10-Q.
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