Sprout Social, Inc.

11. Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value. Fair value is determined based upon the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as determined by either the principal market or the

Sprout Social, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

most advantageous market. Inputs used in the valuation techniques to derive fair values are classified based on a three-level hierarchy, as follows:

•Level 1: Quoted prices in active markets for identical assets or liabilities.

•Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3: Unobservable inputs that are supported by little or no market activity.

The following tables present information about the Company’s financial assets and liabilities that are measured at fair value and indicate the fair value hierarchy of the valuation inputs used (in thousands):

As of September 30, 2026, the Company had no financial instruments that required fair value reporting. As of December 31, 2025, the Company had no Level 1 or Level 2 financial instruments. There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.

The contingent consideration presented in the December 31, 2025 fair value table above relates to the acquisition of NewsWhip in July 2025, and represented the future potential earnout payments based on the achievement of specified financial performance metrics through June 30, 2027. On September 24, 2026, the Company and the former NewsWhip shareholders entered into an amendment to the Put and Call Option Agreement. The amendment provides for a fixed payment totaling $10.0 million, payable in two installments due within the next 12 months, to such shareholders in lieu of the contingent consideration specified in the Put and Call Option Agreement. As a result, the Company’s contingent liability was reduced tozero. Refer to Note 12 for further discussion of the acquisition and the amendment.

Prior to the amendment, the fair value of the contingent consideration was determined using a scenario-based approach. The model included significant unobservable inputs including the discount rate and projected revenues over the earn-out period, and as such, the liability was classified as a Level 3 measurement. An increase in the discount rate would have resulted in a decrease in the fair value of the contingent consideration, whereas an increase in the projected revenues would have increased the fair value of the liability.

Sprout Social, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Prior to the amendment, the contingent consideration was remeasured to fair value at each reporting date. Changes in the fair value of contingent consideration, other than measurement period adjustments, were recorded within General and administrative expenses within the unaudited condensed consolidated statements of operations.

The change in fair value of the contingent consideration (a Level 3 input) was as follows (in thousands):

The carrying amounts of certain financial instruments, including cash held in banks, cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their short-term maturities and are excluded from the fair value tables above.