Sprout Social, Inc.

12. Business Combinations

NewsWhip Group Holdings Limited

On July 30, 2025, the Company completed its acquisition of all of the outstanding voting shares of NewsWhip, a company incorporated in Ireland that provides real-time social intelligence. NewsWhip’s proprietary real-time media monitoring and predictive analytics provide insights into emerging trends and narratives, enabling the Company to enter the public relations and crisis monitoring space.

Consideration for the acquisition of NewsWhip consisted of an upfront cash payment of $52.3 million, subject to adjustment for cash, indebtedness and working capital, deferred consideration of $3.2 million and up to $10.0 million of an earnout, which was contingent upon NewsWhip’s achievement of financial performance metrics through June 30, 2027. The Company funded the upfront cash payment with a combination of cash on hand and $32 million borrowed under the Facility further described in Note 5.

The deferred consideration includes$1.9 million of certain research and development tax credits that were generated by NewsWhip prior to the acquisition date, additional deferred consideration of $0.8 million and a $0.5 million holdback. The holdback and additional deferred consideration were paid during the fourth quarter of 2025.

Pursuant to the Put and Call Option Agreement, the Company was originally required to make earnout payments, payable intwo installments, to the former NewsWhip shareholders, contingent upon NewsWhip’s achievement of financial performance metrics. The earnout was considered contingent consideration and was accounted for as a liability measured at fair value. The Company estimated the fair value of contingent consideration using a scenario-based approach based on unobservable inputs, including management estimates and assumptions about future revenues and a discount rate.

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, 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 and a loss in the amount of $1.7 million for the three months ended September 30, 2026

Sprout Social, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

was recorded to General and administrative expenses in the unaudited condensed consolidated statements of operations. The two installments are due within the next 12 months, and accordingly, the liability is recorded to accrued expenses and other within the unaudited condensed consolidated balance sheets.

The excess of purchase consideration over the fair value of net assets acquired was recorded as goodwill, and isprimarily attributable to expanded market opportunities from integrating the acquired developed technologies with the Company’s offerings. The goodwill is not deductible for income tax purposes.

The fair values of the tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The allocation of fair value of purchase consideration was finalized in the second quarter of 2026.

The following table summarizes the allocation of purchase price to the estimated fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands):

(1) Additional amount paid in the fourth quarter of 2025 upon completion of the review of the working capital assets acquired and liabilities assumed.

Sprout Social, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company engaged a third-party valuation expert to aid its analysis of the identifiable intangible assets acquired. All estimates, key assumptions and forecasts were either provided by or reviewed by the Company. While the Company chose to utilize a third-party valuation expert for assistance, the fair value analysis and related valuations reflect the conclusions of management and not those of any third party.

The fair values of the acquired technology and the trademark identified intangible assets were determined utilizing the relief from royalty method under the income approach. The fair values of the customer relationships and contract backlog were valued using the multi-period excess-earnings method. The Company applied judgment which involved the use of assumptions with respect to revenue growth rates, customer attrition rate, discount rate, royalty rate, obsolescence rate and total operating expenses.

Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the estimated fair values (in thousands) and estimated useful lives for the identifiable intangible assets acquired as of the acquisition date:

The Company has included the financial results of NewsWhip in its unaudited condensed consolidated financial statements from the date of acquisition. Separate financial results and pro forma financial information for NewsWhip have not been presented as the effect of this acquisition was not material to the Company’s financial results.