Sprout Social reports $6.45 million net loss

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 31, October 30, 2026, there were 55,022,855 53,390,309 shares and 5,569,357 5,449,357 shares of the registrant's Class A and Class B common stock, respectively, $0.0001 par value per share, outstanding.

Forward-looking statements 3 changes

Statements in this Quarterly Report on Form 10-Q ("Quarterly Report") not based on historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include statements about Sprout Social, Inc.'s ("Sprout Social") plans, objectives, strategies, financial performance and outlook, trends, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "explore," "future," "intend," "long-term model," "may," "might," "outlook," "plan," "potential," "predict," "project," "should," "strategy," "target," "will," "would," or the negative of these terms and similar expressions intended to identify forward-looking statements, as they relate to Sprout Social, our business and our management. Forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Sprout Social and our management based on their knowledge and understanding of the business and industry, are inherently uncertain. These forward-looking statements should not be read as a guarantee of future performance or results, and stockholders should not place undue reliance on forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this Quarterly Report. Such risks, uncertainties and other important factors include, among others, the risks, uncertainties and factors set forth under "Part II—Item IA. 1A. Risk Factors" and "Part I—Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations," and in our most recent Annual Report on Form 10-K under Part I—Item 1A. "Risk Factors" and the risks and uncertainties related to the following:

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• our ability to successfully implement, and realize the benefits of, the workforce reduction plan approved in July 2026;

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• the other factors set forth under "Part II—Item IA. 1A. Risk Factors" in this Quarterly Report and in our Annual Report filed with the United States Securities and Exchange Commission ("SEC") on Form 10-K under Part I—Item 1A, "Risk Factors."

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Financial statements 174 changes

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Deferred commissions 28,956 26,995

June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 119,929 103,733 $ 95,268

Accounts receivable, net of allowances of $ 2,341 2,185 and $ 2,719 at June September 30, 2026 and December 31, 2025, respectively

Deferred commissions 29,362 26,995

Prepaid expenses and other assets 15,207 15,578 13,945

Total current assets 242,167 218,131 237,204

Property and equipment, net 9,982 9,549 9,864

Deferred commissions, net of current portion 56,093 54,054 57,049

Operating lease, right-of-use assets 8,972 8,538 9,810

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Total assets $ 522,215 $ 523,062

Intangible assets, net 34,917 32,584 39,733

Other assets, net 2,962 3,199 2,280

Total assets $ 493,177 $ 523,062

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Accounts payable $ 10,713 $ 10,115

Deferred revenue 193,419 205,639

Accounts payable $ 9,641 $ 10,115

Deferred revenue 184,571 205,639

Operating lease liabilities 2,799 2,706 2,664

Accrued wages and payroll related benefits 14,182 16,103 20,549

Accrued expenses and other 14,967 25,628 17,294

Total current liabilities 236,080 238,649 256,261

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Total liabilities 293,665 319,640

Deferred revenue, net of current portion 1,169 1,164 752

Operating lease liabilities, net of current portion 10,583 9,998 12,055

Other noncurrent liabilities 13,333 3,816 10,572

Total liabilities 286,127 319,640

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June September 30, 2026 December 31, 2025

Commitments and contingencies (Note 7) 8)

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Class A common stock, par value $ 0.0001 per share; 1,000,000,000 shares authorized; 57,997,799 55,993,986 and 54,974,573 52,955,247 shares issued and outstanding, respectively, at June September 30, 2026; 56,576,444 and 53,607,556 shares issued and outstanding, respectively, at December 31, 2025

Class B common stock, par value $ 0.0001 per share; 25,000,000 shares authorized; 5,816,301 5,696,301 and 5,609,357 5,489,357 shares issued and outstanding, respectively, at June September 30, 2026; 6,156,301 and 5,949,357 shares issued and outstanding, respectively, at December 31, 2025

Additional paid-in capital 673,832 658,956 638,894

Treasury stock, at cost ( 38,153 38,324 ) ( 37,768 )

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Accumulated deficit ( 407,135 ) ( 397,710 )

Accumulated deficit ( 413,588 ) ( 397,710 )

Total stockholders' equity 228,550 207,050 203,422

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Three Months Ended June 30, Six Months Ended June 30,

Subscription $ 121,877 $ 111,110 $ 241,897 $ 219,790

Professional services and other 1,970 668 3,447 1,277

Total revenue 123,847 111,778 245,344 221,067

Subscription 27,159 24,551 54,594 49,024

Professional services and other 600 383 1,156 748

Total cost of revenue 27,759 24,934 55,750 49,772

Gross profit 96,088 86,844 189,594 171,295

Research and development 26,643 24,587 53,590 47,816

Sales and marketing 47,416 48,152 95,962 95,604

General and administrative 24,698 26,420 48,557 51,392

Total operating expenses 98,757 99,159 198,109 194,812

Loss from operations ( 2,669 ) ( 12,315 ) ( 8,515 ) ( 23,517 )

Interest expense ( 618 ) ( 409 ) ( 1,285 ) ( 923 )

Interest income 843 946 1,594 1,841

Other expense, net ( 291 ) 356 ( 454 ) 188

Loss before income taxes ( 2,735 ) ( 11,422 ) ( 8,660 ) ( 22,411 )

Income tax expense 354 563 765 794

Net loss $ ( 3,089 ) $ ( 11,985 ) $ ( 9,425 ) $ ( 23,205 )

Three Months Ended September 30, Nine Months Ended September 30,

Subscription $ 123,385 $ 114,720 $ 365,282 $ 334,510

Professional services and other 1,762 873 5,209 2,150

Total revenue 125,147 115,593 370,491 336,660

Subscription 28,793 25,362 83,387 74,386

Professional services and other 545 422 1,701 1,170

Total cost of revenue 29,338 25,784 85,088 75,556

Gross profit 95,809 89,809 285,403 261,104

Research and development 28,914 25,068 82,504 72,884

Sales and marketing 48,926 47,034 144,888 142,638

General and administrative 24,883 26,818 73,440 78,210

Total operating expenses 102,723 98,920 300,832 293,732

Loss from operations ( 6,914 ) ( 9,111 ) ( 15,429 ) ( 32,628 )

Interest expense ( 632 ) ( 761 ) ( 1,917 ) ( 1,684 )

Interest income 872 859 2,466 2,700

Other expense, net ( 108 ) ( 294 ) ( 562 ) ( 106 )

Loss before income taxes ( 6,782 ) ( 9,307 ) ( 15,442 ) ( 31,718 )

Income tax expense ( 329 ) 74 436 868

Net loss $ ( 6,453 ) $ ( 9,381 ) $ ( 15,878 ) $ ( 32,586 )

Net loss per share attributable to common shareholders, basic and diluted $ ( 0.05 0.11 ) $ ( 0.21 0.16 ) $ ( 0.16 0.27 ) $ ( 0.40 0.56 )

Weighted-average shares outstanding used to compute net loss per share, basic and diluted 60,242,258 58,360,966 59,990,662 58,127,231 59,666,057 58,930,087 59,881,267 58,397,790

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Three Months Ended June 30, Six Months Ended June 30,

Net loss $ ( 3,089 ) $ ( 11,985 ) $ ( 9,425 ) $ ( 23,205 )

Three Months Ended September 30, Nine Months Ended September 30,

Net loss $ ( 6,453 ) $ ( 9,381 ) $ ( 15,878 ) $ ( 32,586 )

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and 94 more changes in the filing

Note 1: Nature of Operations and Summary of Significant Accounting Policies 1 change

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The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. Actual results could differ from those estimates. The Company's estimates and judgments include, but are not limited to, the estimated period of benefit for incremental costs of obtaining a contract with a customer, the incremental borrowing rate for operating leases, calculation of allowance for credit losses, valuation of assets and liabilities acquired as part of business combinations, useful lives of long-lived assets, stock-based compensation, income taxes, commitments and contingencies and litigation, among others. The Company is not aware of any events or circumstances that would require an update to its estimates and judgments or a revision of the carrying value of its assets or liabilities as of August 7, November 4, 2026, the date of issuance of this Quarterly Report on Form 10-Q. Actual results could differ from those estimates.

Note 2: Revenue Recognition 1 change

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The Company provides disaggregation of revenue based on geographic region in Note 8 9 and based on the subscription versus professional services and other classification on the unaudited condensed consolidated statements of operations, as it believes these best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

Note 3: Operating Leases 11 changes

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The following table provides a summary of operating lease assets and liabilities as of June September 30, 2026 (in thousands):

Operating lease right-of-use assets $ 8,972 8,538

Operating lease liabilities 2,799 2,706

Operating lease liabilities, non-current 10,583 9,998

Total operating lease liabilities $ 13,382 12,704

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Three Months Ended June 30, Six Months Ended June 30,

Operating lease expense $ 697 $ 652 $ 1,357 $ 1,327

Variable lease expense 467 472 934 1,302

Three Months Ended September 30, Nine Months Ended September 30,

Operating lease expense $ 617 $ 658 $ 1,974 $ 1,985

Variable lease expense 467 473 1,401 1,775

Note 4: Income Taxes 1 change

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The Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the six nine months ended June September 30, 2026, the Company recognized an immaterial provision related to state and foreign income taxes.

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Note 7: Incentive Stock Plan 6 changes

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Three Months Ended September 30, Nine Months Ended September 30, (in thousands)

Cost of revenue $ 507 $ 627 $ 1,636 $ 2,057

Research and development 3,454 5,696 14,753 18,307

Sales and marketing 2,738 5,696 12,262 17,721

General and administrative 4,718 7,010 16,777 20,905

Total stock-based compensation $ 11,417 $ 19,029 $ 45,428 $ 58,990

Note 8: Commitments and Contingencies 5 changes

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The Company has non-cancellable minimum guaranteed purchase commitments for primarily data and services. Material contractual commitments as of June September 30, 2026 that are not disclosed elsewhere are as follows (in thousands):

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Total contractual obligations $ 74,805 52,815

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Beginning on May 13, 2024, the Company and certain of its executives were named in two putative securities fraud class action cases filed in the United States District Court for the Northern District of Illinois asserting claims under Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5. The first action, captioned Munch v. Sprout Social, Inc., et al. was filed on May 13, 2024 and alleged that the defendants made false or misleading statements and omissions of fact relating to the Company's business, operations and prospects, including (i) purported integration challenges arising from the Company's August 2023 acquisition of Tagger Media, Inc. ("Tagger"), (ii) the Company's ability to service (and the viability of its strategic plan to focus on) the enterprise market, and (iii) as a result, the Company's 2024 financial guidance was required to be adjusted downward. The Munch complaint sought damages and costs on behalf of a putative class of Company stockholders from November 3, 2023 through and including May 2, 2024. The second case, captioned City of Hollywood Police Officers' Retirement System v. Sprout Social, Inc., et al (the "City of Hollywood Action"), was filed in the United States District Court for the Northern District of Illinois on July 2, 2024. It asserted claims under the same statutory provisions based on substantially similar allegations of misconduct as its predecessor, but alleged a class period beginning on November 3, 2021 and ending on May 2, 2024.

On November 12, 2024, the court appointed the Employees' Retirement System for the City of Baltimore (the "City of Baltimore"), who had been substituted as the named plaintiff in the City of Hollywood action, as the Lead Plaintiff under the Private Securities Litigation Reform Act of 1995 ("PSLRA"). The court subsequently consolidated the two cases (the "Consolidated Securities Action") on December 13, 2024.

On January 24, 2025, the City of Baltimore filed an amended Consolidated Class Action Complaint (the "AC"). The AC retains the original defendants, but adds Jason Rechel, Sprout Social's former head of Investor Relations, as an individual defendant.

Notes to the financial statements 7 changes

statutory provisions based on substantially similar allegations of misconduct as its predecessor, but alleged a class period beginning on November 3, 2021 and ending on May 2, 2024.

On November 12, 2024, the court appointed the Employees' Retirement System for the City of Baltimore (the "City of Baltimore"), who had been substituted as the named plaintiff in the City of Hollywood action, as the Lead Plaintiff under the Private Securities Litigation Reform Act of 1995 ("PSLRA"). The court subsequently consolidated the two cases (the "Consolidated Securities Action") on December 13, 2024.

On January 24, 2025, the City of Baltimore filed an amended Consolidated Class Action Complaint (the "AC"). The AC retains the original defendants, but adds Jason Rechel, Sprout Social's former head of Investor Relations, as an individual defendant.

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On March 25, 2025, the defendants filed a Motion to Dismiss (the "Motion") the AC in its entirety. On May 23, 2025, Lead Plaintiff filed a brief in opposition to this Motion. The defendants filed a reply brief in further support of the Motion on July 17, 2025. The court has yet to issue any ruling on the Motion. Under the PSLRA, discovery and other proceedings in the Consolidated Securities Action are were automatically stayed pending such a ruling.

On October 7, 2026, the court denied the defendants' Motion and ordered the defendants to file an answer to the AC. It also lifted the stay on discovery and ordered the parties to file a joint status report setting forth a proposed discovery schedule. Discovery in the case is expected to commence shortly. No trial date has been set.

On September 3, 2024, a putative stockholder derivative lawsuit captioned Hannaway v. Sprout Social, Inc. et al. (the "Hannaway Derivative Action") was filed in the United States District Court for the Northern District of Illinois against the Company's directors and certain officers. The complaint alleges that the defendants failed to disclose (or misrepresented) facts about the Company's business, operations and prospects, including that (i) the Company's sales and revenue results were not indicative of its growth as it transitioned to an enterprise sales cycle, (ii) the Company was unable to sell to enterprise customers and thus overpaid for, and faced integration challenges with respect to, Tagger, and (iii) as a result, the Company faced longer sales cycles and a slowing pipeline, requiring a downward revision of its 2024 guidance. Based on these allegations, the complaint asserts federal claims under Sections 10(b), 14(a) and 21D of the Exchange Act and Rules 10b-5 and 14a-9, and state law claims for breach of fiduciary duties, unjust enrichment, corporate waste, aiding and abetting and insider selling, and seeks damages in an unspecified amount on the Company's behalf. On October 23, 2024, the court entered a stipulation and order staying the action until the earliest of (i) entry of a final, non-appealable order on any summary judgment motions in the Consolidated Securities Action; (ii) a settlement or other mediated resolution in the Consolidated Securities Action; or (iii) as otherwise agreed to by the Parties (the "Stay Order"). Under the Stay Order, any supplemental derivative action filed in the same court will be consolidated with the Hannaway Derivative Action and subject to the terms of the Stay Order.

On December 17, 2024, a second putative derivative action captioned Munch v. Howard et al. (the "Munch Derivative Action") was filed in the United States District Court for the Northern District of Illinois against the same defendants. This complaint alleges that, beginning in November 2021, the defendants failed to disclose (or misrepresented) facts about the Company's business, operations and prospects, including that (i) the Company was neither well-equipped to grow enterprise sales nor executing on its go to market strategy to grow enterprise business; (ii) marketing to enterprise customers would elongate the Company's sales cycles, and (iii) as a result, the Company was required to adjust its

Note 9: Segment and Geographic Data 3 changes

The Company operates as one operating segment. The Company's chief operating decision maker ("CODM") is its chief executive officer, who reviews financial information for purposes of making operating decisions, assessing financial performance and allocating resources. The Company's CODM evaluates financial information on a consolidated basis and considers net loss within the unaudited condensed consolidated statements of operations to be a key measurement of profitability in evaluating financial performance, comparing budget to actuals, and making resource allocation decisions. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company's operations. Other segment items included in consolidated net loss are interest expense, interest income, other expense, net, and the provision for income taxes, which are reflected in the unaudited condensed consolidated statements of operations. As the Company operates as one operating segment, all required segment financial information is found in the unaudited condensed consolidated financial statements.

Long-lived assets by geographical region are based on the location of the legal entity that owns the assets. As of September 30, 2026 and December 31, 2025, there were no significant long-lived assets held by entities outside of the United States.

Revenue by geographical region is determined by location of the Company's customers. Revenue from customers outside of the United States was approximately 26 % for each of the nine

Note 10: Net Loss per Share 11 changes

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Three Months Ended June 30, Six Months Ended June 30,

Net loss attributable to common shareholders $ ( 3,089 ) $ ( 11,985 ) $ ( 9,425 ) $ ( 23,205 )

Weighted average common shares outstanding 60,242,258 58,360,966 59,990,662 58,127,231

Three Months Ended September 30, Nine Months Ended September 30,

Net loss attributable to common shareholders $ ( 6,453 ) $ ( 9,381 ) $ ( 15,878 ) $ ( 32,586 )

Weighted average common shares outstanding 59,666,057 58,930,087 59,881,267 58,397,790

Net loss per share, basic and diluted $ ( 0.05 0.11 ) $ ( 0.21 0.16 ) $ ( 0.16 0.27 ) $ ( 0.40 0.56 )

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RSUs outstanding 9,078,243 4,977,018

Total potentially dilutive shares 9,078,243 4,977,018

RSUs outstanding 7,744,818 5,144,909

Total potentially dilutive shares 7,744,818 5,144,909

Note 11: Fair Value Measurements 14 changes

• 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):

Level 1 Level 2 Level 3 Total

Contingent consideration $ — $ — $ 8,025 $ 8,025

Total liabilities $ — $ — $ 8,025 $ 8,025

Level 1 Level 2 Level 3 Total

Contingent consideration $ — $ — $ 8,873 $ 8,873

Total liabilities $ — $ — $ 8,873 $ 8,873

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

The contingent consideration as presented in the fair value table above relates to the acquisition of NewsWhip in July 2025, and represents the future potential earnout payments based on the achievement of specified financial performance metrics through June 30, 2027. R efer to Note 11 for further discussion of the acquisition.

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

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

Note 12: Business Combinations 6 changes

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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 is contingent upon NewsWhip's achievement of financial performance metrics through June 30, 2027. The earnout is payable in cash in two installments. The earnout is considered contingent consideration and is accounted for as a liability initially measured at fair value. As of June 30, 2026, the fair value of the contingent consideration was $ 8.0 million, which was determined using a scenario-based approach based on unobservable inputs, including management estimates and assumptions about future revenues and a discount rate. See Note 10 for additional information regarding the fair value determination of the contingent consideration. 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.

The excess of purchase consideration over the fair value of net assets acquired was recorded as goodwill, and is primarily 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.

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

MD&A 326 changes

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Sprout Social is a centralized software an AI-powered social intelligence platform that enables organizations to manage, analyze and act on their presence across social media and related digital channels. Powered by Trellis, Sprout's proprietary AI agent, the platform is designed to transform real-time social media signals into actionable insights that drive business forward. Customers use Sprout Social as a system of record for social media and to help realize business value from that channel. Currently, tens of thousands of customers across more than 100 countries rely on our platform.

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We generated revenue of $123.8 $125.1 million and $111.8 $115.6 million during the three months ended June September 30, 2026 and 2025, respectively, representing growth of 11%. 8%. We generated revenue of $245.3 $370.5 million and $221.1 $336.7 million during the six nine months ended June September 30, 2026 and 2025, respectively, representing growth of 11%. 10%. In the six nine months ended June September 30, 2026, software subscriptions contributed 99% of our revenue.

We generated net losses of $3.1 $6.5 million and $12.0 $9.4 million during the three months ended June September 30, 2026 and 2025, respectively, which included stock-based compensation expense of $15.9 $11.4 million and $20.2 $19.0 million, respectively. We generated net losses of $9.4 $15.9 million and $23.2 $32.6 million during the six nine months ended June September 30, 2026 and 2025, respectively, which included stock-based compensation expense of $34.0 $45.4 million and $40.0 $59.0 million, respectively.

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During the three months ended June 30, 2026, we incurred $0.8 million of restructuring and related expenses, consisting primarily of costs incurred in anticipation of the Plan. We estimate that we will incur total pre-tax restructuring charges of approximately $18.0 million to $20.0 million in connection with the Plan, consisting primarily of cash expenditures related to employee severance payments and benefits. We expect to recognize substantially all of these charges in the third quarter of 2026, and expect to substantially complete the Plan by the end of the third quarter of 2026, subject to local law and consultation requirements.

The charges that we expect to incur in connection with the Plan are estimates and are subject to a number of assumptions. Actual results may differ materially from these estimates. We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Plan.

On July 8, 2026, our Board of Directors (the "Board") approved a workforce reduction plan (the "Plan") designed to streamline our organizational structure and align our cost base with our strategic priorities, including our ongoing investments in AI-powered social intelligence. As part of the Plan, we will reduce reduced our workforce by approximately 20%. or approximately 260 employees.

During the nine months ended September 30, 2026, we incurred $18.3 million of restructuring and related expenses, consisting primarily of cash expenditures related to employee severance payments and benefits. Refer to Note 13 - "Restructuring" of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. While we believe that the Plan and the majority of the related cash expenditures have been substantially completed as of the end of the third quarter of 2026, we may incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Plan.

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The purchase price allocation as of the date of acquisition was finalized in the second quarter of 2026. We have included the financial results of NewsWhip in our unaudited condensed consolidated financial statements from the date of acquisition. The impact of NewsWhip's financial results following the date of acquisition were not significant to our consolidated financial statements.

On July 30, 2025, we completed the acquisition of all of the outstanding voting shares of NewsWhip Group Holdings Limited ("NewsWhip"). NewsWhip's proprietary real-time media monitoring and predictive analytics provide insights into emerging trends and narratives, and allowed us 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 is was contingent upon NewsWhip's achievement of financial performance metrics through June 30, 2027. We funded the upfront cash payment with cash on hand and $32 million of borrowings under the Facility (as defined below). Refer to Note 11 - "Business Combinations" of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion.

In September 2026, we entered into an amendment to the Put and Call Option Agreement with the former NewsWhip shareholders, under which we agreed to a fixed payment to the shareholders totaling $10 million, payable in two installments, in lieu of the contingent consideration. Refer to Note 12 -

"Business Combinations" of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion.

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We are focused on continuing to organically grow our customer base by increasing demand for our platform and penetrating our addressable market. Our growth strategy includes an increased focus on the larger enterprise market. For the six nine months ended June September 30, 2026, as compared to the six nine months ended June September 30, 2025, while our total number of customers decreased, our n umber of customers contributing $30,000 or more in annualized recurring revenue ("ARR") and $50,000 or more in ARR increased. In addition, as we continue to focus on expanding our enterprise customer base, we have experienced and expect to continue to experience longer and more expansive average sale cycles and increased pricing pressure, which may be exacerbated by the macroeconomic and geopolitical factors described above. We expect these trends to continue as we remain focused on our most sophisticated prospects and customers.

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We see international expansion as a meaningful opportunity to grow our platform. Revenue generated from non-U.S. customers during the six nine months ended June September 30, 2026 was approximately 26% of our total revenue. We have teams in Ireland, Canada, the United Kingdom, Singapore, Australia, the Philippines and Poland to support our growth internationally. We believe global demand for our platform and offerings will continue to increase as awareness of our platform in international markets grows. We will continue supporting our international operations and will evaluate opportunities to invest in local sales, customer support and customer success resources in select markets as appropriate.

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Number of customers contributing $30,000 or more in ARR 3,926 3,538 3,925 3,711

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Number of customers contributing $50,000 or more in ARR 2,127 1,826 2,155 1,947

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Sales and marketing expenses primarily consist of personnel costs directly associated with our sales and marketing department, online advertising expenses, as well as allocated overhead, including depreciation expense. Sales force commissions and bonuses are considered incremental costs of obtaining a contract with a customer. Sales commissions are earned and recorded at contract commencement for both new customer contracts and expansion of contracts with existing customers.

Research and development expenses primarily consist of personnel costs, including salaries, benefits and allocated overhead. Research and development expenses also include depreciation expense and other expenses associated with product development. We expect to continue investing in research and development as we focus on developing new features and enhancements to our plan offerings. Due to the recent reduction in our workforce, we expect the dollar amount of our research and development costs to remain relatively flat or decrease in the near term, excluding one-time items. We expect our research and development expenses to decrease as a percentage of revenue over time. Refer to Note 12 13 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion of the Plan.

Sales and marketing expenses primarily consist of personnel costs directly associated with our sales and marketing department, online advertising expenses, as well as allocated overhead, including depreciation expense. Sales force commissions and bonuses are considered incremental costs of obtaining a contract with a customer. Sales commissions are earned and recorded at contract commencement for both new customer contracts and expansion of contracts with existing customers. Sales commissions are deferred and amortized on a straight-line basis over the expected period of benefit, which we have determined to be five years. Due to the recent reduction in our workforce, we expect the dollar amount of our sales and marketing costs to decrease in the near term, excluding one-time items. We expect that our sales and marketing expenses will decrease as a percentage of total revenue over time as we continue to scale our business and drive operating efficiencies.

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Three Months Ended June 30, Six Months Ended June 30,

Subscription $ 121,877 $ 111,110 $ 241,897 $ 219,790

Professional services and other 1,970 668 3,447 1,277

Total revenue 123,847 111,778 245,344 221,067

Subscription 27,159 24,551 54,594 49,024

Professional services and other 600 383 1,156 748

Total cost of revenue 27,759 24,934 55,750 49,772

Gross profit 96,088 86,844 189,594 171,295

Three Months Ended September 30, Nine Months Ended September 30, (in thousands)

Subscription $ 123,385 $ 114,720 $ 365,282 $ 334,510

Professional services and other 1,762 873 5,209 2,150

Total revenue 125,147 115,593 370,491 336,660

Subscription 28,793 25,362 83,387 74,386

Professional services and other 545 422 1,701 1,170

Total cost of revenue 29,338 25,784 85,088 75,556

Gross profit 95,809 89,809 285,403 261,104

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Total operating expenses 98,757 99,159 198,109 194,812

Loss from operations (2,669) (12,315) (8,515) (23,517)

Interest expense (618) (409) (1,285) (923)

Interest income 843 946 1,594 1,841

Other expense, net (291) 356 (454) 188

Loss before income taxes (2,735) (11,422) (8,660) (22,411)

Income tax expense 354 563 765 794

Net loss $ (3,089) $ (11,985) $ (9,425) $ (23,205)

Total operating expenses 102,723 98,920 300,832 293,732

Loss from operations (6,914) (9,111) (15,429) (32,628)

Interest expense (632) (761) (1,917) (1,684)

Interest income 872 859 2,466 2,700

Other expense, net (108) (294) (562) (106)

Loss before income taxes (6,782) (9,307) (15,442) (31,718)

Income tax expense (329) 74 436 868

Net loss $ (6,453) $ (9,381) $ (15,878) $ (32,586)

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Three Months Ended June 30, Six Months Ended June 30,

Cost of revenue $ 555 $ 684 $ 1,129 $ 1,430

Research and development 5,374 6,405 $ 11,299 $ 12,611

Sales and marketing 4,514 6,089 $ 9,524 $ 12,025

General and administrative 5,421 6,988 $ 12,059 $ 13,895

Total stock-based compensation $ 15,864 $ 20,166 $ 34,011 $ 39,961

Three Months Ended June 30, Six Months Ended June 30,

Subscription 98 % 99 % 99 % 99 %

Three Months Ended September 30, Nine Months Ended September 30, (in thousands)

Cost of revenue $ 507 $ 627 $ 1,636 $ 2,057

Research and development 3,454 5,696 $ 14,753 $ 18,307

Sales and marketing 2,738 5,696 $ 12,262 $ 17,721

General and administrative 4,718 7,010 $ 16,777 $ 20,905

Total stock-based compensation $ 11,417 $ 19,029 $ 45,428 $ 58,990

Three Months Ended September 30, Nine Months Ended September 30, (as a percentage of total revenue)

Subscription 99 % 99 % 99 % 99 %

Professional services and other 2 1 % 1 % 1 % 1 %

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Subscription 22 % 22 % 22 % 22 %

Subscription 23 % 22 % 23 % 22 %

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Gross profit 78 % 78 % 77 % 77 %

Sales and marketing 38 % 43 % 39 % 43 %

Total operating expenses 80 % 89 % 81 % 88 %

Loss from operations (2) % (11) % (3) % (11) %

Total cost of revenue 22 23 % 22 % 23 % 23 22 %

Gross profit 77 % 78 % 77 % 78 %

Research and development 22 23 % 22 % 22 % 22 %

Sales and marketing 39 % 41 % 39 % 42 %

General and administrative 20 % 24 23 % 20 % 23 %

Total operating expenses 82 % 86 % 81 % 87 %

Loss from operations (6) % (8) % (4) % (10) %

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and 246 more changes in the filing

Market risk 6 changes

We had cash and cash equivalents totaling $103.7 million as of September 30, 2026, the majority of which was invested in money market accounts and money market funds. In recent periods, we have also had marketable securities which were invested in investment-grade corporate bonds. Such interest-earning instruments carry a degree of interest rate risk with respect to the interest income generated. Additionally, certain of these cash investments are maintained at balances beyond Federal Deposit Insurance Corporation ("FDIC") coverage limits or are not insured by the FDIC. Accordingly, there may be a risk that we will not recover the full principal of our cash investments. To date, fluctuations in interest income have not been significant. Because these accounts are highly liquid, we do not have material exposure to market risk. Our cash is held for working capital purposes. We do not enter into investments for trading or speculative purposes.

As of September 30, 2026, we had $32.5 million in secured indebtedness outstanding under the Amended Credit Agreement. The revolving line of credit bears interest at a rate of either (i) SOFR (subject to a 1.0% floor), plus 0.10%, plus a margin ranging from 2.25% to 2.75% based on the Company's Consolidated Senior Net Leverage Ratio or (ii) ABR (subject to a 2.0% floor) plus a margin ranging from 1.25% to 1.75% based on the Company's Consolidated Senior Net Leverage Ratio. Refer to Note 5 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report).

We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our financial statements.

Foreign Currency Exchange Risk

We are not currently subject to significant foreign currency exchange risk as our U.S. and international sales are predominantly denominated in U.S. dollars. However, we have some foreign currency risk related to a small amount of sales denominated in Canadian dollars, Euros and British pounds. Sales denominated in foreign currencies reflect the prevailing U.S. dollar exchange rate on the date of invoice for such sales. Decreases in the relative value of the U.S. dollar to these foreign currencies may negatively affect revenue and other operating results as expressed in U.S. dollars. We do not believe that an immediate 10% increase or decrease in the relative value of the U.S. dollar to the applicable foreign currencies would have a material effect on operating results.

We have not engaged in the hedging of foreign currency transactions to date. However, as our international operations expand, our foreign currency exchange risk may increase. If our foreign currency exchange risk increases in the future, we may evaluate the costs and benefits of initiating a foreign currency hedge program in connection with non-U.S. dollar denominated transactions.

Controls and procedures 1 change

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Our management, with the participation of our Chief Executive Officer ("CEO") who is also serving as our interim principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June September 30, 2026. Based on such evaluation, our CEO and interim principal financial officer has concluded that as of June September 30, 2026, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and interim principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Legal proceedings 1 change

See Note 7 8 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for information regarding certain legal proceedings in which we are involved, which is incorporated by reference into this Part II, Item 1.

Risk factors 2 changes

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Our Board of directors (the "Board") has approved a Share Repurchase Program to repurchase up to $50 million of our Class A common stock from time to time in the open market, in privately negotiated transactions, through block purchases, through Rule 10b5-1 trading plans, or by any combination of such methods. (the "Share Repurchase Program"). Although the Board has authorized the Share Repurchase Program, such authorization does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares.

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In July 2026, our Board approved the Plan to streamline our organizational structure and align our cost base with our strategic priorities, including our ongoing investments in AI-powered social intelligence. The Plan involves resulted in a reduction of approximately 20% of our workforce. or approximately 260 employees. We estimate that As of September 30, 2026, we will incur incurred $18.3 million in total pre-tax restructuring charges of approximately $18.0 million to $20.0 million in connection with the Plan, consisting primarily of cash expenditures related to employee severance payments and benefits. These estimates are preliminary, and We may incur additional charges that are materially higher than currently anticipated due related to factors that are beyond our control, including the outcome of any required consultations or proceedings with employee representative bodies, governmental authorities or other third parties in certain jurisdictions, as well as potential legal claims by affected employees.

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Unregistered sales of stock 14 changes

Share Repurchase Program

On May 7, 2026, the Company announced that the Board authorized the Share Repurchase Program under which the Company may repurchase up to $50 million of its Class A common stock. The Share Repurchase Program authorizes the Company to repurchase its Class A common stock from time to time in the open market, in privately negotiated transactions, through block purchases, through Rule 10b5-1 trading plans, or by any combination of such methods, all in accordance with applicable securities laws and regulations. The timing and amount of any repurchase will be determined by the Company's management at its discretion and will depend on a variety of factors, including but not limited to the market price of the Company's Class A common stock, general business and market conditions, alternative investment opportunities and funding considerations. The Share Repurchase Program does not obligate the Company to repurchase any particular amount of Class A common stock, has no set termination date and may be modified, suspended or discontinued at any time at the Board's discretion.

There were no repurchases of shares during the three months ended June 30, 2026.

Recent Sales of Unregistered Equity Securities

Issuer Purchase of Equity Securities

The following table presents our stock repurchase activity under our Share Repurchase Program during the three months ended September 30, 2026 (in thousands, except share data):

Period Total number of shares purchased (1)

Average price paid per share (2)

Total number of shares purchased as part of publicly announced program (1)

Approximate dollar value of shares that may yet be purchased under the program (1)

July 1, 2026 to July 31, 2026 — $ — — $ 50,000

August 1, 2026 to August 31, 2026 2,053,261 $ 10.15 2,053,261 $ 29,235

September 1, 2026 to September 30, 2026 509,054 $ 10.65 509,054 $ 23,836 (1) On May 7, 2026, we announced that our Board authorized the Share Repurchase Program under which we may repurchase up to $50 million of our Class A common stock. The Share Repurchase Program has no set termination date. For additional information, refer to Note 6 - "Stockholders' Equity" of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report).

(2) Average price paid per share includes brokerage commissions and excludes excise tax.

Other information 4 changes

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During the fiscal quarter ended June September 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.

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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.

Exhibits 10 changes

3.2 Amended and Restated Bylaws of the Registrant, effective as of August 3, 2026.

10.1 Offer Letter, dated July 2 8, 2026 , between Sprout Social, Inc. and Aaron Rankin.

3.1 Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to Sprout Social's Current Report on Form 8-K (File No. 001-39156) as filed with the Securities and Exchange Co mmission on December 17, 2019).

3.2 Amended and Restated Bylaws of the Registrant, effective as of August 3, 2026 ( incorporated by refe rence to E x hibit 3.2 of Sp ro ut Social ' s Qu arterly Report on Form 10- Q for the quarter ended June 30, 2026 as filed with the Securities and Ex change Commi ssion on August 7, 2026 , File No. 001-39156 ) .

10.1 Sprout Social, Inc. Inducement Grant Framework (Incorporated by reference to Exhibit 99.1 to Sprout Social's Registration Statement on Form S-8 (File No. 333-298122) as filed with the Securities and Exchange Commission on August 7, 2026).

10.2 Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement for Inducement Grant Outside of the Sprout Social, Inc. 2019 Incentive Award Plan, approved July 8, 2026 (Incorporated by reference to Exhibit 99.2 to Sprout Social's Registration Statement on Form S-8 (File No. 333-298122) as filed with the Securities and Exchange Co mmission on August 7, 2026).

10.3** Amended and Restated Put and Call Option Agreement, dated September 24, 2026, by and among Sprout Social, Inc. and the shareholders of NewsWhip Group Holdings Limited

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101 The following information from our Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Comprehensive Loss, (iv) Condensed Consolidated Statements of Stockholders' Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements

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** Certain schedules to the Amended and Restated Put and Call Option Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish the omitted schedules to the SEC upon request by the SEC.

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August 7, November 4, 2026 By: /s/ Ryan Barretto

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