Sprout Social, Inc 10-Q for FY2025 Q3
Sprout Social, Inc. (SPT)
10-Q
2025-11-06
For: 2025-09-30
View Original
Added on
April 10, 2026
About this 10-Q
Sprout Social, Inc filed this 10-Q on November 6, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $115.59M
- up 12.6% from $102.64M a year earlier
- Net loss
- $9.38M
- compared with a net loss of $17.09M a year earlier
- Diluted EPS
- -$0.16
- compared with -$0.30 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
_________________________________
(Mark One)
For the quarterly period ended September 30, 2025
For transition period from to
Commission File Number 001-39156
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(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| , | ||||||||
| , | ||||||||
(Address of principal executive offices and zip code) | ||||||||
(Registrant's telephone number, including area code) | ||||||||
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| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes ☒ No
As of October 31, 2025, there were 53,179,992 shares and 6,009,357 shares of the registrant’s Class A and Class B common stock, respectively, $0.0001 par value per share, outstanding.
TABLE OF CONTENTS
| Page | ||||||||
| PART I - FINANCIAL INFORMATION | ||||||||
Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II - OTHER INFORMATION | ||||||||
| Item 1. | ||||||||
Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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,” “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. 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:
•our ability to attract, retain, and grow customers;
•our future financial performance, including our revenue, cost of revenue, gross profit, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain profitability;
•our ability to access third-party APIs and data on favorable terms;
•our ability to increase spending of existing customers;
•the evolution of the social media industry, including technological advances, utilization of artificial intelligence (AI) and adapting to new regulations and use cases;
•the introduction of AI technologies into our products, which may lead to increased governmental or regulatory scrutiny;
•our ability to innovate and provide a superior customer experience;
•our ability to successfully enter new markets, manage our international expansion and comply with any applicable laws and regulations;
•our ability to successfully adapt our sales, success, and compliance efforts to the demands of sophisticated enterprise customers;
•our ability to maintain and enhance our brand;
•our estimates of the size of our market opportunities;
•the effects of increased competition from our market competitors or new entrants to the market;
•our ability to securely maintain customer and other third-party data;
2
•our ability to comply with existing, modified or new laws and regulations applying to our business, including data privacy and security regulations;
•our ability to maintain, protect and enhance our intellectual property;
•worldwide economic and political conditions, including the macroeconomic impacts of fluctuations in inflation, interest rates and currency exchange rates, volatility in the capital markets, tariffs and trade tensions, changes in government spending and ongoing overseas conflict, and their impact on demand for our platform and products;
•our ability to acquire, invest in, and integrate other businesses or technologies into our business or achieve the expected benefits of such acquisitions and technologies;
•our ability to attract and retain qualified employees and key personnel;
•our ability to manage our substantial debt in a way that does not adversely affect our business; and
•the other factors set forth under “Part II—Item IA. 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.”
These factors are not necessarily all of the important factors that could cause our actual financial results, performance, achievements or prospects to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update forward-looking statements to reflect actual results, changes in assumptions, laws or other factors affecting forward-looking information, except to the extent required by applicable laws. Therefore, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
In addition, statements such as "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this report. While we believe such information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
| Sprout Social, Inc. | |||||||||||
| Condensed Consolidated Balance Sheets (Unaudited) | |||||||||||
| (in thousands, except share and per share data) | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Marketable securities | |||||||||||
Accounts receivable, net of allowances of $ | |||||||||||
| Deferred commissions | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Deferred commissions, net of current portion | |||||||||||
| Operating lease, right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Operating lease liabilities | |||||||||||
| Accrued wages and payroll related benefits | |||||||||||
| Accrued expenses and other | |||||||||||
| Total current liabilities | |||||||||||
| Revolving credit facility | |||||||||||
| Deferred revenue, net of current portion | |||||||||||
| Operating lease liabilities, net of current portion | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
4
| Sprout Social, Inc. | ||
| Condensed Consolidated Balance Sheets (Unaudited) (cont’d) | ||
| (in thousands, except share and per share data) | ||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Commitments and contingencies (Note 7) | |||||||||||
| Stockholders’ equity | |||||||||||
Class A common stock, par value $ | |||||||||||
Class B common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Treasury stock, at cost | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
Total liabilities and stockholders’ equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
5
| Sprout Social, Inc. | ||
| Condensed Consolidated Statements of Operations (Unaudited) | ||
| (in thousands, except share and per share data) | ||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Subscription | $ | $ | $ | $ | |||||||||||||||||||
| Professional services and other | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Subscription | |||||||||||||||||||||||
| Professional services and other | |||||||||||||||||||||||
| Total cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per share attributable to common shareholders, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average shares outstanding used to compute net loss per share, basic and diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
6
| Sprout Social, Inc. | ||
| Condensed Consolidated Statements of Comprehensive Loss (Unaudited) | ||
| (in thousands) | ||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||
| Net unrealized gain (loss) on available-for-sale securities, net of tax | ( | ||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
7
| Sprout Social, Inc. | ||
| Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) | ||
| (in thousands, except share data) | ||
Voting Common Stock (Class A and B) | Additional Paid-in Capital | Treasury Stock | Accumulated other comprehensive loss | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock from equity award settlement | — | ||||||||||||||||||||||||||||||||||||||||||||||
Taxes paid related to net share settlement of equity awards | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive gain (loss), net of tax | |||||||||||||||||||||||||||||||||||||||||||||||
Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Voting Common Stock (Class A and B) | Additional Paid-in Capital | Treasury Stock | Accumulated other comprehensive loss | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
Exercise of stock options | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock from equity award settlement | — | ||||||||||||||||||||||||||||||||||||||||||||||
Taxes paid related to net share settlement of equity awards | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive gain, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||
Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
8
| Sprout Social, Inc. | ||
| Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) | ||
| (in thousands, except share data) | ||
Voting Common Stock (Class A and B) | Additional Paid-in Capital | Treasury Stock | Accumulated other comprehensive loss | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock from equity award settlement | — | ||||||||||||||||||||||||||||||||||||||||||||||
Taxes paid related to net share settlement of equity awards | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with employee stock purchase plan | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Voting Common Stock (Class A and B) | Additional Paid-in Capital | Treasury Stock | Accumulated other comprehensive loss | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
Exercise of stock options | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock from equity award settlement | — | ||||||||||||||||||||||||||||||||||||||||||||||
Taxes paid related to net share settlement of equity awards | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock in connection with employee stock purchase plan | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive gain, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||
Net loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
9
| Sprout Social, Inc. | ||
| Condensed Consolidated Statements of Cash Flows (Unaudited) | ||
| (in thousands) | ||
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities | |||||||||||
| Depreciation and amortization of property, equipment and software | |||||||||||
| Amortization of line of credit issuance costs | |||||||||||
| Accretion of discount on marketable securities | ( | ( | |||||||||
| Amortization of acquired intangible assets | |||||||||||
| Amortization of deferred commissions | |||||||||||
| Amortization of right-of-use operating lease asset | |||||||||||
| Stock-based compensation expense | |||||||||||
| Provision for accounts receivable allowances | |||||||||||
| Loss on lease termination | |||||||||||
| Accretion of contingent consideration | |||||||||||
| Changes in operating assets and liabilities, excluding impact from business acquisition | |||||||||||
| Accounts receivable | |||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Deferred commissions | ( | ( | |||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Deferred revenue | ( | ||||||||||
| Lease liabilities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Expenditures for property and equipment | ( | ( | |||||||||
| Payments for business acquisition, net of cash acquired | ( | ( | |||||||||
| Proceeds from maturity of marketable securities | |||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities | |||||||||||
| Borrowings from line of credit | |||||||||||
| Repayments of line of credit | ( | ( | |||||||||
| Payments for line of credit issuance costs | ( | ||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Proceeds from employee stock purchase plan | |||||||||||
| Employee taxes paid related to the net share settlement of stock-based awards | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents, and restricted cash | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash, included in prepaid expenses and other assets | |||||||||||
| Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | $ | $ | |||||||||
| Supplemental disclosure of noncash investing and financing activities | |||||||||||
10
| Sprout Social, Inc. | ||
| Condensed Consolidated Statements of Cash Flows (Unaudited) | ||
| (in thousands) | ||
| Fair value of contingent consideration in connection with business acquisition | $ | $ | |||||||||
| Deferred consideration in connection with business acquisition | $ | $ | |||||||||
| Operating lease liability arising from operating ROU asset obtained | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
11
| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
1.Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Sprout Social, Inc. (“Sprout Social” or the “Company”), a Delaware corporation, began operating on April 21, 2010 to design, develop and operate a web-based comprehensive social media management tool enabling companies to manage and measure their online presence. Customers access their accounts online via a web-based interface or a mobile application. Some customers also purchase the Company’s professional services, which primarily consist of consulting and training services. The Company’s fiscal year end is December 31. The Company’s customers are primarily located throughout the United States, and a portion of customers are located in foreign countries. The Company is headquartered in Chicago, Illinois.
Principles of Consolidation and Basis of Presentation
The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025.
Use of Estimates
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 November 6, 2025, the date of issuance of this Quarterly Report on Form 10-Q. Actual results could differ from those estimates.
12
| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
Summary of Significant Accounting Policies
The Company’s significant accounting policies are discussed in Note 1 - “Nature of Operations and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025. There have been no significant changes to these policies during the nine months ended September 30, 2025, except as noted below.
Business Combinations
The Company recognizes and measures the assets acquired, liabilities assumed and any contingent consideration in a business combination based on their estimated fair values at the acquisition date. Any excess or deficiency of the purchase consideration, including the fair value of contingent consideration, when compared to the fair value of the net assets acquired, if any, is recorded as goodwill or gain from a bargain purchase.
Such valuations require that management make estimates and assumptions, especially with respect to the identifiable intangible assets and contingent consideration. The estimates and assumptions include, but are not limited to, the selection of valuation methodologies, estimates of future revenue and cash flows, the time and expense to recreate the intangible assets, useful lives, customer churn rate, and discount rates.
Restructuring
Restructuring charges consist primarily of employee severance, one-time termination benefits related to the reduction of the Company’s workforce, and other costs. One-time termination benefits and other costs are generally recognized in the period in which the liability is incurred.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The ASU will be effective
13
| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
for the Company beginning with its annual report for the year ending December 31, 2025 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The ASU requires the disclosure of more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the statement of operations. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that this standard may have on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The ASU is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, on a prospective basis, with early adoption permitted. The Company is currently evaluating the impact of electing the practical expedient and the impact it may have on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The ASU amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40, including removing stage-based rules and replacing them with a principles-based framework to be more aligned with modern software development practices. The ASU is effective for all entities for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
2.Revenue Recognition
Disaggregation of Revenue
The Company provides disaggregation of revenue based on geographic region in Note 8 - “Segment and Geographic Data” of the Notes to the Financial Statements 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.
Deferred Revenue
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
September 30, 2025 and 2024 that was included in deferred revenue at the beginning of each period was $81.2 million and $70.1 million, respectively. The amount of revenue recognized during the nine months ended September 30, 2025 and 2024 that was included in deferred revenue at the beginning of each period was $160.8 million and $127.1 million, respectively.
As of September 30, 2025, including amounts already invoiced and amounts contracted but not yet invoiced, $357.1 million of revenue is expected to be recognized from remaining performance obligations, of which 72 % is expected to be recognized in the next 12 months, with the remainder thereafter.
3.Operating Leases
The Company has operating lease agreements for offices in Chicago, Illinois; Seattle, Washington; Dublin, Ireland; and Kraków, Poland. The Chicago lease expires in December 2032, the Seattle lease expires in January 2031, the Dublin lease expires in June 2027, and the Kraków lease expires in December 2029. These operating leases require monthly rental payments ranging from approximately $24,000 to $142,000 . Under the terms of the lease agreements, the Company is also responsible for its proportionate share of taxes and operating costs, which are treated as variable lease costs. The Company’s operating leases typically contain options to extend or terminate the term of the lease. The Company currently does not include any options to extend leases in its lease terms as it is not reasonably certain to exercise them. As such, it has recorded lease obligations only through the initial optional termination dates above.
In April 2025, the Company entered into an amendment to its Chicago office lease agreement providing for the early termination of one floor of the leased space. Following the early termination, the Company’s office space was reduced from approximately 128,000 square feet to approximately 64,000 square feet. The Company determined that the amendment will be treated as a lease termination. As a result of the termination, the Company recorded a net loss of approximately $1.2 million, consisting of a gain of approximately $0.2 million associated with the write-off of the lease liability and a loss on disposal of leasehold improvements of approximately $1.4 million. These amounts were recorded in General and administrative expenses in the unaudited consolidated statements of operations.
The following table provides a summary of operating lease assets and liabilities as of September 30, 2025 (in thousands):
| Assets | |||||
| Operating lease right-of-use assets | $ | ||||
| Liabilities | |||||
| Operating lease liabilities | |||||
| Operating lease liabilities, non-current | |||||
| Total operating lease liabilities | $ | ||||
The following table provides information about leases in the unaudited condensed consolidated statements of operations (in thousands):
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease expense | |||||||||||||||||||||||
Within the unaudited condensed consolidated statements of operations, operating and variable lease expense are recorded in General and administrative expenses. Cash payments related to operating leases for the nine months ended September 30, 2025 and 2024 were $4.7 million and $6.2 million, respectively. As of September 30, 2025, the weighted-average remaining lease term is 6.0 years and the weighted-average discount rate is 7.0 %.
Remaining maturities of operating lease liabilities as of September 30, 2025 are as follows (in thousands):
| Years ending December 31, | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total future minimum lease payments | $ | ||||
| Less: imputed interest | ( | ||||
| Total operating lease liabilities | $ | ||||
4.Income Taxes
The provision for income taxes for interim periods is generally determined using an estimate of the Company’s annual effective tax rate, excluding jurisdictions for which no tax benefit can be recognized due to valuation allowances. The Company’s effective tax rate differs from the U.S. federal statutory rate primarily due to a valuation allowance related to the Company’s federal and state deferred tax assets.
There is no provision for domestic income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. For the nine months ended September 30, 2025, the Company recognized an immaterial provision related to foreign income taxes.
The Company assesses all available positive and negative evidence to evaluate the realizability of its deferred tax assets and whether or not a valuation allowance is necessary. The Company’s three-year cumulative loss position was significant negative evidence in assessing the need for a valuation allowance. The weight given to positive and negative evidence is commensurate with the extent such evidence may be objectively verified. Given the weight of objectively verifiable historical losses from operations, the Company has recorded a full valuation allowance on its deferred tax assets related to domestic operations and certain deferred tax assets related to foreign operations. The Company may be able to reverse the valuation allowance when sufficient positive evidence exists to support the reversal of the valuation allowance.
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
Enactment of the One Big Beautiful Bill Act of 2025
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, deductions for domestic research and development expenditures. For the nine months ended September 30, 2025, the impact of the Act on our consolidated financial statements was not material. The Company continues to evaluate the provisions of the new law and the potential impact on the Company’s financial position, results of operations, and cash flows.
5.Revolving Line of Credit
On August 1, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, the banks and other financial institutions or entities party thereto as lenders and MUFG Bank, LTD. as administrative agent and collateral agent. The Credit Agreement provides for a $100.0 million senior secured revolving credit facility (the “Facility”). Borrowings under the Facility may be used to finance acquisitions and other investments permitted under the terms of the Credit Agreement, to pay related fees and expenses and for general corporate purposes. At September 30, 2025, the Company had an outstanding balance of $44.0 million under the Facility.
On April 4, 2025, the Company entered into the First Amendment to Credit Agreement (the “Amendment”, and the Credit Agreement as amended thereby, the “Amended Credit Agreement”) which, among other things, extended the maturity date of the Facility from August 1, 2028 to April 4, 2030 and revised the manner in which the applicable interest rate is determined from a liquidity based determination to a leverage based determination. In addition, the Amendment removed the minimum liquidity and annual recurring revenue covenants contained in the Credit Agreement and replaced them with financial covenants as to (i) maximum Consolidated Senior Net Leverage Ratio and (ii) minimum Consolidated Interest Coverage (each as defined in the Amended Credit Agreement). As of September 30, 2025, the Company was in compliance with such financial covenants in the Amended Credit Agreement.
Pursuant to the Amended Credit Agreement, borrowings under the Facility may be designated as SOFR Loans or ABR Loans (each as defined in the Amended Credit Agreement), subject to certain terms and conditions under the Amended Credit Agreement, and bear 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. For the nine months ended September 30, 2025, the borrowings under the Facility were designated as SOFR Loans and the weighted average interest rate in effect for the outstanding balance was approximately 6.88 %. The Facility also includes a quarterly commitment fee on the unused portion of the Facility of 0.30 % or 0.35 % based on the Company’s Consolidated Senior Net Leverage Ratio.
The Amended Credit Agreement includes customary conditions to credit extensions, covenants and customary events of default, including restrictions on the Company’s ability to incur liens, incur indebtedness, make or hold investments, execute certain change of control transactions, business combinations or other fundamental changes to its business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions, subject to customary exceptions.
Debt issuance costs associated with the Facility were recorded to Other assets, net within the unaudited condensed consolidated balance sheets and are being amortized as interest expense on a straight-line basis over the term of the Facility.
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
6.Incentive Stock Plan
Stock-based compensation expense is included in the unaudited condensed consolidated statements of operations as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | |||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | |||||||||||||||||||
7.Commitments and Contingencies
Contractual Obligations
The Company has non-cancellable minimum guaranteed purchase commitments for primarily data and services. Material contractual commitments as of September 30, 2025 that are not disclosed elsewhere are as follows (in thousands):
| Years ending December 31, | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total contractual obligations | $ | ||||
Legal Matters
From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings.
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
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
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.
The AC makes similar allegations to those asserted in the City of Hollywood Action and adds additional allegations, including purported statements attributed to 15 anonymous confidential witnesses. Most of these individuals are described in the AC as former Sprout Social sales representatives. It claims that the defendants failed to disclose that the Company lacked the infrastructure to successfully implement its strategic shift to the enterprise business market, which purportedly rendered positive statements about enterprise business generation and prospects, and Sprout Social’s financials, misleading. More specifically, the AC alleges that (1) Sprout Social’s “inbound” sales strategy model, which it also applied to enterprise sales efforts, was not effective for generating enterprise business; (2) Sprout Social’s platform lacked certain features valued by large clients; (3) Sprout Social’s partnership with Salesforce would not necessarily increase Sprout Social’s enterprise business; and (4) Sprout Social’s emphasis on ARR as a key metric for financial performance was misleading, given Sprout Social’s own abandonment of the metric as a viable performance indicator.
The AC alleges a slightly longer class period than that alleged in the City of Hollywood Action, beginning on September 22, 2021, and ending on May 2, 2024 (the City of Hollywood Action alleged class period that began on November 3, 2021 and ended on May 2, 2024).
On March 25, 2025, 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. 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 automatically stayed pending such a ruling.
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
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
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 2024 financial guidance downward. Based on these allegations, plaintiff asserts federal claims under Section 14(a) of the Exchange Act and a state law claim for breach of fiduciary duty, and seeks damages in an unspecified amount on the Company’s behalf. On February 14, 2025, the court consolidated the Munch Derivative Action with the Hannaway Derivative Action (the “Consolidated Derivative Action”) and stayed the Consolidated Derivative Action under the terms of the Stay Order.
The Company intends to vigorously defend against the claims asserted in the foregoing actions. The outcomes of these actions are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The Company could be forced to expend significant resources in the defense of these actions and may not prevail. The Company currently is not able to estimate the possible cost from these matters, which are at an early stage, and the Company cannot be certain how long it may take to resolve these actions or the possible amount of any damages that the Company may be required to pay. Such amounts could be material to the Company’s financial statements. The Company has not established any reserve for any potential liability relating to these actions. It is possible that the Company could, in the future, incur a judgment for monetary damages and/or enter into a settlement(s) in connection therewith, which could be material to the Company’s results of operations, financial position and cash flows.
Indemnification
8.Segment and Geographic Data
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. 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 (benefit from) income taxes, which are reflected in the unaudited consolidated statements of
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
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, 2025 and December 31, 2024, 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 % and 27 % for each of the nine months ended September 30, 2025 and 2024, respectively. Revenue by geographical region is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
9.Net Loss per Share
Basic net loss per share is calculated by dividing the net loss by the weighted average number of outstanding shares of common stock for each period. Diluted net loss per share is calculated by giving effect to all potential dilutive common stock equivalents, which includes stock options and restricted stock units. Because the Company incurred net losses each period, the basic and diluted calculations are the same. Basic and diluted net loss per share are the same for each class of common stock, as both Class A and Class B stockholders are entitled to the same liquidation and dividend rights.
The following table presents the calculation for basic and diluted net loss per share (in thousands, except share and per share data):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Net loss per share, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
The following outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share for each period, as the impact of including them would have been anti-dilutive.
| September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Stock options outstanding | |||||||||||
| RSUs outstanding | |||||||||||
| Total potentially dilutive shares | |||||||||||
10. 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 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):
| September 30, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | |||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Marketable Securities: | |||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | |||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
There were no transfers of financial instruments between Level 1, Level 2, and Level 3 during the periods presented.
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
The contingent consideration as presented in the fair value table above relates to the acquisition of NewsWhip Group Holdings Limited (“NewsWhip”) in July 2025, and represents the future potential earnout payments based on the achievement of specified financial performance metrics through June 30, 2027. Refer to Note 11 - “Business Combinations” 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. The contingent consideration was classified as Level 3 within the fair value hierarchy.
The contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved. Changes in the fair value of contingent consideration, other than measurement period adjustments, are recorded within General and administrative expenses within the condensed consolidated statements of operations. The current and non-current portions of contingent consideration are recorded to Accrued expenses and other and Other noncurrent liabilities, respectively, within the condensed consolidated balance sheets.
Marketable securities are classified within Level 2 because they are valued using inputs other than quoted prices that are directly or indirectly observable in the market. The Company’s marketable securities, which were accounted for as available-for-sale securities, matured as of June 30, 2025. There was not a significant difference between the amortized cost and fair value of these securities in the periods presented, and the gross unrealized gains and losses associated with these securities were immaterial. There were no available-for-sale securities as of September 30, 2025.
11. 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 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 September 30, 2025, the fair value of the contingent consideration was $8.5 million, of which $4.5 million was recorded within Accrued expenses and other and $4.0 million was recorded within Other noncurrent liabilities in the unaudited condensed consolidated balance sheets. See Note 10 - “Fair Value Measurements” for additional information regarding the fair value determination of the contingent consideration. The deferred consideration primarily includes the value of certain research and development tax credits that were generated by NewsWhip prior to the acquisition date and a holdback amount.
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 - “Revolving Line of Credit”. For the nine
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
months ended September 30, 2025, the Company incurred $1.8 million of acquisition-related costs, which were primarily related to advisory and legal costs, and were recorded within General and administrative expense in the unaudited condensed consolidated statements of operations.
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.
The fair values of the tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. These estimates are based on preliminary information and may be subject to further revision as additional information is obtained during the measurement period, which may last up to 12 months from the date of the acquisition. The primary areas that remain preliminary as of September 30, 2025 relate to the fair values of intangible assets acquired, contingent consideration payable, goodwill and related deferred tax impacts. The Company expects to finalize the fair value measurements as soon as practicable, but not later than 12 months from the date of acquisition.
The following table summarizes the preliminary allocation of purchase price to the estimated fair values of assets acquired and liabilities assumed as of the acquisition date (in thousands):
| July 30, 2025 | |||||
| Consideration: | |||||
| Cash | $ | ||||
| Contingent consideration at fair value | |||||
| Deferred consideration | |||||
| Total purchase consideration | $ | ||||
| Recognized amount of identifiable assets acquired and liabilities assumed: | |||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable | |||||
| Other current and noncurrent assets | |||||
| Intangible assets | |||||
| Accounts payable, accrued expenses and other liabilities | ( | ||||
| Deferred revenue | ( | ||||
| Deferred tax liabilities | ( | ||||
| Net assets acquired, excluding Goodwill | |||||
| Goodwill | |||||
| Total purchase price allocation | $ | ||||
| Cash and cash equivalents acquired | ( | ||||
| Total consideration, net of cash acquired | $ | ||||
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| 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.
The fair value of the contingent consideration was determined using a scenario-based approach. This fair value measurement was based on unobservable inputs, including management estimates and assumptions about future revenues and a discount rate, and is, therefore, classified as Level 3 within the fair value hierarchy presented in Note 10 - “Fair Value Measurements”. The contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved. Changes in the fair value of contingent consideration, other than measurement period adjustments, are recorded within General and administrative expenses within the condensed consolidated statements of operations.
Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the estimated preliminary fair values (in thousands) and estimated useful lives for the identifiable intangible assets acquired as of the acquisition date:
| Fair Value | Expected Useful Life | |||||||
| Acquired Technology | $ | |||||||
| Customer Relationships | ||||||||
| Trademark | ||||||||
| Contract Backlog | ||||||||
| $ | ||||||||
In connection with the acquisition, the Company acquired net operating loss carryforwards of approximately $31.8 million attributable to NewsWhip's Irish operations, against which a full valuation allowance has been recorded on the related deferred tax asset.
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.
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
Goodwill
The changes in the carrying amount of goodwill during the nine months ended September 30, 2025 were as follows (in thousands):
Goodwill balance as of December 31, 2024 | $ | ||||
| Addition - NewsWhip acquisition | |||||
Goodwill balance as of September 30, 2025 | $ | ||||
12. Intangible Assets
As of the dates specified below, intangible assets, net consisted of the following (in thousands):
| As of September 30, 2025 | As of December 31, 2024 | ||||||||||
| Customer relationships | |||||||||||
| Acquired Technology | |||||||||||
| Trademark | |||||||||||
| Contract backlog | |||||||||||
| Less: Accumulated amortization | |||||||||||
| Customer relationships | ( | ( | |||||||||
| Acquired Technology | ( | ( | |||||||||
| Trademark | ( | ( | |||||||||
| Contract backlog | ( | ||||||||||
| ( | ( | ||||||||||
| Intangible assets, net | $ | $ | |||||||||
Intangible assets are all finite-lived and are being amortized on a straight-line basis over their expected useful lives. Amortization of intangible assets totaled $4.6 million and $4.7 million for the nine months ended September 30, 2025 and 2024, respectively. The expected future amortization of intangible assets as of September 30, 2025 is summarized as follows (in thousands):
| Years Ending December 31, | Amortization Expense | |||||||
| 2025 (remaining) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| $ | ||||||||
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| Sprout Social, Inc. | ||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | ||
There were no impairments to intangible assets during the nine months ended September 30, 2025 and 2024.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part I—Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, and in other parts of this Quarterly Report. See "Cautionary Note Regarding Forward-Looking Statements."
Overview
Sprout Social is a powerful, centralized platform that provides the critical business layer to unlock the massive commercial value of social media. We have made it increasingly easy to standardize on Sprout Social as the centralized system of record for social and to help customers maximize the value of this mission critical channel. Currently, approximately 30,000 customers across more than 100 countries rely on our platform.
Introduced in 2011, our cloud software brings together social messaging, data and workflows in a unified system of record, intelligence and action. Operating across major networks, including X (formerly known as Twitter), Facebook, Instagram, TikTok, Pinterest, LinkedIn, Google, Reddit, Glassdoor and YouTube, and commerce platforms Facebook Shops, Shopify and WooCommerce, we provide organizations with a centralized platform to manage their social media efforts across stakeholders and business functions. Virtually every aspect of business has been impacted by social media, from marketing, sales, commerce and public relations to customer service, product and strategy, creating a need for an entirely new category of software. We offer our customers a centralized, secure and powerful platform to manage this broad, complex channel effectively across their organization.
We generate revenue primarily from subscriptions to our social media management platform under a software-as-a-service model. Our subscriptions can range from monthly to one-year or multi-year arrangements and are generally non-cancellable during the contractual subscription term. Subscription revenue is recognized ratably over the contract terms beginning on the date the product is made available to customers, which typically begins on the commencement date of each contract. We also generate revenue from professional services related to our platform provided to certain customers, which is generally recognized at the time these services are provided to the customer. This revenue has historically represented less than 1% of our revenue and is expected to be immaterial for the foreseeable future.
Our tiered subscription-based model allows our customers to choose among three core plans to meet their needs. Each plan is licensed on a per user per month basis at prices dependent on the level of features offered. Additional product modules, which offer increased functionality depending on a customer’s needs, can be purchased by the customer on a per user per month basis.
We generated revenue of $115.6 million and $102.6 million during the three months ended September 30, 2025 and 2024, respectively, representing growth of 13%. We generated revenue of $336.7 million and $298.8 million during the nine months ended September 30, 2025 and 2024, respectively, representing growth of 13%. In the nine months ended September 30, 2025, software subscriptions contributed 99% of our revenue.
We generated net losses of $9.4 million and $17.1 million during the three months ended September 30, 2025 and 2024, respectively, which included stock-based compensation expense of $19.0 million and $23.2 million, respectively. We generated net losses of $32.6 million and $47.6 million during the nine months ended September 30, 2025 and 2024, respectively, which included stock-based
28
compensation expense of $59.0 million and $61.9 million, respectively. We expect to continue investing in the growth of our business and, as a result, generate net losses for the foreseeable future.
Macroeconomic Conditions
As a company with a global footprint, we are subject to risks and exposures caused by significant events and their macroeconomic impacts, including, but not limited to, fluctuations in inflation, interest rates and currency exchange rates, ongoing overseas conflict, volatility in the capital markets, tariffs and trade tensions, and related market uncertainty. We continuously monitor the direct and indirect impacts, and the potential for future impacts, of these circumstances on our business and financial results, as well as the overall global economy and geopolitical landscape.
Our current and prospective customers are impacted by these macroeconomic conditions to varying degrees. Potentially as a result of these various macroeconomic impacts on our current and prospective customers, we periodically have experienced more measured buying behavior by current and prospective customers and lengthening of the average sales cycle for certain types of customers and sales (including sales to prospective customers and expansion sales to current customers), which have contributed to a slowdown in our revenue growth as compared to historical levels. We believe macroeconomic uncertainty could persist, and as a result, we expect that some or all of these negative trends may emerge or recur during future quarters.
Acquisition of NewsWhip Group Holdings Limited
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 allows 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 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.
The purchase price allocation as of the date of acquisition was based on a preliminary valuation and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed become available. We expect to finalize the allocation of the purchase consideration as soon as practicable, pending any other adjustments to acquired assets or liabilities, but no later than 12 months from the acquisition date. We have included the financial results of NewsWhip in our unaudited condensed consolidated financial statements from the date of acquisition.
Key Factors Affecting Our Performance
Acquiring new customers
We are focused on continuing to organically grow our customer base by increasing demand for our platform and penetrating our addressable market. We have invested, and expect to continue to invest, heavily in expanding our sales force and marketing efforts to acquire new customers. Currently, we have approximately 30,000 customers. For the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, while our total number of customers decreased, our number of customers contributing over $10,000 in annualized recurring revenue (“ARR”) and $50,000 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
29
described above. We expect these trends to continue as we remain focused on our most sophisticated prospects and customers.
Expanding within our current customer base
We believe that there is a substantial opportunity for organic growth within our existing customer base. Customers often begin by purchasing a small number of user subscriptions and then expand over time, increasing the number of users or social profiles, as well as purchasing additional product modules. Customers may then expand use-cases between various departments to drive collaboration across their organizations. Our sales and customer success efforts include encouraging organizations to expand use-cases to more fully realize the value from the broader adoption of our platform throughout an organization. We intend to continue to invest in enhancing awareness of our brand, creating additional uses for our products and developing more products, features and functionality of existing products, which we believe are vital to achieving increased adoption of our platform. In recent years, we have increased our focus on expanding our customers’ use of our platform over time.
Sustaining product and technology innovation
Our success is dependent on our ability to sustain product and technology innovation and maintain the competitive advantage of our proprietary technology. We continue to invest resources to enhance the capabilities of our platform by introducing new products, features and functionality of existing products, either through acquisition or internal development.
International expansion
We see international expansion as a meaningful opportunity to grow our platform. Revenue generated from non-U.S. customers during the nine months ended September 30, 2025 was approximately 26% of our total revenue. We have teams in Ireland, Canada, the United Kingdom, Singapore, India, 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 plan to continue adding to our local sales, customer support and customer success teams in select international markets over time.
Key Business Metrics
We review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.
For purposes of the below metrics, we define ARR as the annualized revenue run-rate of subscription agreements from all customers as of the last date of the specified period, and we define a customer as a unique account, multiple accounts containing a common non-personal email domain, or multiple accounts governed by a single agreement or entity. Beginning in the third quarter of 2025, the metrics below include NewsWhip customers.
Number of customers contributing more than $10,000 in ARR
We define customers contributing more than $10,000 in ARR as those on a paid subscription plan that had more than $10,000 in ARR as of a period end.
We view the number of customers that contribute more than $10,000 in ARR as a measure of our ability to scale with our customers and attract larger organizations. We believe this represents potential for future growth, including expanding within our current customer base. Over time, larger customers have constituted a greater share of our revenue.
30
| As of September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
Number of customers contributing more than $10,000 in ARR | 9,756 | 9,119 | |||||||||
Number of customers contributing more than $50,000 in ARR
We define customers contributing more than $50,000 in ARR as those on a paid subscription plan that had more than $50,000 in ARR as of a period end.
We view the number of customers that contribute more than $50,000 in ARR as a measure of our ability to scale with our largest customers and attract more sophisticated organizations. We believe this represents potential for future growth, including expanding within our current customer base. Over time, our largest customers have constituted a greater share of our revenue.
| As of September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Number of customers contributing more than $50,000 in ARR | 1,947 | 1,610 | |||||||||
Components of our Results of Operations
Revenue
Subscription
We generate revenue primarily from subscriptions to our social media management platform under a software-as-a-service model. Our subscriptions can range from monthly to one-year or multi-year arrangements and are generally non-cancellable during the contractual subscription term. Subscription revenue is recognized ratably over the contract terms beginning on the date our product is made available to customers, which typically begins on the commencement date of each contract. Our customers do not have the right to take possession of the online software solution. We also generate a small portion of our subscription revenue from third-party resellers.
Professional Services
We sell professional services consisting of, but not limited to, implementation fees, specialized training, one-time reporting services and recurring periodic reporting services. Professional services revenue is generally recognized at the time these services are provided to the customer. This revenue has historically represented less than 1% of our revenue and is expected to be immaterial for the foreseeable future.
Cost of Revenue
Subscription
Cost of revenue primarily consists of expenses related to hosting our platform and providing support to our customers. These expenses comprise fees paid to data providers, hosted data center costs and personnel costs directly associated with cloud infrastructure, customer success and customer support, including salaries, benefits, bonuses and allocated overhead. These costs also include depreciation expense and amortization expense related to acquired developed technologies that directly benefit sales. Overhead associated with facilities and information technology is allocated to cost of revenue and operating expenses based on headcount. Although we expect our cost of revenue to increase in absolute dollars as our business and revenue grows, we expect it to decrease as a percentage of our revenue over time.
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Professional Services and Other
Cost of professional services primarily consists of expenses related to our professional services organization and comprise personnel costs, including salaries, benefits, bonuses and allocated overhead.
Gross Profit and Gross Margin
Gross margin is calculated as gross profit as a percentage of total revenue. Our gross margin may fluctuate from period to period based on revenue earned, the timing and amount of investments made to expand our hosting capacity, our customer support and professional services teams and in hiring additional personnel, and the impact of acquisitions. We expect our gross profit and gross margin to increase as our business grows over time.
Operating Expenses
Research and Development
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 plan to increase the dollar amount of our investment in research and development for the foreseeable future as we focus on developing new features and enhancements to our plan offerings.
Sales and Marketing
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. We plan to increase the dollar amount of our investment in sales and marketing for the foreseeable future as we continue to scale the business.
General and Administrative
General and administrative expenses primarily consist of personnel expenses associated with our finance, legal, human resources and other administrative employees. Our general and administrative expenses also include professional fees for external legal, accounting and other consulting services, amortization of intangible assets, depreciation and amortization expense, as well as allocated overhead. We expect to increase the size of our general and administrative functions to support the growth of our business. We expect the dollar amount of our general and administrative expenses to increase for the foreseeable future. However, we expect our general and administrative expenses to decrease as a percentage of revenue over time.
Interest Income (Expense), Net
Interest income (expense), net consists primarily of interest expense related to the Facility (as defined below) and is offset by interest income earned on our cash and investment balances.
Other Income (Expense), Net
Other income (expense), net consists of foreign currency transaction gains and losses.
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Income Tax Provision
The income tax provision consists of current and deferred taxes for our United States and foreign jurisdictions. We have historically reported a taxable loss in our most significant jurisdiction, the United States, and have a full valuation allowance against our deferred tax assets related to domestic operations and certain deferred tax assets related to foreign operations. We expect this trend to continue for the foreseeable future.
Results of Operations
The following tables set forth information comparing the components of our results of operations in dollars and as a percentage of total revenue for the periods presented.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Subscription | $ | 114,720 | $ | 101,813 | $ | 334,510 | $ | 296,100 | |||||||||||||||
| Professional services and other | 873 | 825 | 2,150 | 2,718 | |||||||||||||||||||
| Total revenue | 115,593 | 102,638 | 336,660 | 298,818 | |||||||||||||||||||
Cost of revenue(1) | |||||||||||||||||||||||
| Subscription | 25,362 | 22,928 | 74,386 | 67,211 | |||||||||||||||||||
| Professional services and other | 422 | 304 | 1,170 | 851 | |||||||||||||||||||
| Total cost of revenue | 25,784 | 23,232 | 75,556 | 68,062 | |||||||||||||||||||
| Gross profit | 89,809 | 79,406 | 261,104 | 230,756 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
Research and development(1) | 25,068 | 26,272 | 72,884 | 75,167 | |||||||||||||||||||
Sales and marketing(1) | 47,034 | 47,499 | 142,638 | 138,233 | |||||||||||||||||||
General and administrative(1) | 26,818 | 22,514 | 78,210 | 64,035 | |||||||||||||||||||
| Total operating expenses | 98,920 | 96,285 | 293,732 | 277,435 | |||||||||||||||||||
| Loss from operations | (9,111) | (16,879) | (32,628) | (46,679) | |||||||||||||||||||
| Interest expense | (761) | (851) | (1,684) | (2,869) | |||||||||||||||||||
| Interest income | 859 | 1,007 | 2,700 | 3,095 | |||||||||||||||||||
| Other expense, net | (294) | (110) | (106) | (773) | |||||||||||||||||||
| Loss before income taxes | (9,307) | (16,833) | (31,718) | (47,226) | |||||||||||||||||||
| Income tax expense | 74 | 254 | 868 | 328 | |||||||||||||||||||
| Net loss | $ | (9,381) | $ | (17,087) | $ | (32,586) | $ | (47,554) | |||||||||||||||
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_______________
(1)Includes stock-based compensation expense as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Cost of revenue | $ | 627 | $ | 1,059 | $ | 2,057 | $ | 2,890 | |||||||||||||||
| Research and development | 5,696 | 7,493 | 18,307 | 18,979 | |||||||||||||||||||
| Sales and marketing | 5,696 | 8,962 | 17,721 | 24,527 | |||||||||||||||||||
| General and administrative | 7,010 | 5,672 | 20,905 | 15,454 | |||||||||||||||||||
| Total stock-based compensation | $ | 19,029 | $ | 23,186 | $ | 58,990 | $ | 61,850 | |||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (as a percentage of total revenue) | |||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Subscription | 99 | % | 99 | % | 99 | % | 99 | % | |||||||||||||||
| Professional services and other | 1 | % | 1 | % | 1 | % | 1 | % | |||||||||||||||
| Total revenue | 100 | % | 100 | % | 100 | % | 100 | % | |||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Subscription | 22 | % | 22 | % | 22 | % | 22 | % | |||||||||||||||
| Professional services and other | — | % | — | % | — | % | — | % | |||||||||||||||
| Total cost of revenue | 22 | % | 23 | % | 22 | % | 23 | % | |||||||||||||||
| Gross profit | 78 | % | 77 | % | 78 | % | 77 | % | |||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Research and development | 22 | % | 26 | % | 22 | % | 25 | % | |||||||||||||||
| Sales and marketing | 41 | % | 46 | % | 42 | % | 46 | % | |||||||||||||||
| General and administrative | 23 | % | 22 | % | 23 | % | 21 | % | |||||||||||||||
| Total operating expenses | 86 | % | 94 | % | 87 | % | 93 | % | |||||||||||||||
| Loss from operations | (8) | % | (16) | % | (10) | % | (16) | % | |||||||||||||||
| Interest expense | (1) | % | (1) | % | (1) | % | (1) | % | |||||||||||||||
| Interest income | 1 | % | 1 | % | 1 | % | 1 | % | |||||||||||||||
| Other income (expense), net | — | % | — | % | — | % | — | % | |||||||||||||||
| Loss before income taxes | (8) | % | (16) | % | (9) | % | (16) | % | |||||||||||||||
| Income tax expense | — | % | — | % | — | % | — | % | |||||||||||||||
| Net loss | (8) | % | (17) | % | (10) | % | (16) | % | |||||||||||||||
Note: Certain amounts may not sum due to rounding
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Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Revenue
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Subscription | $ | 114,720 | $ | 101,813 | $ | 12,907 | 13 | % | |||||||||||||||
| Professional services and other | 873 | 825 | 48 | 6 | % | ||||||||||||||||||
| Total revenue | $ | 115,593 | $ | 102,638 | $ | 12,955 | 13 | % | |||||||||||||||
| Percentage of Total Revenue | |||||||||||||||||||||||
| Subscription | 99 | % | 99 | % | |||||||||||||||||||
| Professional services and other | 1 | % | 1 | % | |||||||||||||||||||
The increase in subscription revenue was primarily driven by increased revenue from organic growth with a small contribution from our recent NewsWhip acquisition. The increase in organic growth was primarily driven by our highest tier customers. Customers contributing over $10,000 in ARR grew 7% versus the prior year and customers contributing over $50,000 in ARR grew 21% versus the prior year. The increase in new customers within the highest tiers was primarily driven by prioritizing our customer success and growth resources towards these customers.
Cost of Revenue and Gross Margin
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Subscription | $ | 25,362 | $ | 22,928 | $ | 2,434 | 11 | % | |||||||||||||||
| Professional services and other | 422 | 304 | 118 | 39 | % | ||||||||||||||||||
| Total cost of revenue | 25,784 | 23,232 | 2,552 | 11 | % | ||||||||||||||||||
| Gross profit | $ | 89,809 | $ | 79,406 | $ | 10,403 | 13 | % | |||||||||||||||
| Gross margin | |||||||||||||||||||||||
| Total gross margin | 78 | % | 77 | % | |||||||||||||||||||
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The increase in cost of subscription revenue for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to the following:
| Change | |||||
(in thousands) | |||||
| Data provider fees | $ | 2,028 | |||
| Amortization of intangible assets | 280 | ||||
| Other | 1,229 | ||||
| Personnel costs | (671) | ||||
| Stock-based compensation expense | (432) | ||||
| Subscription cost of revenue | $ | 2,434 | |||
Fees paid to our data providers increased due to higher costs of third-party data utilized in our platform. The increase in the amortization expense of intangible assets was driven by the acquired developed technology recognized as part of the NewsWhip acquisition. Refer to Note 11 - “Business Combinations” of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion. The increase in other was primarily driven by hosting fees. Personnel costs and stock-based compensation expense decreased as a result of lower headcount driven by a restructuring plan initiated in February 2025 with a primary focus on our Sales and Customer Experience teams.
Operating Expenses
Research and Development
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Research and development | $ | 25,068 | $ | 26,272 | $ | (1,204) | (5) | % | |||||||||||||||
| Percentage of total revenue | 22 | % | 26 | % | |||||||||||||||||||
The decrease in research and development expense for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to the following:
| Change | |||||
(in thousands) | |||||
| Stock-based compensation expense | $ | (1,797) | |||
| Other | 593 | ||||
| Research and development | $ | (1,204) | |||
The decrease in stock-based compensation expense was primarily driven by a 10% decrease in our research and development headcount, driven by a restructuring plan initiated in November 2024 to improve the efficiency and effectiveness of the research and development organization.
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Sales and Marketing
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Sales and marketing | $ | 47,034 | $ | 47,499 | $ | (465) | (1) | % | |||||||||||||||
| Percentage of total revenue | 41 | % | 46 | % | |||||||||||||||||||
The decrease in sales and marketing expense for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to the following:
| Change | |||||
(in thousands) | |||||
| Sales commission expense | $ | 2,049 | |||
| Advertising | 621 | ||||
| Other | 535 | ||||
| Stock-based compensation expense | (3,266) | ||||
| Personnel costs | (404) | ||||
| Sales and marketing | $ | (465) | |||
Sales commission expense increased due to year-over-year sales growth. The increase in other was primarily driven by various marketing events and initiatives. Stock-based compensation expense and personnel costs decreased as a result of lower headcount driven by a restructuring plan initiated in February 2025 with a primary focus on our Sales and Customer Experience teams.
General and Administrative
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| General and administrative | $ | 26,818 | $ | 22,514 | $ | 4,304 | 19 | % | |||||||||||||||
| Percentage of total revenue | 23 | % | 22 | % | |||||||||||||||||||
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The increase in general and administrative expense for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily due to the following:
| Change | |||||
(in thousands) | |||||
| Personnel costs | $ | 1,762 | |||
| Acquisition-related costs | 1,690 | ||||
| Stock-based compensation expense | 1,338 | ||||
| Amortization of intangible assets | 203 | ||||
| Other | (689) | ||||
| General and administrative | $ | 4,304 | |||
Personnel costs increased as we continue to invest in our finance, legal and other administrative functions to support the company’s growth. Acquisition-related costs increased due to the acquisition of NewsWhip on July 30, 2025. The increase in stock-based compensation expense was primarily driven by annual equity grants made to the executive team. The increase in the amortization expense of intangible assets was primarily driven by the intangible assets recognized as part of the NewsWhip acquisition.
Interest Income, Net
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Interest income (expense), net | $ | 98 | $ | 156 | $ | (58) | n/m(1) | ||||||||||||||||
| Percentage of total revenue | — | % | — | % | |||||||||||||||||||
_________________
(1)Calculated metric is not meaningful.
The decrease in interest income, net was primarily driven by lower interest income attributable to a lower balance of marketable securities.
Other Income (Expense), Net
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Other expense, net | $ | (294) | $ | (110) | $ | (184) | n/m(1) | ||||||||||||||||
| Percentage of total revenue | — | % | — | % | |||||||||||||||||||
_________________
(1)Calculated metric is not meaningful.
The change in other expense, net was primarily driven by foreign exchange transaction losses.
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Income Tax Expense
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Income tax expense | $ | 74 | $ | 254 | $ | (180) | (71) | % | |||||||||||||||
| Percentage of total revenue | — | % | — | % | |||||||||||||||||||
The change in income tax expense was primarily attributable to a foreign income tax benefit in the third quarter of 2025.
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Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Revenue
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Subscription | $ | 334,510 | $ | 296,100 | $ | 38,410 | 13 | % | |||||||||||||||
| Professional services and other | 2,150 | 2,718 | (568) | (21) | % | ||||||||||||||||||
| Total revenue | $ | 336,660 | $ | 298,818 | $ | 37,842 | 13 | % | |||||||||||||||
| Percentage of Total Revenue | |||||||||||||||||||||||
| Subscription | 99 | % | 99 | % | |||||||||||||||||||
| Professional services and other | 1 | % | 1 | % | |||||||||||||||||||
The increase in subscription revenue was primarily driven by increased revenue from organic growth with a small contribution from our recent NewsWhip acquisition. The increase in organic growth was primarily driven by our highest tier customers. Customers contributing over $10,000 in ARR grew 7% versus the prior year and customers contributing over $50,000 in ARR grew 21% versus the prior year. The increase in new customers within the highest tiers was primarily driven by prioritizing our customer success and growth resources towards these customers.
Cost of Revenue and Gross Margin
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Subscription | $ | 74,386 | $ | 67,211 | $ | 7,175 | 11 | % | |||||||||||||||
| Professional services and other | 1,170 | 851 | 319 | 37 | % | ||||||||||||||||||
| Total cost of revenue | 75,556 | 68,062 | 7,494 | 11 | % | ||||||||||||||||||
| Gross profit | $ | 261,104 | $ | 230,756 | $ | 30,348 | 13 | % | |||||||||||||||
| Gross margin | |||||||||||||||||||||||
| Total gross margin | 78 | % | 77 | % | |||||||||||||||||||
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The increase in cost of subscription revenue for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to the following:
| Change | |||||
(in thousands) | |||||
| Data provider fees | $ | 6,478 | |||
| Restructuring costs | 416 | ||||
| Amortization of intangible assets | 280 | ||||
| Other | 2,651 | ||||
| Personnel costs | (1,817) | ||||
| Stock-based compensation expense | (833) | ||||
| Subscription cost of revenue | $ | 7,175 | |||
Fees paid to our data providers increased due to higher costs of third-party data utilized in our platform. Restructuring costs related to a restructuring plan initiated in February 2025 with a primary focus on our Sales and Customer Experience teams. The increase in the amortization expense of intangible assets was driven by the acquired developed technology recognized as part of the NewsWhip acquisition. The increase in other was primarily driven by hosting fees. Personnel costs and stock-based compensation expense decreased as a result of the February 2025 restructuring plan.
Operating Expenses
Research and Development
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Research and development | $ | 72,884 | $ | 75,167 | $ | (2,283) | (3) | % | |||||||||||||||
| Percentage of total revenue | 22 | % | 25 | % | |||||||||||||||||||
The decrease in research and development expense for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to the following:
| Change | |||||
(in thousands) | |||||
| Personnel costs | $ | (2,277) | |||
| Stock-based compensation expense | (672) | ||||
| Other | 666 | ||||
| Research and development | $ | (2,283) | |||
Personnel costs and stock-based compensation expense decreased primarily as a result of a 10% decrease in headcount, driven by a restructuring plan initiated in November 2024 to improve the efficiency and effectiveness of the research and development organization.
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Sales and Marketing
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Sales and marketing | $ | 142,638 | $ | 138,233 | $ | 4,405 | 3 | % | |||||||||||||||
| Percentage of total revenue | 42 | % | 46 | % | |||||||||||||||||||
The increase in sales and marketing expense for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to the following:
| Change | |||||
(in thousands) | |||||
| Sales commission expense | $ | 5,556 | |||
| Restructuring costs | 2,285 | ||||
| Advertising | 1,584 | ||||
| Internal events | 884 | ||||
| Other | 2,015 | ||||
| Stock-based compensation expense | (6,806) | ||||
| Personnel costs | (1,113) | ||||
| Sales and marketing | $ | 4,405 | |||
Sales commission expense increased due to year-over-year sales growth. Restructuring costs increased as a result of a restructuring plan initiated in February 2025 with a primary focus on our Sales and Customer Experience teams. The increase in internal events was due to the earlier timing of sales training and recognition activities compared to the prior year. The increase in other was primarily driven by various marketing events and initiatives. Stock-based compensation expense and personnel costs decreased as a result of lower headcount driven by the February 2025 restructuring plan.
General and Administrative
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| General and administrative | $ | 78,210 | $ | 64,035 | $ | 14,175 | 22 | % | |||||||||||||||
| Percentage of total revenue | 23 | % | 21 | % | |||||||||||||||||||
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The increase in general and administrative expense for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily due to the following:
| Change | |||||
(in thousands) | |||||
| Stock-based compensation expense | $ | 5,451 | |||
| Personnel costs | 3,777 | ||||
| Acquisition-related costs | 1,790 | ||||
| Loss on lease termination | 1,175 | ||||
| Bad debt expense | 976 | ||||
| Other | 1,006 | ||||
| General and administrative | $ | 14,175 | |||
The increase in stock-based compensation expense was primarily driven by annual equity grants made to the executive team. Personnel costs increased as we continue to invest in our finance, legal and other administrative functions to support the company’s growth. Acquisition-related costs increased due to the acquisition of NewsWhip on July 30, 2025. The loss on lease termination was driven by the termination of one floor of our Chicago office lease in April 2025. Bad debt expense increased due to higher accounts receivable balances.
Interest Income, Net
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Interest income (expense), net | $ | 1,016 | $ | 226 | $ | 790 | n/m(1) | ||||||||||||||||
| Percentage of total revenue | — | % | — | % | |||||||||||||||||||
_________________
(1)Calculated metric is not meaningful.
The increase in interest income, net was primarily due to lower interest expense as a result of a lower average balance on the Facility as compared to the same period in 2024, partially offset by lower interest income attributable to a lower balance of marketable securities.
Other Income (Expense), Net
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Other expense, net | $ | (106) | $ | (773) | $ | 667 | n/m(1) | ||||||||||||||||
| Percentage of total revenue | — | % | — | % | |||||||||||||||||||
_________________
(1)Calculated metric is not meaningful.
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The change in other expense, net was primarily driven by foreign exchange transaction gains.
Income Tax Expense
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | Amount | % | ||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||
| Income tax expense | $ | 868 | $ | 328 | $ | 540 | n/m(1) | ||||||||||||||||
| Percentage of total revenue | — | % | — | % | |||||||||||||||||||
(1)Calculated metric is not meaningful.
The change in income tax expense was due to higher earnings in foreign jurisdictions.
Non-GAAP Financial Measures
In addition to our results determined in accordance with U.S. generally accepted accounting principles, or GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance. We use the below non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance by excluding certain items that may not be indicative of our business, operating results or future outlook.
However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Non-GAAP Gross Profit
We define non-GAAP gross profit as GAAP gross profit, excluding stock-based compensation expense, amortization expense associated with the acquired developed technology from the Tagger Media, Inc. (“Tagger”) and NewsWhip acquisitions, and restructuring charges. We believe non-GAAP gross profit provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as it eliminates the effect of
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stock-based compensation, amortization expense and restructuring charges, which are often unrelated to overall operating performance.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reconciliation of Non-GAAP gross profit | (dollars in thousands) | ||||||||||||||||||||||
| Gross profit | $ | 89,809 | $ | 79,406 | $ | 261,104 | $ | 230,756 | |||||||||||||||
| Stock-based compensation expense | 627 | 1,059 | 2,057 | 2,890 | |||||||||||||||||||
| Amortization of acquired developed technology | 985 | 705 | 2,395 | 2,115 | |||||||||||||||||||
| Restructuring charges | — | — | 416 | — | |||||||||||||||||||
| Non-GAAP gross profit | $ | 91,421 | $ | 81,170 | $ | 265,972 | $ | 235,761 | |||||||||||||||
Non-GAAP Operating Income
We define non-GAAP operating income as GAAP loss from operations, excluding stock-based compensation expense, amortization expense associated with the acquired intangible assets from the Tagger and NewsWhip acquisitions, restructuring charges, non-cash losses from lease terminations, acquisition-related expenses and accretion associated with contingent consideration. We believe non-GAAP operating income provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as it eliminates the effect of stock-based compensation, amortization expense, restructuring charges, non-cash losses from lease terminations, acquisition-related expenses and accretion associated with contingent consideration, which are often unrelated to overall operating performance.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reconciliation of Non-GAAP operating income | (dollars in thousands) | ||||||||||||||||||||||
| Loss from operations | $ | (9,111) | $ | (16,879) | $ | (32,628) | $ | (46,679) | |||||||||||||||
| Stock-based compensation expense | 19,029 | 23,186 | 58,990 | 61,850 | |||||||||||||||||||
| Amortization of acquired intangible assets | 1,957 | 1,213 | 4,383 | 3,639 | |||||||||||||||||||
| Restructuring charges | — | — | 2,731 | — | |||||||||||||||||||
| Loss on lease termination | — | — | 1,175 | — | |||||||||||||||||||
| Acquisition-related expenses | 1,690 | — | 1,780 | — | |||||||||||||||||||
| Accretion associated with contingent consideration | 169 | — | 169 | — | |||||||||||||||||||
| Non-GAAP operating income | $ | 13,734 | $ | 7,520 | $ | 36,600 | $ | 18,810 | |||||||||||||||
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Non-GAAP Net Income
We define non-GAAP net income as GAAP net loss, excluding stock-based compensation expense, amortization expense associated with the acquired intangible assets from the Tagger and NewsWhip acquisitions, restructuring charges, non-cash losses from lease terminations, acquisition-related expenses and accretion associated with contingent consideration. We believe non-GAAP net income provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this non-GAAP financial measure eliminates the effect of stock-based compensation, amortization expense, restructuring charges, non-cash losses from lease terminations, acquisition-related expenses and accretion associated with contingent consideration, which are often unrelated to overall operating performance.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reconciliation of Non-GAAP net income | (dollars in thousands) | ||||||||||||||||||||||
| Net loss | $ | (9,381) | $ | (17,087) | $ | (32,586) | $ | (47,554) | |||||||||||||||
| Stock-based compensation expense | 19,029 | 23,186 | 58,990 | 61,850 | |||||||||||||||||||
| Amortization of acquired intangible assets | 1,957 | 1,213 | 4,383 | 3,639 | |||||||||||||||||||
| Restructuring charges | — | — | 2,731 | — | |||||||||||||||||||
| Loss on lease termination | — | — | 1,175 | — | |||||||||||||||||||
| Acquisition-related expenses | 1,690 | — | 1,780 | — | |||||||||||||||||||
| Accretion associated with contingent consideration | 169 | — | 169 | — | |||||||||||||||||||
| Non-GAAP net income | $ | 13,464 | $ | 7,312 | $ | 36,642 | $ | 17,935 | |||||||||||||||
Non-GAAP Net Income per Share
We define non-GAAP net income per share as GAAP net loss per share attributable to common shareholders, basic and diluted, excluding stock-based compensation expense, amortization expense associated with the acquired intangible assets from the Tagger and NewsWhip acquisitions, restructuring charges, non-cash losses from lease terminations, acquisition-related expenses and accretion associated with contingent consideration. We believe non-GAAP net income per share provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as this non-GAAP financial measure eliminates the effect of stock-based compensation, amortization expense, restructuring charges, non-cash losses from lease terminations, acquisition-related expenses and accretion associated with contingent consideration, which are often unrelated to overall operating performance.
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Reconciliation of Non-GAAP net income per share | |||||||||||||||||||||||
| Net loss per share attributable to common shareholders, basic and diluted | $ | (0.16) | $ | (0.30) | $ | (0.56) | $ | (0.84) | |||||||||||||||
| Stock-based compensation expense per share | 0.33 | 0.41 | 1.01 | 1.10 | |||||||||||||||||||
| Amortization of acquired intangible assets | 0.03 | 0.02 | 0.08 | 0.06 | |||||||||||||||||||
| Restructuring charges | — | — | 0.05 | — | |||||||||||||||||||
| Loss on lease termination | — | — | 0.02 | — | |||||||||||||||||||
| Acquisition-related expenses | 0.03 | — | 0.03 | — | |||||||||||||||||||
| Accretion associated with contingent consideration | — | — | — | — | |||||||||||||||||||
| Non-GAAP net income per share | $ | 0.23 | $ | 0.13 | $ | 0.63 | $ | 0.32 | |||||||||||||||
Liquidity and Capital Resources
As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents of $90.6 million and net accounts receivable of $63.5 million. Historically, we have generated losses from operations as evidenced by our accumulated deficit. However, we have generated positive cash flows from operations for the last four fiscal years, from 2021 to 2024. For the nine months ended September 30, 2025 and 2024, we also generated positive cash flows from operations. We expect to continue to incur operating losses for the foreseeable future as we continue to grow the business. We may experience greater than anticipated operating losses in the short- and long-term due to macroeconomic, financial, geopolitical and other factors that are beyond our control. The impact of these factors on our customers and our operations going forward remains uncertain, and we continue to proactively monitor our liquidity position.
Prior to our IPO in December 2019, we financed our operations primarily through private issuance of equity securities and line of credit borrowings. In our IPO, we received net proceeds of $134.3 million after deducting underwriting discounts and commissions of $10.5 million and offering expenses of $5.2 million. We subsequently received an additional $10.0 million of net proceeds after deducting underwriting discounts and commissions in January 2020 as a result of the over-allotment option exercise by the underwriters of our IPO. In August 2020, we received $42.1 million of net proceeds from our equity follow-on offering after deducting underwriting discounts and commissions. In August 2023, we borrowed $75 million under the Facility in connection with the Tagger acquisition. In July 2025, we borrowed $32 million under the Facility in connection with the NewsWhip acquisition. Our principal uses of cash in recent periods have been to fund operations, pay for acquisitions, pay down our Facility, and invest in capital expenditures.
We believe our existing cash and cash equivalents will be sufficient to meet our operating and capital needs for at least the next 12 months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash and investment balances and potential future equity or debt transactions. Our future capital requirements will depend on many factors, including our subscription growth rate, subscription renewal activity, billing frequency, the impact of macroeconomic conditions on our customers and our operations, the timing and extent of spending to support our research and development efforts, the expansion of sales and marketing activities, the introduction of new and enhanced product offerings, and the continuing market acceptance of our product. We have in the past, and may in the future, enter into arrangements to acquire or invest in complementary businesses, products and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us, or at all. If we are
47
unable to raise additional capital or generate cash flows necessary to expand our operations, our business, results of operations and financial condition could be adversely affected.
Credit Agreement
On August 1, 2023, we entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, the banks and other financial institutions or entities party thereto as lenders and MUFG Bank, LTD. as administrative agent and collateral agent. The Credit Agreement provides for a $100.0 million senior secured revolving credit facility (the “Facility”). Borrowings under the Facility may be used to finance acquisitions and other investments permitted under the terms of the Credit Agreement, to pay related fees and expenses and for general corporate purposes.
On April 4, 2025, we entered into the First Amendment to Credit Agreement (the “Amendment”, and the Credit Agreement as amended thereby, the “Amended Credit Agreement”) which, among other things, extended the maturity date of the Facility from August 1, 2028 to April 4, 2030 and revised the manner in which the applicable interest rate is determined from a liquidity based determination to a leverage based determination. In addition, the Amendment removed the minimum liquidity and annual recurring revenue covenants contained in the Credit Agreement and replaced them with financial covenants as to (i) maximum Consolidated Senior Net Leverage Ratio and (ii) minimum Consolidated Interest Coverage (each as defined in the Amended Credit Agreement). As of September 30, 2025, we were in compliance with such financial covenants in the Amended Credit Agreement and expect to be in compliance with such financial covenants for the next 12 months.
Pursuant to the Amended Credit Agreement, borrowings under the Facility may be designated as SOFR Loans or ABR Loans (each as defined in the Amended Credit Agreement), subject to certain terms and conditions under the Amended Credit Agreement, and bear 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 our 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 our Consolidated Senior Net Leverage Ratio. For the nine months ended September 30, 2025, the borrowings under the Facility were designated as SOFR Loans. The Facility also includes a quarterly commitment fee on the unused portion of the Facility of 0.30% or 0.35% based on our Consolidated Senior Net Leverage Ratio.
The Amended Credit Agreement includes customary conditions to credit extensions, covenants and customary events of default, including restrictions on our ability to incur liens, incur indebtedness, make or hold investments, execute certain change of control transactions, business combinations or other
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fundamental changes to its business, dispose of assets, make certain types of restricted payments or enter into certain related party transactions, subject to customary exceptions.
As of September 30, 2025, $44.0 million remains outstanding under the Amended Credit Agreement. Refer to Note 5 - “Revolving Line of Credit” of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for further discussion.
Cash Flows
The following table summarizes our cash flows for the periods presented:
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net cash provided by operating activities | $ | 32,492 | $ | 22,179 | |||||||
| Net cash (used in) provided by investing activities | (49,635) | 36,714 | |||||||||
| Net cash provided by (used in) financing activities | 19,297 | (25,733) | |||||||||
| Net increase in cash, cash equivalents and restricted cash | $ | 2,154 | $ | 33,160 | |||||||
Operating Activities
Our largest source of operating cash is cash collections from our customers for subscription services. Our primary uses of cash from operating activities are for personnel costs across the sales and marketing and research and development departments. We have generated positive cash flows from operating activities for each fiscal year since 2021. For the nine months ended September 30, 2025 and 2024, we also generated positive cash flows from operating activities.
Net cash provided by operating activities during the nine months ended September 30, 2025 was $32.5 million, which resulted from a net loss of $32.6 million adjusted for non-cash charges of $88.8 million and net cash outflow of $23.7 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $59.0 million of stock-based compensation expense, $17.2 million for amortization of deferred contract acquisition costs, which were primarily commissions, $7.5 million of depreciation and intangible asset amortization expense, a $1.2 million loss on lease termination and $1.1 million of amortization of right-of-use, or ROU, operating lease assets. The net cash outflow from changes in operating assets and liabilities was primarily the result of a $25.3 million increase in deferred commissions due to the addition of new customers and expansion of the business, a $10.5 million decrease in deferred revenue, a $4.8 million decrease in accounts payable and accrued expenses, a $2.7 million decrease in operating lease liabilities and a $0.7 million increase in prepaid expenses and other assets. These outflows were primarily offset by a $20.3 million decrease in accounts receivable.
Net cash provided by operating activities during the nine months ended September 30, 2024 was $22.2 million, which resulted from a net loss of $47.6 million adjusted for non-cash charges of $83.6 million and net cash outflow of $13.9 million from changes in operating assets and liabilities. Non-cash charges primarily consisted of $61.9 million of stock-based compensation expense, $11.6 million for amortization of deferred contract acquisition costs, which were primarily commissions, $7.5 million of depreciation and intangible asset amortization expense and $1.4 million of amortization of right-of-use, or ROU, operating lease assets. The net cash outflow from changes in operating assets and liabilities was primarily the result of a $21.1 million increase in deferred commissions due to the addition of new customers and expansion of the business, a $4.7 million increase in prepaid expenses and other assets, a $2.9 million decrease in operating lease liabilities and a $1.5 million decrease in accounts payable and accrued expenses. These outflows were primarily offset by a $8.8 million increase in deferred revenue and a $7.7 million decrease in accounts receivable.
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Investing Activities
Net cash used investing activities for the nine months ended September 30, 2025 was $49.6 million, which was primarily due to $50.3 million paid for the acquisition of NewsWhip and $3.1 million in purchases of computer equipment and hardware, partially offset by $3.8 million in proceeds from the maturities of marketable securities.
Net cash provided by investing activities for the nine months ended September 30, 2024 was $36.7 million, which was primarily due to $40.2 million in proceeds from the maturities of marketable securities and $0.1 million consideration received related to a purchase price adjustment from the Tagger acquisition, partially offset by $2.1 million in purchases of computer equipment and hardware and the $1.5 million payout in January 2024 of the purchase price holdback associated with the January 2023 acquisition of Repustate, Inc.
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025 was $19.3 million, driven by $32.0 million in borrowings under the Facility and $0.9 million in proceeds from purchases under our employee stock purchase plan, partially offset by $13.0 million in repayments of the Facility and $0.5 million in issuance costs related to the Amended Credit Agreement.
Net cash used in financing activities for the nine months ended September 30, 2024 was $25.7 million, primarily driven by $25.0 million in repayments of the Facility and $2.0 million in payments related to employee withholding taxes as a result of the net settlement of stock-based awards, partially offset by $1.2 million in proceeds from purchases under our employee stock purchase plan.
Contractual Obligations
As of September 30, 2025, we have non-cancellable contractual obligations related primarily to operating leases and minimum guaranteed purchase commitments for data and services. As of September 30, 2025, the total obligation for operating leases was $18.7 million, of which $3.5 million is expected to be paid in the next twelve months. As of September 30, 2025, our purchase commitment for primarily data and services was $95.3 million, of which $73.0 million is expected to be paid in the next twelve months. See Note 3 - “Operating Leases” and Note 7 - “Commitments and Contingencies” of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for more information regarding these obligations.
Recent Accounting Pronouncements
Refer to Note 1 - “Summary of Significant Accounting Policies” of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report) for more information.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these unaudited condensed consolidated 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 revenue and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates.
Our significant accounting policies are discussed in Note 1 - “Nature of Operations and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements as of and for the year ended December 31, 2024 included in our Annual Report on Form 10-K for the year ended
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December 31, 2024, filed with the SEC on February 26, 2025. There have been no significant changes to these policies during the nine months ended September 30, 2025, except as noted in Note 1 of the Notes to the Financial Statements (Part I, Item 1 of this Quarterly Report).
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Item 3. Quantitative and Qualitative Disclosures of Market Risk
Interest Rate Risk
We had cash and cash equivalents totaling $90.6 million as of September 30, 2025, 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, or 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, 2025, we had $44 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 - “Revolving Line of Credit” 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 the 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 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.
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Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, 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, or the Exchange Act, as of September 30, 2025. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2025, 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 CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal controls
There have been no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
Inherent limitations of internal controls
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management does not expect that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See Note 7 - “Commitments and Contingencies” 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.
Item 1A. Risk Factors
Other than the risk factors set forth below, there have been no material changes from the risk factors disclosed in our Annual Report (under the heading “Risk Factors” ) in response to Part 1, Item 1A of the Form 10-K.
Unstable market, economic and political conditions may have serious adverse consequences on our business, financial condition and share price.
The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, tariffs and increasing trade tensions, sudden changes in government spending, fluctuations in inflation, interest rates and uncertainty about economic stability. For example, ongoing overseas conflict, tariffs and trade tensions have created volatility in the global capital markets, including disruptions of the global supply chain and energy markets. In addition, fluctuations in inflation, economic policy and other macroeconomic pressures in the United States and the global economy could exacerbate extreme volatility in the global capital markets and heighten unstable market conditions. Any such volatility and disruptions may have adverse consequences on us, our customers, partners or other third parties on whom we rely. If the equity and credit markets continue to deteriorate, including as a result of global geopolitical tension, political instability or a global or domestic recession or the fear thereof, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, more costly or more dilutive. High levels of inflation can adversely affect us by increasing our costs, including labor and employee benefit costs. In addition, high inflation, trade tensions and reductions in government spending also could increase our customers’ operating costs and decrease their revenue, which could result in reduced social media budgets for our customers and potentially less demand for our platform and products.
We have incurred a substantial amount of debt, which could adversely affect our business, including by restricting our ability to engage in additional transactions or incur additional indebtedness, and prevent us from meeting our debt obligations.
We entered into a Credit Agreement with the lenders named therein and MUFG Bank, LTD. as administrative agent and collateral agent, in August 2023, which provides for a $100 million senior secured revolving credit facility (the “Facility”), which was subsequently amended in April 2025 (as amended, the “Amended Credit Agreement”).
As of September 30, 2025, the Company had an outstanding balance of $44 million under the Facility, including $32 million of borrowings to fund a portion of the upfront consideration payable in connection with our acquisition of NewsWhip in July 2025. This substantial level of debt could have important consequences to our business, including, but not limited to:
•reducing the benefits we expect to receive from our prior and any future acquisition transactions;
•making it more difficult for us to satisfy our obligations;
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•requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flows to fund acquisitions, capital expenditures, R&D and future business opportunities;
•exposing us to the risk of increased interest rates to the extent of any future borrowings, including borrowings under our Amended Credit Agreement, are at variable rates of interest;
•increasing our vulnerability to, and reducing our flexibility to respond to, changes in our business or general adverse economic and industry conditions;
•limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions, and general corporate or other purposes and increasing the cost of any such financing;
•limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and placing us at a competitive disadvantage as compared to our competitors, to the extent they are not as highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage may prevent us from exploiting; and
•restricting us from pursuing certain business opportunities.
The Amended Credit Agreement contains, and the terms of any future indebtedness may impose, various restrictive covenants, including, among other things, restrictions on the Company’s ability to incur liens, incur indebtedness, make or hold investments, execute certain change of control transactions, business combinations or other fundamental changes to our business, dispose of assets, make certain types of restricted payments, including dividends and other distributions to shareholders, or enter into certain related party transactions, subject to customary exceptions. In addition, the Amended Credit Agreement contains financial covenants as to (i) maximum consolidated senior net leverage and (ii) minimum consolidated interest coverage. Pursuant to the Amended Credit Agreement, we and certain of our subsidiaries granted the collateral agent a security interest in substantially all of our and their assets. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for additional information.
Our ability to comply with these restrictive and financial covenants can be impacted by events beyond our control and we may be unable to do so. The Amended Credit Agreement provides that our breach or failure to satisfy certain covenants constitutes an event of default. Upon the occurrence of an event of default, the administrative agent, at the direction of the lenders, could elect to declare all amounts outstanding under the Amended Credit Agreement to be immediately due and payable. In addition, the administrative agent would have the right to proceed against the assets provided as collateral in accordance with the Amended Credit Agreement. If the debt under our Amended Credit Agreement were to be accelerated, we may not have sufficient cash on hand or be able to sell sufficient collateral to repay such debts, which would have an immediate adverse effect on our business, liquidity, and financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 5. Other Information.
Change in Board of Directors
On November 4, 2025, Raina Moskowitz, a member of the Board of Directors (the “Board”) of the Company, notified the Company of her decision to resign from the Board effective as of December 31,
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2025. Ms. Moskowitz’s decision to resign was not due to any disagreement with the Company on any matter relating to the Company operations, policies or practices.
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended September 30, 2025, the following directors and 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:
| Type of Trading Arrangement | ||||||||||||||||||||
| Name and Position | Action (Adoption / Termination) | Adoption / Termination Date | Rule 10b5-1* | Non- Rule 10b5-1** | Total Shares and Class of Common Stock to be Sold/Purchased | Expiration Date | ||||||||||||||
| X | and Class B Common Stock to be sold(1). | |||||||||||||||||||
| X | $ | |||||||||||||||||||
| X | A Common Stock to be sold(1). | |||||||||||||||||||
| X | $ | |||||||||||||||||||
| X | Stock to be sold. | |||||||||||||||||||
| * Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. | ||||||||||||||||||||
| ** “Non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act. | ||||||||||||||||||||
| (1) All or a portion of the sale of these shares is subject to limit orders, which may result in all or a portion of such shares remaining unsold. | ||||||||||||||||||||
Our officers (as defined in Rule 16a-1(f) under the Exchange Act) have entered into sell-to-cover arrangements, which constitute “non-Rule 10b5-1 trading arrangements,” 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.
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Item 6. Exhibits
INDEX TO EXHIBITS
| 3.1 | ||||||||
| 3.2 | ||||||||
| 10.2# | ||||||||
| 10.3# | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101 | The following information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, 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 | |||||||
| 104 | The cover page from the Quarterly Report on Form 10-Q, formatted as Inline XBRL. | |||||||
________________
* Furnished, not filed.
# Certain of the exhibits to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). Sprout Social agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized.
| Sprout Social, Inc. | ||||||||
| November 6, 2025 | By: | /s/ Joe Del Preto | ||||||
| Joe Del Preto | ||||||||
| Chief Financial Officer and Treasurer (Principal Financial and Principal Accounting Officer) | ||||||||
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CERTIFICATION
I, Ryan Barretto, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Sprout Social, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
SPROUT SOCIAL, INC. | |||||
By: | /s/ Ryan Barretto | ||||
Name: | Ryan Barretto | ||||
Title: | Chief Executive Officer and Member of the Board of Directors | ||||
Date: November 6, 2025
CERTIFICATION
I, Joe Del Preto, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Sprout Social, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
SPROUT SOCIAL, INC. | |||||
By: | /s/ Joe Del Preto | ||||
Name: | Joe Del Preto | ||||
Title: | Chief Financial Officer and Treasurer | ||||
Date: November 6, 2025
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Sprout Social, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ryan Barretto, Chief Executive Officer and Member of the Board of Directors, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
SPROUT SOCIAL, INC. | |||||
By: | /s/ Ryan Barretto | ||||
Name: | Ryan Barretto | ||||
Title: | Chief Executive Officer and Member of the Board of Directors | ||||
Date: November 6, 2025
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Sprout Social, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Sprout Social, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joe Del Preto, Chief Financial Officer and Treasurer, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
SPROUT SOCIAL, INC. | |||||
By: | /s/ Joe Del Preto | ||||
Name: | Joe Del Preto | ||||
Title: | Chief Financial Officer and Treasurer | ||||
Date: November 6, 2025
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Sprout Social, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.