Sprout Social, Inc 8-K, filed Aug 26, 2025
Sprout Social, Inc. (SPT)
8-K
2025-08-26
For: 2025-08-26
View Original
Added on
April 10, 2026
About this 8-K
Sprout Social, Inc filed this 8-K on August 26, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 26, 2025
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| , | |||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(866 ) 878-3231
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure
On August 26, 2025, Sprout Social, Inc. (the “Company”) published a shareholder letter written by Aaron Rankin, a co-founder of the Company and a member of its Board of Directors. A copy of the letter is attached hereto as Exhibit 99.1 and is furnished herewith.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||||||||
| 99.1 | ||||||||||||||
| 104 | Cover page interactive data file (embedded within the inline XBRL document) | |||||||||||||
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 hereunto duly authorized.
| SPROUT SOCIAL, INC. | |||||
| By: | /s/ Heidi Jonas | ||||
| Name: | Heidi Jonas | ||||
| Title: | General Counsel and Secretary | ||||
Date: August 26, 2025
August 26, 2025 — To My Fellow Shareholders: I want to share an important update that underscores my conviction in Sprout Social’s long-term opportunity. Over the past week, I terminated my prior 10b5-1 stock trading plan, which had programmatically sold a portion of my shares. In its place, I have established a new trading plan that provides for future purchases of Sprout shares, once applicable SEC requirements and waiting periods have been satisfied. I am not alone in this belief; our Chief Executive Officer and fellow board member, Ryan Barretto, has also recently terminated his prior trading plan, which had provided for programmatic sales. Ryan is in the process of adopting a new trading plan that provides for future purchases of Sprout shares, subject to satisfaction of the same SEC requirements. Additionally, co-founder and Executive Chairman, Justyn Howard shares this sentiment and intends to explore similar options. Since our IPO, I have effected limited share sales as part of a long-term diversification strategy, structured around limit prices I believed to be fair and paced in line with our growth potential. Today, that same judgment now leads me to seek to increase my ownership. I believe the market is undervaluing and in some respects not fully appreciating Sprout’s position and potential. Specifically: 1. Sprout’s significant long-term opportunity in a market redefining how businesses interact with and understand their customers. 2. Our durable competitive moat built on 15 years of R&D and a differentiated approach to social data. 3. The leverage these strengths provide as we execute through the AI paradigm shift.
As a co-founder, current Board member, and former Chief Technology Officer, I’ve watched Sprout evolve from a tactical publishing tool into the operating system for social intelligence relied upon by leading brands. From the start, we have aimed not simply to build useful software, but to define a category, enabling businesses not just to join social conversations, but to harness that vast dataset to better understand customers, markets, and the future. The Sprout team continues to advance the most powerful platform for capturing that value and extending social intelligence across the enterprise, particularly through AI. I am proud and grateful to be in a personal position to express my confidence in this mission by laying the groundwork to increase my ownership during this period of market dislocation. Sincerely, Aaron Rankin Co-Founder, Board Member, and Former CTO Sprout Social, Inc.