As filed with the Securities and Exchange Commission on February 23, 2024
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Sprout Social, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 27-2404165
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
131 South Dearborn Street, Suite 700
Chicago, Illinois 60603
(Address of principal executive offices) (Zip code)
 
SPROUT SOCIAL, INC. 2019 INCENTIVE AWARD PLAN
SPROUT SOCIAL, INC. 2019 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
 
Justyn Howard
Chairman of the Board of Directors
and Chief Executive Officer
Sprout Social, Inc.
131 South Dearborn Street, Suite 700
Chicago, Illinois 60603
Tel: (866) 878-3231
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
 
Courtney M. W. Tygesson
Cooley LLP
110 North Wacker
Suite 4200
Chicago, Illinois 60606
(312) 881-6500
 
Heidi Jonas
General Counsel and Secretary
Sprout Social, Inc.
131 South Dearborn Street, Suite 700
Chicago, Illinois 60603
Tel: (866) 878-3231
 
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.
Large accelerated filer   x
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 7(a)(2)(B) of the Securities Act. ¨
 


EXPLANATORY NOTE
 
In this registration statement, Sprout Social, Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.”

The Registrant is filing this Registration Statement on Form S-8 for the purpose of registering an additional 3,374,144 shares of the Registrant’s Class A common stock, $0.0001 par value per share (the “Class A common stock”), including 2,811,787 additional shares of Class A common stock issuable pursuant to the Sprout Social, Inc. 2019 Incentive Award Plan (the “Incentive Plan”) and 562,357 additional shares of Class A common stock issuable pursuant to the Sprout Social, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”), resulting from automatic annual increases on January 1, 2024 pursuant to the “evergreen” provisions of the Incentive Plan and ESPP (which provide that the total number of shares subject to the Incentive Plan and ESPP may be increased each year pursuant to a specified formula as set forth in each of the Incentive Plan and ESPP). These shares being registered pursuant to this Registration Statement are the same class as other securities for which registration statements relating to the Incentive Plan and ESPP were filed with the Securities and Exchange Commission (the “SEC”) on December 17, 2019 (Commission File No. 333-235547), on May 4, 2022 (Commission File No. 333-264683), and on February 22, 2023 (Commission File No. 333-269913) (collectively, the “Prior Registration Statements”).

In accordance with General Instruction E of Form S-8, the contents of each of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this registration statement, and later information filed with the SEC will update and supersede this information. We hereby incorporate by reference into this registration statement the following documents previously filed with the SEC:


All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement which indicates that all of the securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this registration statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
 
Item 8. Exhibits.

 The following documents are filed as exhibits to this Registration Statement:


Incorporated by Reference
Exhibit NumberDescriptionSchedule FormFile NumberExhibitFiling Date
4.18-K
001-39156
3.1December 17, 2019
4.28-K
001-39156
3.1October 31, 2022
4.3S-1/A333-2343164.1December 2, 2019
4.4S-1/A333-23431610.12December 2, 2019
4.5S-1/A333-23431610.15December 2, 2019
4.6S-1/A333-23431610.14December 2, 2019
4.710-K
001-39156
10.18February 28, 2020
4.810-K
001-39156
10.19February 24, 2021
4.910-Q
001-39156
10.1August 3, 2022
4.1010-K
001-39156
10.14February 22, 2023
4.11
10-Q
001-39156
10.3
November 6, 2023
5.1*
23.1*
23.2*
24.1*
107*
____________________
* Filed herewith. 



SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on this 23rd day of February, 2024.
 
 SPROUT SOCIAL, INC.
 By:/s/ Justyn Howard
  Name: Justyn Howard
  Title: Chairman of the Board of Directors and Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Justyn Howard and Joe Del Preto, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name  Position  Date
     
/s/ Justyn Howard
Justyn Howard
  
Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
  
February 23, 2024
     
/s/ Peter Barris
Peter Barris
  Director  
February 23, 2024
     
/s/ Steven Collins
Steven Collins
  Director  
February 23, 2024
     
/s/ Joe Del Preto   Chief Financial Officer and Treasurer  
February 23, 2024
Joe Del Preto(Principal Financial Officer and Principal
Accounting Officer)
/s/ Raina Moskowitz
Raina Moskowitz
  Director  
February 23, 2024
     
/s/ Aaron Rankin
Aaron Rankin
  
Director
  
February 23, 2024
     
/s/ Thomas Stanley
Thomas Stanley
  Director  
February 23, 2024
     
/s/ Karen Walker
Karen Walker
  Director  
February 23, 2024

Exhibit 5.1

Courtney M.W. Tygesson
+1 312 881 6680
ctygesson@cooley.com

February 23, 2024
Sprout Social, Inc.
600 West Chicago Avenue, Suite 850
Chicago, Illinois 60654
Re:    Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Sprout Social, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), covering the offering of up to 3,374,144 shares (the “Shares”) of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”), consisting of (a) 2,811,787 shares of Common Stock issuable pursuant to the Company’s 2019 Incentive Award Plan (the “Incentive Plan”) and (b) 562,357 shares of Common Stock issuable pursuant to the Company’s 2019 Employee Stock Purchase Plan (together with the Incentive Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) such other records, documents, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 110 North Wacker, Suite 4200, Chicago, Illinois 60606
t: (312) 881-6500 f: (312) 881-6598 cooley.com




Sprout Social, Inc.
February 23, 2024
Page Two
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,


Cooley LLP
By: /s/ Courtney M.W. Tygesson
    Courtney M.W. Tygesson
Cooley LLP 110 North Wacker, Suite 4200, Chicago, Illinois 60606
t: (312) 881-6500 f: (312) 881-6598 cooley.com



Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-235547, 333-264683, 333-269913) of Sprout Social, Inc. of our report dated February 23, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Sprout Social, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 23, 2024


Exhibit 107
CALCULATION OF FILING FEE TABLES
Form S-8
Sprout Social, Inc.
Table 1: Newly Registered Securities
Security
Type
Security Class
Title
Fee Calculation
Rule
Amount Registered(1)
Proposed
Maximum
Offering
Price Per
Share
Maximum
Aggregate
Offering
Price
Fee Rate
Amount of
Registration
Fee
EquityClass A common stock, $0.0001 par value per share, reserved for issuance pursuant to the Registrant’s 2019 Incentive Award Plan
Rule 457(c) and (h)(2)
2,811,787(3)
$64.50(2)
$181,360,262
$147.60 per $1,000,000
$26,768.77
EquityClass A common stock, $0.0001 par value per share, reserved for issuance pursuant to the Registrant’s 2019 Employee Stock Purchase Plan
Rule 457(c) and (h)(2)
562,357(4)
$64.50(2)
$36,272,027
$147.60 per $1,000,000
$5,353.75
Total Offering Amounts$217,632,289$32,122.52
Total Fee OffsetsN/A
Net Fee Due$32,122.52

(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A common stock, $0.0001 par value per share (“Class A common stock”), that become issuable under the Sprout Social, Inc. 2019 Incentive Award Plan, as amended and restated (the “Incentive Plan”), and the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the Registrant’s outstanding shares of Class A common stock.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon $64.50, which is the average of the high and low prices of the Registrant’s Class A common stock as reported on The Nasdaq Stock Market LLC (Nasdaq Capital Market) on February 15, 2024.


(3)
Represents the aggregate number of shares of Class A common stock that were automatically added to the shares authorized for issuance under the Incentive Plan pursuant to an “evergreen” provision contained therein on January 1, 2024. Pursuant to such provision, the number of shares of Class A common stock reserved for issuance under the Incentive Plan automatically increases on January 1st of each fiscal year, starting on January 1, 2020 and ending on and including January 1, 2029, in an amount equal to the lesser of (a) 5% of the total shares of all of the classes of the Registrant’s common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year or (b) such smaller number of shares as determined by the Registrant’s board of directors.
(4)
Represents the aggregate number of shares of Class A common stock that were automatically added to the shares authorized for issuance under the ESPP pursuant to an “evergreen” provision contained therein on January 1, 2024. Pursuant to such provision, the number of Class A Common stock reserved for issuance under the ESPP automatically increases on January 1st of each fiscal year, starting on January 1, 2020 and ending on and including January 1, 2029, in an amount equal to the lesser of (a) 1% of the total shares of all of the Company’s classes of common stock outstanding (on an as-converted basis) on the last day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Registrant’s board of directors.


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