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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from Commission File Number 001-39156 Title of each class Class A Common Stock , $ 0.0001 par value per share FORM 10 - K Large accelerated filer Non - accelerated filer Emerging growth company 300 SPROUT SOCIAL , INC . ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) to 131 South Dearborn St. , 27-2404165 ( I.R.S. Employer Identification No. ) Suite 700 Chicago , Illinois 60603 ( Address of principal executive offices and zip code ) ( 866 ) 878-3231 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol SPT Securities registered pursuant to section 12 ( g ) of the Act : None Indicate by a check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes 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 Name of each exchange on which registered The Nasdaq Stock Market LLC ( Nasdaq Capital Market ) 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 No 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 > Smaller reporting company If an emerging growth company , that prepares its financial statements in accordance with U.S. GAAP , 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 . DOCUMENTS INCORPORATED BY REFERENCE Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . 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 June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , the aggregate market value of the stock held by non - affiliates was approximately $ 546.3 million . As of February 23 , 2021 , there were 44,121,698 shares and 9,273,622 shares of the registrant's Class A and Class B common stock , respectively , $ 0.0001 par value per share , outstanding . Portions of the registrant's Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders , which is expected be held on May 26 , 2021 , are incorporated by reference into Part III of this Annual Report on Form 10 - K where indicated . Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant's fiscal year ended December 31 , 2020 .