[Form 3] Sprout Social, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Sprout Social, Inc. (SPT)37,422 Restricted Stock Units tied to Class A common stock. These RSUs were granted on November 17, 2025 and are scheduled to vest over three years. One-third of the award will vest on November 17, 2026, and one-eighth of the remaining units will vest on each quarterly anniversary of the grant date until they are fully vested on November 17, 2028. Each RSU represents the right to receive one share of Class A common stock, and the RSUs do not have an expiration date. The filing is made by Brown as a director of Sprout Social.

11/19/2025 - 05:11 PM

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Brown Gregory Scott

(Last) (First) (Middle)

131 S DEARBORN ST ST, STE 700

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/11/2025

3. Issuer Name and Ticker or Trading Symbol
Sprout Social, Inc. [ SPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	(2)	Class A Common Stock	37,422	(3)	D

Explanation of Responses:

1. Of these 37,422 Restricted Stock Units granted on November 17, 2025, one-third of the total number of Restricted Stock Units will vest on November 17, 2026 and one-eighth of the remaining Restricted Stock Units will vest on each quarterly anniversary of the grant date thereafter such that the Restricted Stock Units will be fully vested on November 17, 2028.

2. The Restricted Stock Units do not expire.

3. Each Restricted Stock Unit represents the contingent right to receive one share of Class A Common Stock of the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Heidi Jonas, Attorney-in-fact for Gregory Scott Brown	11/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What equity award did Sprout Social (SPT) grant to director Gregory Scott Brown?

Sprout Social granted 37,422 Restricted Stock Units to director Gregory Scott Brown, each representing the right to receive one share of Class A common stock.

How do the 37,422 Sprout Social (SPT) RSUs vest for Gregory Scott Brown?

One-third of the 37,422 RSUs will vest on November 17, 2026, and one-eighth of the remaining RSUs will vest on each quarterly anniversary of the grant date until November 17, 2028.

When will Gregory Scott Brown’s RSUs in Sprout Social (SPT) be fully vested?

The Restricted Stock Units are structured to become fully vested on November 17, 2028, following the initial one-third vesting and subsequent quarterly vesting schedule.

Do the Restricted Stock Units granted by Sprout Social (SPT) to Gregory Scott Brown expire?

No. The filing states that the Restricted Stock Units do not expire.

What does each RSU represent in the Sprout Social (SPT) award to Gregory Scott Brown?

Each Restricted Stock Unit represents the contingent right to receive one share of Sprout Social’s Class A common stock.

In what capacity is Gregory Scott Brown related to Sprout Social (SPT) in this filing?

Gregory Scott Brown is identified as a director of Sprout Social, Inc. in this ownership report.