Sprout Social (SPT) director and 10% owner reports share purchase

Rhea-AI Filing Summary

Sprout Social, Inc. director and 10% owner Aaron E.F. Rankin reported buying Class A common stock in an open-market transaction. On December 17, 2025, he acquired 90,661 shares of Class A common stock at a weighted average price of $11.14 per share under a pre-arranged Rule 10b5-1 trading plan adopted on August 21, 2025. After this purchase, he beneficially owned 114,969 shares, including multiple restricted stock unit (RSU) awards that vest in scheduled quarterly installments through 2026, each RSU representing the right to receive one share of Class A common stock.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rankin Aaron Edward Frederick

(Last) (First) (Middle)

131 SOUTH DEARBORN ST.

SUITE 700

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/17/2025		P(1)		90,661	A	$11.14(2)	114,969(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on August 21, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.99 to $11.47 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. After giving effect to the transaction reported herein, the total reported in column 5 includes: (1) 1,026 reported restricted stock units ("RSUs") which vest in 1 quarterly installments on March 1, 2026; (2) 5,080 reported RSUs which vest in 5 equal quarterly installments beginning on March 1, 2026; (3) 3,816 reported RSUs which vest in 9 equal quarterly installments beginning on March 1, 2025; and (4) 8,298 reported RSUs, which were granted on May 22, 2025, and will vest on the earlier of (i) the day immediately preceding the date of the Issuer's first annual meeting of stockholders following the grant date or (ii) May 22, 2026, the first anniversary of the grant date. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

Remarks:

	/s/ Heidi Jonas, Attorney-in-fact for Aaron E.F. Rankin	12/18/2025
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Sprout Social (SPT) report in this Form 4?

The filing shows that director and 10% owner Aaron E.F. Rankin purchased 90,661 shares of Sprout Social Class A common stock in an open-market transaction on December 17, 2025.

What price did the Sprout Social (SPT) insider pay for the shares?

The reported weighted average purchase price was $11.14 per share, with individual trades executed at prices ranging from $10.99 to $11.47 per share.

Was the Sprout Social (SPT) insider trade made under a Rule 10b5-1 plan?

Yes. The transactions occurred under a Rule 10b5-1 trading plan adopted by Aaron E.F. Rankin on August 21, 2025, as stated in the footnotes.

How many Sprout Social (SPT) shares does the reporting person own after this transaction?

After the reported purchase, Aaron E.F. Rankin beneficially owned 114,969 shares of Sprout Social Class A common stock, including several RSU awards.

What restricted stock units (RSUs) are included in the reported Sprout Social (SPT) holdings?

The total includes RSUs covering 1,026 shares vesting on March 1, 2026, 5,080 shares vesting in five equal quarterly installments beginning March 1, 2026, 3,816 shares vesting in nine equal quarterly installments beginning March 1, 2025, and 8,298 shares vesting on the earlier of the day before the first annual stockholders' meeting after the May 22, 2025 grant date or on May 22, 2026.

What is the relationship of the reporting person to Sprout Social (SPT)?

The reporting person, Aaron E.F. Rankin, is identified as both a Director and a 10% Owner of Sprout Social, Inc.