Sprout Social (SPT) executive chair converts and sells 40,000 shares under 10b5-1 plan
Rhea-AI Filing Summary
Sprout Social, Inc. insider Howard Justyn Russell, Executive Chair and greater-than-10% owner, reported a pre‑planned Rule 10b5-1 transaction on August 11, 2026. He converted 40,000 shares of Class B Common Stock into Class A Common Stock and then sold 40,000 Class A shares at a weighted average price of $10.115 per share. After these transactions, he continues to hold 7,417 shares of Class A and significant Class B holdings through various trusts, including 606,190, 170,000, 285,000, and 300,000 Class B shares as disclosed.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
4 txns
Insider
Howard Justyn Russell
Role
Executive Chair
Sold
40,000 shs ($405K)
Approx. gross sale proceeds
$405K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock F4, F2 | 40,000 | $0.00 | $0.00 |
| Conversion | Class A Common Stock F1, F2 | 40,000 | $0.00 | $0.00 |
| Sale | Class A Common Stock F1, F3, F2 | 40,000 | $10.115 | $405K |
| holding | Class B Common Stock F4 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 1,361,190 shares (Indirect, See footnote);
Class A Common Stock — 7,417 shares (Indirect, See footnote);
Class B Common Stock — 518,874 shares (Direct)
Footnotes (4)
- F1. The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 12, 2025.
- F2. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock; (ii) 606,190 shares of Class B common stock held by the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee; (iii) 170,000 shares of Class B common stock held by the EEH Revocable Trust, of which the Reporting Person's spouse serves as the sole trustee; (iv) 285,000 shares of Class B common stock held by the JRH Gift Trust, of which the Reporting Person's spouse serves as the sole trustee; and (v) 300,000 shares of Class B common stock held by the EEH Gift Trust, of which the Reporting Person serves as the sole trustee.
- F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.895 to $10.39 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.
- F4. Shares of Class B Common Stock have no economic rights and each share entitles its holder to 10 votes per share. Each share of Class B Common Stock is exchangeable by the holder on a one-for-one basis for Class A Common Stock at any time and does not expire.
Key Figures
Shares converted: 40,000 shares of Class B Common Stock
Shares sold: 40,000 shares of Class A Common Stock
Weighted average sale price: $10.115 per share
+5 more
8 metrics
Shares converted
40,000 shares of Class B Common Stock
Converted into Class A Common Stock on August 11, 2026
Shares sold
40,000 shares of Class A Common Stock
Sold on August 11, 2026 after conversion
Weighted average sale price
$10.115 per share
Sale of 40,000 Class A shares; trades ranged from $9.895 to $10.39
Post-transaction Class A holdings
7,417 shares of Class A Common Stock
Reported as held after giving effect to the transactions
JRH Revocable Trust Class B
606,190 shares of Class B Common Stock
Held by JRH Revocable Trust, with the reporting person as sole trustee
EEH Revocable Trust Class B
170,000 shares of Class B Common Stock
Held by EEH Revocable Trust, with the reporting person’s spouse as sole trustee
JRH Gift Trust Class B
285,000 shares of Class B Common Stock
Held by JRH Gift Trust, with the reporting person’s spouse as sole trustee
EEH Gift Trust Class B
300,000 shares of Class B Common Stock
Held by EEH Gift Trust, with the reporting person as sole trustee
Key Terms
Rule 10b5-1 plan, weighted average price, Class B Common Stock, exchangeable
4 terms
Rule 10b5-1 plan regulatory
"The transactions reported occurred under a 10b5-1 plan adopted on September 12, 2025"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
weighted average price financial
"The reported price is a weighted average price for shares sold between $9.895 and $10.39"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Class B Common Stock financial
"Shares of Class B Common Stock have no economic rights and carry 10 votes per share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
exchangeable financial
"Each share of Class B Common Stock is exchangeable one-for-one for Class A Common Stock"
FAQ
What insider transaction did SPT’s Howard Justyn Russell report?
Howard Justyn Russell reported converting 40,000 Class B shares into Class A and then selling 40,000 Class A shares on August 11, 2026. The activity was reported at a $10.115 weighted average sale price per share.
Was the SPT insider sale by Howard Justyn Russell under a Rule 10b5-1 plan?
Yes. The filing states the transactions occurred under a Rule 10b5-1 plan adopted on September 12, 2025. Such plans pre-arrange trades, which can reduce the informational value of transaction timing for investors.
What Sprout Social (SPT) holdings does Howard Justyn Russell report after this transaction?
After the reported trades, he reports 7,417 Class A shares and several trust-held Class B positions: 606,190, 170,000, 285,000, and 300,000 Class B shares, reflecting continued substantial ownership.
What are the voting and economic rights of SPT Class B Common Stock mentioned in the filing?
Each Class B share carries 10 votes and has no economic rights. Class B shares are exchangeable by the holder on a one-for-one basis for Class A Common Stock at any time and do not expire.
AI-generated analysis. How Rhea-AI works. Not financial advice.
