STOCK TITAN

Sprout Social director sells 10,895 shares

Sprout Social, Inc. (SPT) director, officer and ten percent owner Howard Justyn Russell reported selling 10,895 shares of Class A Common Stock on September 2, 2026 at $11.451 per share in an open-market or private transaction.

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Sprout Social, Inc. (SPT) director, officer and ten percent owner Howard Justyn Russell reported selling 10,895 shares of Class A Common Stock on September 2, 2026 at $11.451 per share in an open-market or private transaction. The sale was made pursuant to an irrevocable election under Rule 10b5-1 to cover tax obligations upon settlement of restricted stock units. After the sale, he holds 239,840 Class A shares directly, plus indirect holdings of 7,417 Class A shares and substantial Class B Common Stock positions that are exchangeable one-for-one into Class A, including 518,874 underlying Class A shares held directly and 1,361,190 underlying Class A shares held indirectly through various family trusts.

Positive

  • None.

Negative

  • None.
Insider Howard Justyn Russell
Role Executive Chair
Sold 10,895 shs ($125K)
Type Security Shares Price Value
Sale Class A Common Stock F1, F2 10,895 $11.451 $125K
holding Class B Common Stock F4 -- -- --
holding Class B Common Stock F4, F3 -- -- --
holding Class A Common Stock F3 -- -- --
Holdings After Transaction: Class A Common Stock — 239,840 shares (Direct); Class B Common Stock — 518,874 contracts (Direct); Class B Common Stock — 1,361,190 contracts (Indirect, See footnote); Class A Common Stock — 7,417 shares (Indirect, See footnote)
Footnotes (4)
  1. F1. Shares sold pursuant to an irrevocable election made on November 29, 2024, in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs").
  2. F2. After giving effect to this transaction the total reported in column 5 includes: (1) 14,222 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2026; (2) 44,522 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2026; and (3) 68,431 reported RSUs which will vest in 10 equal quarterly installments beginning on December 1, 2026. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
  3. F3. This represents (i) 7,417 shares of Class A common stock and 606,190 shares of Class B common stock, held by the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee; (ii) 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; (iii) 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 (iv) 300,000 shares of Class B common stock held by the EEH Gift Trust, of which the Reporting Person serves as the sole trustee.
  4. 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.
Shares sold 10,895 shares Class A Common Stock sold on September 2, 2026
Sale price per share $11.451 per share Price for the 10,895 Class A shares sold on September 2, 2026
Direct Class A holdings after transaction 239,840 shares Class A Common Stock held directly by Howard Justyn Russell after the sale
Indirect Class A holdings 7,417 shares Class A Common Stock held indirectly through the JRH Revocable Trust
Direct Class B underlying Class A shares 518,874 shares Underlying Class A shares from Class B Common Stock held directly
Indirect Class B underlying Class A shares 1,361,190 shares Underlying Class A shares from Class B Common Stock held indirectly via trusts
RSUs vesting in 2 installments 14,222 RSUs Vest in 2 equal quarterly installments beginning December 1, 2026
RSUs vesting in 6 and 10 installments 44,522 RSUs and 68,431 RSUs Vest in 6 and 10 equal quarterly installments beginning December 1, 2026
Rule 10b5-1 regulatory
"made on November 29, 2024, in conformity with the requirements of Rule 10b5-1"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
restricted stock units ("RSUs") financial
"for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs")"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Class B Common Stock financial
"Shares of Class B Common Stock have no economic rights and each 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.
Revocable Trust financial
"shares ... held by the JRH Revocable Trust, of which the Reporting Person"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
Gift Trust financial
"shares of Class B common stock held by the JRH Gift Trust"

FAQ

What insider transaction did Sprout Social (SPT) report for Howard Justyn Russell?

Sprout Social reported that Howard Justyn Russell sold 10,895 shares of Class A Common Stock on September 2, 2026 at $11.451 per share. The filing also details his remaining direct and indirect holdings in Class A and Class B shares.

Was the SPT insider sale by Howard Justyn Russell made under a Rule 10b5-1 plan?

Yes. The filing states the 10,895-share sale was made pursuant to an irrevocable election dated November 29, 2024 in conformity with Rule 10b5-1, for the purpose of covering tax obligations upon settlement of restricted stock units.

How many Sprout Social (SPT) Class A shares does Howard Justyn Russell hold after this transaction?

After the reported sale, Howard Justyn Russell holds 239,840 Class A shares directly and 7,417 Class A shares indirectly through a trust, in addition to RSUs that each represent the right to receive one Class A share.

What RSUs linked to Sprout Social (SPT) does Howard Justyn Russell have after this filing?

After this transaction, the reported total includes 14,222 RSUs vesting in 2 equal quarterly installments, 44,522 RSUs vesting in 6 installments, and 68,431 RSUs vesting in 10 installments, all beginning on December 1, 2026. Each RSU represents one Class A share.

What special rights do Sprout Social (SPT) Class B shares held by Howard Justyn Russell carry?

The filing states that Sprout Social Class B Common Stock has no economic rights but provides 10 votes per share. Each Class B share is exchangeable by the holder on a one-for-one basis for Class A Common Stock at any time and does not expire.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Howard Justyn Russell

(Last)(First)(Middle)
131 SOUTH DEARBORN ST.
SUITE 700

(Street)
CHICAGO ILLINOIS 60603

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Sprout Social, Inc. [ SPT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chair
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/02/2026S(1)10,895D$11.451239,840(2)D
Class A Common Stock7,417ISee footnote(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(4) (4) (4)Class A Common Stock518,874518,874D
Class B Common Stock(4) (4) (4)Class A Common Stock1,361,1901,361,190ISee footnote(3)
Explanation of Responses:
1. Shares sold pursuant to an irrevocable election made on November 29, 2024, in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs").
2. After giving effect to this transaction the total reported in column 5 includes: (1) 14,222 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2026; (2) 44,522 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2026; and (3) 68,431 reported RSUs which will vest in 10 equal quarterly installments beginning on December 1, 2026. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
3. This represents (i) 7,417 shares of Class A common stock and 606,190 shares of Class B common stock, held by the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee; (ii) 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; (iii) 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 (iv) 300,000 shares of Class B common stock held by the EEH Gift Trust, of which the Reporting Person serves as the sole trustee.
4. 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.
Remarks:
/s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard09/03/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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