Sprout Social CEO reports sale and extensive RSU vesting schedule

Rhea-AI Filing Summary

Ryan Paul Barretto, who serves as CEO and a Director of Sprout Social, Inc. (SPT), reported a sale of 8,755 shares of Class A common stock on 10/01/2025 at a price of $12.47 per share. After the reported sale, Mr. Barretto is shown as beneficially owning 791,374 shares directly and 119,775 shares indirectly through trusts. The filing discloses extensive restricted stock unit (RSU) holdings that convert to Class A shares under scheduled vesting: several tranches totaling the amounts listed in the form, including large grants with vesting beginning December 1, 2025, and January–March 2026. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

• Substantial direct ownership of 791,374 Class A shares remains after the reported sale
• Material RSU grants with defined vesting schedules (examples: 291,970, 66,750, 45,000 RSUs) provide future alignment with shareholder interests

Negative

• Sale of 8,755 shares at $12.47 on 10/01/2025 reduced direct holdings
• Significant near-term vesting (starting 12/01/2025 and 03/01/2026) could increase share supply when RSUs convert to stock

Insights

Corporate Governance / Insider Trading Analyst

Insider sale and large scheduled RSU vesting are disclosed; ownership remains substantial.

The filing shows a disposition of 8,755 shares at $12.47 on 10/01/2025, reducing direct holdings but leaving 791,374 direct shares plus 119,775 indirect shares across two trusts.

The disclosure also lists multiple RSU tranches with specific vesting schedules beginning 12/01/2025, 01/01/2026, and 03/01/2026, indicating future share issuances tied to employment or service conditions.

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).

1. Name and Address of Reporting Person^*

Barretto Ryan Paul

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F		8,755	D	$12.47	791,374(1)(2)	D
Class A Common Stock								119,775	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

2. After giving effect to the transaction reported herein, the total reported in column 5 includes: (1) 7,500 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2025; (2) 45,000 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2025; (3) 22,551 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2025; (4) 43,462 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2025; (5) 66,750 reported RSUs which in 12 equal quarterly installments beginning on January 1, 2026; and (6) 291,970 reported RSUs of which 25% will vest on March 1, 2026 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2026.

3. This amount represents: (i) 60,000 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto 2020 Gift Trust, of which Mr. Barretto's spouse is the sole trustee; and (ii) 59,775 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee.

Remarks:

	/s/ Heidi Jonas, Attorney-in-fact for Ryan Paul Barretto	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did Ryan Paul Barretto report on Form 4 for SPT?

He reported a sale of 8,755 shares of Class A common stock on 10/01/2025 at $12.47 per share.

How many SPT shares does Mr. Barretto beneficially own after the reported transaction?

The Form 4 shows 791,374 shares directly owned and 119,775 shares indirectly owned through two trusts.

Are there RSUs disclosed for Ryan Paul Barretto in the filing?

Yes; the filing lists multiple RSU tranches (examples: 291,970, 66,750, 45,000, 43,462, 22,551, 7,500) with vesting schedules beginning 12/01/2025, 01/01/2026, and 03/01/2026.

Who filed and signed the Form 4 for Mr. Barretto?

The Form 4 was signed by Heidi Jonas, Attorney-in-fact for Ryan Paul Barretto on 10/03/2025.

Does the filing show any indirect holdings and their source?

Yes; indirect holdings total 119,775 shares held across the Ryan Paul Barretto 2020 Gift Trust (60,000 shares) and the Ryan Paul Barretto Revocable Trust (59,775 shares).