Sprout Social (SPT) chair converts 40,000 Class B then sells 40,000 Class A
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Sprout Social, Inc. Executive Chair Howard Justyn Russell reported a pre-planned mix of conversions and sales of Class A and Class B shares. Trusts associated with Russell converted 40,000 shares of Class B Common Stock into Class A and then sold 40,000 Class A shares in open-market transactions under a Rule 10b5-1 trading plan adopted on September 12, 2025. The sales occurred at prices around $7.41 and $6.58 per share, with a weighted-average range from $6.365 to $7.340 per share. After these transactions, the trusts collectively hold 7,417 shares of Class A and 726,190, 170,000, 285,000 and 300,000 shares of Class B across several family trusts, while Russell also has a separate direct Class B position exchangeable one-for-one into Class A with no expiration.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 40,000 shares ($263,233)
Net Sell
5 txns
Insider
Howard Justyn Russell
Role
Executive Chair
Sold
40,000 shs ($263K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 40,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 40,000 | $0.00 | -- |
| Sale | Class A Common Stock | 39,960 | $6.58 | $263K |
| Sale | Class A Common Stock | 40 | $7.41 | $296.40 |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 1,481,190 shares (Indirect, See footnote);
Class A Common Stock — 47,417 shares (Indirect, See footnote);
Class B Common Stock — 518,874 shares (Direct, null)
Footnotes (1)
- The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 12, 2025. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 726,190 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.365 to $7.340 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. 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 sold: 40,000 shares of Class A
Sale prices: $7.41 and $6.58 per share
Weighted price range: $6.365–$7.340 per share
+5 more
8 metrics
Shares sold
40,000 shares of Class A
Open-market sales on May 11, 2026
Sale prices
$7.41 and $6.58 per share
Two Class A sale tranches
Weighted price range
$6.365–$7.340 per share
Range for multiple sale transactions
Shares converted
40,000 shares
Class B converted into Class A
Indirect Class A holdings
7,417 shares
Held by JRH Revocable Trust after transactions
Indirect Class B blocks
726,190; 170,000; 285,000; 300,000 shares
Held across four family trusts
Direct derivative position
518,874 underlying Class A shares
Class B Common Stock, exercise price $0.0000
Votes per Class B share
10 votes per share
Class B Common Stock voting rights
Key Terms
Rule 10b5-1 plan, Class B Common Stock, weighted average price, derivative security, +1 more
5 terms
Rule 10b5-1 plan regulatory
"The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person 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.
Class B Common Stock financial
"Shares of Class B Common Stock have no economic rights and each share entitles its holder to 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.
weighted average price financial
"The reported price in Column 4 is a weighted average price."
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.
derivative security financial
"Conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
open-market sale financial
"Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
FAQ
What did Sprout Social (SPT) Executive Chair Howard Russell report in this Form 4?
Howard Justyn Russell reported a combination of share conversions and open-market sales. Trusts associated with him converted 40,000 Class B shares into Class A and sold 40,000 Class A shares under a pre-arranged Rule 10b5-1 trading plan.
Were the Sprout Social (SPT) insider sales made under a Rule 10b5-1 plan?
Yes. A footnote explains that all transactions in this Form 4 occurred under a Rule 10b5-1 trading plan adopted by Howard Justyn Russell on September 12, 2025. Such plans pre-schedule trades, making the timing more routine and less discretionary.
What Sprout Social (SPT) holdings remain after Howard Russell’s reported trades?
After the transactions, trusts associated with Russell hold 7,417 shares of Class A and blocks of 726,190, 170,000, 285,000 and 300,000 shares of Class B. He also has a separate direct Class B position exchangeable one-for-one into Class A Common Stock.