Sprout Social insider executes 10b5-1 sales; trusts hold exchangeable Class B stake

Rhea-AI Filing Summary

Justyn R. Howard, Executive Chair and 10% owner of Sprout Social (SPT), reported several transactions in Class A and Class B common stock under a Rule 10b5-1 plan. Mr. Howard sold 10,566 Class A shares to cover tax obligations tied to vested restricted stock units at an average price of $15.163. Under a 10b5-1 plan, he also sold 20,000 Class A shares at a weighted average price of $14.937 while contemporaneously acquiring or converting 20,000 shares (recorded as Class B shares exchangeable into Class A). After these moves he directly holds 296,522 Class A shares and, indirectly through trusts, beneficially controls a substantial block of Class B shares exchangeable into Class A (totaling over 1.76 million exchangeable Class A shares plus other reported RSUs).

Positive

• Continued concentrated ownership: Reporting Person and related trusts retain a large indirect stake in Class B shares exchangeable into Class A, preserving voting control.
• Use of 10b5-1 and irrevocable election: Sales were executed under pre-established plans and an irrevocable election for RSU tax coverage, indicating orderly, pre-planned dispositions.
• Detailed RSU disclosure: The filing itemizes RSU tranches and vesting schedules, improving transparency about future share issuance.

Negative

• Insider share sales: 30,566 Class A shares were sold (10,566 to cover RSU taxes and 20,000 under the 10b5-1 plan) at weighted average prices of $15.163 and $14.937.
• Potential near-term dilution: Multiple RSU tranches totaling reported RSUs (including 109,489 RSUs) remain outstanding and will convert to Class A shares as they vest.

Insights

Securities Analyst

TL;DR: Insider sales were executed under a 10b5-1 plan to cover RSU tax obligations; sizeable trust-held voting position remains intact.

The reported sales—10,566 shares sold pursuant to an irrevocable election to cover RSU taxes and 20,000 shares sold under a 10b5-1 plan—are described as routine liquidity actions rather than ad hoc dispositions. The weighted average sale prices are disclosed and the filer offers to provide per-trade price details if requested. Material investor-relevant detail is the continued indirect control of a large number of Class B shares that are exchangeable one-for-one into Class A shares, preserving voting influence. No new borrowings, option exercises for cash, or extraordinary transactions are reported.

Corporate Governance Expert

TL;DR: Governance impact appears limited: insider sold shares for tax settlement while retaining concentrated voting power via trusts.

The filing shows transparent use of a Rule 10b5-1 plan and an earlier irrevocable election to satisfy tax obligations on RSU settlement, which aligns with usual governance best practices for predictable insider trading. Importantly, the filing details multiple trusts holding Class B shares with 10 votes per share and exchangeability into Class A, indicating maintained control despite the disposals. The disclosure of RSU schedules and vesting tranches increases transparency about future potential dilution or transfers.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Howard Justyn Russell

(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
X	Officer (give title below)		Other (specify below)
	Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		S(1)		10,566	D	$15.163	296,522(2)	D
Class A Common Stock	09/05/2025		C(3)		20,000	A	$0	27,417	I	See footnote(4)
Class A Common Stock	09/05/2025		S(3)		20,000	D	$14.937(5)	7,417	I	See footnote(4)

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
Class B Common Stock	(6)	09/05/2025		C			20,000	(6)	(6)	Class A Common Stock	20,000	$0	1,761,190	I	See footnote(4)
Class B Common Stock	(6)							(6)	(6)	Class A Common Stock	518,874		518,874	D

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) 12,308 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2025; (2) 42,663 reported RSUs of which vest in 6 equal quarterly installments beginning on December 1, 2025; (3) 74,203 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2025; and (4) 109,489 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. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

3. The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 10, 2024.

4. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,006,190 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.

5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.75 to $15.26 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.

6. 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. Howard	09/05/2025
	** 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.
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FAQ

What transactions did Justyn R. Howard report on Form 4 for SPT?

He sold 10,566 Class A shares to cover RSU tax obligations and sold 20,000 Class A shares under a 10b5-1 plan while 20,000 Class B shares were recorded in connection with conversions/acquisitions.

Why were 10,566 shares sold by the insider?

The 10,566 shares were sold pursuant to an irrevocable election

How many shares does the reporting person beneficially own after these transactions?

Directly: 296,522 Class A shares reported; Indirectly: beneficial ownership includes exchangeable Class B shares equating to 1,761,190 Class A shares plus additional Class B holdings across trusts and 27,417 Class A shares held indirectly as reported.

Do the Class B shares carry voting rights or economic rights?

Class B shares carry 10 votes per share and have no economic rights

Were the sales part of a pre-established trading plan?

Yes. The filing states the transactions occurred under a Rule 10b5-1 plan adopted on September 10, 2024, and an earlier irrevocable election dating November 29, 2024, covered RSU-related sales.