Sprout Social (SPT) chair sells 11,641 shares under Rule 10b5-1 plan

Rhea-AI Filing Summary

Sprout Social, Inc. Executive Chair and 10% owner Howard Justyn Russell sold 11,641 shares of Class A Common Stock at $7.746 per share in an open‑market sale. The sale was made under an irrevocable Rule 10b5-1 election to cover tax obligations from restricted stock unit settlements.

After this transaction, he holds 250,735 shares of Class A Common Stock directly and 7,417 shares518,874 shares held directly and 1,481,190 shares held indirectly through family trusts.

Footnotes state that vested and unvested awards include 21,332, 51,942, and 75,274 restricted stock units scheduled to vest in quarterly installments beginning on September 1, 2026, each representing the right to receive one share of Class A Common Stock.

Insider Trade Summary 10b5-1

Net Seller: 11,641 shares ($90,171)

Net Sell 4 txns

Insider Howard Justyn Russell

Role Executive Chair

Sold 11,641 shs ($90K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	11,641	$7.746	$90K
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 250,735 shares (Direct, null); Class B Common Stock — 1,481,190 shares (Indirect, See footnote); Class B Common Stock — 518,874 shares (Direct, null); Class A Common Stock — 7,417 shares (Indirect, See footnote)

Footnotes (1)

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"). After giving effect to this transaction the total reported in column 5 includes: (1) 21,332 reported RSUs of which vest in 3 equal quarterly installments beginning on September 1, 2026; (2) 51,942 reported RSUs which vest in 7 equal quarterly installments beginning on September 1, 2026; and (3) 75,274 reported RSUs of which will vest in 11 equal quarterly installments beginning on September 1, 2026. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire. This represents (i) 7,417 shares of Class A common stock; (ii) 726,190 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. 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: 11,641 shares Sale price: $7.746 per share Direct Class A holdings: 250,735 shares +5 more

8 metrics

Shares sold 11,641 shares Class A Common Stock open-market sale

Sale price $7.746 per share Price for Class A shares sold

Direct Class A holdings 250,735 shares Class A Common Stock after transaction

Indirect Class A holdings 7,417 shares Class A Common Stock held indirectly via trusts

Direct Class B underlying shares 518,874 shares Class B Common Stock exchangeable into Class A

Indirect Class B underlying shares 1,481,190 shares Class B Common Stock in family trusts

RSUs tranche 1 21,332 units RSUs vesting in 3 equal quarterly installments from September 1, 2026

RSUs tranche 2 51,942 units RSUs vesting in 7 equal quarterly installments from September 1, 2026

Key Terms

Rule 10b5-1, restricted stock units, Class B Common Stock, contingent right, +1 more

5 terms

Rule 10b5-1 regulatory

"Shares sold pursuant to an irrevocable election 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 financial

"for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

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.

contingent right financial

"Each RSU represents the contingent right to receive one share of Class A Common Stock"

irrevocable election regulatory

"Shares sold pursuant to an irrevocable election made on November 29, 2024"

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Form 4 Insider Transactions: What Each Field Means →

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
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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/02/2026		S(1)		11,641	D	$7.746	250,735(2)	D
Class A Common Stock								7,417	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
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	1,481,190		1,481,190	I	See footnote(3)
Class B Common Stock	(4)							(4)	(4)	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) 21,332 reported RSUs of which vest in 3 equal quarterly installments beginning on September 1, 2026; (2) 51,942 reported RSUs which vest in 7 equal quarterly installments beginning on September 1, 2026; and (3) 75,274 reported RSUs of which will vest in 11 equal quarterly installments beginning on September 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; (ii) 726,190 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.

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. Howard	06/03/2026
	** 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.
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)

FAQ

What did Sprout Social (SPT) executive Howard Justyn Russell do in this Form 4?

Howard Justyn Russell sold 11,641 shares of Sprout Social Class A Common Stock at $7.746 per share. The transaction was an open‑market sale executed under a pre‑set Rule 10b5‑1 election to help cover tax obligations arising from restricted stock unit settlements.

How many Sprout Social (SPT) shares did Howard Justyn Russell sell and at what price?

He sold 11,641 shares of Sprout Social Class A Common Stock at a price of $7.746 per share. This was reported as an open‑market or private transaction sale, with the sale linked to tax obligations associated with restricted stock unit settlements.

How many Sprout Social (SPT) Class A shares does Howard Justyn Russell hold after the reported sale?

After the sale, he directly holds 250,735 shares of Sprout Social Class A Common Stock. He also indirectly holds 7,417 additional Class A shares, alongside various Class B holdings that are exchangeable into Class A shares on a one‑for‑one basis according to the footnotes.

What Class B Common Stock holdings linked to Sprout Social (SPT) does Howard Justyn Russell have?

He holds 518,874 shares of Class B Common Stock directly and 1,481,190 shares indirectly through family trusts. Each Class B share carries 10 votes and is exchangeable one‑for‑one into Class A Common Stock, with no stated expiration according to the disclosure.

Were Howard Justyn Russell’s Sprout Social (SPT) share sales made under a Rule 10b5-1 plan?

Yes. The filing states the shares were sold under an irrevocable election made November 29, 2024, in conformity with Rule 10b5‑1. The purpose was to cover tax obligations upon settlement of restricted stock units, indicating the sale was pre‑planned rather than discretionary.

What restricted stock units (RSUs) does Howard Justyn Russell hold in Sprout Social (SPT)?

Footnotes list 21,332, 51,942, and 75,274 reported RSUs that vest in equal quarterly installments starting September 1, 2026. Each RSU represents a contingent right to receive one share of Sprout Social Class A Common Stock and does not carry an expiration date.

What voting rights are associated with Sprout Social (SPT) Class B Common Stock held by Howard Justyn Russell?

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