Sprout Social (SPT) CEO adds 93,984 shares in 10b5-1 purchase

Rhea-AI Filing Summary

Sprout Social, Inc. CEO Ryan Paul Barretto reported a planned open‑market share purchase. On January 9, 2026, he acquired 93,984 shares of Class A common stock under a Rule 10b5-1 trading plan adopted on September 5, 2025, at a weighted average price of $10.668 per share from multiple trades priced between $10.505 and $10.90.

After this transaction, he beneficially owned 875,256 shares of Class A common stock, including several restricted stock unit (RSU) awards scheduled to vest in quarterly installments beginning March 1, 2026, April 1, 2026 and June 1, 2026. In addition, 119,775 shares are held indirectly through the Ryan Paul Barretto 2020 Gift Trust and the Ryan Paul Barretto Revocable Trust.

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

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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^*

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)
01/09/2026

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	01/09/2026		P(1)		93,984	A	$10.668(2)	875,256(3)(4)	D
Class A Common Stock								119,775	I	See Footnote(5)

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. The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 5, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.505 to $10.90 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.

3. After giving effect to the transaction reported herein, the total reported in column 5 includes: (1) 3,750 reported RSUs which vest in 1 quarterly installment on March 1, 2026; (2) 37,500 reported RSUs which vest in 5 equal quarterly installments beginning on March 1, 2026; (3) 18,793 reported RSUs which vest in 5 equal quarterly installments beginning on March 1, 2026; (4) 39,116 reported RSUs which vest in 9 equal quarterly installments beginning on March 1, 2026; (5) 61,188 reported RSUs which will vest in 11 equal quarterly installments beginning on April 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.

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

5. 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	01/12/2026
	** 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 insider transaction did Sprout Social (SPT) report for its CEO?

Sprout Social reported that CEO and director Ryan Paul Barretto acquired 93,984 shares of Class A common stock on January 9, 2026, in an open‑market purchase.

At what price did the Sprout Social CEO acquire the 93,984 shares?

The filing states a weighted average price of $10.668 per share, with individual trades executed at prices ranging from $10.505 to $10.90 per share.

Was the Sprout Social CEO’s trade made under a Rule 10b5-1 plan?

Yes. The transactions occurred under a Rule 10b5-1 trading plan adopted by Ryan Paul Barretto on September 5, 2025, as disclosed in the footnotes.

How many Sprout Social shares does the CEO beneficially own after this transaction?

Following the reported purchase, Ryan Paul Barretto beneficially owns 875,256 shares of Class A common stock, which includes multiple RSU awards that vest over time.

What RSU grants are included in the Sprout Social CEO’s reported holdings?

The total includes several RSU awards: 3,750 RSUs vesting in one quarterly installment on March 1, 2026, plus additional RSUs (37,500; 18,793; 39,116; 61,188; and 291,970) vesting in quarterly installments beginning on March 1, 2026, April 1, 2026, and June 1, 2026.

What indirect Sprout Social share holdings are reported for the CEO?

The filing lists 119,775 shares held indirectly: 60,000 shares in the Ryan Paul Barretto 2020 Gift Trust, where his spouse is sole trustee, and 59,775 shares in the Ryan Paul Barretto Revocable Trust, where he is the sole trustee.