Sprout Social (SPT) CEO awarded 546,448 RSUs and settles tax with shares

Rhea-AI Filing Summary

Sprout Social, Inc. director and CEO Ryan Paul Barretto reported equity compensation and related tax withholding transactions in Class A Common Stock. On March 2, 2026, he had 36,342 shares withheld at $6.51 per share in a tax-withholding disposition, meaning shares were surrendered to cover taxes rather than sold in the market.

On the same date, he received a large equity award of 546,448 restricted stock units (RSUs) at a stated price of $0.00 per share as a grant or award. Each RSU represents the right to receive one share of Class A Common Stock and does not expire. After these transactions, his directly held and RSU-related position increased to 1,385,362 shares reported, with vesting schedules extending from April 1, 2026 through June 1, 2027 for various RSU tranches.

The filing also notes 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 sole trustee.

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).

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)
03/02/2026

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	03/02/2026		F		36,342	D	$6.51	838,914(1)(2)	D
Class A Common Stock	03/02/2026		A		546,448	A	$0	1,385,362(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. After giving effect to the transactions reported herein, the total reported in column 5 includes: (1)30,000 reported RSUs which vest in 4 equal quarterly installments beginning on June 1, 2026; (2) 15,034 reported RSUs which vest in 4 equal quarterly installments beginning on June 1, 2026; (3) 34,770 reported RSUs which vest in 8 equal quarterly installments beginning on June 1, 2026; (4) 61,188 reported RSUs which will vest in 11 equal quarterly installments beginning on April 1, 2026; (5) 218,978 reported RSUs which will vest in 12 equal quarterly installments beginning on June 1, 2026; (6) 546,448 newly granted RSUs of which 1/3 will vest on March 1, 2027 with the remaining RSUs vesting in 8 equal quarterly installments beginning on June 1, 2027.

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

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	03/04/2026
	** 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 transactions did Sprout Social (SPT) CEO Ryan Paul Barretto report?

Ryan Paul Barretto reported a tax-withholding disposition of 36,342 Sprout Social Class A shares at $6.51 and a grant of 546,448 restricted stock units at $0.00 per unit, reflecting routine equity compensation and associated tax settlement activity.

How many Sprout Social (SPT) RSUs were granted to the CEO in this Form 4?

The CEO received a grant of 546,448 restricted stock units, each representing one share of Sprout Social Class A Common Stock. These RSUs vest over multiple quarterly schedules beginning April 1, 2026 and June 1, 2026, with the largest new tranche starting March 1, 2027.

What is the nature of the 36,342 Sprout Social (SPT) shares disposed of in this filing?

The 36,342 Class A shares were disposed of in a tax-withholding transaction at $6.51 per share, used to satisfy tax obligations on equity awards. This is characterized as a payment of tax liability by delivering securities, not an open-market sale.

How many Sprout Social (SPT) shares does the CEO hold indirectly through trusts?

The filing reports 119,775 Sprout Social Class A shares held indirectly. This includes 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 sole trustee.

How do the newly granted Sprout Social (SPT) RSUs vest over time?

The reported RSUs vest in multiple quarterly installments. Several tranches begin vesting on April 1, 2026 and June 1, 2026, while the 546,448 newly granted RSUs vest one-third on March 1, 2027, with the remainder in eight equal quarterly installments starting June 1, 2027.

What is the CEO’s total direct Sprout Social (SPT) position after these transactions?

After the reported transactions, the CEO’s direct and RSU-related Class A position totals 1,385,362 shares. This figure reflects common shares and multiple RSU awards, each convertible into one share of Sprout Social Class A Common Stock upon vesting and settlement.