Sprout Social CEO withholds 13K shares for taxes

Sprout Social’s CEO had shares withheld for tax or exercise-cost purposes, with substantial direct and trust-held positions remaining.

Rhea-AI Filing Summary

Sprout Social, Inc. (SPT) director and CEO Ryan Paul Barretto reported a Form 4 showing 13,323 shares of Class A Common Stock withheld or delivered on September 1, 2026 to pay the exercise price or tax liability at $11.47 per share. After this transaction, he holds 1,356,752 shares directly, a figure that includes multiple tranches of restricted stock units (RSUs) scheduled to vest between October 1, 2026 and June 1, 2028, and 119,775 shares indirectly through family trusts. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Exercise Price or Tax Liability: 13,323 shares

Exercise Price or Tax Liability 2 txns

Insider Barretto Ryan Paul

Role CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock F1, F2	13,323	$11.47	$153K
holding	Class A Common Stock F3	--	--	--

Holdings After Transaction: Class A Common Stock — 1,356,752 shares (Direct); Class A Common Stock — 119,775 shares (Indirect, See Footnote)

Footnotes (3)

1. F1. After giving effect to the transaction reported herein, the total reported in column 5 includes: (1) 15,000 reported restricted stock units ("RSUs") which vest in 2 equal quarterly installments beginning on December 1, 2026; (2) 7,518 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2026; (3) 26,078 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2026; (4) 50,063 reported RSUs which vest in 9 equal quarterly installments beginning on October 1, 2026; (5) 182,482 reported RSUs which will vest in 10 equal quarterly installments beginning on December 1, 2026; and (6) 546,448 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. F2. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
3. F3. 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.

Key Figures

Shares withheld or delivered for exercise price or tax liability: 13,323 shares Transaction price per share: $11.47 per share Direct holdings after transaction: 1,356,752 shares +4 more

7 metrics

Shares withheld or delivered for exercise price or tax liability 13,323 shares Class A Common Stock transaction dated September 1, 2026

Transaction price per share $11.47 per share Class A Common Stock used for payment of exercise price or tax liability

Direct holdings after transaction 1,356,752 shares Total direct Class A Common Stock, including RSUs, after September 1, 2026 transaction

Indirect holdings after transaction 119,775 shares Total indirect Class A Common Stock held through trusts

Shares in 2020 Gift Trust 60,000 shares Held by the Ryan Paul Barretto 2020 Gift Trust

Shares in Revocable Trust 59,775 shares Held by the Ryan Paul Barretto Revocable Trust

Largest single RSU grant included in holdings 546,448 RSUs One-third vesting on March 1, 2027; remaining vesting in eight quarterly installments from June 1, 2027

Key Terms

restricted stock units, contingent right, Class A Common Stock, indirect ownership

4 terms

restricted stock units financial

"includes: (1) 15,000 reported restricted stock units ("RSUs") which vest"

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.

contingent right financial

"Each RSU represents the contingent right to receive one share"

Class A Common Stock financial

"one share of Class A Common Stock of the Issuer and does not expire"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

indirect ownership financial

"represents: (i) 60,000 shares ... Gift Trust ... (ii) 59,775 shares"

FAQ

What insider transaction did SPT’s CEO Ryan Paul Barretto report?

He reported that 13,323 shares of Sprout Social Class A Common Stock were withheld or delivered on September 1, 2026 to pay the exercise price or tax liability, at a reported price of $11.47 per share.

How many Sprout Social (SPT) shares does the CEO hold directly after this Form 4?

After the reported transaction, Ryan Paul Barretto holds 1,356,752 shares directly, including several tranches of RSUs that vest in scheduled quarterly installments beginning in October and December 2026 and continuing into 2028.

What indirect holdings in SPT does the CEO report on this Form 4?

He reports 119,775 shares held indirectly. This consists of 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.

Were the SPT insider transactions made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as affirmative, and there is no indication in the footnotes that the September 1, 2026 transaction was executed pursuant to a Rule 10b5-1 trading plan.

What RSU awards for SPT are included in the CEO’s reported direct holdings?

The reported total includes RSUs of 15,000; 7,518; 26,078; 50,063; 182,482; and 546,448 units, each representing the right to receive one share of Class A Common Stock, vesting in various quarterly installments beginning between October 1, 2026 and June 1, 2027.

Do the RSUs reported by SPT’s CEO have an expiration date?

No. The filing states that each RSU represents the contingent right to receive one share of Class A Common Stock of Sprout Social and does not expire; instead, they vest on specified future quarterly dates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 05:24 PM Accepted by SEC EDGAR 09/03/2026 - 05:13 PM Learn about SEC filing dates

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).

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 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		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026

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	09/01/2026		F		13,323	D	$11.47	1,356,752(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 transaction reported herein, the total reported in column 5 includes: (1) 15,000 reported restricted stock units ("RSUs") which vest in 2 equal quarterly installments beginning on December 1, 2026; (2) 7,518 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2026; (3) 26,078 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2026; (4) 50,063 reported RSUs which vest in 9 equal quarterly installments beginning on October 1, 2026; (5) 182,482 reported RSUs which will vest in 10 equal quarterly installments beginning on December 1, 2026; and (6) 546,448 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	09/03/2026
	** 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)