Sprout Social (SPT) executive chair sells 40,000 shares after Class B conversion
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Sprout Social, Inc. Executive Chair Howard Justyn Russell reported an exercise-and-sell transaction via trusts tied to his holdings in the company. On April 10, 2026, an entity associated with him converted 40,000 shares of Class B Common Stock into 40,000 shares of Class A Common Stock, then sold those 40,000 Class A shares in open-market transactions at a weighted average price of $5.033 per share, under a Rule 10b5-1 trading plan adopted on September 12, 2025. After these transactions, the JRH Revocable Trust holds 7,417 shares of Class A common stock and 766,190 shares of Class B common stock, and additional Class B shares are held by related revocable and gift trusts. Russell also directly holds Class B shares convertible on a one-for-one basis into 518,874 shares of Class A common stock, indicating a substantial remaining equity position.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 40,000 shares ($201,320)
Net Sell
4 txns
Insider
Howard Justyn Russell
Role
Executive Chair
Sold
40,000 shs ($201K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 40,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 40,000 | $0.00 | -- |
| Sale | Class A Common Stock | 40,000 | $5.033 | $201K |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 1,521,190 shares (Indirect, See footnote);
Class A Common Stock — 47,417 shares (Indirect, See footnote);
Class B Common Stock — 518,874 shares (Direct)
Footnotes (1)
- The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 12, 2025. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 766,190 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. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.935 to $5.355 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. 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 converted: 40,000 shares
Shares sold: 40,000 shares
Weighted average sale price: $5.033 per share
+4 more
7 metrics
Shares converted
40,000 shares
Class B Common Stock converted into Class A on April 10, 2026
Shares sold
40,000 shares
Class A Common Stock sold in open-market transactions
Weighted average sale price
$5.033 per share
Class A Common Stock sale price, with trades from $4.935 to $5.355
Post-sale Class A holding (JRH Revocable Trust)
7,417 shares
Class A common stock held by JRH Revocable Trust after transactions
Post-transaction direct Class B underlying
518,874 shares
Class B directly held, exchangeable into 518,874 Class A shares
Post-transaction Class B (JRH Revocable Trust)
766,190 shares
Class B common stock held by JRH Revocable Trust after transactions
Exercise/Conversion price
$0.0000 per share
Conversion of Class B Common Stock into Class A Common Stock
Key Terms
Rule 10b5-1 plan, Class B Common Stock, weighted average price, open-market sale, +1 more
5 terms
Rule 10b5-1 plan financial
"The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
Class B Common Stock financial
"Shares of Class B Common Stock have no economic rights and each share entitles"
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.
weighted average price financial
"The reported price in Column 4 is a weighted average price. These shares were sold"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
open-market sale financial
"transaction_code_description: Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
derivative conversion financial
"transaction_action: derivative conversion for the Class B to Class A transaction"
FAQ
What insider transaction did Sprout Social (SPT) report for Howard Justyn Russell?
Howard Justyn Russell reported a pre-planned exercise-and-sell transaction. A trust associated with him converted 40,000 Class B shares into 40,000 Class A shares and sold those Class A shares in open-market trades on April 10, 2026 under a Rule 10b5-1 plan.
Were the Sprout Social (SPT) insider sales made under a Rule 10b5-1 plan?
Yes. The filing states the transactions occurred under a Rule 10b5-1 plan. The plan was adopted by the reporting person on September 12, 2025, indicating the April 10, 2026 trades were pre-arranged rather than opportunistic, which can reduce the signaling value of the timing.
What are Howard Justyn Russell’s remaining Sprout Social (SPT) holdings after this Form 4?
Russell retains a significant multi-class position after the sale. The JRH Revocable Trust holds 7,417 Class A shares and 766,190 Class B shares, with additional Class B shares in related trusts. He also directly holds Class B shares convertible into 518,874 Class A shares.