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Sprout Social: Justyn Russell Howard sells 40,000 shares

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Form Type
4

Rhea-AI Filing Summary

Sprout Social, Inc. (SPT) Executive Chair Justyn Russell Howard reported indirect transactions on November 11, 2026: conversion of 40,000 Class B shares into 40,000 Class A shares and sale of 40,000 Class A shares at a weighted average $11.31 per share. The transactions were under a Rule 10b5-1 plan adopted September 12, 2025. Sale prices ranged from $11.115 to $11.50 per share. The ownership footnote lists 7,417 Class A and 486,190 Class B shares held by the JRH Revocable Trust.

Insider Howard Justyn Russell
Role Executive Chair
Sold 40,000 shs ($452K)
Approx. gross sale proceeds $452K
Type Security Shares Price Value
Conversion Class B Common Stock F4, F2 40,000 $0.00 $0.00
Conversion Class A Common Stock F1, F2 40,000 $0.00 $0.00
Sale Class A Common Stock F1, F3, F2 40,000 $11.31 $452K
Holding Class B Common Stock F4 -- -- --
Holdings After Transaction: Class B Common Stock — 1,241,190 shares (Indirect, See footnote); Class A Common Stock — 7,417 shares (Indirect, See footnote); Class B Common Stock — 518,874 shares (Direct)
Footnotes (4)
  1. F1. The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 12, 2025.
  2. F2. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 486,190 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
  3. F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.115 to $11.50 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.
  4. F4. 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.
Class B shares converted 40,000 shares Converted into Class A shares on November 11, 2026
Class A shares acquired on conversion 40,000 shares Conversion reported on November 11, 2026
Class A shares sold 40,000 shares Indirect sale reported on November 11, 2026
Weighted average sale price $11.31 per share Class A shares sold on November 11, 2026
Sale price range $11.115–$11.50 per share Multiple sale transactions on November 11, 2026
Direct Class B shares listed 518,874 shares Holding reported on November 11, 2026
JRH Revocable Trust Class A shares 7,417 shares Trust holding after the reported transactions
JRH Revocable Trust Class B shares 486,190 shares Trust holding after the reported transactions
Rule 10b5-1 plan regulatory
"under a 10b5-1 plan adopted by the Reporting Person"
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.
weighted average price financial
"The reported price in Column 4 is a weighted average price"
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.
exchangeable by the holder on a one-for-one basis technical
"Each share of Class B Common Stock is exchangeable by the holder on a one-for-one basis"
no economic rights financial
"Shares of Class B Common Stock have no economic rights"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many SPT shares did Executive Chair Justyn Russell Howard sell?

Executive Chair Justyn Russell Howard's Form 4 reports an indirect sale of 40,000 Class A shares on November 11, 2026, at a weighted average price of $11.31 per share. The shares were sold in multiple transactions at prices from $11.115 to $11.50 per share, inclusive.

What happened to 40,000 SPT Class B shares?

The Form 4 reports conversion of 40,000 Class B shares into 40,000 Class A shares on November 11, 2026. Class B shares are exchangeable one-for-one for Class A shares, carry 10 votes per share, and have no economic rights.

How many SPT Class B shares were listed as directly held?

The Form 4 lists a direct holding of 518,874 Class B shares on November 11, 2026. Each Class B share is exchangeable one-for-one for Class A, has 10 votes per share, and has no economic rights.

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

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SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chair
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock11/11/2026C(1)40,000A$047,417ISee footnote(2)
Class A Common Stock11/11/2026S(1)40,000D$11.31(3)7,417ISee footnote(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(4)11/11/2026C40,000 (4) (4)Class A Common Stock40,000$01,241,190ISee footnote(2)
Class B Common Stock(4) (4) (4)Class A Common Stock518,874518,874D
Explanation of Responses:
1. The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 12, 2025.
2. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 486,190 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
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.115 to $11.50 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.
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. Howard11/12/2026
** Signature of Reporting PersonDate
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)

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