Sprout Social (SPT) chair sells 40K Class A shares under 10b5-1

Rhea-AI Filing Summary

Sprout Social Executive Chair and 10% owner Justyn Howard, through family trusts, converted 40,000 shares of Class B common stock into 40,000 shares of Class A common stock at $0 per share, then sold 40,000 Class A shares on February 11, 2026 at a weighted average price of $7.367 per share under a Rule 10b5-1 plan adopted on September 12, 2025. The sales occurred in multiple trades between $7.165 and $7.82 per share. After these transactions, the trusts associated with Howard hold 7,417 Class A shares and 1,601,190 Class B shares, and he also directly holds 518,874 Class B shares. Each Class B share carries 10 votes and is exchangeable one-for-one into Class A with no expiration.

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).

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		C(1)		40,000	A	$0	47,417	I	See footnote(2)
Class A Common Stock	02/11/2026		S(1)		40,000	D	$7.367(3)	7,417	I	See 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(4)	02/11/2026		C			40,000	(4)	(4)	Class A Common Stock	40,000	$0	1,601,190	I	See footnote(2)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	518,874		518,874	D

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 846,190 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 $7.165 to $7.82 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. Howard	02/12/2026
	** 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.
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FAQ

What insider transactions did Sprout Social (SPT) report for February 11, 2026?

The filing reports family trusts associated with Executive Chair Justyn Howard converting 40,000 Class B shares into 40,000 Class A shares at $0 and then selling all 40,000 Class A shares at a weighted average price of $7.367 per share.

Were the Sprout Social (SPT) insider share sales made under a 10b5-1 trading plan?

Yes. The filing states the reported transactions occurred under a Rule 10b5-1 plan adopted by the reporting person on September 12, 2025. Such plans pre-schedule trades, allowing insiders to sell shares according to a predetermined trading program.

How many Sprout Social (SPT) shares does Justyn Howard beneficially own after these transactions?

After the reported trades, trusts associated with Justyn Howard hold 7,417 shares of Class A common stock and 1,601,190 shares of Class B common stock. In addition, he directly owns 518,874 shares of Class B common stock, according to the filing’s ownership tables and footnotes.

What is the difference between Sprout Social (SPT) Class A and Class B shares in this filing?

The filing notes that Class B shares have no economic rights but carry 10 votes per share. Each Class B share is exchangeable at any time, on a one-for-one basis, into a share of Class A common stock and does not expire.

At what prices were the 40,000 Sprout Social (SPT) Class A shares sold?

The 40,000 Class A shares were sold at a weighted average price of $7.367 per share. The filing explains the individual sales took place in multiple transactions at prices ranging from $7.165 to $7.82 per share, inclusive.

Which entities hold the Sprout Social (SPT) shares reported as indirectly owned by Justyn Howard?

The filing attributes indirect holdings to the JRH Revocable Trust, EEH Revocable Trust, JRH Gift Trust, and EEH Gift Trust. These trusts collectively hold 7,417 Class A shares and 1,601,190 Class B shares, with trustee roles split between Howard and his spouse.