Sprout Social (SPT) chair sells 40K shares after Class B conversion

Rhea-AI Filing Summary

Sprout Social Executive Chair Howard Justyn Russell, a 10% owner, converted 40,000 shares of Class B common stock into 40,000 shares of Class A common stock and then sold those 40,000 Class A shares in the open market at a weighted average price of $5.958 per share. The sale occurred in multiple trades between $5.80 and $6.16 per share and was made under a Rule 10b5-1 trading plan adopted on September 12, 2025.

After these transactions, the JRH Revocable Trust, for which Russell is sole trustee, holds 7,417 shares of Class A and 806,190 shares of Class B. Additional Class B shares are held by three related trusts in amounts of 170,000, 285,000, and 300,000 shares. Russell also has a direct position in Class B common stock that is exchangeable one-for-one into 518,874 shares of Class A. Each Class B share carries 10 votes but no economic rights and can be exchanged for Class A at any time.

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)
03/11/2026

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	03/11/2026		C(1)		40,000	A	$0	47,417	I	See footnote(2)
Class A Common Stock	03/11/2026		S(1)		40,000	D	$5.958(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)	03/11/2026		C			40,000	(4)	(4)	Class A Common Stock	40,000	$0	1,561,190	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 806,190 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 $5.80 to $6.16 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	03/12/2026
	** 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 did Sprout Social (SPT) Executive Chair Howard Justyn Russell report in this Form 4?

Howard Justyn Russell reported a planned sale of 40,000 Class A shares. He first converted 40,000 Class B shares into Class A, then sold all 40,000 Class A shares at a weighted average price of $5.958 per share in open-market transactions.

At what prices were the Sprout Social (SPT) shares sold in Russell’s latest Form 4?

The 40,000 Sprout Social Class A shares were sold between $5.80 and $6.16. The reported weighted average sale price was $5.958 per share, with the trades executed in multiple transactions across that disclosed price range.

Was Howard Justyn Russell’s Sprout Social (SPT) share sale under a 10b5-1 trading plan?

Yes, the reported transactions occurred under a Rule 10b5-1 trading plan. The plan was adopted on September 12, 2025, meaning the conversion and subsequent sale of 40,000 Class A shares were pre-arranged rather than opportunistic market trades.

How many Sprout Social (SPT) shares does Howard Justyn Russell hold through the JRH Revocable Trust after this Form 4?

After the transactions, the JRH Revocable Trust holds 7,417 Class A shares and 806,190 Class B shares. Russell serves as sole trustee of this trust, which represents a significant portion of his indirect ownership position in Sprout Social.

What other Sprout Social (SPT) trust holdings are disclosed for Howard Justyn Russell?

Three additional trusts collectively hold 755,000 Class B shares. The EEH Revocable Trust holds 170,000 shares, the JRH Gift Trust holds 285,000 shares, and the EEH Gift Trust holds 300,000 shares, with trustee roles split between Russell and his spouse.

What special rights do Sprout Social (SPT) Class B shares held by Howard Justyn Russell carry?

Each Class B share has no economic rights but carries 10 votes and is exchangeable one-for-one into Class A. These shares do not expire and can be exchanged for Class A common stock at any time, reinforcing Russell’s voting control.

What direct derivative position in Sprout Social (SPT) does Howard Justyn Russell retain?

Russell retains a direct Class B position exchangeable into 518,874 Class A shares. This Class B common stock has a stated exercise price of $0.0000 per share and remains outstanding after the reported conversion and sale transactions.