[Form 4] Sprout Social, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sprout Social CFO Joseph Del Preto reported the sale of 1,500 shares of Class A common stock on 10/07/2025 under a pre-existing 10b5-1 plan. The reported weighted-average sale price was $11.815 per share, with individual trade prices ranging from $11.68 to $12.01. After the sale, the reporting person beneficially owns 240,368 shares, held directly, which include multiple tranches of restricted stock units (RSUs) with scheduled vesting beginning 12/01/2025 and a separate tranche with 25% vesting on 03/01/2026, then quarterly thereafter. The filing was signed by an attorney-in-fact on 10/08/2025. No derivative transactions were reported.

Positive

• Sale executed under a 10b5-1 plan, indicating a pre-scheduled trade and reducing timing concerns
• Full disclosure of price range ($11.68–$12.01) and weighted-average price ($11.815)

Negative

• Large unvested RSU balance (240,368 shares total), which creates potential future selling pressure as tranches vest
• Immediate liquidity event by an executive, which may be viewed negatively by some investors despite plan protections

Insights

Insider Transactions Analyst

CFO executed a routine 10b5-1 sale of 1,500 shares at about $11.82.

The sale occurred under a 10b5-1 plan adopted on 08/20/2024, which provides an affirmative defense for scheduled insider trades and reduces the likelihood the trades were timed to undisclosed news. The reported weighted-average price was $11.815, with execution prices from $11.68 to $12.01.

The reporting person still holds 240,368 shares including RSUs that vest across multiple quarterly tranches beginning 12/01/2025 and a tranche with 25% vesting on 03/01/2026. Monitor upcoming vesting dates for potential future insider sales tied to vesting schedules within the next 12 months.

Compensation & Governance Specialist

Significant portion of holdings are unvested RSUs with staggered schedules.

Of the 240,368 shares reported, multiple RSU tranches are detailed: sets vesting in 2, 6, 10, and a larger tranche with an initial 25% vest on 03/01/2026 followed by quarterly vesting. These vesting schedules affect when additional shares may become transferable and potentially sold.

For governance review, note the clear disclosure of the 10b5-1 plan adoption date (08/20/2024) and the attorney-in-fact signature on 10/08/2025; these are concrete items to reference when assessing insider sale policies and future dilution timing over the next year.

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).

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^*

Del Preto Joseph

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

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	10/07/2025		S(1)		1,500	D	$11.815(2)	240,368(3)	D

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. This transaction occurred under a 10b5-1 plan adopted by the Reporting Person on August 20, 2024.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.68 to $12.01 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.

3. The total reported in column 5 includes: (1) 4,383 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2025; (2) 15,237 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2025; (3) 34,452 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2025; and (4) 118,613 reported RSUs of which 25% will vest on March 1, 2026 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2026. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

Remarks:

	/s/ Heidi Jonas, Attorney-in-fact for Joseph Del Preto	10/08/2025
	** 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.

FAQ

What did Sprout Social (SPT) CFO Joseph Del Preto sell on 10/07/2025?

He sold 1,500 shares of Class A common stock at a weighted-average price of $11.815 per share, with trades ranging from $11.68 to $12.01.

Was the sale by the SPT CFO part of a 10b5-1 plan?

Yes. The transactions occurred under a 10b5-1 plan adopted on 08/20/2024, which is disclosed in the filing.

How many SPT shares does the reporting person own after the sale?

The filing reports beneficial ownership of 240,368 shares following the reported transaction; these are held directly.

Are there unvested RSUs included in the SPT holdings?

Yes. The total includes several RSU tranches that vest in installments beginning on 12/01/2025 and a tranche with 25% vesting on 03/01/2026 followed by quarterly vesting.

Were any options or derivative securities reported in this Form 4 for SPT?

No derivative securities or option transactions were reported in Table II of the filing.