Sprout Social chair sells 40K shares at $10.77
Executive Chair Howard Justyn Russell converted and sold 40,000 Sprout Social Class A shares under a Rule 10b5-1 plan while retaining over 1.3 million Class B shares via trusts.
Rhea-AI Filing Summary
Sprout Social, Inc. (SPT) insider Howard Justyn Russell, Executive Chair and ten percent owner, reported transactions on September 11, 2026 involving the company’s dual-class shares. Entities associated with him 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 at a weighted average price of $10.769 per share, in multiple trades between $10.495 and $10.875 per share. The filing states that these trades occurred under a Rule 10b5-1 trading plan adopted on September 12, 2025. After the reported transactions, associated trusts hold 7,417 Class A shares and an aggregate 1,321,190 Class B shares, and a separate direct position of 518,874 Class B shares remains outstanding, each Class B share being non-economic but carrying 10 votes and exchangeable one-for-one into Class A.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
4 txns
Insider
Howard Justyn Russell
Role
Executive Chair
Sold
40,000 shs ($431K)
Approx. gross sale proceeds
$431K
| 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 | $10.769 | $431K |
| holding | Class B Common Stock F4 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 1,321,190 contracts (Indirect, See footnote);
Class A Common Stock — 7,417 shares (Indirect, See footnote);
Class B Common Stock — 518,874 contracts (Direct)
Footnotes (4)
- F1. The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 12, 2025.
- F2. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 566,190 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
- F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.495 to $10.875 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.
- 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.
Key Figures
Class A shares sold: 40,000 shares
Weighted average sale price: $10.769 per share
Sale price range: $10.495–$10.875 per share
+5 more
8 metrics
Class A shares sold
40,000 shares
Class A Common Stock sold on September 11, 2026
Weighted average sale price
$10.769 per share
Sale of 40,000 Class A shares on September 11, 2026
Sale price range
$10.495–$10.875 per share
Multiple transactions for the 40,000 Class A shares
Class B converted to Class A
40,000 shares
Class B Common Stock exchanged one-for-one into Class A
Class A shares held by JRH Revocable Trust
7,417 shares
Post-transaction holdings in JRH Revocable Trust
Aggregate Class B trust holdings
1,321,190 shares
Post-transaction Class B shares across four related trusts
Direct Class B position
518,874 shares
Direct Class B Common Stock, exchangeable into Class A
Voting rights per Class B share
10 votes per share
Class B Common Stock voting rights, no economic rights
Key Terms
Rule 10b5-1 plan, Class B Common Stock, weighted average price, underlying security, +1 more
5 terms
Rule 10b5-1 plan regulatory
"The transactions reported in this Form 4 occurred under a 10b5-1 plan"
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"
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."
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.
underlying security financial
"underlyingSecurityTitle": "Class A Common Stock""
Revocable Trust financial
"shares of Class B common stock, held by the JRH Revocable Trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Sprout Social (SPT) report for Howard Justyn Russell?
Howard Justyn Russell reported converting 40,000 Class B shares into 40,000 Class A shares of Sprout Social on September 11, 2026, followed by the sale of those 40,000 Class A shares in market transactions.
Was the Sprout Social (SPT) insider sale made under a Rule 10b5-1 plan?
Yes. The filing states the transactions occurred under a Rule 10b5-1 trading plan adopted by Howard Justyn Russell on September 12, 2025, indicating the trades were pre-arranged under that plan.
What additional Class B position does Howard Justyn Russell report at Sprout Social (SPT)?
Beyond the trust holdings, the filing shows a direct position of 518,874 shares of Class B Common Stock, which is exchangeable into 518,874 shares of Class A Common Stock on a one-for-one basis.
AI-generated analysis. How Rhea-AI works. Not financial advice.
