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

Rhea-AI Filing Summary

Executive Chair and 10% owner Justyn R. Howard reported insider transactions on 10/07/2025 executed under a 10b5-1 plan adopted on 09/10/2024. The filing shows a disposition of 20,000 shares of Class A common stock sold at a weighted average price of $11.81, and a contemporaneous conversion/acquisition entry for 20,000 Class B shares treated as convertible to Class A. After the transactions, the reporting person directly or indirectly holds 7,417 Class A shares and an aggregate of 1,741,190 Class A-equivalent shares when including Class B holdings held across several revocable and gift trusts where the reporting person or spouse serves as trustee. Class B shares carry 10 votes each and are exchangeable one-for-one into Class A shares.

Positive

• Sale executed under a 10b5-1 plan adopted on 09/10/2024>, indicating prearranged trading
• Reporting person retains effective control through Class B holdings convertible to Class A totaling 1,741,190 shares on an equivalent basis

Negative

• Reduction of Class A holdings by 20,000 shares, leaving 7,417 Class A shares beneficially owned directly/indirectly
• Insider sale at a modest price with weighted average proceeds of $11.81 per share

Insights

Corporate Governance Analyst

TL;DR: Insider sold shares under a pre-existing 10b5-1 plan and retains concentrated voting control via Class B holdings.

The sale of 20,000 Class A shares at a weighted average of $11.81 was executed under a plan adopted on 09/10/2024, which provides an affirmative defense to claims of opportunistic timing. The filing also records an exchangeable position of 986,190 Class B shares held by a trust associated with the reporting person and additional Class B holdings across related trusts, totaling 1,741,190 Class A-equivalent shares when converted.

Concentrated Class B ownership with 10 votes per share sustains control despite the Class A sale. Monitor any future Form 4s for additional planned sales and any disclosures that would change the trust holdings or voting structure in the near term.

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
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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)
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		C(1)		20,000	A	$0	27,417	I	See footnote(2)
Class A Common Stock	10/07/2025		S(1)		20,000	D	$11.81(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)	10/07/2025		C			20,000	(4)	(4)	Class A Common Stock	20,000	$0	1,741,190	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 10, 2024.

2. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 986,190 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 $11.64 to $12.23 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	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) insider Justyn R. Howard do on 10/07/2025?

The reporting person sold 20,000 Class A shares on 10/07/2025 at a weighted average price of $11.81 under a 10b5-1 trading plan.

How many Sprout Social shares does the reporting person control after the transaction?

After the transactions the reporting person directly/indirectly held 7,417 Class A shares and an aggregate equivalent of 1,741,190 Class A shares when including Class B holdings across related trusts.

Was the sale pre-authorized or ad hoc?

The sale was executed under a pre-existing 10b5-1 plan adopted on 09/10/2024, which is intended to provide an affirmative defense to insider trading claims.

What voting power do the Class B shares carry?

Each Class B share carries 10 votes and is exchangeable one-for-one into Class A shares, preserving concentrated voting control.

Are the reported sale prices a single trade or a weighted average?

The reported price of $11.81 is a weighted average; actual sale prices ranged from $11.64 to $12.23 per share.