SPT Form 4: Justyn Howard sells 20,000 Class A shares under 10b5-1
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
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 20,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 20,000 | $0.00 | -- |
| Sale | Class A Common Stock | 20,000 | $11.81 | $236K |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (1)
- The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 10, 2024. 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. 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. 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.
