What happened in the SPT Class B share conversion?

The October 9, 2026 transaction converted 40,000 Class B shares into 40,000 Class A shares. Sprout Social's Class B shares have no economic rights, carry 10 votes per share, and are exchangeable by the holder one-for-one for Class A shares.

Sprout Social executive chair sells 40,000 shares

Q: How many SPT Class A shares were sold, and at what price?

The reported indirect, trust-held sale covered 40,000 Class A shares on October 9, 2026, at a weighted-average price of $11.015 per share. The shares were sold in multiple transactions at prices ranging from $10.915 to $11.33 per share, inclusive, under a Rule 10b5-1 plan adopted September 12, 2025. The ownership footnote names four trusts as holders.

Q: How many SPT Class B shares were held directly after the transactions?

A direct holding entry reports 518,874 Class B shares for Justyn Russell Howard, Executive Chair, on October 9, 2026. Class B shares are exchangeable one-for-one for Class A shares, and each Class B share carries 10 votes.

The Executive Chair's reported transactions occurred under a Rule 10b5-1 plan adopted on September 12, 2025.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Sprout Social, Inc. (SPT) Executive Chair Justyn Russell Howard reported an indirect, trust-held conversion on October 9, 2026: 40,000 Class B shares converted into 40,000 Class A shares, followed by the sale of 40,000 Class A shares at a weighted-average price of $11.015 per share. The transactions occurred under a Rule 10b5-1 plan adopted September 12, 2025. The ownership footnote lists the JRH Revocable Trust, EEH Revocable Trust, JRH Gift Trust and EEH Gift Trust as holders.

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 ($441K)

Approx. gross sale proceeds $441K

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	$11.015	$441K
holding	Class B Common Stock ^F4	--	--	--

Holdings After Transaction: Class B Common Stock — 1,281,190 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 526,190 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 $10.915 to $11.33 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 B shares converted: 40,000 shares Class A shares sold: 40,000 shares Weighted average price: $11.015 per share +3 more

6 metrics

Class B shares converted 40,000 shares Converted into Class A shares on October 9, 2026

Class A shares sold 40,000 shares Indirect sale on October 9, 2026

Weighted average price $11.015 per share Reported price for the Class A share sale

Sale price range From $10.915 to $11.33 per share Prices across multiple sale transactions, inclusive

Indirect Class B shares following transaction 1,281,190 shares Reported after the October 9, 2026 transaction

Direct Class B holding 518,874 shares Reported on October 9, 2026

Key Terms

10b5-1 plan, weighted average price, one-for-one basis

3 terms

10b5-1 plan regulatory

"occurred under a 10b5-1 plan adopted by the Reporting Person"

A 10b5-1 plan is a pre-arranged strategy that allows company insiders to buy or sell their shares at predetermined times and prices, even while they are aware of confidential information. It acts like a scheduled appointment for trading, helping ensure transactions happen transparently and legally, which can reassure investors that trades are not based on insider knowledge.

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.

one-for-one basis financial

"exchangeable by the holder on a one-for-one basis for Class A Common Stock"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many SPT Class A shares were sold, and at what price?

The reported indirect, trust-held sale covered 40,000 Class A shares on October 9, 2026, at a weighted-average price of $11.015 per share. The shares were sold in multiple transactions at prices ranging from $10.915 to $11.33 per share, inclusive, under a Rule 10b5-1 plan adopted September 12, 2025. The ownership footnote names four trusts as holders.

How many SPT Class B shares were held directly after the transactions?

A direct holding entry reports 518,874 Class B shares for Justyn Russell Howard, Executive Chair, on October 9, 2026. Class B shares are exchangeable one-for-one for Class A shares, and each Class B share carries 10 votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 10/13/2026 - 04:09 PM EDT Accepted by SEC EDGAR 10/13/2026 - 04:09 PM EDT

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).

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

ILLINOIS

60603

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/09/2026		C⁽¹⁾		40,000	A	$0	47,417	I	See footnote⁽²⁾
Class A Common Stock	10/09/2026		S⁽¹⁾		40,000	D	$11.015⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾	10/09/2026		C			40,000	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	40,000	$0	1,281,190	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 526,190 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 $10.915 to $11.33 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	10/13/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR