Sprout Social Insider Sells Shares to Cover RSU Taxes; Detailed Vesting Disclosed

Rhea-AI Filing Summary

Joseph Del Preto, Chief Financial Officer and Treasurer of Sprout Social, Inc. (SPT), reported sales of Class A common stock on 09/03/2025 executed under Rule 10b5-1 plans. He sold 3,644 shares at a weighted-average price of $15.163 and 1,500 shares at a weighted-average price of $15.185, with individual sales ranging from $15.05 to $15.45 per share. After these dispositions, he beneficially owns 241,868 shares. The filing explains the sales were made to cover tax obligations tied to restricted stock units (RSUs) and discloses detailed RSU vesting schedules totaling reported RSUs that will vest beginning December 1, 2025 through quarterly installments.

Positive

• Sales were executed under Rule 10b5-1 plans, indicating pre-planned, compliance-oriented dispositions.
• Filing discloses detailed RSU vesting schedules, improving transparency about future share issuance and executive compensation timing.
• Reporting person retains substantial holdings with 241,868 shares beneficially owned after the transactions.

Negative

• Insider sold 5,144 shares, reducing direct ownership and realizing proceeds at prices between $15.05 and $15.45 per share.
• Future dilution potential from RSU vesting as multiple RSU tranches totaling reported amounts will vest beginning December 1, 2025.

Insights

Financial Analyst

TL;DR Insider sales were pre-planned under 10b5-1 to cover RSU tax obligations; ownership remains significant.

The transactions are routine dispositions executed under established 10b5-1 plans and an irrevocable election to satisfy tax liabilities on RSU settlement. The CFO sold a total of 5,144 shares across multiple trades at a weighted-average price near $15.17. Post-transaction beneficial ownership of 241,868 shares continues to reflect meaningful alignment with shareholders, while disclosed RSU vesting schedules indicate future potential share issuance as compensation vests.

Corporate Governance Expert

TL;DR Filing shows disclosure compliance and use of Rule 10b5-1 plans to manage insider obligations.

The Form 4 clearly documents compliance with Section 16 reporting and notes the use of 10b5-1 trading plans adopted August 20, 2024, plus an irrevocable election from November 21, 2024. The explanation provides transparent RSU vesting details and an offer to supply audit-level sale pricing. This level of disclosure aligns with good insider-trading governance practices for executive compensation-related sales.

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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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)
09/03/2025

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	09/03/2025		S(1)		3,644	D	$15.163	243,368(2)	D
Class A Common Stock	09/03/2025		S(3)		1,500	D	$15.185(4)	241,868(2)	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. Shares sold pursuant to an irrevocable election made on November 21, 2024, in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs").

2. After giving effect to the transaction reported herein, 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.

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

4. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.05 to $15.45 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.

Remarks:

	/s/ Heidi Jonas, Attorney-in-fact for Joseph Del Preto	09/04/2025
	** 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 Joseph Del Preto sell on 09/03/2025?

He sold a total of 5,144 shares of Class A common stock (3,644 and 1,500 share transactions) under 10b5-1 plans.

At what prices were the SPT shares sold by the CFO?

Weighted-average prices were $15.163 and $15.185; individual sale prices ranged from $15.05 to $15.45 per share.

Why were the SPT shares sold by the reporting person?

The sales were made to cover tax obligations upon settlement of restricted stock units, per an irrevocable election.

How many SPT shares does Joseph Del Preto beneficially own after the reported transactions?

241,868 shares of Class A common stock are reported as beneficially owned following the transactions.

Does the Form 4 disclose future RSU vesting for SPT?

Yes; it details multiple RSU tranches with vesting starting December 1, 2025 and the largest tranche with 25% vesting March 1, 2026 followed by quarterly installments.