Sprout Social (NASDAQ: SPT) CFO sells 20,639 shares in planned trades

Rhea-AI Filing Summary

Sprout Social, Inc. CFO and Treasurer Joseph Del Preto reported open-market sales of 20,639 shares of Class A Common Stock. The trades occurred on March 3, 2026 and March 4, 2026 at prices of $6.761 and $6.80 per share.

Footnotes state the sales were made under Rule 10b5-1 arrangements, including an irrevocable election for the purpose of covering tax obligations upon settlement of restricted stock units. After these transactions, Del Preto reported ownership of 210,179 shares, including RSUs that vest in quarterly installments beginning on June 1, 2026.

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

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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^*

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)
03/03/2026

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	03/03/2026		S(1)		16,139	D	$6.761	214,679(2)	D
Class A Common Stock	03/04/2026		S(3)		4,500	D	$6.8	210,179(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 transactions reported herein, the total reported in column 5 includes: (1) 10,158 reported RSUs which vest in 4 equal quarterly installments beginning on June 1, 2026; (2) 27,562 reported RSUs which vest in 8 equal quarterly installments beginning on June 1, 2026; and (3) 88,960 reported RSUs which will vest 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 May 27, 2025.

Remarks:

	/s/ Heidi Jonas, Attorney-in-fact for Joseph Del Preto	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Sprout Social (SPT) report for Joseph Del Preto?

Sprout Social reported that CFO and Treasurer Joseph Del Preto sold 20,639 shares of Class A Common Stock in open-market transactions. These sales were executed under Rule 10b5-1 arrangements and are disclosed in a Form 4 insider trading report.

How many Sprout Social (SPT) shares did the CFO sell and at what prices?

Joseph Del Preto sold 16,139 shares on March 3, 2026 at $6.761 per share and 4,500 shares on March 4, 2026 at $6.80 per share. Both trades involved Sprout Social Class A Common Stock.

Why were Sprout Social (SPT) shares sold according to the Form 4 footnotes?

The footnotes state that certain shares were sold under an irrevocable election made in conformity with Rule 10b5-1 to cover tax obligations upon settlement of restricted stock units, indicating a tax-related motivation rather than a discretionary timing decision.

How many Sprout Social (SPT) shares and RSUs does the CFO hold after these sales?

After the reported transactions, Joseph Del Preto reported owning 210,179 shares of Class A Common Stock. That total includes RSUs scheduled to vest in multiple quarterly installments beginning on June 1, 2026, as described in the Form 4 footnotes.

What is the vesting schedule of Sprout Social (SPT) RSUs held by the CFO?

The filing notes 10,158 RSUs vesting in four equal quarterly installments, 27,562 RSUs in eight quarterly installments, and 88,960 RSUs in twelve quarterly installments, all beginning on June 1, 2026. Each RSU represents one Class A share upon vesting.

Were Sprout Social (SPT) CFO share sales under a 10b5-1 trading plan?

Yes. One footnote explains the transaction occurred under a Rule 10b5-1 plan adopted by the reporting person on May 27, 2025. Another notes an irrevocable election on November 21, 2024 related to covering tax obligations on RSU settlements.