Sprout Social (SPT) CEO uses 13,323 shares for tax withholding, retains over 1.3M

Rhea-AI Filing Summary

Sprout Social, Inc. director and CEO Ryan Paul Barretto reported a routine equity-related tax event. On June 1, 2026, 13,323 shares of Class A Common Stock were withheld at $8.29 per share to satisfy tax obligations, categorized as a tax-withholding disposition rather than an open-market sale. Following this, he directly holds 1,369,850 Class A shares and indirectly holds 119,775 shares through family trusts. Footnotes explain that his reported holdings also include multiple restricted stock unit awards scheduled to vest in quarterly installments beginning on July 1, 2026, September 1, 2026, March 1, 2027 and June 1, 2027, with each RSU representing one share of Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Barretto Ryan Paul

Role CEO

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	13,323	$8.29	$110K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,369,850 shares (Direct, null); Class A Common Stock — 119,775 shares (Indirect, See Footnote)

Footnotes (1)

1. After giving effect to the transaction reported herein, the total reported in column 5 includes: (1) 22,500 reported restricted stock units ("RSUs") which vest in 3 equal quarterly installments beginning on September 1, 2026; (2) 11,276 reported RSUs which vest in 3 equal quarterly installments beginning on September 1, 2026; (3) 30,424 reported RSUs which vest in 7 equal quarterly installments beginning on September 1, 2026; (4) 55,626 reported RSUs which vest in 10 equal quarterly installments beginning on July 1, 2026; (5) 200,730 reported RSUs which will vest in 11 equal quarterly installments beginning on September 1, 2026; and (6) 546,448 RSUs of which 1/3 will vest on March 1, 2027 with the remaining RSUs vesting in 8 equal quarterly installments beginning on June 1, 2027. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire. This amount represents: (i) 60,000 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto 2020 Gift Trust, of which Mr. Barretto's spouse is the sole trustee; and (ii) 59,775 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee.

Key Figures

Tax-withholding shares: 13,323 shares Tax-withholding price: $8.29 per share Direct holdings after transaction: 1,369,850 shares +4 more

7 metrics

Tax-withholding shares 13,323 shares Class A Common Stock delivered for tax obligations on June 1, 2026

Tax-withholding price $8.29 per share Value used for the 13,323 Class A shares delivered for taxes

Direct holdings after transaction 1,369,850 shares Class A Common Stock directly held by CEO after June 1, 2026 event

Indirect holdings after transaction 119,775 shares Class A shares held via 2020 Gift Trust and Revocable Trust

RSU grant 1 22,500 RSUs Vests in 3 equal quarterly installments beginning September 1, 2026

RSU grant 2 55,626 RSUs Vests in 10 equal quarterly installments beginning July 1, 2026

Largest RSU grant 546,448 RSUs One-third vests March 1, 2027, remainder in 8 quarterly installments from June 1, 2027

Key Terms

restricted stock units ("RSUs"), tax-withholding disposition, Class A Common Stock, Gift Trust, +1 more

5 terms

restricted stock units ("RSUs") financial

"After giving effect to the transaction reported herein, the total reported in column 5 includes: (1) 22,500 reported restricted stock units ("RSUs") which vest..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition", "transaction_code_description": "Payment of exercise price or tax liability by delivering securities""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common Stock financial

"Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Gift Trust financial

"60,000 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto 2020 Gift Trust, of which Mr. Barretto's spouse is the sole trustee"

Revocable Trust financial

"59,775 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee."

A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Barretto Ryan Paul

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/01/2026		F		13,323	D	$8.29	1,369,850(1)(2)	D
Class A Common Stock								119,775	I	See Footnote(3)

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. After giving effect to the transaction reported herein, the total reported in column 5 includes: (1) 22,500 reported restricted stock units ("RSUs") which vest in 3 equal quarterly installments beginning on September 1, 2026; (2) 11,276 reported RSUs which vest in 3 equal quarterly installments beginning on September 1, 2026; (3) 30,424 reported RSUs which vest in 7 equal quarterly installments beginning on September 1, 2026; (4) 55,626 reported RSUs which vest in 10 equal quarterly installments beginning on July 1, 2026; (5) 200,730 reported RSUs which will vest in 11 equal quarterly installments beginning on September 1, 2026; and (6) 546,448 RSUs of which 1/3 will vest on March 1, 2027 with the remaining RSUs vesting in 8 equal quarterly installments beginning on June 1, 2027.

2. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

3. This amount represents: (i) 60,000 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto 2020 Gift Trust, of which Mr. Barretto's spouse is the sole trustee; and (ii) 59,775 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust, of which Mr. Barretto serves as the sole trustee.

Remarks:

	/s/ Heidi Jonas, Attorney-in-fact for Ryan Paul Barretto	06/03/2026
	** 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)

FAQ

What insider transaction did Sprout Social (SPT) report for Ryan Paul Barretto?

Sprout Social CEO Ryan Paul Barretto reported a tax-withholding disposition of 13,323 Class A shares at $8.29 per share. The shares were withheld to cover tax obligations tied to equity compensation, not sold in the open market.

How many Sprout Social (SPT) shares does the CEO hold after this Form 4?

After this transaction, Ryan Paul Barretto directly holds 1,369,850 Class A shares. He also indirectly holds 119,775 shares through family trusts, reflecting a substantial ongoing ownership stake in Sprout Social following the tax-withholding event.

Was the Sprout Social (SPT) CEO’s Form 4 a stock sale or tax withholding?

The Form 4 reports a tax-withholding disposition, not an open-market sale. 13,323 Class A shares were delivered at $8.29 per share to satisfy tax liabilities associated with equity compensation rather than discretionary selling activity.

What indirect Sprout Social (SPT) holdings are reported for the CEO?

Indirect holdings total 119,775 Class A shares. These include 60,000 shares held by the Ryan Paul Barretto 2020 Gift Trust, where his spouse is sole trustee, and 59,775 shares held by the Ryan Paul Barretto Revocable Trust, where he serves as sole trustee.

What RSU awards are included in the Sprout Social (SPT) CEO’s reported holdings?

Reported holdings include several RSU grants: 22,500, 11,276, 30,424, 55,626, 200,730, and 546,448 RSUs. These vest in scheduled quarterly installments beginning July 1, 2026, September 1, 2026, March 1, 2027, and June 1, 2027, each converting into one Class A share.

Do the RSUs reported by the Sprout Social (SPT) CEO expire?

Each RSU represents the contingent right to receive one Sprout Social Class A share and does not expire. The RSUs convert into shares as they vest on specified quarterly schedules beginning in 2026 and 2027, subject to their vesting conditions.