[Form 4] Sprout Social, Inc Insider Trading Activity

Rhea-AI Filing Summary

What happened: An insider reported selling 20,000 Class A shares at a weighted average price of $16.378. The sale was executed under a pre-established 10b5-1 trading plan.

Why it matters: After the reported transactions the reporting person still beneficially controls a large voting stake—1,781,190 Class B shares held across trusts plus 7,417 Class A shares. The filing also discloses 307,088 RSUs that convert to Class A shares on specified vesting schedules.

Investor takeaway: The insider sale is small relative to the substantial voting position and was done under a trading plan, while the RSUs represent potential future share issuance.

Positive

• Sale executed under a 10b5-1 plan, indicating the trade was pre-planned
• Reporting person retains substantial voting control via 1,781,190 Class B shares held across trusts
• 307,088 RSUs disclosed with defined vesting schedules, providing transparency on future share issuance timing

Negative

• Insider sold 20,000 Class A shares at a weighted average price of $16.378, which may be viewed negatively by some investors
• 307,088 RSUs represent potential future dilution when they vest and convert to Class A shares

Insights

Financial Analyst

TL;DR: Insider sale modest versus ownership; RSUs add potential dilution but transaction followed a 10b5-1 plan.

The filing shows a 20,000-share sale of Class A stock at a weighted average of $16.378. Crucially, the reporting person continues to beneficially control 1,781,190 Class B shares via trusts plus 7,417 Class A shares. The statement also reports 307,088 RSUs with explicit vesting schedules, representing contingent future issuance of Class A shares. From a capital-markets perspective the sale itself is immaterial versus existing voting control, but the RSUs represent measurable potential dilution to equity holders as they vest.

Corporate Governance Expert

TL;DR: Control remains highly concentrated through Class B shares with 10 votes each; that preserves insider voting power.

The filing confirms that Class B shares carry 10 votes per share and are exchangeable one-for-one into Class A shares. The reporting person and related trusts collectively hold 1,781,190 Class B shares, preserving concentrated voting control. This concentration is a governance feature investors should note because it maintains decision-making influence irrespective of modest open-market sales disclosed in this Form 4.

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

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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^*

Howard Justyn Russell

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2025

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	08/05/2025		C		20,000	A	$0	27,417	I	See footnote(1)
Class A Common Stock	08/05/2025		S		20,000	D	$16.378(2)	7,417	I	See footnote(1)
Class A Common Stock								307,088(3)	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
Class B Common Stock	(4)	08/05/2025		C			20,000	(4)	(4)	Class A Common Stock	20,000	$0	1,781,190	I	See footnote(1)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	518,874		518,874	D

Explanation of Responses:

1. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,026,190 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.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.19 to $16.64 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.

3. The total reported in column 5 includes: (1) 18,462 reported RSUs which vest in 3 equal quarterly installments beginning on September 1, 2025; (2) 49,774 reported RSUs of which vest in 7 equal quarterly installments beginning on September 1, 2025; (3) 81,623 reported RSUs which vest in 11 equal quarterly installments beginning on September 1, 2025; and (4) 109,489 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.

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:

The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 10, 2024.

	/s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard	08/06/2025
	** 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.
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FAQ

What did the Sprout Social (SPT) insider do?

The reporting person sold 20,000 Class A shares at a weighted average price of $16.378 and reported related conversions and holdings.

Was the sale part of a trading plan?

Yes. The filing states the transactions occurred under a 10b5-1 trading plan adopted by the reporting person.

How many shares does the reporting person control after the transactions?

After the transactions the reporting person and related trusts beneficially hold 1,781,190 Class B shares and 7,417 Class A shares.

What RSUs or derivative holdings were disclosed for SPT?

The filing reports a total of 307,088 RSUs that convert to Class A shares, with specific vesting schedules (components of 18,462, 49,774, 81,623, and 109,489 RSUs and the stated vesting timetables).

Who filed the Form 4 and what is their relationship to the company?

The Form reports activity for the reporting person identified in the filing (filed by an attorney-in-fact). The individual is listed as Executive Chair, a Director, and a 10% owner in the form's relationship section.

Do Class B shares have special rights?

Yes. The filing states Class B shares have no economic rights, carry 10 votes per share, and are exchangeable one-for-one for Class A shares.