Sprout Social (SPT) executive chair sells 40K shares under 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Sprout Social, Inc. Executive Chair and ten-percent owner Howard Justyn Russell reported a pre-planned set of transactions involving Class A and Class B common stock. Under a Rule 10b5-1 trading plan adopted on September 12, 2025, an entity associated with him sold 40,000 shares of Class A common stock at a weighted average price of $6.992 per share in open-market transactions.
These sales followed the conversion of 40,000 shares of Class B common stock into Class A common stock. After the transactions, the filing shows beneficial ownership of 7,417 shares of Class A common stock and an aggregate of 1,441,190 shares of Class B common stock across several trusts. Class B shares carry no economic rights but provide ten votes per share and are exchangeable one-for-one into Class A common stock without expiration.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 40,000 shares ($279,680)
Net Sell
4 txns
Insider
Howard Justyn Russell
Role
Executive Chair
Sold
40,000 shs ($280K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B Common Stock | 40,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 40,000 | $0.00 | -- |
| Sale | Class A Common Stock | 40,000 | $6.992 | $280K |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 1,441,190 shares (Indirect, See footnote);
Class A Common Stock — 47,417 shares (Indirect, See footnote);
Class B Common Stock — 518,874 shares (Direct, null)
Footnotes (1)
- The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 12, 2025. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock (ii) 686,190 shares of Class B common stock held by the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee; (iii) 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; (iv) 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 (v) 300,000 shares of Class B common stock held by the EEH Gift Trust, of which the Reporting Person serves as the sole trustee. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.780 to $7.175 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. 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
Shares sold: 40,000 shares
Weighted average sale price: $6.992 per share
Class A shares held: 7,417 shares
+4 more
7 metrics
Shares sold
40,000 shares
Class A common stock sold in open-market transactions on June 11, 2026
Weighted average sale price
$6.992 per share
Class A shares sold in multiple trades between $6.780 and $7.175
Class A shares held
7,417 shares
Class A common stock beneficially owned after reported transactions
Class B shares held
1,441,190 shares
Class B common stock held across several trusts after transactions
Converted shares
40,000 shares
Class B common stock converted into Class A common stock
10b5-1 plan adoption date
September 12, 2025
Date reporting person adopted the trading plan governing these sales
Voting rights per Class B share
10 votes per share
Class B shares have no economic rights but carry enhanced voting power
Key Terms
Rule 10b5-1, Class B Common Stock, weighted average price, derivative conversion, +1 more
5 terms
Rule 10b5-1 regulatory
"The transactions reported in this Form 4 occurred under a 10b5-1 plan"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Class B Common Stock financial
"Shares of Class B Common Stock have no economic rights and each share entitles its holder to 10 votes per share"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
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.
derivative conversion financial
"transaction_action": "derivative conversion""
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
FAQ
What insider transaction did Sprout Social (SPT) report for Howard Justyn Russell?
Howard Justyn Russell reported selling 40,000 shares of Sprout Social Class A common stock. The shares were sold in open-market transactions at a weighted average price of $6.992 per share, as part of a broader set of Form 4 transactions.
Was the Sprout Social (SPT) insider sale made under a Rule 10b5-1 plan?
Yes. The filing states the transactions occurred under a Rule 10b5-1 trading plan adopted on September 12, 2025. Such plans pre-schedule trades, making the timing more routine and less discretionary for the reporting person.