Sprout Social (SPT) CEO reports small tax-withholding share disposition, retains large stake

Rhea-AI Filing Summary

Sprout Social, Inc. director and CEO Ryan Paul Barretto reported a routine tax-withholding disposition of 2,189 shares of Class A Common Stock on April 1, 2026 at $5.60 per share. This was classified as payment of a tax liability by delivering shares, not an open-market sale.

After this entry, he directly holds 1,383,173 shares of Class A Common Stock. In addition, he has 119,775 shares held indirectly through the Ryan Paul Barretto 2020 Gift Trust and the Ryan Paul Barretto Revocable Trust, and substantial restricted stock unit awards that will vest over multiple quarterly installments beginning in 2026 and 2027.

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	2,189	$5.60	$12K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,383,173 shares (Direct); 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) 30,000 reported restricted stock units ("RSUs") which vest in 4 equal quarterly installments beginning on June 1, 2026; (2) 15,034 reported RSUs which vest in 4 equal quarterly installments beginning on June 1, 2026; (3) 34,770 reported RSUs which vest in 8 equal quarterly installments beginning on June 1, 2026; (4) 55,626 reported RSUs which vest in 10 equal quarterly installments beginning on July 1, 2026; (5) 218,978 reported RSUs which will vest in 12 equal quarterly installments beginning on June 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: 2,189 shares Tax-withholding price: $5.60 per share Direct holdings after transaction: 1,383,173 shares +3 more

6 metrics

Tax-withholding shares 2,189 shares Class A Common Stock delivered for tax liability at $5.60 on April 1, 2026

Tax-withholding price $5.60 per share Value used for 2,189-share tax-withholding disposition

Direct holdings after transaction 1,383,173 shares Class A Common Stock directly held by Ryan Barretto after April 1, 2026 entry

Indirect holdings via trusts 119,775 shares 60,000 in 2020 Gift Trust and 59,775 in Revocable Trust

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

RSU award 218,978 RSUs Vests in 12 equal quarterly installments beginning June 1, 2026

Key Terms

restricted stock units, RSUs, tax-withholding disposition, Class A Common Stock, +2 more

6 terms

restricted stock units financial

"the total reported in column 5 includes: (1) 30,000 reported restricted stock units ("RSUs") which vest"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSUs financial

"(5) 218,978 reported RSUs which will vest in 12 equal quarterly installments"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax-withholding disposition financial

""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"

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"

Revocable Trust financial

"59,775 shares of Issuer Class A Common Stock held by the Ryan Paul Barretto Revocable Trust"

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.

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)
04/01/2026

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	04/01/2026		F		2,189	D	$5.6	1,383,173(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) 30,000 reported restricted stock units ("RSUs") which vest in 4 equal quarterly installments beginning on June 1, 2026; (2) 15,034 reported RSUs which vest in 4 equal quarterly installments beginning on June 1, 2026; (3) 34,770 reported RSUs which vest in 8 equal quarterly installments beginning on June 1, 2026; (4) 55,626 reported RSUs which vest in 10 equal quarterly installments beginning on July 1, 2026; (5) 218,978 reported RSUs which will vest in 12 equal quarterly installments beginning on June 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	04/03/2026
	** 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 CEO Ryan Barretto?

Sprout Social CEO Ryan Barretto reported a tax-withholding disposition of 2,189 shares of Class A Common Stock. The shares were delivered at $5.60 each to cover tax obligations, rather than sold on the open market, and he retained a large remaining equity position.

How many Sprout Social (SPT) shares does Ryan Barretto hold after this Form 4?

After the reported transaction, Ryan Barretto directly holds 1,383,173 shares of Sprout Social Class A Common Stock. He also has 119,775 additional shares held indirectly through two personal trusts, plus significant restricted stock unit grants scheduled to vest over coming years.

Was the Sprout Social (SPT) Form 4 a market sale by the CEO?

The Form 4 shows a tax-withholding disposition, not an open-market sale. Barretto delivered 2,189 shares at $5.60 per share to satisfy tax obligations, while keeping more than 1.3 million shares directly and additional indirect holdings through trusts and restricted stock units.

What indirect Sprout Social (SPT) holdings are reported for Ryan Barretto?

The filing reports 60,000 shares held by the Ryan Paul Barretto 2020 Gift Trust and 59,775 shares held by the Ryan Paul Barretto Revocable Trust. Together these trusts hold 119,775 Sprout Social Class A Common shares associated with Barretto as trustee or through his spouse.

What restricted stock units does the Sprout Social (SPT) CEO have outstanding?

The Form 4 footnotes list multiple RSU awards, including blocks of 30,000, 15,034, 34,770, 55,626, 218,978 and 546,448 RSUs. These units vest in scheduled quarterly installments beginning June 1, 2026, July 1, 2026, and in 2027, each RSU representing one Class A share.