Sprout Social (SPT) CEO logs ESPP purchase, tax share withholding in Form 4

Rhea-AI Filing Summary

Sprout Social, Inc. director and CEO Ryan Paul Barretto reported routine equity compensation activity. On June 30, 2026, he acquired 2,415 shares of Class A Common Stock through the company’s 2019 Employee Stock Purchase Plan at a price equal to 85% of the June 30 closing price.

On July 1, 2026, 2,190 shares of Class A Common Stock were disposed of as a tax-withholding transaction, satisfying exercise price or tax liabilities by delivering shares. After these transactions, his reported direct holdings, including RSUs, totaled 1,370,075 shares, and indirect holdings were 119,775 shares held via the Ryan Paul Barretto 2020 Gift Trust and the Ryan Paul Barretto Revocable Trust. Footnotes detail substantial RSU awards that vest in scheduled quarterly installments beginning in 2026 and 2027, each RSU representing the right to receive one share of Class A Common Stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Barretto Ryan Paul

Role CEO

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	2,190	$7.99	$17K
holding	Class A Common Stock	--	--	--
Grant/Award	Class A Common Stock	2,415	$6.418	$15K

Holdings After Transaction: Class A Common Stock — 1,370,075 shares (Direct, null); Class A Common Stock — 119,775 shares (Indirect, See Footnote)

Footnotes (1)

1. Shares purchased pursuant to the Issuer's 2019 Employee Stock Purchase Plan ("ESPP"), for the purchase period of January 1, 2026 through June 30, 2026. This transaction is exempt from Rule16b-3 (d) and Rule16b-3(c). In accordance with the ESPP, 2,415 shares were purchased at a price equal to 85% of the closing price of Issuer's Class A Common Stock on June 30, 2026. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number. 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) 50,063 reported RSUs which vest in 9 equal quarterly installments beginning on October 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

ESPP purchase: 2,415 shares ESPP purchase price: $6.418 per share Tax-withholding shares: 2,190 shares +5 more

8 metrics

ESPP purchase 2,415 shares Class A Common Stock acquired via 2019 ESPP for period Jan 1–Jun 30, 2026

ESPP purchase price $6.418 per share Reported transaction price; ESPP set at 85% of June 30, 2026 closing price

Tax-withholding shares 2,190 shares Class A shares delivered on July 1, 2026 to cover exercise price or tax liability

Tax-withholding price $7.99 per share Price for the 2,190 shares used in tax-withholding disposition

Direct holdings after transactions 1,370,075 shares Total reported in column 5 after July 1, 2026, including RSUs

Indirect holdings 119,775 shares Held via 2020 Gift Trust (60,000) and Revocable Trust (59,775)

Largest RSU grant 546,448 RSUs One-third vests on March 1, 2027, remaining in eight quarterly installments beginning June 1, 2027

Additional RSU block 200,730 RSUs Vest in 11 equal quarterly installments beginning September 1, 2026

Key Terms

Employee Stock Purchase Plan, restricted stock units, tax-withholding disposition, Rule16b-3, +1 more

5 terms

Employee Stock Purchase Plan financial

"Shares purchased pursuant to the Issuer's 2019 Employee Stock Purchase Plan ("ESPP")"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

restricted stock units financial

"22,500 reported restricted stock units ("RSUs") which vest in 3 equal quarterly installments"

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.

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.

Rule16b-3 regulatory

"This transaction is exempt from Rule16b-3(d) and Rule16b-3(c)."

contingent right financial

"Each RSU represents the contingent right to receive one share of Class A Common Stock"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:09 PM Accepted by SEC EDGAR 07/02/2026 - 04:08 PM Learn about SEC filing dates

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)
07/01/2026

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	06/30/2026		A(1)	V	2,415	A	$6.418	1,372,265(2)(3)	D
Class A Common Stock	07/01/2026		F		2,190	D	$7.99	1,370,075(2)(3)	D
Class A Common Stock								119,775	I	See Footnote(4)

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 purchased pursuant to the Issuer's 2019 Employee Stock Purchase Plan ("ESPP"), for the purchase period of January 1, 2026 through June 30, 2026. This transaction is exempt from Rule16b-3 (d) and Rule16b-3(c). In accordance with the ESPP, 2,415 shares were purchased at a price equal to 85% of the closing price of Issuer's Class A Common Stock on June 30, 2026. The ESPP provides for the purchase of fractional shares. The numbers reported herein are rounded to the nearest whole number.

2. 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) 50,063 reported RSUs which vest in 9 equal quarterly installments beginning on October 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.

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

4. 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	07/02/2026
	** 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 transactions did Sprout Social (SPT) CEO Ryan Paul Barretto report?

Ryan Paul Barretto reported two key transactions: an ESPP-related acquisition of 2,415 Class A shares on June 30, 2026, and a tax-withholding disposition of 2,190 shares on July 1, 2026. Both are routine compensation and tax-related events rather than open-market trades.

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

After the reported transactions, Ryan Paul Barretto’s direct holdings, including restricted stock units, totaled 1,370,075 shares of Class A Common Stock. He also had 119,775 shares held indirectly through the Ryan Paul Barretto 2020 Gift Trust and the Ryan Paul Barretto Revocable Trust.

What is the nature of the 2,415 Sprout Social (SPT) shares acquired by the CEO?

The 2,415 shares were purchased under Sprout Social’s 2019 Employee Stock Purchase Plan for the January 1 to June 30, 2026 purchase period. The purchase price equaled 85% of the Class A Common Stock closing price on June 30, 2026, with quantities rounded to whole shares.

Why were 2,190 Sprout Social (SPT) shares disposed of in the CEO’s Form 4?

The 2,190 shares were disposed of as a tax-withholding transaction, used to pay the exercise price or tax liability by delivering securities. This Form 4 entry is coded “F,” indicating a payment of obligations rather than an open-market sale for investment reasons.

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

Footnotes state that reported holdings include several RSU grants: blocks of 22,500, 11,276, 30,424, 50,063, 200,730, and 546,448 RSUs. These vest in scheduled quarterly installments beginning on dates in 2026 and 2027, with each RSU convertible into one Class A share.

How are the CEO’s indirect Sprout Social (SPT) holdings structured?

Indirect holdings total 119,775 Class A shares. This amount consists of 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.