[Form 4] Sprout Social, Inc Insider Trading Activity

Rhea-AI Filing Summary

Ryan Paul Barretto, CEO and director of Sprout Social, Inc. (SPT), reported a sale of 10,571 shares of Class A common stock on 09/02/2025 at a price of $15.25 per share. After the reported disposition, Mr. Barretto is shown as beneficially owning 800,129 shares directly and 119,775 shares indirectly (through two trusts). The filing discloses detailed restricted stock unit (RSU) holdings that convert to Class A shares: several tranches totaling the direct reported balance, with specific vesting schedules that begin on December 1, 2025, October 1, 2025, and March 1, 2026, and include quarterly vesting installments. Two trusts account for the indirect holdings: the Ryan Paul Barretto 2020 Gift Trust (60,000 shares) and the Ryan Paul Barretto Revocable Trust (59,775 shares).

Positive

• Large retained direct ownership of 800,129 Class A shares after the sale, indicating continued significant stake
• Detailed RSU vesting schedules disclosed, improving transparency on future share delivery and potential dilution
• Indirect holdings disclosed via trusts (60,000 and 59,775 shares), clarifying related-party ownership

Negative

• Insider sale of 10,571 shares reported, which may be viewed negatively by some investors seeking insider accumulation

Insights

Financial Analyst

TL;DR: Insider sale of 10,571 shares at $15.25 is disclosed; large remaining direct stake with staged RSU vesting.

The reported sale reduces the CEO's immediate Class A position by a modest amount relative to his total direct holdings of 800,129 shares, suggesting liquidity-taking rather than a full change in ownership. The filing provides granular vesting schedules for multiple RSU tranches, which implies predictable future share supply as those RSUs vest over late 2025 and through 2026. From an investor-impact perspective, the transaction is informative about near-term potential share issuance but is not, by itself, a material change to control or ownership.

Corporate Governance Expert

TL;DR: Transaction is a routine insider disposition with clear disclosure of direct and indirect holdings and trust arrangements.

The Form 4 clearly identifies the reporting person’s roles as CEO and director and discloses indirect beneficial ownership through two trusts, which is important for governance transparency. The detailed RSU vesting descriptions enhance clarity on when additional shares may become deliverable to the executive, aiding assessment of potential dilution and alignment. The signature by an attorney-in-fact indicates proper execution under the filing rules.

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
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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).

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

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		F		10,571	D	$15.25	800,129(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. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.

2. After giving effect to the transaction reported herein, the total reported in column 5 includes: (1) 7,500 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2025; (2) 45,000 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2025; (3) 22,551 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2025; (4) 43,462 reported RSUs which vest in 10 equal quarterly installments beginning on December 1, 2025; (5) 88,999 reported RSUs of which 25% will vest on October 1, 2025 with the remaining RSUs vesting in 12 equal quarterly installments beginning on January 1, 2026; and (6) 291,970 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.

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	09/04/2025
	** 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.
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.

FAQ

What did Ryan Paul Barretto report in the Form 4 for SPT?

The Form 4 reports a sale of 10,571 shares of Sprout Social Class A common stock on 09/02/2025 at $15.25 per share and shows post-transaction holdings.

How many SPT shares does Mr. Barretto own after the transaction?

The filing shows 800,129 shares directly and 119,775 shares indirectly following the reported transaction.

What indirect holdings are disclosed for Ryan Paul Barretto?

Indirect holdings include 60,000 shares held by the Ryan Paul Barretto 2020 Gift Trust and 59,775 shares held by the Ryan Paul Barretto Revocable Trust.

Are there unvested RSUs disclosed in the filing?

Yes. The filing details multiple RSU tranches with vesting starting on Oct 1, 2025, Dec 1, 2025, and Mar 1, 2026, with subsequent quarterly vesting schedules.

Who signed the Form 4 and when?

The Form 4 was signed by Heidi Jonas, attorney-in-fact for Ryan Paul Barretto on 09/04/2025.