Sprout Social chair converts and sells 40,000 shares

Sprout Social, Inc. Executive Chair and 10% owner Howard Justyn Russell reported a conversion and sale of shares dated July 10, 2026.

Rhea-AI Filing Summary

Sprout Social, Inc. Executive Chair and 10% owner Howard Justyn Russell reported a conversion and sale of shares dated July 10, 2026. An entity associated with him converted 40,000 shares of Class B Common Stock into 40,000 shares of Class A Common Stock and sold those Class A shares in open-market transactions at a weighted average price of $8.284 per share, under a pre-arranged Rule 10b5-1 trading plan. After these transactions, Russell’s reported holdings include 7,417 shares of Class A common stock and multiple trust-held positions totaling 646,190, 170,000, 285,000, and 300,000 shares of Class B common stock. Each share of Class B Common Stock has no economic rights but carries 10 votes per share and is exchangeable one-for-one into Class A Common Stock without expiration.

Filing Explained

The July 10 sale is completed under a disclosed plan; post-transaction holdings show 7,417 Class A shares and separately reported Class B voting rights.

The July 13, 2026 Form 4 reports that Sprout Social’s Executive Chair sold 40,000 Class A common shares on July 10, 2026 at a reported weighted-average price of $8.284 per share. That sale is reported under a Rule 10b5-1 plan adopted on September 12, 2025, so the disclosed holder-level change is a completed sale rather than an issuer issuance or financing.

The filing separately lists a zero-price code C entry for 40,000 Class A shares and 40,000 Class B derivative securities acquired; the supplied materials do not define code C, so its further mechanics are left in the filing’s wording. After the reported transactions, the filer reports 7,417 indirectly held Class A shares and Class B holdings through four trusts: 646,190, 170,000, 285,000, and 300,000 shares.

The filing also reports 1,401,190 Class B derivative securities held indirectly and 518,874 Class B shares held directly. It states that each Class B share has no economic rights, carries 10 votes, and can be exchanged one-for-one for Class A shares without expiring. The supplied 90-day insider record reports five transactions totaling 131,641 shares sold and no shares bought. The filing’s disclosed sale price is a weighted average for multiple transactions ranging from $8.19 to $8.59 per share, with further price-by-price detail available on request.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Howard Justyn Russell

Role Executive Chair

Sold 40,000 shs ($331K)

Approx. gross sale proceeds $331K

Type	Security	Shares	Price	Value
Conversion	Class B Common Stock F4, F2	40,000	$0.00	$0.00
Conversion	Class A Common Stock F1, F2	40,000	$0.00	$0.00
Sale	Class A Common Stock F1, F3, F2	40,000	$8.284	$331K
holding	Class B Common Stock F4	--	--	--

Holdings After Transaction: Class B Common Stock — 1,401,190 contracts (Indirect, See footnote); Class A Common Stock — 7,417 shares (Indirect, See footnote); Class B Common Stock — 518,874 contracts (Direct)

Footnotes (4)

1. F1. The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 12, 2025.
2. F2. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock (ii) 646,190 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.
3. F3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.19 to $8.59 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.
4. F4. 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 of Class A Common Stock Weighted average sale price: $8.284 per share Post-transaction Class A holdings: 7,417 shares +5 more

8 metrics

Shares sold 40,000 shares of Class A Common Stock Open-market sale on July 10, 2026

Weighted average sale price $8.284 per share Multiple transactions between $8.19 and $8.59 per share

Post-transaction Class A holdings 7,417 shares Class A Common Stock held after reported transactions

JRH Revocable Trust Class B 646,190 shares Class B Common Stock held via JRH Revocable Trust after transactions

EEH Revocable Trust Class B 170,000 shares Class B Common Stock held via EEH Revocable Trust after transactions

JRH Gift Trust Class B 285,000 shares Class B Common Stock held via JRH Gift Trust after transactions

EEH Gift Trust Class B 300,000 shares Class B Common Stock held via EEH Gift Trust after transactions

Direct Class B underlying shares 518,874 underlying Class A shares Class B Common Stock directly held, exchangeable into Class A

Key Terms

Rule 10b5-1 plan, weighted average price, Class B Common Stock, Revocable Trust, +1 more

5 terms

Rule 10b5-1 plan regulatory

"The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted..."

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

weighted average price financial

"The reported price in Column 4 is a weighted average price. These shares were..."

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.

Class B Common Stock financial

"Shares of Class B Common Stock have no economic rights and each 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.

Revocable Trust financial

"646,190 shares of Class B common stock held by the JRH 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.

Gift Trust financial

"285,000 shares of Class B common stock held by the JRH Gift Trust..."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sprout Social (SPT) Executive Chair Howard Justyn Russell report in this Form 4?

Howard Justyn Russell reported a conversion and sale involving 40,000 shares. An associated entity converted 40,000 Class B into 40,000 Class A shares, then sold the Class A shares in open-market trades at a $8.284 weighted average price.

How many Sprout Social (SPT) shares did Howard Justyn Russell sell and at what price?

An entity associated with Russell sold 40,000 shares of Class A Common Stock at a weighted average price of $8.284 per share, with individual trade prices ranging between $8.19 and $8.59 per share, as disclosed in the Form 4 footnotes.

Were Howard Justyn Russell’s Sprout Social (SPT) trades made under a Rule 10b5-1 plan?

Yes. The Form 4 states the transactions occurred under a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025, indicating the sales were pre-arranged rather than discretionary market-timing decisions.

What are Howard Justyn Russell’s Sprout Social (SPT) holdings after these transactions?

After the reported transactions, Russell’s position consists of 7,417 Class A shares and Class B shares held through various trusts: 646,190, 170,000, 285,000, and 300,000 Class B shares, as described in the footnotes to the Form 4.

How do Sprout Social (SPT) Class B shares reported by Howard Justyn Russell differ from Class A?

The filing explains that Class B Common Stock has no economic rights but grants 10 votes per share. Each Class B share is exchangeable one-for-one into Class A Common Stock at any time and does not expire, affecting voting power rather than cash flows.

What derivative position does Howard Justyn Russell retain in Sprout Social (SPT)?

The Form 4 indicates a remaining derivative-related position in Class B Common Stock representing 518,874 underlying Class A shares held directly. These Class B shares are exchangeable into Class A on a one-for-one basis, providing ongoing voting and conversion flexibility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/13/2026 - 04:05 PM Accepted by SEC EDGAR 07/13/2026 - 04:04 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).

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026

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	07/10/2026		C(1)		40,000	A	$0	47,417	I	See footnote(2)
Class A Common Stock	07/10/2026		S(1)		40,000	D	$8.284(3)	7,417	I	See footnote(2)

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)	07/10/2026		C			40,000	(4)	(4)	Class A Common Stock	40,000	$0	1,401,190	I	See footnote(2)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	518,874		518,874	D

Explanation of Responses:

1. The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 12, 2025.

2. After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock (ii) 646,190 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.

3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.19 to $8.59 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.

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:

	/s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard	07/13/2026
	** 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)