Sprout Social (SPT) executive chair converts Class B and sells 40,000 Class A shares
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 40,000 shares ($331,360)
Net Sell
4 txns
Insider
Howard Justyn Russell
Role
Executive Chair
Sold
40,000 shs ($331K)
| 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 | $8.284 | $331K |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 1,401,190 shares (Indirect, See footnote);
Class A Common Stock — 47,417 shares (Indirect, See footnote);
Class B Common Stock — 518,874 shares (Direct)
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) 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. 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. 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
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.
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.
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.