Sprout Social (SPT) executive details 40,000-share stock sale

Rhea-AI Filing Summary

Sprout Social, Inc. reported an insider transaction by Executive Chair and director Justyn R. Howard involving 40,000 shares of Class A common stock. On January 9, 2026, entities associated with Howard converted 40,000 shares of Class B common stock into 40,000 shares of Class A common stock at a conversion price of $0, then sold 40,000 Class A shares at a weighted average price of $10.698 per share under a pre-arranged Rule 10b5‑1 trading plan adopted on September 12, 2025.

After these transactions, indirect holdings reported include 7,417 shares of Class A common stock and 1,641,190 shares of Class B common stock10 votes per share, have no economic rights, and are exchangeable one-for-one into Class A shares at any time without expiration.

Insider Trade Summary

Net Seller: 40,000 shares ($427,920)

Net Sell 4 txns

Insider Howard Justyn Russell

Role Executive Chair

Sold 40,000 shs ($428K)

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	$10.698	$428K
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 1,641,190 shares (Indirect, See footnote); Class A Common Stock — 47,417 shares (Indirect, See footnote); Class B Common Stock — 518,874 shares (Direct)

Footnotes (1)

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 and 886,190 shares of Class B common stock held by the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee; (ii) 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; (iii) 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 (iv) 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 $10.50 to $10.90 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.

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

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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	01/09/2026		C(1)		40,000	A	$0	47,417	I	See footnote(2)
Class A Common Stock	01/09/2026		S(1)		40,000	D	$10.698(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)	01/09/2026		C			40,000	(4)	(4)	Class A Common Stock	40,000	$0	1,641,190	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 and 886,190 shares of Class B common stock held by the JRH Revocable Trust, of which the Reporting Person serves as the sole trustee; (ii) 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; (iii) 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 (iv) 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 $10.50 to $10.90 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	01/12/2026
	** 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.

FAQ

What insider transaction did Sprout Social (SPT) report for Justyn R. Howard?

The filing reports that entities associated with Executive Chair and director Justyn R. Howard converted 40,000 shares of Class B common stock into 40,000 shares of Class A common stock and then sold those 40,000 Class A shares on January 9, 2026.

At what price were the 40,000 Sprout Social Class A shares sold?

The 40,000 shares of Class A common stock were sold at a weighted average price of $10.698 per share, with individual trades executed in a range from $10.50 to $10.90 per share.

Were the Sprout Social insider trades made under a Rule 10b5-1 plan?

Yes. The filing states that the transactions occurred under a Rule 10b5‑1 trading plan adopted by the reporting person on September 12, 2025, which pre‑sets trading instructions in advance.

How many Sprout Social shares does Justyn R. Howard report holding after the transactions?

After the reported trades, indirect holdings include 7,417 shares of Class A common stock and 1,641,190 shares of Class B common stock held through several family trusts, with additional Class B-related holdings also shown as directly owned in the derivative table.

How are the Sprout Social Class B shares structured compared with Class A shares?

The filing explains that Class B common stock has no economic rights and each share provides 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.

Who actually holds the Sprout Social shares reported for Justyn R. Howard?

The filing states that the reported holdings are spread across multiple trusts, including the JRH Revocable Trust, the EEH Revocable Trust, the JRH Gift Trust, and the EEH Gift Trust, with either the reporting person or the reporting person’s spouse serving as trustee depending on the trust.