SEC Form 4 · accession 0001791816-26-000015
Sprout Social, Inc. · SPT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Justyn Russell Howard
Officer — Executive Chair · Director · 10% Owner
Period of report
Jun 2, 2026
Accepted (ET)
Jun 3, 2026 · 4:03 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001517375
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Jun 2, 2026 | S | 11,641 | $7.746 | D | 250,735 | D | |
| Class A Common StockF3 | holding | — | — | — | 7,417 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 1,481,190 | 1,481,190 | I |
| Class B Common StockF4 | — | holding | — | — | — | — | — | Class A Common Stock | 518,874 | 518,874 | D |
Explanation of responses
- F1Shares sold pursuant to an irrevocable election made on November 29, 2024, in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs").
- F2After giving effect to this transaction the total reported in column 5 includes: (1) 21,332 reported RSUs of which vest in 3 equal quarterly installments beginning on September 1, 2026; (2) 51,942 reported RSUs which vest in 7 equal quarterly installments beginning on September 1, 2026; and (3) 75,274 reported RSUs of which will vest in 11 equal quarterly installments beginning on September 1, 2026. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
- F3This represents (i) 7,417 shares of Class A common stock; (ii) 726,190 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.
- F4Shares 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.