SEC Form 4 · accession 0001791816-26-000023
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
Sep 2, 2026
Accepted (ET)
Sep 3, 2026 · 8:25 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 | Sep 2, 2026 | S | 10,895 | $11.451 | D | 239,840 | 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 StockF4 | — | holding | — | — | — | — | — | Class A Common Stock | 518,874 | 518,874 | D |
| Class B Common StockF3,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 1,361,190 | 1,361,190 | I |
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) 14,222 reported RSUs which vest in 2 equal quarterly installments beginning on December 1, 2026; (2) 44,522 reported RSUs which vest in 6 equal quarterly installments beginning on December 1, 2026; and (3) 68,431 reported RSUs which will vest in 10 equal quarterly installments beginning on December 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 and 606,190 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.
- 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.