Howard Justyn Russell 4
4 · Sprout Social, Inc. · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Sprout Social (SPT) 10% Owner Justyn Russell Sells 40,000 Shares
What Happened
Justyn Russell, a 10% owner of Sprout Social (SPT), converted 40,000 derivative securities into Class B common stock (conversion reported at $0) and sold 40,000 Class B shares in the open market on February 11, 2026. The shares were sold at a weighted average price of $7.37 per share for total proceeds of approximately $294,680. The Form 4 shows the conversion and the subsequent open‑market sale; the conversion itself is recorded at $0 (no cash paid).
Key Details
- Transaction date: February 11, 2026; Form 4 filed February 12, 2026 (timely).
- Sale: 40,000 Class B shares sold at a weighted average price of $7.37; proceeds ≈ $294,680. Reported trade prices ranged from $7.165 to $7.82 per share.
- Conversion: 40,000 derivative securities converted into Class B shares (reported at $0). A related derivative disposition of 40,000 was also reported (reflecting conversion).
- Holdings after trade (per filing): 7,417 Class A shares and a total of 1,601,190 Class B shares (held across trusts noted in the filing).
- Footnotes: Sale executed under a prearranged 10b5‑1 plan adopted Sept 12, 2025. Class B shares carry 10 votes each and are exchangeable one‑for‑one for Class A shares.
Context
This was a sale by a 10% owner under a 10b5‑1 plan (a preplanned trading arrangement), which is typically viewed as routine rather than an ad hoc signal of confidence or concern. The filing shows a conversion of derivative instruments into shares and an immediate open‑market sale of those shares.
Insider Transaction Report
- Conversion
Class A Common Stock
[F1][F2]2026-02-11+40,000→ 47,417 total(indirect: See footnote) - Sale
Class A Common Stock
[F1][F3][F2]2026-02-11$7.37/sh−40,000$294,680→ 7,417 total(indirect: See footnote) - Conversion
Class B Common Stock
[F4][F2]2026-02-11−40,000→ 1,601,190 total(indirect: See footnote)→ Class A Common Stock (40,000 underlying)
- 518,874
Class B Common Stock
[F4]→ Class A Common Stock (518,874 underlying)
Footnotes (4)
- [F1]The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 12, 2025.
- [F2]After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 846,190 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.
- [F3]The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.165 to $7.82 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.
- [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.