Howard Justyn Russell 4

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.