Sprout Social, Inc.·4

Mar 12, 5:41 PM ET

Howard Justyn Russell 4

4 · Sprout Social, Inc. · Filed Mar 12, 2026

Research Summary

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Sprout Social (SPT) 10% Owner Howard Russell Sells 40,000 Shares

What Happened
Howard Justyn Russell, a reported 10% owner of Sprout Social, converted derivative securities into Class B common stock and sold 40,000 shares in an open-market transaction on March 11, 2026. The shares were sold at a weighted-average price of $5.96, generating proceeds of $238,320. The conversion(s) of derivative securities were reported at $0.00 (no cash paid) and one converted derivative was also reported as disposed.

Key Details

  • Transaction date: March 11, 2026 (reported on Form 4 filed March 12, 2026).
  • Sale: 40,000 shares sold, weighted-average price $5.96; reported price range for the trades was $5.80–$6.16 per share. Total reported proceeds: $238,320. (Footnote: issuer can request detailed breakdown of shares sold at each price.)
  • Derivative activity: Conversion(s) of derivative securities into Class B common stock were reported (conversion price $0.00). One converted derivative is also listed as disposed.
  • Holdings after transaction (per filer): JRH Revocable Trust — 7,417 Class A and 806,190 Class B; EEH Revocable Trust — 170,000 Class B; JRH Gift Trust — 285,000 Class B; EEH Gift Trust — 300,000 Class B. (Total Class B shown: 1,561,190; Class A: 7,417.)
  • Footnotes: Transactions occurred under a 10b5-1 trading plan adopted Sept 12, 2025. Class B shares carry no economic rights, 10 votes per share, and are exchangeable one-for-one for Class A common stock.
  • Filing status: No late-filing flag reported on the Form 4.

Context
As a 10% owner (not an executive trade), this filing reflects institutional-level holdings and a pre-established trading plan (10b5-1), which is commonly used to execute trades regardless of any material non-public information. The conversion at $0.00 indicates derivative securities were converted into common stock (not a cash exercise), and those shares (or a portion) were sold in the market the same day. Sales are routine disclosures and do not, by themselves, indicate management sentiment; purchases tend to be more informative of bullish insider conviction.

Insider Transaction Report

Form 4
Period: 2026-03-11
Howard Justyn Russell
DirectorExecutive Chair10% Owner
Transactions
  • Conversion

    Class A Common Stock

    [F1][F2]
    2026-03-11+40,00047,417 total(indirect: See footnote)
  • Sale

    Class A Common Stock

    [F1][F3][F2]
    2026-03-11$5.96/sh40,000$238,3207,417 total(indirect: See footnote)
  • Conversion

    Class B Common Stock

    [F4][F2]
    2026-03-1140,0001,561,190 total(indirect: See footnote)
    Class A Common Stock (40,000 underlying)
Holdings
  • Class B Common Stock

    [F4]
    Class A Common Stock (518,874 underlying)
    518,874
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 806,190 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 $5.80 to $6.16 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.
Signature
/s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard|2026-03-12

Documents

1 file
  • 4
    wk-form4_1773351712.xmlPrimary

    FORM 4