Justyn R. Howard - Jul 8, 2025 Form 4 Insider Report for Sprout Social, Inc. (SPT)

Role
Executive Chair, Director, 10%+ Owner
Signature
/s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard
Stock symbol
SPT
Transactions as of
Jul 8, 2025
Transactions value $
-$845,000
Form type
4
Date filed
7/10/2025, 04:02 PM
Previous filing
Jun 4, 2025
Next filing
Aug 6, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Howard Justyn Russell Executive Chair, Director, 10%+ Owner 131 SOUTH DEARBORN ST., SUITE 700, CHICAGO /s/ Heidi Jonas, Attorney-in-fact for Justyn R. Howard 2025-07-10 0001791816

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPT Class A Common Stock Conversion of derivative security $0 +40K +539.3% $0.00 47.4K Jul 8, 2025 See footnote F1
transaction SPT Class A Common Stock Sale -$845K -40K -84.36% $21.13 7.42K Jul 8, 2025 See footnote F1, F2
holding SPT Class A Common Stock 307K Jul 8, 2025 Direct F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SPT Class B Common Stock Conversion of derivative security $0 -40K -2.17% $0.00 1.8M Jul 8, 2025 Class A Common Stock 40K See footnote F1, F4
holding SPT Class B Common Stock 519K Jul 8, 2025 Class A Common Stock 519K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 After giving effect to the transactions reported herein, this represents (i) 7,417 shares of Class A common stock and 1,046,190 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.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.675 to $21.49 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.
F3 The total reported in column 5 includes: (1) 18,462 reported RSUs which vest in 3 equal quarterly installments beginning on September 1, 2025; (2) 49,774 reported RSUs of which vest in 7 equal quarterly installments beginning on September 1, 2025; (3) 81,623 reported RSUs which vest in 11 equal quarterly installments beginning on September 1, 2025; and (4) 109,489 reported RSUs of which 25% will vest on March 1, 2026 with the remaining RSUs vesting in 12 equal quarterly installments beginning on June 1, 2026. Each RSU represents the contingent right to receive one share of Class A Common Stock of the Issuer and does not expire.
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.

Remarks:

The transactions reported in this Form 4 occurred under a 10b5-1 plan adopted by the Reporting Person on September 10, 2024.