Justyn R. Howard - 04 Dec 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
Issuer symbol
SPT
Transactions as of
04 Dec 2025
Net transactions value
-$105,051
Form type
4
Filing time
04 Dec 2025, 16:15:46 UTC
Previous filing
05 Nov 2025
Next filing
12 Dec 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 04 Dec 2025 0001791816

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPT Class A Common Stock Sale $105,051 -10,291 -3.5% $10.21 286,231 04 Dec 2025 Direct F1, F2
holding SPT Class A Common Stock 7,417 04 Dec 2025 See footnote 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
holding SPT Class B Common Stock 1,721,190 04 Dec 2025 Class A Common Stock 1,721,190 See footnote F3, F4
holding SPT Class B Common Stock 518,874 04 Dec 2025 Class A Common Stock 518,874 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 Shares 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").
F2 After giving effect to this transaction the total reported in column 5 includes: (1) 6,154 reported RSUs which vest in 1 quarterly installment on March 1, 2026; (2) 35,553 reported RSUs of which vest in 5 equal quarterly installments beginning on March 1, 2026; (3) 66,783 reported RSUs which vest in 9 equal quarterly installments beginning on March 1, 2026; 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.
F3 This represents (i) 7,417 shares of Class A common stock and 966,190 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.
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.