A Form 4 filed with the SEC on August 13, 2026 discloses that Justyn Russell Howard, Executive Chair, Director, and 10% Owner of Sprout Social, Inc. (NASDAQ:SPT), sold 40,000 shares of Class A Common Stock on August 11, 2026 under a pre-established 10b5-1 trading plan.

Key Highlights

  • Shares sold: 40,000 shares of Class A Common Stock were disposed of on August 11, 2026.
  • Weighted average price: Shares were sold at a weighted average price of $10.115, with individual transaction prices ranging from $9.895 to $10.39 per share.
  • Conversion preceding the sale: 40,000 shares of Class B Common Stock were converted to Class A Common Stock at $0 on the same date, via transaction code C.
  • 10b5-1 plan: The transactions occurred under a 10b5-1 plan adopted by the reporting person on September 12, 2025.
  • Indirect beneficial ownership after transaction: Following the sale, the reporting person indirectly holds 7,417 shares of Class A Common Stock and 1,361,190 shares of Class B Common Stock through various trusts.
  • Direct derivative holdings: The reporting person directly holds 518,874 shares of Class B Common Stock following the reported transactions.

Howard's Class B Conversion and Sale at Sprout Social

According to the filing, Justyn Russell Howard, who serves as Executive Chair of Sprout Social, Inc. (NASDAQ:SPT), executed two linked transactions on August 11, 2026. First, 40,000 shares of Class B Common Stock were converted on a one-for-one basis into 40,000 shares of Class A Common Stock at a price of $0, bringing his indirectly held Class A shares to 47,417 before the sale. Immediately following, those 40,000 Class A shares were sold at a weighted average price of $10.115 per share, with individual sale prices ranging from $9.895 to $10.39 per share, inclusive, as described in the filing's footnotes.

The filing notes that both transactions were conducted pursuant to a Rule 10b5-1 trading plan that Howard adopted on September 12, 2025. The filing indicates that full details on the number of shares sold at each separate price within the stated range are available upon request to the issuer, any security holder, or SEC staff.

After giving effect to the reported transactions, the filing discloses that Howard indirectly holds 7,417 shares of Class A Common Stock, along with 1,361,190 shares of Class B Common Stock distributed across several trusts: 606,190 shares in the JRH Revocable Trust (Howard as sole trustee), 170,000 shares in the EEH Revocable Trust (Howard's spouse as sole trustee), 285,000 shares in the JRH Gift Trust (Howard's spouse as sole trustee), and 300,000 shares in the EEH Gift Trust (Howard as sole trustee). Additionally, Howard directly holds 518,874 shares of Class B Common Stock. The filing notes that Class B shares carry no economic rights but entitle holders to 10 votes per share and are exchangeable for Class A shares at any time on a one-for-one basis.

What Was Disclosed

Sprout Social Executive Chair Justyn Russell Howard reported the conversion of 40,000 Class B shares to Class A shares and their subsequent sale at a weighted average of $10.115 per share on August 11, 2026, under a 10b5-1 plan adopted September 12, 2025.