Form 4: Sprout Social CFO Sells Shares Under 10b5-1 Plan

Sprout Social's CFO, Joseph Del Preto, sold 5,144 shares of Class A Common Stock for tax obligations and under a pre-arranged 10b5-1 plan.

Summary

• Joseph Del Preto, CFO and Treasurer of Sprout Social, Inc. (SPT), reported the sale of Class A Common Stock.
• On September 3, 2025, Mr. Del Preto sold 3,644 shares at $15.163 per share. This sale was made pursuant to an irrevocable election on November 21, 2024, under Rule 10b5-1(c) to cover tax obligations from restricted stock unit (RSU) settlements.
• On the same date, an additional 1,500 shares were sold at a weighted average price of $15.185 per share, under a 10b5-1 plan adopted on August 20, 2024. The price range for these shares was $15.05 to $15.45.
• Following these transactions, Mr. Del Preto beneficially owns 241,868 shares of Class A Common Stock.
• Remaining RSU holdings include 4,383 units (vesting in 2 equal quarterly installments beginning December 1, 2025), 15,237 units (vesting in 6 equal quarterly installments beginning December 1, 2025), 34,452 units (vesting in 10 equal quarterly installments beginning December 1, 2025), and 118,613 units (25% vesting March 1, 2026, remaining in 12 equal quarterly installments beginning June 1, 2026).

Sentiment

Score: 5

Explanation: The filing is neutral. It reports routine insider stock sales under pre-arranged 10b5-1 plans, with one portion specifically for tax obligations, which is a common and expected event for executives. It does not indicate any new positive or negative developments for the company.

Positives

• The sales were conducted under Rule 10b5-1 plans, indicating pre-planned transactions and not a reaction to new, undisclosed negative information.
• A significant portion of the sale was specifically for covering tax obligations related to RSU settlements, which is a common and expected event for executives.

Negatives

• The CFO sold a total of 5,144 shares, reducing his direct ownership. While pre-planned, it still represents a reduction in insider holdings.

Future Outlook

The filing does not contain forward-looking statements or guidance beyond the vesting schedules of the Restricted Stock Units (RSUs).

Management Comments

• Shares sold pursuant to an irrevocable election made on November 21, 2024, in conformity with the requirements of Rule 10b5-1 for the purpose of covering tax obligations upon settlement of restricted stock units ("RSUs").
• This transaction occurred under a 10b5-1 plan adopted by the Reporting Person on August 20, 2024.
• The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.05 to $15.45 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.

Industry Context

This Form 4 filing is a routine disclosure of insider stock transactions and does not provide information related to broader industry trends or competitors.

Stakeholder Impact

• Shareholders: A slight reduction in insider ownership, though under pre-planned conditions. The remaining significant RSU holdings indicate continued alignment with shareholder interests.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• Vesting of 4,383 RSUs in 2 equal quarterly installments beginning December 1, 2025.
• Vesting of 15,237 RSUs in 6 equal quarterly installments beginning December 1, 2025.
• Vesting of 34,452 RSUs in 10 equal quarterly installments beginning December 1, 2025.
• Vesting of 25% of 118,613 RSUs on March 1, 2026, with the remaining vesting in 12 equal quarterly installments beginning June 1, 2026.

Key Dates

Recommendation

This Form 4 filing details routine insider stock sales by the CFO under pre-arranged 10b5-1 plans, with a portion specifically for tax obligations related to RSU vesting. Such transactions are common and generally do not signal a change in the company's fundamental outlook or performance. The filing provides no new material information that would warrant a change in investment thesis, thus a 'hold' recommendation is appropriate.

Keywords

Sprout Social, SPT, Joseph Del Preto, CFO, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Restricted Stock Units, RSU, Executive Compensation