Form 4: Sprinklr Director Ragy Thomas Sells 3 Million Class A Shares Following Conversion

Sprinklr, Inc. Director Ragy Thomas reported the sale of 3,032,768 Class A Common Stock in June 2025, including a significant discretionary sale of 3 million shares after converting Class B shares.

Summary

• Ragy Thomas, a Director of Sprinklr, Inc. (CXM), reported multiple transactions involving the company's stock.
• On June 16, 2025, Mr. Thomas sold 32,768 shares of Class A Common Stock at a weighted average price of $8.17 per share. This sale was explicitly stated as a 'sell to cover' transaction to satisfy statutory tax withholding obligations related to the vesting of restricted stock units, not a discretionary sale.
• On June 17, 2025, Mr. Thomas converted 3,000,000 shares of Class B Common Stock into an equal number of Class A Common Stock.
• On June 18, 2025, following the conversion, Mr. Thomas sold 3,000,000 shares of Class A Common Stock at a price of $7.94 per share.
• After these transactions, Mr. Thomas directly holds 974,286 shares of Class A Common Stock and 23,353,296 shares of Class B Common Stock.
• Additionally, Mr. Thomas indirectly holds significant Class B Common Stock through various family trusts: 8,129,863 shares via the Thomas 2014 Family Trust, 13,106,677 shares via the Thomas Family 2017 Irrevocable Trust, and 1,996,523 shares via the 2019 Family Trust. An additional 110,445 shares are held indirectly by his spouse.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to the substantial discretionary sale of 3 million shares by a director, which can signal a lack of confidence. The smaller 'sell to cover' transaction is neutral, but the larger sale dominates the sentiment.

Negatives

• A director's sale of 3,000,000 shares of Class A Common Stock, following a conversion from Class B, could be perceived negatively by investors as it represents a significant reduction in direct holdings by an insider.

Risks

• The Class B Common Stock held by the reporting person is convertible into Class A Common Stock on a one-to-one basis, which could lead to further dilution of Class A shares if large conversions occur and are subsequently sold.
• Automatic conversion of Class B to Class A Common Stock can occur under specific conditions, including sale or transfer (with exceptions), death of the reporting person, or if Class B shares fall below 5.0% of total outstanding Class A and Class B Common Stock, potentially impacting voting control or market dynamics.
• Termination for cause of the Reporting Person would result in automatic conversion of all Class B Common Stock to Class A Common Stock.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing details insider trading activity, which is a routine disclosure for publicly traded companies. Large insider sales, particularly by directors, are often scrutinized by investors for potential signals about management's confidence in the company's future prospects. However, the 'sell to cover' transaction for tax purposes is a common, non-discretionary event.

Corporate Governance

Related Party Transactions

• Ragy Thomas holds Class B Common Stock indirectly through the Thomas 2014 Family Trust (8,129,863 shares), the Thomas Family 2017 Irrevocable Trust (13,106,677 shares), and the 2019 Family Trust (1,996,523 shares), for which he serves as a trustee.
• An additional 110,445 shares of Class B Common Stock are held indirectly by his spouse.

Stakeholder Impact

• Shareholders: The significant insider sale may lead to concerns about management's outlook or potential downward pressure on the stock price.
• Employees: No direct impact mentioned, but general market sentiment can affect employee stock options/RSUs.

Key Dates

Recommendation

Keywords

Sprinklr, CXM, Form 4, Insider Trading, Stock Sale, Director, Ragy Thomas, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Equity Conversion