Form 4: Sprinklr Director Sells Shares for Tax Obligations

A Sprinklr director sold 1,365 shares of Class A Common Stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Thomas Ragy, a Director of Sprinklr, Inc. (CXM), reported transactions involving the company's stock.
• On October 29, 2025, 1,365 shares of Class B Common Stock were converted into 1,365 shares of Class A Common Stock.
• Concurrently, 1,365 shares of Class A Common Stock were sold at a weighted average price of $7.69 per share.
• The sale was a 'sell to cover' transaction, mandated by the Issuer's equity incentive plans, to satisfy statutory tax withholding obligations upon the vesting of restricted stock units.
• Following these transactions, Thomas Ragy directly beneficially owns 737,301 shares of Class A Common Stock.
• Indirect beneficial ownership of Class B Common Stock includes 20,558,565 shares held directly, 8,129,863 shares by the Thomas 2014 Family Trust, 13,106,677 shares by the Thomas Family 2017 Irrevocable Trust, 1,996,523 shares by the 2019 Family Trust, and 110,445 shares by a spouse.

Sentiment

Score: 7

Explanation: The transaction is a routine, non-discretionary 'sell to cover' for tax obligations upon RSU vesting. This is a standard event and does not reflect a change in the director's investment sentiment or the company's operational performance.

Positives

• The transaction was a non-discretionary 'sell to cover' for tax purposes, indicating no negative sentiment from the director regarding the company's future.
• The vesting of restricted stock units implies continued employment and value creation for the director, aligning interests with shareholders.

Future Outlook

NA

Management Comments

• The sale of shares was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a 'sell to cover' transaction, and does not represent a discretionary sale by the Reporting Person.

Industry Context

NA

Related Party Transactions

• Thomas Ragy holds indirect beneficial ownership of Class B Common Stock through the Thomas 2014 Family Trust, Thomas Family 2017 Irrevocable Trust, 2019 Family Trust, and by spouse, for which he serves as a trustee for the trusts.

Stakeholder Impact

• Shareholders: Minimal direct impact as the transaction is a routine, non-discretionary tax-related sale by a director, not indicative of a change in company fundamentals or insider sentiment.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

The reported transaction is a routine 'sell to cover' for tax withholding purposes following the vesting of restricted stock units. It does not reflect a discretionary sale by the director or provide new information that would alter the fundamental investment outlook for Sprinklr, Inc. Therefore, a 'hold' recommendation is appropriate as this event does not change the underlying investment thesis.

Keywords

Sprinklr, CXM, Form 4, Insider Transaction, Director, Stock Sale, Tax Withholding, Restricted Stock Units, Corporate Governance