Form 4: Sprinklr Executive Sells Shares Under 10b5-1 Plan

Sprinklr's Chief Product & CSO, Karthik Suri, reported the sale of Class A Common Stock under a pre-arranged trading plan, alongside shares sold to cover tax withholding obligations.

Summary

• Karthik Suri, Chief Product & CSO of Sprinklr, Inc. (CXM), executed transactions involving Class A Common Stock on June 16 and June 17, 2026.
• On June 16, 2026, 23,507 shares were sold at a weighted average price of $5.30 to cover statutory tax withholding obligations related to vested restricted stock units. This sale was mandated by the company's equity incentive plan.
• Following this transaction, Suri beneficially owned 1,153,324 shares of Class A Common Stock.
• On June 17, 2026, an additional 41,852 shares were sold at a weighted average price of $5.14. This sale was conducted under a Rule 10b5-1 trading plan adopted on December 11, 2025.
• After the June 17 transaction, Suri's beneficial ownership decreased to 1,111,472 shares.
• A portion of the shares owned, 2,538, were acquired under the company's employee stock purchase plan on June 15, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing due to the executive selling a notable number of shares, even though it was under a 10b5-1 plan and for tax withholding. The prices at which the shares were sold are also a consideration.

Positives

• The sale of shares to cover tax withholding obligations is a standard procedure for equity compensation and does not indicate a discretionary sale by management.
• The transaction on June 17 was executed under a Rule 10b5-1 trading plan, which is designed to provide an affirmative defense against insider trading allegations by establishing a pre-determined plan for buying or selling securities.
• The company has an employee stock purchase plan, indicating an effort to allow employees to acquire company stock.

Negatives

• A significant number of shares (41,852) were sold by a key executive, potentially signaling a lack of confidence or a need for personal liquidity, despite being under a 10b5-1 plan.
• The weighted average sale prices ($5.30 and $5.14) represent a disposal of company stock at prices that may be lower than future expectations.

Risks

• The sale of shares by a Chief Product & CSO could be interpreted by the market as a negative signal regarding the company's future prospects, even if executed under a pre-arranged plan.
• The weighted average sale prices indicate that the stock was trading in a relatively low range during these transactions.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions.

Management Comments

• The sale of shares to cover tax withholding obligations is 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.
• The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (5).

Industry Context

StockSavvy.ai notes that Form 4 filings are routine for executives and directors, often involving sales under pre-established 10b5-1 plans to diversify or meet personal financial needs. The context of these sales, particularly the prices and volumes, is crucial for assessing executive sentiment towards their company's stock.

Stakeholder Impact

• Shareholders may view the sale of shares by a key executive, even under a 10b5-1 plan, with some concern, potentially impacting short-term stock sentiment.
• Employees participating in the employee stock purchase plan may see this as a routine transaction, but the overall executive selling activity could influence morale.

Next Steps

• The Reporting Person may be required to provide further information upon request from the SEC, the Issuer, or security holders regarding the specific prices of shares sold.

Key Dates

Recommendation

The filing reports routine insider transactions under a 10b5-1 plan and for tax withholding. While the sale of shares by a key executive can be a negative signal, the structured nature of the sale mitigates concerns about opportunistic insider trading. Without additional financial performance data or strategic updates, a 'hold' recommendation is appropriate, pending further information.

Keywords

Sprinklr, CXM, Form 4, Insider Trading, Rule 10b5-1, Stock Sale, Executive Compensation, Restricted Stock Units, Beneficial Ownership, Employee Stock Purchase Plan