Form 4: Sprinklr GC Sells Shares for Tax Obligations

Sprinklr's General Counsel, Jacob Scott, sold 9,942 shares of Class A Common Stock to cover tax withholding obligations related to restricted stock unit vesting.

Summary

• Jacob Scott, General Counsel and Corporate Secretary of Sprinklr, Inc. (CXM), reported a transaction on December 16, 2025.
• Scott disposed of 9,942 shares of Class A Common Stock at a weighted average price of $7.78 per share.
• The sale was a 'sell to cover' transaction, mandated by the Issuer's equity incentive plans to satisfy minimum statutory tax withholding obligations upon the vesting of restricted stock units, and was not a discretionary sale.
• The shares were sold in multiple transactions with prices ranging from $7.67 to $7.845.
• Following this transaction, Scott beneficially owns 426,388 shares of Class A Common Stock.
• The reported beneficial ownership includes 1,354 shares acquired under Sprinklr's employee stock purchase plan on December 15, 2025.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. While there's a reduction in shares, it's a non-discretionary sale for tax purposes, which is neutral. The acquisition of shares through the employee stock purchase plan adds a positive element, indicating continued insider investment.

Positives

• The sale of shares was non-discretionary, solely to cover statutory tax withholding obligations, indicating it was not a reflection of management's lack of confidence in the company.
• Jacob Scott acquired 1,354 shares through the company's employee stock purchase plan, demonstrating continued participation and investment in Sprinklr's equity.

Negatives

• The transaction resulted in a reduction of 9,942 shares from the General Counsel's direct beneficial ownership.

Future Outlook

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

Management Comments

• The sale represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of restricted stock units.
• This sale 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.

Industry Context

This is a routine insider transaction, common for executives receiving equity compensation, and does not provide specific insights into broader industry trends or competitive landscape beyond the company's standard compensation practices.

Stakeholder Impact

• Shareholders: The transaction is a routine 'sell to cover' for tax purposes, which typically has minimal impact on shareholder sentiment or the company's valuation. The acquisition of shares via ESPP shows continued insider alignment.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary 'sell to cover' transaction by an executive to satisfy tax obligations on RSU vesting, alongside a smaller acquisition via an employee stock purchase plan. Such transactions are common and generally do not indicate a change in the company's fundamental outlook or warrant a significant shift in investment strategy. Therefore, a 'hold' recommendation is appropriate, as this filing alone does not provide new information to alter an existing investment thesis.

Keywords

Sprinklr, CXM, Form 4, Insider Transaction, Stock Sale, Tax Withholding, Restricted Stock Units, Employee Stock Purchase Plan, Corporate Governance