SCHEDULE: Sprinklr Investor H&F Updates Stake, Warrants Expire

Hellman & Friedman's latest Schedule 13D amendment for Sprinklr, Inc. reveals an updated beneficial ownership percentage following the expiration of certain warrants, maintaining a significant voting stake.

Summary

• Hellman & Friedman (H&F) filed an Amendment No. 1 to its Schedule 13D for Sprinklr, Inc., amending and supplementing the initial statement filed on April 21, 2022.
• The amendment reflects the expiration of warrants to purchase 2,500,000 shares of Class B common stock held by H&F Splash Holdings IX, L.P. without exercise.
• H&F Splash Holdings IX directly holds 10,861,506 shares of Class A Common Stock and 55,589,960 shares of Class B Common Stock.
• The Reporting Persons beneficially own an aggregate of 66,451,466 shares of Class A Common Stock, representing approximately 33.1% of the outstanding Class A Common Stock.
• This beneficial ownership translates to 49.0% of the total voting power of all shares of Sprinklr's common stock voting together as a single class.
• The ownership percentages are calculated based on 145,436,454 Class A shares and 101,249,682 Class B shares outstanding as of November 30, 2025, as reported in Sprinklr's Form 10-Q filed on December 4, 2025.
• The directors of H&F Corporate Investors IX, Ltd. are updated to Philip U. Hammarskjold, David R. Tunnell, and Blake C. Kleinman.

Sentiment

Score: 5

Explanation: The filing is largely neutral, providing an update on beneficial ownership and the expiration of warrants. It doesn't contain significant positive or negative news regarding the company's operations or financial performance, but rather reflects a compliance update from a major shareholder.

Positives

• The expiration of warrants without exercise simplifies the ownership structure by removing potential dilution from those specific instruments.
• H&F maintains a substantial beneficial ownership of 33.1% of Class A Common Stock and 49.0% of total voting power, indicating continued significant influence and commitment.

Negatives

• The expiration of warrants without exercise means H&F did not increase its direct equity stake through those specific instruments.

Risks

• The percentage of voting power controlled by the Reporting Persons may increase and could exceed 50.0% of total voting power if they maintain their current holdings while other holders of Class B Common Stock convert their shares into Class A Common Stock, potentially shifting control dynamics.

Future Outlook

The Reporting Persons' voting power percentage may increase and could potentially exceed 50.0% of total voting power if they maintain their current holdings while other Class B Common Stock holders convert their shares into Class A Common Stock.

Industry Context

This filing is a routine update from a significant institutional investor, Hellman & Friedman, regarding its stake in Sprinklr, Inc. It reflects ongoing portfolio management and compliance with SEC disclosure requirements for substantial shareholders. The dual-class share structure (Class A and Class B) is common in technology companies, allowing founders and early investors to retain significant control despite public ownership.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The expiration of warrants without exercise means no immediate dilution from those specific instruments. The continued significant voting power of H&F (49.0%) indicates a stable, influential shareholder presence, which could be viewed positively for long-term strategic alignment but also means less control for other shareholders.
• Management: H&F's substantial voting power suggests they will continue to have a strong voice in strategic decisions and corporate direction.

Next Steps

• Other holders of Class B Common Stock may convert their shares into Class A Common Stock, which could impact the Reporting Persons' voting power.
• Each share of Class B Common Stock will automatically convert into Class A Common Stock upon certain transfers or following the final conversion date when Class B shares represent less than 5.0% of total outstanding common stock.

Key Dates

Recommendation

This Schedule 13D amendment primarily provides an update on an institutional investor's beneficial ownership and the expiration of warrants. It does not contain new financial performance data, strategic shifts, or material events that would fundamentally alter the investment thesis for Sprinklr. The significant, stable ownership by Hellman & Friedman suggests continued institutional confidence, but the filing itself offers no new catalysts for a 'buy' or 'sell' recommendation. Therefore, a 'hold' recommendation is appropriate, pending further operational or financial disclosures from Sprinklr.

Keywords

Sprinklr, Hellman & Friedman, Schedule 13D, Beneficial Ownership, Class A Common Stock, Class B Common Stock, Voting Power, Warrant Expiration, Institutional Investor, SEC Filing