Sprinklr (NYSE: CXM) director logs small tax-related share sale and conversions

Rhea-AI Filing Summary

Sprinklr, Inc. director Thomas Ragy reported a small share sale tied to tax withholding. On January 29, 2026, he converted 1,054 shares of Class B Common Stock into the same number of Class A Common Stock at a conversion price of $0. He then sold 1,054 Class A shares at a weighted average price of about $6.35, a sale the company describes as a mandatory “sell to cover” transaction to satisfy statutory tax withholding on vested restricted stock units, not a discretionary sale. After these transactions, he directly holds 712,349 Class A shares and 20,557,511 Class B shares. He also has indirect interests in Class B shares held through several family trusts that are convertible into 8,129,863, 13,106,677, and 1,996,523 Class A shares, plus 110,445 Class A shares held by his spouse.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Thomas Ragy

(Last) (First) (Middle)

C/O SPRINKLR, INC.

441 9TH AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sprinklr, Inc. [ CXM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/29/2026		C		1,054	A	(1)	713,403	D
Class A Common Stock	01/29/2026		S(2)		1,054	D	$6.35(3)	712,349	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	01/29/2026		C			1,054	(1)	(1)	Class A Common Stock	1,054	$0	20,557,511	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	8,129,863		8,129,863	I	See footnote(4)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	13,106,677		13,106,677	I	See footnote(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	1,996,523		1,996,523	I	See footnote(6)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	110,445		110,445	I	By spouse

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. Each share of Class B Common Stock will convert automatically into shares of Class A common stock, on a one-to-one basis, upon the following: (1) the sale or transfer of such share of Class B Common Stock, subject to certain exceptions specified in the Issuer's amended and restated certificate of incorporation; (2) the death of the Reporting Person; and (3) the final conversion date, defined as the first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 5.0% of the Issuer's then-outstanding Class A and Class B Common Stock to certain timing criteria. If the Reporting Person is terminated for cause, each share of Class B common stock will automatically convert to Class A Common Stock.

2. Represents the number of shares required to be sold to cover the statutory tax withholding obligations in connection with the vesting of the 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.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.3513 to $6.355 inclusive. 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 range set forth in this footnote.

4. The securities are held by Thomas 2014 Family Trust (the "2014 Trust"). The Reporting Person is a trustee of the 2014 Trust.

5. The securities are held by Thomas Family 2017 Irrevocable Trust (the "2017 Trust"). The Reporting Person is a trustee of the 2017 Trust.

6. The securities are held by the 2019 Family Trust. The Reporting Person is a trustee of the 2019 Family Trust.

	/s/ Laura Acton, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Sprinklr (CXM) director Thomas Ragy report?

Thomas Ragy reported converting and selling 1,054 Sprinklr Class A shares. He converted 1,054 Class B shares into Class A, then sold 1,054 Class A shares in a transaction designated to cover statutory tax withholding on vested restricted stock units.

Why did Thomas Ragy sell Sprinklr (CXM) shares at around $6.35?

The 1,054-share sale was to cover tax withholding. The filing states the sale was mandated under Sprinklr’s equity incentive plans as a “sell to cover” for statutory tax obligations, not a discretionary decision to reduce his investment.

How many Sprinklr (CXM) shares does Thomas Ragy own after this Form 4?

After the transactions, Ragy directly holds 712,349 Class A shares. He also directly holds 20,557,511 Class B shares and has indirect interests via family trusts and his spouse in additional Class B shares convertible into millions of Class A shares.

What is the difference between Sprinklr Class A and Class B shares in this filing?

Class B shares are convertible into Class A on a one-to-one basis. The filing explains each Class B share can convert into one Class A share at Ragy’s option and will also automatically convert upon certain events described in Sprinklr’s charter.

How are Sprinklr (CXM) family trust holdings reported for Thomas Ragy?

Several large positions are held through family trusts. The Form 4 notes Class B shares held by the 2014 Family Trust, 2017 Irrevocable Trust, and 2019 Family Trust, where Ragy serves as trustee, with each position convertible into specified amounts of Class A shares.

What share price range applied to Thomas Ragy’s Sprinklr (CXM) sale?

The reported sale used a weighted average price of $6.35 per share. Footnotes state individual trades occurred between $6.3513 and $6.355, and detailed trade data is available to Sprinklr, its shareholders, or SEC staff upon request.