Sprinklr Form 4: Small tax sell-to-cover by CFO, ownership still high

Rhea-AI Filing Summary

Sprinklr, Inc. (CXM) filed a Form 4 disclosing that Chief Financial Officer Manish Sarin sold 35,744 Class A common shares on 16 June 2025 at a weighted-average price of $8.17.

The filing states the sale was an automatic “sell-to-cover” transaction required to satisfy statutory tax-withholding obligations arising from the vesting of restricted stock units, and therefore was not a discretionary sale. After the transaction, Sarin still owns 932,238 shares directly, indicating he retains more than 96 % of his pre-sale position. No derivative transactions were reported, and there were no indications of additional planned sales.

Because the disposition represents roughly 3–4 % of the executive’s holdings and is expressly linked to tax compliance, the filing is generally viewed as routine and non-material. Investors typically regard such sales as neutral to the investment thesis, although the disclosure does provide incremental transparency into insider ownership and confirms continued substantial alignment between the CFO and shareholders.

Insights

Corporate Governance Analyst

TL;DR: Routine tax-related sale; minimal signalling impact on CXM.

The Form 4 shows the CFO disposed of 35,744 shares—about 3.7 % of his direct stake—solely to meet withholding taxes on an RSU vesting. This mechanism is common among tech issuers and does not indicate a change in sentiment. Post-sale ownership of 932k shares preserves meaningful economic exposure, reinforcing alignment with long-term shareholders. The narrow price range ($7.99–$8.25) and modest dollar value suggest negligible market impact. Overall, I classify the disclosure as neutral; it neither strengthens nor weakens the investment case, but it does remove uncertainty about insider intent.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sarin Manish

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

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	06/16/2025		S(1)		35,744	D	$8.17(2)	932,238	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

Explanation of Responses:

1. 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.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.99 to $8.25 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.

	/s/ Jason Minio, Attorney-in-Fact	06/18/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Sprinklr (CXM) shares did CFO Manish Sarin sell?

35,744 Class A common shares were sold according to the Form 4.

What was the average sale price for the CXM shares?

The weighted-average price was $8.17, with trades executed between $7.99 and $8.25.

Why did the CFO sell these shares?

The sale was a mandated sell-to-cover transaction to fund statutory tax withholding on vested RSUs.

How many CXM shares does the CFO still own after the sale?

He continues to hold approximately 932,238 shares directly.

Is the insider sale considered material to investors?

Given the small percentage of holdings sold and its tax-related nature, the filing is generally viewed as not materially impactful.