Sprinklr (CXM) insider converts & sells 3M Class B→A shares; control unchanged
Rhea-AI Filing Summary
Sprinklr, Inc. (CXM) – Form 4 insider transaction report filed for Director Ragy Thomas on 18-Jun-2025.
- 06-16-2025: 32,768 Class A shares sold at a weighted-average price of $8.17. Footnote 1 clarifies the shares were automatically sold to satisfy statutory tax-withholding on RSU vesting.
- 06-17-2025: 3,000,000 Class B shares converted to Class A shares (transaction code “C”). No cash price is involved; each Class B share converts one-for-one into Class A (Footnote 3).
- 06-18-2025: 3,000,000 Class A shares sold at $7.94 per share.
After the reported transactions Mr. Thomas directly owns 974,286 Class A shares. He also retains substantial voting control through Class B holdings disclosed in Table II:
- Direct Class B: 26,353,296 shares (convertible one-for-one into Class A).
- Indirect Class B: 8,129,863 (2014 Family Trust), 13,106,677 (2017 Family Trust), 1,996,523 (2019 Family Trust), and 110,445 held by spouse.
Footnotes emphasize that Class B shares are freely convertible and automatically convert under specified conditions. The 32,768-share sale on 16-Jun was mandated by the issuer’s “sell-to-cover” tax policy, whereas the 3,000,000-share sale on 18-Jun appears discretionary.
Positive
- Founder retains significant alignment with shareholders via ownership of 26.4 M Class B shares and additional trust holdings, indicating continued long-term commitment.
- Administrative “sell-to-cover” transaction ensures compliance with tax obligations and does not reflect discretionary selling sentiment.
Negative
- Discretionary sale of 3,000,000 Class A shares at $7.94 represents a substantial cash exit (~US$24 M), potentially signaling reduced short-term confidence.
- Conversion of Class B to Class A marginally decreases founder voting power within the dual-class structure.
Insights
TL;DR: Founder sold 3 M shares after converting from Class B to A, but still controls >49 M Class B shares.
The filing shows a two-step transaction: Mr. Thomas converted 3 M Class B shares into Class A on 17-Jun-2025 and immediately disposed of the entire block at $7.94 the next day. While this represents a sizable cash sale (~US$23.8 M), his remaining direct and trust-held Class B position (approx. 49.6 M shares) preserves significant voting power. The initial 32,768-share sale on 16-Jun was administrative to cover RSU taxes and is not indicative of sentiment. From a liquidity-signal perspective, the discretionary disposal of 3 M shares is moderately negative as it reduces economic exposure by roughly 7% of his total convertible holdings, but the founder remains heavily invested.
TL;DR: Conversion and sale trim founder’s dual-class stake; governance control largely intact.
The conversion of Class B to Class A marginally lowers the super-voting share count yet does not materially change control dynamics because Mr. Thomas still owns >26 M Class B shares directly and >23 M indirectly. Investors should note that Class B automatically converts below a 5% threshold, but current holdings remain well above that level. The cash sale could increase public float and slightly dilute the founder’s voting percentage; nevertheless, governance structure remains dual-class dominated.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 3,000,000 | $7.94 | $23.82M |
| Conversion | Class B Common Stock | 3,000,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 3,000,000 | $0.00 | -- |
| Sale | Class A Common Stock | 32,768 | $8.17 | $268K |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. The securities are held by Thomas 2014 Family Trust (the "2014 Trust"). The Reporting Person is a trustee of the 2014 Trust. The securities are held by Thomas Family 2017 Irrevocable Trust (the "2017 Trust"). The Reporting Person is a trustee of the 2017 Trust. The securities are held by the 2019 Family Trust. The Reporting Person is a trustee of the 2019 Family Trust.
