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

Securities Analyst

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.

Corporate Governance Specialist

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.

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^*

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)
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)		32,768	D	$8.17(2)	974,286	D
Class A Common Stock	06/17/2025		C		3,000,000	A	(3)	3,974,286	D
Class A Common Stock	06/18/2025		S		3,000,000	D	$7.94	974,286	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	(3)	06/17/2025		C			3,000,000	(3)	(3)	Class A Common Stock	3,000,000	$0	26,353,296	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	8,129,863		8,129,863	I	See footnote(4)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	13,106,677		13,106,677	I	See footnote(5)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	1,996,523		1,996,523	I	See footnote(6)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	110,445		110,445	I	By spouse

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.

3. 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.

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/ 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).
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FAQ

How many CXM shares did Ragy Thomas sell on 18-Jun-2025?

He sold 3,000,000 Class A shares at an average price of $7.94.

What was the purpose of the 32,768-share sale on 16-Jun-2025?

Footnote 1 states the shares were sold automatically to cover statutory tax withholding related to RSU vesting.

How many Class A shares does the insider still own directly after these transactions?

Mr. Thomas directly owns 974,286 Class A shares post-transactions.

How many Class B shares does Ragy Thomas control after the filing?

He holds 26,353,296 Class B shares directly and 23,343,508 Class B shares indirectly through family trusts and spouse.

What is the conversion ratio between CXM Class B and Class A shares?

Each Class B share is convertible one-for-one into a Class A share at any time.