CXM Form 4: General Counsel retains 504k shares after minor sale

Rhea-AI Filing Summary

Form 4 overview: Sprinklr, Inc. (ticker: CXM) disclosed that its General Counsel & Corporate Secretary, Jacob Scott, executed a single transaction on 06/16/2025 involving 6,458 Class A common shares.

Transaction details: The shares were sold (Transaction Code “S”) at a weighted-average price of $8.17, with individual trades falling between $7.99 and $8.25. The filing expressly states that the disposition was a mandatory “sell-to-cover” transaction used to satisfy statutory tax-withholding obligations triggered by the vesting of restricted stock units (RSUs). Accordingly, the sale was not discretionary under Rule 10b5-1.

Post-transaction ownership: After the sale, Scott continues to hold 504,086 shares directly. Relative to his revised holdings, the sale represents roughly 1.3 % of his position, indicating that the insider maintains a substantial long-term stake. The footnotes also confirm that the total includes shares purchased via the company’s Employee Stock Purchase Plan on 06/14/2024 (1,642 shares) and 06/13/2025 (1,820 shares).

Investor takeaway: Because the disposition was purely for tax-withholding purposes and involved a small fraction of the insider’s ownership, the filing is generally viewed as routine administrative activity rather than an indication of the executive’s view on Sprinklr’s valuation or prospects.

Positive

• Executive retains a sizeable 504,086-share stake after the sale, suggesting continued alignment with shareholder interests.
• Disposition was mandatory sell-to-cover, indicating the transaction was driven by tax compliance rather than negative sentiment.

Negative

• Insider selling—even if routine—can be perceived negatively by some investors who focus on any reduction in executive share ownership.

Insights

Financial Analyst

TL;DR: Routine tax sell-to-cover; minimal impact on insider ownership.

The Form 4 shows a nominal 6,458-share sale by Sprinklr’s General Counsel at a blended $8.17 to cover RSU tax withholding. Post-sale ownership remains a hefty 504k shares, signalling continuing alignment between management and shareholders. Given the mandatory nature and small size (≈1.3 % of holdings), the transaction is unlikely to influence market sentiment or imply negative fundamentals.

Corporate Governance Expert

TL;DR: Compliance-driven transaction, governance risk unchanged.

This filing demonstrates appropriate use of a sell-to-cover mechanism under Sprinklr’s equity plan. The executive fulfilled tax obligations without materially reducing exposure, and the disclosure meets Section 16 requirements. No red flags emerge regarding governance or insider confidence.

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^*

Scott Jacob

(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)
	GENERAL COUNSEL AND CORP. SEC.

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)		6,458	D	$8.17(2)	504,086(3)	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.

3. Includes 1,642 shares and 1,820 shares acquired under the Issuer's employee stock purchase plan on June 14, 2024 and June 13, 2025, respectively.

	/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 Jacob Scott sell on 06/16/2025?

He sold 6,458 Class A common shares.

What price did the CXM shares trade at in the insider sale?

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

Why did the Sprinklr insider sell shares?

The sale was a mandatory sell-to-cover to pay statutory taxes on vested RSUs—not a discretionary sale.

How many Sprinklr shares does Jacob Scott own after the transaction?

He directly owns 504,086 Class A common shares following the sale.

Does the Form 4 filing suggest any change in Sprinklr’s outlook?

The filing is routine and does not signal a change in company fundamentals; it is strictly a tax-related transaction.