[Form 4] Sprinklr, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Sprinklr, Inc. (CXM) – Form 4 filing dated 06/18/2025 reports insider activity by Chief Customer Officer Scott Michael Harvey.

• Transaction: On 06/16/2025, Harvey sold 13,964 Class A common shares at a weighted-average price of $8.17 (range $7.99-$8.25).
• Purpose: The sale was a mandatory “sell-to-cover” to satisfy statutory tax-withholding obligations triggered by restricted stock unit (RSU) vesting, as required under Sprinklr’s equity incentive plans.
• Post-transaction holdings: Harvey now beneficially owns 824,389 shares, including 2,286 shares acquired through the company’s ESPP on 06/13/2025.
• Form specifics: No derivative securities were transacted; ownership remains direct.

The transaction represents roughly 1.7% of Harvey’s total reported holdings and does not indicate a discretionary reduction in exposure. Such sell-to-cover trades are generally viewed as administrative rather than strategic.

Positive

• Insider retains a sizable stake of 824,389 shares, reinforcing alignment with shareholder interests.
• 2,286 shares were added through the employee stock purchase plan just prior to the reported sale, indicating continued participation in company equity programs.

Negative

• 13,964 shares were sold by a senior executive, which some investors may interpret as a short-term supply increase, even though it is non-discretionary.

Insights

Securities Analyst

TL;DR: Routine sell-to-cover; negligible impact on CXM valuation.

The 13,964-share sale (~$114k in proceeds) is minor versus Harvey’s remaining 824k-share stake and Sprinklr’s ~270 m Class A shares outstanding. Because the sale is mandated for tax withholding tied to RSU vesting, it neither signals insider sentiment nor materially alters float. Market impact is therefore neutral. Investors should note that Harvey’s large residual position aligns management incentives with shareholders.

Corporate Governance Expert

TL;DR: Administrative insider sale; governance posture unchanged.

Rule 10b5-1(c) language and the sell-to-cover rationale demonstrate compliance with Section 16 reporting and insider-trading safeguards. No red flags emerge regarding governance or potential information asymmetry. The inclusion of ESPP purchases underscores sustained employee participation. Overall governance impact is neutral and non-material.

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^*

Harvey Scott Michael

(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 CUSTOMER 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)		13,964	D	$8.17(2)	824,389(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 2,286 shares acquired under the Issuer's employee stock purchase plan on June 13, 2025.

	/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

Why did Sprinklr (CXM) Chief Customer Officer sell 13,964 shares?

The sale was a mandatory sell-to-cover to pay taxes on recently vested RSUs, not a discretionary divestment.

At what price were the CXM shares sold?

Shares were sold at a weighted-average price of $8.17, with trades executed between $7.99 and $8.25.

How many CXM shares does Scott Michael Harvey own after the sale?

Following the transaction, he beneficially owns 824,389 Class A shares.

Were any derivative securities involved in this Form 4 filing?

No. No options, warrants, or other derivatives were acquired or disposed of in this filing.

Does the insider sale signal negative sentiment toward Sprinklr stock?

The company notes the sale is administrative for tax withholding, so it does not necessarily reflect personal outlook on the stock.