Sprinklr Form 4: CTO Amitabh Misra's tax-withholding share sale explained

Rhea-AI Filing Summary

Sprinklr, Inc. (CXM) – Form 4 filing, 18 Jun 2025. Chief Technology Officer Amitabh Misra reported a mandatory, tax-related sale of 35,710 Class A shares on 16 Jun 2025 (transaction code “S”). The weighted-average sale price was $8.17, with trades executed between $7.99 and $8.25. The sale was executed under the company’s “sell-to-cover” mechanism to satisfy statutory withholding on recently vested RSUs and is therefore non-discretionary. After the transaction, Misra still beneficially owns 602,970 shares, including 4,969 shares purchased through the ESPP on 13 Jun 2025, and continues to hold the shares directly. No derivative security activity was reported.

The filing signals neutral corporate governance implications: while insider sales can raise concern, the mandatory nature of this sale and the substantial remaining ownership help maintain management-shareholder alignment.

Positive

• Officer retains 602,970 shares, indicating continued alignment with shareholders.
• Sale was non-discretionary, triggered solely to cover tax obligations from RSU vesting.

Negative

• Insider sale could be perceived negatively by some investors despite its procedural nature.

Insights

Financial Analyst

TL;DR Insider sale is procedural for tax withholding; neutral valuation impact on CXM.

The 35,710-share sale represents roughly 5.6% of Misra’s post-sale holdings and stems from RSU vesting rather than discretionary profit-taking. The sizeable remaining stake of 602,970 shares suggests ongoing commitment to Sprinklr’s long-term prospects. Given the modest dollar value (~$0.29 million) relative to CXM’s daily trading volume and market cap, market impact should be minimal. Overall, this Form 4 is informational rather than fundamentally material to valuation.

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^*

Misra Amitabh

(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 Technology 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)		35,710	D	$8.17(2)	602,970(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 4,969 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

How many Sprinklr shares did CTO Amitabh Misra sell?

He sold 35,710 Class A shares on 16 Jun 2025.

At what price were the CXM shares sold?

The weighted-average price was $8.17, with a range of $7.99–$8.25.

Why did the Sprinklr CTO sell shares?

The sale covered statutory tax withholding on vested RSUs under a mandatory sell-to-cover arrangement.

How many CXM shares does the CTO still hold?

After the transaction he owns 602,970 shares directly.

Does this Form 4 indicate any option or warrant exercises?

No, no derivative security activity was reported in the filing.