Sprinklr, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-Based Compensation

Stock-Based Compensation

12 Months Ended

Jan. 31, 2026

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans

The Sprinklr, Inc. 2011 Equity Incentive Plan (the “2011 Plan”) provided certain equity grants to the Company’s employees, directors, consultants and service providers. The 2011 Plan was terminated as to future awards in June 2021 when the Sprinklr, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) became effective, although it continues to govern the terms of any equity grants that remain outstanding under the 2011 Plan.

Initially, the maximum number of shares of the Company’s Class A common stock that could be issued under the 2021 Plan was 80,401,680 shares, which included (i) 25,480,000 new shares of Class A common stock and (ii) shares subject to outstanding awards granted under the 2011 Plan that expire, terminate, are not issued or are otherwise reacquired by the Company under certain circumstances. The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase each January 1, beginning on January 1, 2022 and ending on (and including) January 1, 2031, by an amount equal to 5% of the number of the Company’s Class A and Class B common stock outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the Board. As of January 31, 2026, there were 30,694,959 shares available for grant under the 2021 Plan.

The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, PSUs and other forms of awards to employees, directors and consultants, including employees and consultants of the Company's affiliates, as permitted by law. Stock options and RSUs generally vest over a service period of four years, and stock options have a contractual term of 10 years. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. For executive employees, the forfeiture rate is zero, and for non-executive employees, the estimated forfeiture rate assumes that the likelihood that an award will be forfeited decreases through the passage of time.

Summary of PSU Activity

A summary of the Company’s PSU activity for the year ended January 31, 2026 is as follows:


	Number of PSUs	Weighted Average Grant Date Fair Value
	(in thousands)
Outstanding as of January 31, 2025	2,918	$	8.31
Granted	1,391	11.65
Cancelled/forfeited(1)	(1,262)	5.24
Outstanding as of January 31, 2026	3,047	$	11.11

(1) Includes 660,000 PSUs that were forfeited as the associated market conditions (discussed below) were not achieved.

In January 2021, the Company granted 3,100,000 PSUs to certain executives that vest over a five-year period if certain performance and market conditions are met (“2021 PSUs”). Each 2021 PSU is equal to and paid in one share of Class B common stock. The performance condition was met on June 22, 2021, the effective date of the Company’s registration statement, filed in connection with its initial public offering (“IPO”). The market condition required that, following the IPO, the volume weighted-average trading price of the Company’s Class A common stock equal or exceed predetermined threshold prices ranging from $30 to $100 for 45 consecutive trading days. On January 28, 2026, the five-year anniversary of the grant date, the market condition had not been met. Accordingly, the awards did not vest and were cancelled. Upon effectiveness of the Company’s registration statement on June 22, 2021, the Company recognized cumulative stock-based compensation expense for the 2021 PSUs based on the proportion of the requisite service period completed since the grant date. The remaining stock-based compensation expense was recognized over the subsequent remaining requisite service period. As of January 31, 2026, no 2021 PSUs were outstanding.

From November 2024 through January 2026, the Company granted 3,528,649 PSUs to its executives (the “2024 and 2025 PSUs”). Seventy-five percent of the 2024 and 2025 PSUs are associated with a market condition relating to total shareholder return (“Market Condition PSUs”), and twenty-five percent are associated with a performance condition based on the achievement of an internal metric calculated from revenue and non-GAAP operating income growth over an approximately three-year period (“Performance Condition PSUs”). Each of the Market Condition PSUs and Performance Condition PSUs will vest between zero and 200% depending on the achievement level of the respective market and performance conditions. If the market or performance conditions are not met by their respective achievement dates in fiscal year 2028, the associated awards will not vest and will be cancelled. In addition to the market and performance conditions discussed above, an extended service condition was included with certain PSUs granted in November 2025. Upon reaching the market and performance condition achievement dates in fiscal year 2028 discussed above, these PSUs require the employees to remain employed through December 2028 for the shares to vest.

As of January 31, 2026, it was deemed probable that the performance conditions associated with the 2024 and 2025 PSUs will be met by their respective achievement dates, such that 100% of the 2024 and 2025 PSUs will vest. As of January 31, 2026, the Company had 3,046,493 2024 and 2025 PSUs outstanding.

To determine the grant date fair value of Market Condition PSUs, the Company utilizes a Monte Carlo simulation. The inputs included in the valuations were as follows:


	Year Ended January 31,
	2026	2025
Volatility	47.8% - 50.8%	53.7%
Risk-free rate	3.59% - 4.22%	4.13%
Fair value of common stock at grant date	$7.28 - $9.14	$8.21
Dividend yield	—%	—%
Expected term	2.21 - 2.88 years	2.94 years
Fair value valuation	$10.36 - $14.84	$11.82

Former Chief Executive Officer Stock Option Agreement

In 2019, the Company granted stock options to purchase 9,274,528 shares of common stock to its then Chief Executive Officer, issued in four tranches with service‑, performance‑, and market‑based conditions. Tranche 1 (service‑based) vested in full by March 2022, tranche 2 vested in June 2021 upon the effectiveness of the Company’s registration statement, and tranche 3 vested in August 2021 upon the satisfaction of specified market conditions. Tranche 4 did not meet its market condition by the required date and was cancelled in May 2023. As of January 31, 2026, 6,955,896 options were fully vested and remain outstanding under this award. The award did not result in any additional vesting during the periods presented, and related stock‑based compensation expense was recognized in the periods in which the respective vesting conditions were satisfied.

Summary of Stock Option Activity

A summary of the Company’s stock option activity for the year ended January 31, 2026 was as follows:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in thousands)			(in years)	(in thousands)
Outstanding as of January 31, 2025	18,572	$	6.60	4.7	$	56,997
Exercised	(3,340)	$	4.58
Forfeited	(1,308)	$	10.85
Expired	(6)	$	1.79
Outstanding as of January 31, 2026	13,918	$	6.68	4.1	$	18,069

Exercisable as of January 31, 2026	13,477	$	6.48	4.0	$	18,069
Vested and expected to vest as of January 31, 2026	13,918	$	6.68	4.1	$	18,069


	Year Ended January 31,
(in thousands)	2026		2025		2024
Intrinsic value of options exercised	$	12,544	$	19,423	$	58,565
Estimated grant date fair value of options vested in the period	$	4,325	$	12,601	$	12,954

There were no options granted during the years ended January 31, 2026 and 2025. The weighted-average grant date fair value of options granted in the year ended January 31, 2024 was $7.56.

Determining Fair Value of Stock Options

The fair value of each option grant with service and performance conditions is estimated on the date of grant using the Black-Scholes option valuation model. The following assumptions were used to estimate the fair value of options granted to employees:

Year Ended January 31,

2026

2025

2024

Expected term (in years)

(a)

6.1

Risk-free interest rate

(a)

3.5%

Expected volatility

(a)

60%

Expected dividend yield

(a)

—%

Fair value of common stock

(a)

$12.85

(a) In fiscal years ended January 31, 2026 and 2025, no stock options were granted.

The assumptions were based on the following for each of the periods presented:

Expected term—The expected term represents the period that the Company’s stock-based awards were expected to be outstanding. As all of the Company’s option grants were considered to be “plain vanilla,” the Company determined the expected term using the simplified method. The simplified method calculates the expected term as the average of the time-to-vesting and contractual terms of the stock-based award.

Risk-free interest rate—The risk-free interest rate was based on U.S. Treasury zero coupon issues with remaining terms similar to the expected term on the options.

Expected volatility—Because the Company had limited trading history by which to determine the volatility of its own common stock price, the expected volatility used was derived from the historical stock volatilities of a representative industry peer group of comparable publicly listed companies over a period approximately equal to the expected term of the options.

Expected dividend rate—The Company has never declared or paid any cash dividends and did not anticipate paying cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model.

Fair value of common stock –The Company determined the fair value using the closing price, on the grant date, of the Company’s Class A common stock, which is publicly traded on the NYSE.

Summary of RSU Activity

A summary of the Company’s RSU activity for the year ended January 31, 2026 is as follows:


(in thousands, except per share data)	Number of RSUs	Weighted Average Grant Date Fair Value
Outstanding as of January 31, 2025	14,750	$	10.46
Granted	15,076	$	8.60
Released	(6,788)	$	10.40
Cancelled/forfeited	(6,419)	$	10.03
Outstanding as of January 31, 2026	16,619	$	8.97


	Year Ended January 31,
(in thousands)	2026		2025		2024
Fair value of RSUs released	$	54,283	$	34,949	$	41,987

In January 2021, the Company granted 300,000 RSUs with a performance condition. These RSUs were scheduled to vest over a five-year period, with 20% vesting after one year and the remainder vesting in equal quarterly installments over the succeeding four years, contingent on meeting a certain performance condition. The performance condition was satisfied in June 2021, at which time the Company began recognizing stock-based compensation expense for the award. Expense was recognized over the requisite service period completed since the grant date. The remaining stock-based compensation expense was recognized over the subsequent remaining requisite service period.

In November 2024, the Company granted its new Chief Executive Officer 2,137,500 RSUs. 1,425,000 of these RSUs vest over three years, with one-third of the total shares vesting after a one year cliff, and the remainder vesting quarterly thereafter. The remaining 712,500 RSUs vest over four years, with one-fourth of the total shares vesting after a one year cliff, and the remainder vesting quarterly thereafter.

Employee Stock Purchase Plan

In June 2021, the Company’s ESPP became effective. The ESPP initially reserved up to 5,100,000 shares of the Company’s Class A common stock to certain eligible employees or, as designated by the Board. The number of shares reserved for issuance under the ESPP automatically increases each January 1, beginning on January 1, 2022 and ending on (and including) January 1, 2031, by an amount equal to the lesser of (i) 1% of the outstanding number of shares of Class A and Class B common stock on the immediately preceding December 31 and (ii) 15,300,000, or such lesser number of shares as determined by the Board. The ESPP is intended to qualify as an ‘employee stock purchase plan’ under Section 423 of the Internal Revenue Code (“Code”) and also contains the necessary rights to permit participation by eligible employees who are foreign nationals or employed outside of the United States while complying with applicable foreign laws. The Company had 5,958,624 shares reserved for future issuance as of January 31, 2026.

Under the ESPP, employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the Class A common stock on (i) the first trading day of each offering period and (ii) the last trading day of each related offering period. The ESPP provides for consecutive offering periods that will typically have a duration of approximately 12 months in length and is comprised of two purchase periods of approximately six months in length. The offering periods are scheduled to start on the first trading day on or after June 15 and December 15 of each year, subject to a reset provision.

If the fair market value of the Company’s stock on the offering date is higher than the fair market value of the Company’s stock on the last day of any applicable purchase period, participants will be withdrawn from the ongoing offering period and automatically be enrolled in the subsequent offering period, resulting in modification accounting. Total incremental expense as a result of modifications was $0.2 million, $1.7 million and $0.2 million for fiscal years 2026, 2025 and 2024, respectively, which will be recognized over the relevant offering periods.

ESPP employee payroll contributions accrued as of January 31, 2026 and 2025 totaled $0.8 million and $1.0 million, respectively, and are included within accrued expenses and other current liabilities in the consolidated balance sheets. Employee payroll contributions ultimately used to purchase shares are reclassified to stockholders’ equity on the purchase date. The Company recorded stock-based compensation expense of $2.0 million, $3.0 million and $3.7 million during the years ended January 31, 2026, 2025 and 2024, respectively, in connection with the ESPP.

The fair value of ESPP Rights was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:


	Year Ended January 31,
	2026	2025	2024
Expected term (in years)	0.5 - 1.0	0.5 - 1.0	0.5 - 1.0
Risk-free interest rate	3.5% - 4.3%	4.2% - 5.3%	4.9% - 5.3%
Expected volatility	34.4% - 46.4%	39.5% - 54.3%	49.4% - 67.4%
Expected dividend yield	—%	—%	—%
Fair value of common stock	$7.85 - $8.21	$8.82 - $9.42	$11.48 - $14.58

Stock-Based Compensation Expense

Stock-based compensation expense included in operating results was allocated as follows:


	Year Ended January 31,
(in thousands)	2026		2025		2024
Costs of subscription	$	1,127	$	1,323	$	1,130
Costs of professional services	2,936		1,387		1,450
Research and development	16,843		11,404		11,566
Sales and marketing	24,536		21,331		24,477
General and administrative	38,126		24,072		17,134
Restructuring	866		—		—
Stock-based compensation, net of amounts capitalized	84,434		59,517		55,757
Capitalized stock-based compensation	2,800		2,538		2,473
Total stock-based compensation	$	87,234	$	62,055	$	58,230


	Year Ended January 31,
(in thousands)	2026		2025		2024
Equity classified awards	$	87,151	$	61,055	$	57,230
Other awards(1)	83		1,000		1,000
Total stock-based compensation	$	87,234	$	62,055	$	58,230


	Year Ended January 31,
(in thousands)	2026		2025		2024
Stock options	$	3,922	$	9,745	$	15,125
PSUs	10,567		1,617		(296)
RSUs	70,621		46,683		38,684
ESPP Rights	2,041		3,010		3,717
Total stock-based compensation	$	87,151	$	61,055	$	57,230

(1) Non-employee grant recorded over five years, representing the same period and in the same manner as if the grantor had paid cash for the services instead of paying with or using the share-based payment award.

As of January 31, 2026, total unrecognized compensation cost related to unvested awards not yet recognized under all equity compensation plans, was as follows:


	January 31, 2026
(in thousands)	Unrecognized Expense		Weighted Average Expense Recognition Period (in years)
Stock options	$	3,204	1.1
PSUs	$	22,012	2.0
RSUs	$	91,883	2.4
ESPP Rights	$	1,649	0.5