Sprinklr, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Stock-Based Compensation

Stock-Based Compensation

6 Months Ended

Jul. 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.

The 2021 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSUs, performance-based stock units (“PSUs”), and other forms of awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates, as permitted by law.

In June 2021, the Company also adopted its ESPP, under which employees can 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.

Summary of Stock Option Activity

A summary of the Company’s stock option activity for the six months ended July 31, 2026 is as follows:


	Number of Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
	(in thousands)			(in years)
Outstanding as of January 31, 2026	13,918	$	6.68	4.1

Exercised	(302)	$	4.20
Forfeited	(217)	$	9.85
Expired	—	$	—
Outstanding as of July 31, 2026	13,399	$	6.69	3.6

Exercisable as of July 31, 2026	13,147	$	6.57	3.6
Vested and expected to vest as of July 31, 2026	13,399	$	6.69	3.6

Summary of Restricted Stock Unit Activity

A summary of the Company’s RSU activity for the six months ended July 31, 2026 is as follows:


	Number of RSUs	Weighted Average Grant Date Fair Value
	(in thousands)
Outstanding as of January 31, 2026	16,619	$	8.97
Granted	11,124	$	5.72
Vested	(4,680)	$	8.90
Cancelled/forfeited	(2,760)	$	8.61
Outstanding as of July 31, 2026	20,303	$	7.25

Summary of Performance-Based Stock Units Activity

A summary of the Company’s PSU activity for the six months ended July 31, 2026 is as follows:


	Number of PSUs	Weighted Average Grant Date Fair Value
	(in thousands)
Outstanding as of January 31, 2026	3,047	$	11.11
Granted	—	$	—
Vested	—	$	—
Cancelled/forfeited	(54)	$	13.42
Outstanding as of July 31, 2026	2,993	$	11.06

From November 2024 through November 2025, 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, certain 2025 PSUs also include an extended service period beyond the performance condition achievement dates for the shares to vest.

As of July 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. The compensation expense associated with the Market Condition PSUs is recognized based on the grant-date fair value calculation, regardless of the ultimate total shareholder return outcome.

Summary of Stock-Based Compensation Expense

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


	Three Months Ended July 31,				Six Months Ended July 31,
(in thousands)	2026		2025		2026		2025
Cost of revenue:
Subscription	$	388	$	223	$	736	$	488
Professional services	566		726		1,344		1,118
Research and development	4,046		4,204		8,220		8,090
Sales and marketing	4,485		6,124		9,282		12,419
General and administrative	10,926		10,027		20,830		19,603
Restructuring	—		—		—		866
Stock-based compensation, net of amounts capitalized	20,411		21,304		40,412		42,584
Capitalized stock-based compensation	799		388		1,505		1,305
Total stock-based compensation	$	21,210	$	21,692	$	41,917	$	43,889