Sprinklr (CXM) risk factors, FY2026 10-K

Sprinklr's FY2026 10-K, filed Mar 19, 2026, lists 44 risk factors in 7 groups. Against the prior year's 48: 2 new, 6 dropped, 9 substantially reworded.

Risk factors listed
447 groups
New this year
2vs 48 last year
Dropped
6since the prior 10-K
Substantially reworded
9of those kept
Section length
30k wordsItem 1A

What the changes say

  • Sprinklr added tax and share repurchase risks while expanding disclosures on AI agentic systems and geopolitical conflicts.

What changed since the prior 10-K

New

  • NewRisks Related to Tax and Accounting Matters

    Uncertainties in the interpretation and application of existing, new and proposed tax laws and regulations could materially affect our tax obligations and effective tax rate

    Future tax law changes, including the Inflation Reduction Act's 15 percent minimum tax and one percent stock repurchase excise tax, could increase our tax obligations.

  • NewRisks Related to Being a Public Company, Ownership of Our Class A Common Stock and Other General Risks

    We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our common stock and could diminish our cash reserves

    Our $200 million share repurchase program through March 15, 2027, may not be fully consummated and could increase stock price volatility while reducing cash reserves.

Dropped

  • DroppedRisks Related to Our Intellectual Property

    of Oregon’s Uniform Trade Secrets Act, among other claims, and, on March 1, 2022, the court dismissed those claims with prejudice. We and Opal finalized the settlement on March 15, 2022, and it was paid on March 30, 2022

  • DroppedRisks Related to Privacy, Information Technology and Cybersecurity

    reputation, require us to pay significant penalties or fines or subject us to litigation, claims or other disputes, any of which could have an adverse effect on our business, results of operations and financial condition

  • DroppedRisks Related to Privacy, Information Technology and Cybersecurity

    result in penalties ranging from $5,000 to $100,000 per month by credit card companies, litigation, damage to our reputation, and revenue losses

  • DroppedRisks Related to Privacy, Information Technology and Cybersecurity

    In the ordinary course of our business, we process confidential information. Use of our Unified-CXM platform also involves processing our customers’ information, including personal data regarding their customers, employees or other individuals

  • DroppedRisks Related to Tax and Accounting Matters

    Changes in, or interpretations of, tax rules and regulations may adversely affect our effective tax rates

  • DroppedRisks Related to Being a Public Company, Ownership of Our Class A Common Stock and Other General Risks

    provision will not apply to any causes of action arising under the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction

Reworded

  • 87% rewrittenRisks Related to Our Intellectual Property

    We may face claims by third parties alleging infringement, misappropriation or other violation of their intellectual property, trade secrets or proprietary rights

    Clarified third-party intellectual property and trade secret infringement claims regarding the Unified-CXM platform with minimal wording updates.

  • 83% rewrittenRisks Related to Privacy, Information Technology and Cybersecurity

    Interruptions in availability or suboptimal performance associated with our technology and infrastructure may adversely affect our business, results of operations and financial condition

    Added internal corporate governance as a control mechanism for maintaining technology infrastructure availability and disaster recovery.

  • 76% rewrittenRisks Related to Privacy, Information Technology and Cybersecurity

    Moreover, we have been certified or assessed to be compliant with certain privacy and security standards or requirements. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our solutions to certain customers and could harm our business

    Retained privacy certification compliance risks with minor stylistic adjustments.

  • 55% rewrittenRisks Related to Being a Public Company, Ownership of Our Class A Common Stock and Other General Risks

    Unstable market and economic conditions and catastrophic events may have serious adverse consequences on our business, financial condition and share price

    Added specific references to the Russia-Ukraine war and the 2026 Iran conflict as sources of global market volatility and supply chain disruption.

  • 53% rewrittenRisks Related to Being a Public Company, Ownership of Our Class A Common Stock and Other General Risks

    Our directors, executive officers, major stockholders and their respective affiliates are able to exert significant control over us, which limits your ability to influence the outcome of important transactions, including a change of control

    Updated insider voting control figures for January 31, 2026, showing insiders beneficially owned 99.0 percent of Class B stock and 87.7 percent of voting power.

    Was: Our directors, executive officers and their respective affiliates are able to exert significant control over us, which limits your ability to influence the outcome of important transactions, including a change of control

  • 38% rewrittenRisks Related to Our Business and Industry

    We use AI in our products and operations, including agentic AI, which may result in operational challenges, legal liability, reputational concerns and competitive risks

    Expanded AI risks to include agentic AI systems operating with limited human intervention and requiring access to internal systems and customer data.

    Was: We use artificial intelligence in our products and operations, which may result in operational challenges, legal liability, reputational concerns and competitive risks

  • 36% rewrittenRisks Related to Our Business and Industry

    We rely on third-party data centers and cloud computing providers, and any interruption or delay in service from these facilities could impair the delivery of our Unified-CXM platform and harm our business

    Removed references to electricity dependence and AI-enhanced attacks for third-party data centers, changing some facilities description from may be to are located in prone areas.

  • 27% rewrittenRisks Related to Being a Public Company, Ownership of Our Class A Common Stock and Other General Risks

    Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our Class A common stock

    Retained Delaware anti-takeover provisions and classified board structure risks with minor phrasing refinements.

  • 22% rewrittenRisks Related to Our Business and Industry

    We recognize revenue over the term of our customers’ contracts. Consequently, increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern

All 44 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Summary of Selected Risk Factors Associated with Our Business

Risks Related to Our Growth

  1. 02Our recent growth may not be indicative of our future growth. Our growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful
  2. 03We have incurred significant net losses in the past and we may not be able to generate sufficient revenue to achieve and maintain profitability
  3. 04If we fail to effectively manage our growth and organizational change, our business and results of operations could be harmed

Risks Related to Our Business and Industry

  1. 05Our actual operating results may differ significantly from any guidance provided
  2. 06Our results of operations and financial metrics may be difficult to predict. As a result, we may fail to meet or exceed the expectations of investors or securities analysts, which could cause our stock price to decline
  3. 07Any failure of our Unified-CXM platform to satisfy customer demands, achieve increased market acceptance or adapt to changing market dynamics would adversely affect our business, results of operations, financial condition and growth prospects
  4. 08The market for Unified-CXM solutions is rapidly evolving, and if this market develops more slowly than we expect or declines, develops in a way that we do not expect, or if we do not compete effectively, our business could be adversely affected
  5. 09Our business depends on our customers renewing their subscriptions and on us expanding our sales to existing customers. Any decline in our customer renewals or expansion would harm our business, results of operations and financial condition
  6. 10We recognize revenue over the term of our customers’ contracts. Consequently, increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern22% rewritten
  7. 11The failure to attract and retain qualified talent could prevent us from successfully executing our business strategy
  8. 12We rely on third-party data centers and cloud computing providers, and any interruption or delay in service from these facilities could impair the delivery of our Unified-CXM platform and harm our business36% rewritten
  9. 13If we are not able to effectively develop platform enhancements, introduce new products or keep pace with technological developments, our business, results of operations and financial condition could be adversely affected
  10. 14We use AI in our products and operations, including agentic AI, which may result in operational challenges, legal liability, reputational concerns and competitive risks38% rewritten
  11. 15Our business and growth depend in part on the success of our strategic relationships with third parties, as well as on the continued availability and quality of feedback data from third parties over whom we do not have control
  12. 16We invest significantly in research and development, and, to the extent that our research and development investments do not translate into new solutions or material enhancements to our current solutions or we do not use those investments efficiently, our business and results of operations would be harmed
  13. 17If we are unable to develop and maintain successful relationships with channel partners, our business, results of operations, and financial condition could be adversely affected
  14. 18If we are not able to maintain and enhance our brand, our business, results of operations and financial condition may be adversely affected
  15. 19We may acquire or invest in companies, which may divert our management’s attention and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions
  16. 20Our international sales and operations, including our planned business development activities outside of the United States, subject us to additional risks and challenges that can adversely affect our business, results of operations and financial condition
  17. 21We face exposure to foreign currency exchange rate fluctuations, and if foreign currency exchange rates fluctuate substantially in the future, our results of operations and financial condition, which are reported in U.S. dollars, could be adversely affected

Risks Related to Our Intellectual Property

  1. 22Our Unified-CXM platform utilizes open source software, which may subject us to litigation, require us to re-engineer our Unified-CXM platform or otherwise divert resources away from our development efforts
  2. 23Any failure to obtain, maintain, protect, defend or enforce our intellectual property rights could impair our ability to protect our proprietary technology and our brand and adversely affect our business, financial condition and results of operations
  3. 24We may face claims by third parties alleging infringement, misappropriation or other violation of their intellectual property, trade secrets or proprietary rights87% rewritten
  4. 25Indemnity and other provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses

Risks Related to Litigation, Regulatory Compliance and Governmental Matters

  1. 26Our business and operations could be negatively affected by any pending or future securities litigation or stockholder activism
  2. 27We are subject to governmental export and import controls and economic sanctions laws and regulations that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws
  3. 28Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences
  4. 29Our business could be adversely affected by changes in laws and regulations related to the Internet or changes in access to the Internet generally
  5. 30Our business could be adversely impacted by laws and regulations related to the telecommunications industry

Risks Related to Privacy, Information Technology and Cybersecurity

  1. 31Interruptions in availability or suboptimal performance associated with our technology and infrastructure may adversely affect our business, results of operations and financial condition83% rewritten
  2. 32Moreover, we have been certified or assessed to be compliant with certain privacy and security standards or requirements. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our solutions to certain customers and could harm our business76% rewritten
  3. 33We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims

Risks Related to Tax and Accounting Matters

  1. 34Our results of operations may be harmed if we are required to collect sales, value-added, goods and services or other similar taxes for subscriptions to our products and services in jurisdictions in which we have not historically done so
  2. 35Our international operations subject us to potentially adverse tax consequences
  3. 36Uncertainties in the interpretation and application of existing, new and proposed tax laws and regulations could materially affect our tax obligations and effective tax rateNew
  4. 37Our ability to use our net operating losses and other tax assets to offset future taxable income or tax liability could be subject to certain limitations

Risks Related to Being a Public Company, Ownership of Our Class A Common Stock and Other General Risks

  1. 38Our stock price may be volatile, and the value of our Class A common stock may decline
  2. 39The dual class structure of our common stock as contained in our amended and restated certificate of incorporation has the effect of concentrating voting control with our executive officers and directors and their affiliates, limiting your ability to influence corporate matters
  3. 40Our directors, executive officers, major stockholders and their respective affiliates are able to exert significant control over us, which limits your ability to influence the outcome of important transactions, including a change of control53% rewritten
  4. 41We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value. Share repurchases could also increase the volatility of the trading price of our common stock and could diminish our cash reservesNew
  5. 42If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
  6. 43Unstable market and economic conditions and catastrophic events may have serious adverse consequences on our business, financial condition and share price55% rewritten
  7. 44Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the market price of our Class A common stock27% rewritten

Other Sprinklr 10-Ks

  • FY2025 10-K risk factors
    48 risks

    Sprinklr faces substantial risks related to revenue growth sustainability, international operations, and strict data privacy regulations across global markets.

    Filed Mar 21, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.