Clearwater Analytics (CWAN) CFO logs RSU vesting and tax-related share sales

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. insider activity: the company’s Chief Financial Officer, Jim Cox, reported equity award vesting and related share sales dated 01/01/2026. He acquired 77,169 and 53,170 shares of Class A common stock at an exercise price of $0.00 per share upon the vesting of Restricted Stock Units (RSUs).

On the same date, he sold 35,220 and 28,489 Class A shares at a price of $24.0925 per share. The filing explains these sales were made to cover tax withholding obligations tied to the RSU vesting and were required under the company’s “sell to cover” election, not discretionary trades. After these transactions, he directly holds 400,691 Class A shares and 77,170 RSUs that continue to vest in 25% annual installments starting from 01-Jan-2023.

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

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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^*

Cox James S

(Last) (First) (Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE ID 83702

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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	01/01/2026		M		77,169(1)	A	$0.00	411,230	D
Class A Common Stock	01/01/2026		M		53,170(1)	A	$0.00	464,400	D
Class A Common Stock	01/01/2026		S		35,220(2)	D	$24.0925	429,180	D
Class A Common Stock	01/01/2026		S		28,489(2)	D	$24.0925	400,691	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
Restricted Stock Unit	$0.00	01/01/2026		M			53,170	(3)	01/01/2032	Class A Common Stock	53,170	$0.00	0.00	D
Restricted Stock Unit	$0.00	01/01/2026		M			77,169	(4)	01/01/2033	Class A Common Stock	77,169	$0.00	77,170	D

Explanation of Responses:

1. These shares represent shares acquired upon the vesting of Restricted Stock Units ("RSUs").

2. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

3. The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2022

4. The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2023

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Jim Cox	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Clearwater Analytics (CWAN) report for its CFO?

The Chief Financial Officer, Jim Cox, reported RSU vesting on 01/01/2026, acquiring 77,169 and 53,170 Class A shares at an exercise price of $0.00 per share.

How many Clearwater Analytics (CWAN) shares did the CFO sell in this Form 4?

On 01/01/2026, the CFO sold 35,220 and 28,489 Class A common shares at $24.0925 per share.

Why were shares of Clearwater Analytics (CWAN) sold by the CFO?

The filing states the sales represent shares sold to cover tax withholding obligations related to RSU vesting and were mandated under a “sell to cover” election, not discretionary trades.

How many Clearwater Analytics (CWAN) shares does the CFO own after these transactions?

Following the reported transactions, the CFO beneficially owns 400,691 shares of Class A common stock directly.

What RSU holdings remain for the Clearwater Analytics (CWAN) CFO after the filing?

After the 01/01/2026 vesting, the CFO holds 77,170 Restricted Stock Units, each representing a right to receive one Class A common share.

How do the Clearwater Analytics (CWAN) RSUs for the CFO vest over time?

The filing explains that the RSUs vest in 25% installments on each of the first four anniversaries of the vesting commencement dates beginning on 01-Jan-2022 and 01-Jan-2023, provided no earlier termination.

Is the Clearwater Analytics (CWAN) CFO a director or officer according to this filing?

The reporting person is identified as an officer, serving as Chief Financial Officer of Clearwater Analytics Holdings, Inc.