CWAN CFO logs RSU vesting and tax-related share sales
Clearwater Analytics Holdings, Inc. Chief Financial Officer James S. Cox reported compensation-related equity activity involving Restricted Stock Units on March 31, 2026.
Rhea-AI Filing Summary
Clearwater Analytics Holdings, Inc. Chief Financial Officer James S. Cox reported compensation-related equity activity involving Restricted Stock Units on March 31, 2026. He exercised RSU-derived derivative positions to acquire 37,936 shares of Class A Common Stock at an exercise price of $0.00 per share, reflecting vesting of previously granted awards.
On the same date, Cox sold 21,631 shares of Class A Common Stock at an average price of $23.7995 per share. A footnote explains these sales were made to cover tax withholding obligations in connection with RSU vesting under a mandated “sell to cover” arrangement and are not discretionary trades. Following these transactions, Cox directly held 485,419 shares of Class A Common Stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Exercise and sale activity reported; no spread calculated
Exercise and Sale
9 txns
Insider
Cox James S
Role
Chief Financial Officer
Sold
21,631 shs ($515K)
Approx. gross sale proceeds
$515K
Approx. exercise cost
$0.00
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 3,125 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 7,813 | $0.00 | $0.00 |
| Exercise | Restricted Stock Unit | 26,998 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 3,125 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 7,813 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 26,998 | $0.00 | $0.00 |
| Sale | Class A Common Stock | 1,783 | $23.7995 | $42K |
| Sale | Class A Common Stock | 4,456 | $23.7995 | $106K |
| Sale | Class A Common Stock | 15,392 | $23.7995 | $366K |
Holdings After Transaction:
Restricted Stock Unit — 296,796 contracts (Direct);
Class A Common Stock — 485,419 shares (Direct)
Footnotes (5)
- F1. These shares represent shares acquired upon the vesting of Restricted Stock Units ("RSUs").
- F2. 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.
- F3. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2024, and will settle within thirty days of the applicable vesting date.
- F4. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2025, and will settle within thirty days of the applicable vesting date.
- F5. 12.5% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 2 years following January 1, 2026, and will settle within thirty days of the applicable vesting date.
Key Figures
RSU shares acquired: 37,936 shares
Shares sold for taxes: 21,631 shares
Sale price: $23.7995 per share
+4 more
7 metrics
RSU shares acquired
37,936 shares
Shares acquired via RSU exercise/settlement on March 31, 2026
Shares sold for taxes
21,631 shares
Class A Common Stock sold to cover tax withholding
Sale price
$23.7995 per share
Average price for Class A Common Stock sales on March 31, 2026
Post-transaction holdings
485,419 shares
Class A Common Stock directly held after March 31, 2026 transactions
RSU vesting 2024 grant
6.25% per 3-month period
Vesting schedule for RSUs following January 1, 2024
RSU vesting 2025 grant
6.25% per 3-month period
Vesting schedule for RSUs following January 1, 2025
RSU vesting 2026 grant
12.5% per 3-month period
Vesting schedule for RSUs following January 1, 2026
Key Terms
Restricted Stock Unit, sell to cover, tax withholding obligations, vesting and settlement, +1 more
5 terms
Restricted Stock Unit financial
"These shares represent shares acquired upon the vesting of Restricted Stock Units ("RSUs")."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
sell to cover financial
"funded by a "sell to cover" transaction and does not represent a discretionary transaction"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting"
vesting and settlement financial
"in connection with the vesting and settlement of Restricted Stock Units"
Exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
FAQ
What did Clearwater Analytics (CWAN) CFO James S. Cox report on this Form 4?
CFO James S. Cox reported RSU-related equity activity on March 31, 2026. He acquired Class A Common Stock from vested Restricted Stock Units and sold a portion of those shares solely to satisfy tax withholding obligations under a mandated “sell to cover” arrangement.
Were the Clearwater Analytics (CWAN) CFO’s stock sales discretionary trades?
No. A footnote states the reported sales were mandated to fund tax withholding obligations tied to RSU vesting. The issuer required these obligations to be met via a “sell to cover” transaction, so the trades do not represent discretionary selling decisions.
What are the vesting terms of the Clearwater Analytics (CWAN) CFO’s Restricted Stock Units?
The RSUs vest in scheduled quarterly installments. Footnotes describe 6.25% vesting every three months over four years starting January 1, 2024 and January 1, 2025, and 12.5% vesting every three months over two years starting January 1, 2026, with settlement within thirty days.
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