Were Clearwater Analytics (CWAN) CFO’s share sales discretionary or under a plan?

The filing states part of the sale covered tax withholding obligations mandated by the issuer and not discretionary. It also notes the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 11, 2024, indicating pre-planned transactions.

Clearwater Analytics (CWAN) CFO exercises options and sells 18,700 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. Chief Financial Officer James S. Cox exercised stock options and completed related share dispositions. Cox exercised options to acquire 37,235 shares of Class A common stock at $4.40 per share, converting a derivative award into common shares. In connection with this exercise, 23,535 shares were withheld at a weighted average price around $23.32 to cover tax obligations, and 18,700 shares were sold in the open market at weighted average prices between $23.27 and $23.44.

The company indicates that the tax-related portion of the sale was mandated and not discretionary, and that the sale transactions were executed under a Rule 10b5-1 trading plan adopted on March 11, 2024. After these transactions, Cox directly holds 469,114 shares of Class A common stock.

Insights

CFO’s filing shows a routine option exercise with tax withholding and pre-planned share sales.

CFO James S. Cox exercised options for 37,235 shares of Clearwater Analytics Holdings Class A common stock at $4.40 per share, turning an existing derivative award into common equity. This is a standard compensation-related event rather than a new grant.

Of the shares tied to the exercise, 23,535 were withheld at about $23.32 to satisfy tax obligations and 18,700 were sold in the open market at weighted average prices between $23.27 and $23.44. A footnote states the tax-related component was mandated by the issuer and that the sales occurred under a Rule 10b5-1 trading plan adopted on March 11, 2024, which frames the activity as pre-planned portfolio and tax management.

Following these transactions, Cox directly owns 469,114 shares of Class A common stock. The mix of exercise, withholding, and planned sales, combined with the remaining stake size, suggests a routine liquidity and tax-management pattern rather than a wholesale change in exposure.

Insider Trade Summary

Net Seller: 18,700 shares ($436,355)

Net Sell 5 txns

Insider Cox James S

Role Chief Financial Officer

Sold 18,700 shs ($436K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	37,235	$0.00	--
Exercise	Class A Common Stock	37,235	$4.40	$164K
Tax Withholding	Class A Common Stock	23,535	$23.321	$549K
Sale	Class A Common Stock	13,700	$23.321	$319K
Sale	Class A Common Stock	5,000	$23.3715	$117K

Holdings After Transaction: Stock Option (Right to Buy) — 39,052 shares (Direct); Class A Common Stock — 511,349 shares (Direct)

Footnotes (1)

The sale reported on this Form 4 includes shares withheld to cover tax withholding obligations in connection with the exercise and settlement of stock options. The sale is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person. The sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2024. This transaction was executed in multiple trades at prices ranging from $23.27 USD to $23.44 USD; the price reported above reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $23.29 USD to $23.43 USD; the price reported above reflects the weighted average sale price. Vests 297,000 share(s) on 02-Nov-2020, 180,000 share(s) on 21-Jan-2020, 105,750 share(s) on 05-Mar-2021, 105,750 share(s) on 01-Jan-2022, 105,750 share(s) on 01-Jan-2023, 105,750 share(s) on 01-Jan-2024

Form 4 Insider Transactions: What Each Field Means →

03/17/2026 - 06:36 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
03/16/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/16/2026		M		37,235	A	$4.4	511,349	D
Class A Common Stock	03/16/2026		F		23,535⁽¹⁾	D	$23.321	487,814	D
Class A Common Stock	03/16/2026		S⁽²⁾		13,700	D	$23.321⁽³⁾	474,114	D
Class A Common Stock	03/16/2026		S		5,000	D	$23.3715⁽⁴⁾	469,114	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$4.4	03/16/2026		M			37,235	⁽⁵⁾	05/20/2029	Class A Common Stock	37,235	$0.00	39,052	D

Explanation of Responses:

1. The sale reported on this Form 4 includes shares withheld to cover tax withholding obligations in connection with the exercise and settlement of stock options. The sale is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person.

2. The sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2024.

3. This transaction was executed in multiple trades at prices ranging from $23.27 USD to $23.44 USD; the price reported above reflects the weighted average sale price.

4. This transaction was executed in multiple trades at prices ranging from $23.29 USD to $23.43 USD; the price reported above reflects the weighted average sale price.

5. Vests 297,000 share(s) on 02-Nov-2020, 180,000 share(s) on 21-Jan-2020, 105,750 share(s) on 05-Mar-2021, 105,750 share(s) on 01-Jan-2022, 105,750 share(s) on 01-Jan-2023, 105,750 share(s) on 01-Jan-2024

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Jim Cox	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Clearwater Analytics (CWAN) CFO James S. Cox report?

CFO James S. Cox reported exercising options for 37,235 Clearwater Analytics Class A shares at $4.40 per share. The filing also shows tax-related share withholding and open-market sales linked to that exercise, all on March 16, 2026, under a pre-established plan.

How many Clearwater Analytics (CWAN) shares did the CFO sell and at what prices?

James S. Cox sold 18,700 Clearwater Analytics Class A shares. Footnotes state trades were executed in multiple transactions at weighted average prices between about $23.27 and $23.44 per share, reflecting routine open-market sales connected to an option exercise.

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

After exercising options, tax withholding, and open-market sales, CFO James S. Cox directly holds 469,114 Clearwater Analytics Class A common shares. This post-transaction balance highlights that he retains a substantial equity stake in the company following the reported activity.

What stock options did Clearwater Analytics (CWAN) CFO exercise in this Form 4?

James S. Cox exercised a stock option covering 37,235 shares of Clearwater Analytics Class A common stock at an exercise price of $4.40 per share. The option had an expiration date of May 20, 2029, and the exercise converted it into common shares.

How many Clearwater Analytics (CWAN) shares were withheld for taxes in the CFO’s filing?

The filing shows 23,535 Class A shares were withheld at a weighted average price of about $23.32 per share. According to a footnote, these shares covered tax withholding obligations related to the option exercise and were mandated by the issuer.