Clearwater (NYSE: CWAN) CFO exercises options and sells 18,700 shares

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. Chief Financial Officer James S. Cox reported multiple equity transactions dated February 17, 2026. He exercised stock options that converted into shares of Class A common stock and then reported related dispositions.

The filing shows open-market or private-sale transactions totaling 18,700 shares of Class A common stock, executed at weighted-average prices in the $22–$23 range under a Rule 10b5-1 trading plan adopted on March 11, 2024. Additional shares were withheld and disposed of to satisfy exercise price and tax withholding obligations, which the company describes as mandated rather than discretionary.

After all exercises, sales, and tax-related dispositions, Cox directly held 390,697 shares of Clearwater Analytics Class A common stock.

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
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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).

X

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)
02/17/2026

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	02/17/2026		M		12,267	A	$4.4	407,964	D
Class A Common Stock	02/17/2026		M		18,703	A	$4.4	426,667	D
Class A Common Stock	02/17/2026		M		3,531	A	$4.4	430,198	D
Class A Common Stock	02/17/2026		S(1)		7,425	D	$22.9451(2)	422,773	D
Class A Common Stock	02/17/2026		S(1)		1,405	D	$23.17	421,368	D
Class A Common Stock	02/17/2026		S(1)		4,870	D	$22.9475(3)	416,498	D
Class A Common Stock	02/17/2026		F		11,278(4)	D	$22.9451	405,220	D
Class A Common Stock	02/17/2026		F		2,126(4)	D	$23.17	403,094	D
Class A Common Stock	02/17/2026		F		7,397(4)	D	$22.9475	395,697	D
Class A Common Stock	02/17/2026		S(1)		5,000	D	$22.9458(3)	390,697	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
Stock Option (Right to Buy)	$4.4	02/17/2026		M			18,703	(5)	05/20/2029	Class A Common Stock	18,703	$0.00	92,085	D
Stock Option (Right to Buy)	$4.4	02/17/2026		M			12,267	(5)	05/20/2029	Class A Common Stock	12,267	$0.00	79,818	D
Stock Option (Right to Buy)	$4.4	02/17/2026		M			3,531	(5)	05/20/2029	Class A Common Stock	3,531	$0.00	76,287	D

Explanation of Responses:

1. 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.

2. This transaction was executed in multiple trades at prices ranging from $22.64 USD to $23.19 USD; the price reported reflects the weighted average sale price.

3. This transaction was executed in multiple trades at prices ranging from $22.65 USD to $23.21 USD; the price reported above reflects the weighted average sale price.

4. 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.

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	02/18/2026
	** 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).
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FAQ

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

Clearwater’s CFO James S. Cox exercised stock options and reported related stock sales and tax-withholding dispositions on February 17, 2026. These moves converted options into Class A shares, followed by both open-market sales and company-mandated share withholding for tax and exercise obligations.

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

The Form 4 reports that Clearwater CFO James S. Cox sold 18,700 shares of Class A common stock. These sales occurred in multiple trades at weighted-average prices around the low-$20s per share, as detailed in the transaction footnotes and summary data.

Were Clearwater Analytics (CWAN) CFO stock sales under a 10b5-1 plan?

Yes. The filing states the sales were effected under a Rule 10b5-1 trading plan adopted on March 11, 2024. Such plans pre-schedule trades, helping separate personal trading decisions from later information the executive may receive about the company.

Did Clearwater Analytics (CWAN) CFO transactions include tax-withholding share dispositions?

Yes. Footnotes explain that some reported share dispositions were used to cover exercise price and tax withholding obligations. The company notes these withholding-related sales were mandated by the issuer and did not represent discretionary trading decisions by the CFO.

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

After the option exercises, open-market sales, and tax-withholding dispositions, the Form 4 reports that James S. Cox directly owns 390,697 shares of Clearwater Analytics Class A common stock. This figure reflects his direct holding immediately following the reported transactions.

What types of securities were involved in the Clearwater Analytics (CWAN) CFO Form 4?

The Form 4 shows transactions in stock options (rights to buy) and the underlying Class A common stock. Options were exercised, converting into common shares, which then became subject to open-market sales and company-directed dispositions for taxes and exercise costs.