[Form 4] Clearwater Analytics Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. Chief Financial Officer James S. Cox reported several equity transactions in Class A common stock and stock options on January 15, 2026. He exercised stock options (transaction code M) to acquire multiple blocks of Class A shares at an exercise price of $4.40 per share, with related option positions reduced accordingly.

Some shares (transaction code F) were withheld and sold at prices around $24.14 per share to satisfy tax withholding obligations in connection with the option exercises, which the company mandates and which are not discretionary for Cox. Additional sales (transaction code S) of Class A common stock at weighted average prices near $24.14 were carried out under a Rule 10b5-1 trading plan adopted on March 11, 2024. Following these transactions, Cox directly beneficially owned 395,697 shares of Class A common stock and continued to hold stock options, including 110,788 derivative securities reported as beneficially owned after one of the option exercises.

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).

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)
01/15/2026

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	01/15/2026		M		3,499	A	$4.4	404,196(1)	D
Class A Common Stock	01/15/2026		M		18,486	A	$4.4	422,682	D
Class A Common Stock	01/15/2026		M		12,125	A	$4.4	434,807	D
Class A Common Stock	01/15/2026		F		2,094(2)	D	$24.14	432,713	D
Class A Common Stock	01/15/2026		F		7,255(2)	D	$24.1411	425,458	D
Class A Common Stock	01/15/2026		F		11,061(2)	D	$24.1417	414,397	D
Class A Common Stock	01/15/2026		S(3)		1,405	D	$24.14	412,992	D
Class A Common Stock	01/15/2026		S(3)		4,870	D	$24.1411(4)	408,122	D
Class A Common Stock	01/15/2026		S(3)		7,425	D	$24.1417(4)	400,697	D
Class A Common Stock	01/15/2026		S(3)		5,000	D	$24.1409(5)	395,697	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	01/15/2026		M			3,499	(6)	05/20/2029	Class A Common Stock	3,499	$0.00	141,399	D
Stock Option (Right to Buy)	$4.4	01/15/2026		M			18,486	(7)	05/20/2029	Class A Common Stock	18,486	$0.00	122,913	D
Stock Option (Right to Buy)	$4.4	01/15/2026		M			12,125	(7)	05/20/2029	Class A Common Stock	12,125	$0.00	110,788	D

Explanation of Responses:

1. The amount in Column 5 of Table I has been adjusted by 6 units to reflect the correct number of shares beneficially owned by the reporting person.

2. 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.

3. 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.

4. This transaction was executed in multiple trades at prices ranging from $24.11 USD to $24.18 USD; the price reported reflects the weighted average sale price.

5. This transaction was executed in multiple trades at prices ranging from $24.11 USD to $24.17 USD; the price reported reflects the weighted average sale price.

6. Vests 120,000 share(s) on 20-May-2020, 198,000 share(s) on 02-Nov-2020, 70,500 share(s) on 20-May-2021, 70,500 share(s) on 20-May-2022, 70,500 share(s) on 20-May-2023, 70,500 share(s) on 20-May-2024

7. 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	01/19/2026
	** 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.

FAQ

What did Clearwater Analytics (CWAN) CFO James S. Cox report on this Form 4?

The Form 4 reports that James S. Cox, Chief Financial Officer of Clearwater Analytics Holdings, Inc., exercised stock options on January 15, 2026 to acquire Class A common stock at $4.40 per share and executed related sales of Class A shares, including tax-withholding sales and planned sales under a Rule 10b5-1 trading plan.

How many Clearwater Analytics (CWAN) shares did the CFO own after the reported transactions?

After the reported transactions on January 15, 2026, Chief Financial Officer James S. Cox directly beneficially owned 395,697 shares of Clearwater Analytics Holdings, Inc. Class A common stock as shown in Column 5 of Table I.

Were any Clearwater Analytics (CWAN) shares sold by the CFO to cover taxes?

Yes. Footnote F2 states that the sales reported with transaction code F include shares withheld to cover tax withholding obligations related to the exercise and settlement of stock options, and that these sales are mandated by the issuer and do not represent discretionary transactions by James S. Cox.

Did the Clearwater Analytics (CWAN) CFO use a Rule 10b5-1 trading plan for any sales?

Yes. Footnote F3 explains that sales with transaction code S were effected pursuant to a Rule 10b5-1 trading plan adopted by James S. Cox on March 11, 2024, meaning those sales followed a pre-established trading plan.

What prices were reported for the Clearwater Analytics (CWAN) stock sales?

The reported Class A common stock sales on January 15, 2026 occurred at prices around $24.14 per share. Footnotes F4 and F5 note that certain transactions were executed in multiple trades at prices ranging from $24.11 USD to $24.18 USD and from $24.11 USD to $24.17 USD, with the Form 4 showing weighted average sale prices.

What happened to the Clearwater Analytics (CWAN) stock options held by the CFO?

On January 15, 2026, James S. Cox exercised several Stock Options (Right to Buy) with an exercise price of $4.40 per share, receiving Class A common stock and reducing the number of options reported as beneficially owned. After one reported option transaction, 110,788 derivative securities (stock options) remained beneficially owned directly.

Was there any correction to the Clearwater Analytics (CWAN) CFO’s reported shareholdings?

Yes. Footnote F1 states that the amount in Column 5 of Table I was adjusted by 6 units to reflect the correct number of shares beneficially owned by James S. Cox.