Was the Clearwater Analytics (CWAN) CFO’s share sale discretionary?

No. The sale is described as mandated by the issuer’s election to satisfy tax withholding obligations through a “sell to cover” transaction and is stated as not a discretionary transaction by the reporting person.

Clearwater Analytics (CWAN) CFO Jim Cox discloses RSU vesting and tax sell-to-cover

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. CFO Jim Cox reported equity award activity and related share sales. On 12/31/2025, Restricted Stock Units (RSUs) covering 3,125 and 7,812 shares of Class A Common Stock vested and were converted into shares at an exercise price of $0.00. On the same date, 4,185 and 1,674 shares of Class A Common Stock were sold at $24.0836 per share to cover tax withholding obligations under a mandated “sell to cover” election, described as non-discretionary for the reporting person.

After these transactions, Cox beneficially owned 334,061 shares of Class A Common Stock directly. He also held 25,000 RSUs expiring on 02/28/2034 and 93,750 RSUs expiring on 02/13/2035. The RSUs vest in 6.25% increments at the end of each 3‑month period over four years following January 1, 2024 and January 1, 2025, respectively, with settlement within thirty days of each vesting date.

Insider Trade Summary

Net Seller: 5,859 shares ($141,106)

Net Sell 6 txns

Insider Cox James S

Role Chief Financial Officer

Sold 5,859 shs ($141K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,125	$0.00	--
Exercise	Restricted Stock Unit	7,812	$0.00	--
Exercise	Class A Common Stock	3,125	$0.00	--
Exercise	Class A Common Stock	7,812	$0.00	--
Sale	Class A Common Stock	4,185	$24.0836	$101K
Sale	Class A Common Stock	1,674	$24.0836	$40K

Holdings After Transaction: Restricted Stock Unit — 25,000 shares (Direct); Class A Common Stock — 332,108 shares (Direct)

Footnotes (1)

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

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Form 4 Insider Transactions: What Each Field Means →

01/05/2026 - 06:21 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)
12/31/2025

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	12/31/2025		M		3,125⁽¹⁾	A	$0.00	332,108	D
Class A Common Stock	12/31/2025		M		7,812⁽¹⁾	A	$0.00	339,920	D
Class A Common Stock	12/31/2025		S		4,185⁽²⁾	D	$24.0836	335,735	D
Class A Common Stock	12/31/2025		S		1,674⁽²⁾	D	$24.0836	334,061	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)
Restricted Stock Unit	$0.00	12/31/2025		M			3,125	⁽³⁾	02/28/2034	Class A Common Stock	3,125	$0.00	25,000	D
Restricted Stock Unit	$0.00	12/31/2025		M			7,812	⁽⁴⁾	02/13/2035	Class A Common Stock	7,812	$0.00	93,750	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. 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.

4. 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.

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Jim Cox	01/02/2026
	** 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 transaction did Clearwater Analytics (CWAN) report for CFO Jim Cox?

The CFO, Jim Cox, reported the vesting of Restricted Stock Units (RSUs) into Class A Common Stock on 12/31/2025 and related sales of some shares to cover tax withholding obligations.

How many Clearwater Analytics (CWAN) shares did the CFO acquire and sell on 12/31/2025?

RSUs for 3,125 and 7,812 shares vested into Class A Common Stock at $0.00 exercise price, and 4,185 and 1,674 shares were sold at $24.0836 per share to cover tax withholding.

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

After the reported transactions, Jim Cox beneficially owned 334,061 shares of Clearwater Analytics Holdings, Inc. Class A Common Stock directly.

What RSU awards does the Clearwater Analytics (CWAN) CFO still hold and how do they vest?

He holds 25,000 RSUs expiring on 02/28/2034 and 93,750 RSUs expiring on 02/13/2035. For each grant, 6.25% of the RSUs vest at the end of each 3‑month period for four years following January 1, 2024 and January 1, 2025, respectively, and settle within thirty days of each vesting date.

What is the role of Jim Cox at Clearwater Analytics (CWAN)?

Jim Cox is identified as an officer of Clearwater Analytics Holdings, Inc., serving as the company’s Chief Financial Officer.