Clearwater (CWAN) CFO Reports RSU Vesting and Sell-to-Cover Tax Sale
Rhea-AI Filing Summary
Insider transactions at Clearwater Analytics (CWAN): Jim S. Cox, the company’s Chief Financial Officer, had Restricted Stock Units vest on 09/30/2025 and received a total of 10,938 Class A common shares from two vesting events (3,125 and 7,813 shares). Following vesting, the reporting person sold 5,919 shares on the same date to cover tax-withholding obligations at an average price of $17.6772 per share, leaving 343,983 shares beneficially owned directly. The sales were described as mandatory "sell-to-cover" transactions required by the issuer and not discretionary trades by the reporting person.
Positive
- RSU vesting increased the CFO's direct ownership by 10,938 Class A shares, reflecting compensation realization
- Disclosure complies with Section 16 and clearly states that sales were mandated for tax withholding, not discretionary
Negative
- Sell-to-cover resulted in disposal of 5,919 shares, reducing the net incremental ownership from the vesting
- Reported sale price of $17.6772 for the withheld shares shows shares were sold into the market at that price
Insights
TL;DR: Routine executive RSU vesting with mandatory sell-to-cover tax sales; no discretionary trading reported, neutral for investors.
The Form 4 discloses standard compensation settlement activity: two RSU grants vested and settled into Class A common shares, increasing the CFO’s direct holdings before a simultaneous sell-to-cover action reduced those shares to satisfy tax obligations. The sale price reported was $17.6772 per share for 5,919 shares sold. This filing does not indicate stock option exercises, open-market purchases, or voluntary dispositions that would signal active trading by management. The nature and timing are consistent with scheduled compensation vesting and company withholding policy.
TL;DR: Compensation-related vesting and tax-withholding sale; disclosure aligns with Section 16 reporting requirements.
The statement shows required compliance with insider reporting rules and issuer-mandated tax withholding via sell-to-cover. Vesting schedules for the RSUs are specified: one tranche vests quarterly over four years starting 01/01/2024 and another starting 01/01/2025, with settlement within thirty days of vesting. The filing is procedural and provides transparency about ownership changes without revealing discretionary insider market timing, supporting governance transparency.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 3,125 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 7,813 | $0.00 | -- |
| Exercise | Class A Common Stock | 3,125 | $0.00 | -- |
| Exercise | Class A Common Stock | 7,813 | $0.00 | -- |
| Sale | Class A Common Stock | 4,228 | $17.6772 | $75K |
| Sale | Class A Common Stock | 1,691 | $17.6772 | $30K |
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.
