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Clearwater (CWAN) CFO Executes Option Exercises and 10b5-1 Sales on 09/15/2025

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. (CWAN) Chief Financial Officer James S. Cox reported multiple transactions on 09/15/2025, including exercises of previously granted stock options and several share sales. The Form 4 shows two option exercises at a $4.40 exercise price for 12,782 and 3,675 shares, and multiple dispositions totaling 12,275 shares sold at weighted-average prices around $19.48–$19.71 per share. Following these transactions, the reporting person beneficially owned 338,964 Class A shares. Two of the sales were made pursuant to a Rule 10b5-1 trading plan and certain shares were withheld by the issuer to satisfy tax withholding obligations related to option exercises.

Positive

  • Transactions disclosed transparently on Form 4 with detailed explanation of withholding and 10b5-1 plan adherence
  • Use of a Rule 10b5-1 trading plan (adopted March 11, 2024) indicates pre-planned, compliant sales rather than opportunistic trades
  • Option exercises documented with exercise price ($4.40) and vesting schedule provided

Negative

  • Decrease in beneficial ownership from prior holdings to 338,964 Class A shares following the reported transactions
  • Material share disposals totaling 12,275 shares sold on 09/15/2025, which reduces insider stake

Insights

TL;DR: Insider exercised options and sold shares under a 10b5-1 plan; ownership decreased but transactions appear procedural and planned.

The Form 4 documents option exercises at $4.40 and concurrent sales executed on 09/15/2025. Sales include shares withheld for tax in connection with exercises and dispositions under a pre-established Rule 10b5-1 plan adopted March 11, 2024. The weighted-average sale prices reported ranged roughly from $19.35 to $19.70, and the reporting person’s beneficial ownership after transactions was 338,964 Class A shares. From a market-impact perspective, these are scheduled, compliance-driven transactions rather than ad hoc insider sales; they reduce the insider’s stake but do not on their face indicate unplanned disposition.

TL;DR: Transactions comply with issuer-mandated withholding and a documented 10b5-1 plan, reflecting governance and compliance procedures.

The filing explicitly states that share withholding satisfied tax obligations tied to option settlement and that some sales were effected under a Rule 10b5-1 plan. The Form 4 is signed by an attorney-in-fact and discloses vesting schedules for the underlying options. These disclosures align with standard Section 16 reporting and show adherence to pre-approved trading arrangements and issuer-mandated withholding practices.

Insider Cox James S
Role Chief Financial Officer
Sold 11,275 shs ($220K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 3,675 $0.00 --
Exercise Stock Option (Right to Buy) 12,782 $0.00 --
Exercise Class A Common Stock 12,782 $4.40 $56K
Exercise Class A Common Stock 3,675 $4.40 $16K
Tax Withholding Class A Common Stock 7,912 $19.4792 $154K
Tax Withholding Class A Common Stock 2,270 $19.71 $45K
Sale Class A Common Stock 1,405 $19.71 $28K
Sale Class A Common Stock 4,870 $19.4792 $95K
Sale Class A Common Stock 5,000 $19.4762 $97K
Holdings After Transaction: Stock Option (Right to Buy) — 301,313 shares (Direct); Class A Common Stock — 356,746 shares (Direct)
Footnotes (1)
  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 $19.35 USD to $19.70 USD; the price reported reflects the weighted average sale price. This transaction was executed in multiple trades at prices ranging from $19.34 USD to $19.70 USD; the price reported reflects the weighted average sale price. Vests 297,000 shares on 02-Nov-2020, 180,000 shares on 21-Jan-2020, 105,750 shares on 05-Mar-2021, 105,750 shares on 01-Jan-2022, 105,750 shares on on 01-Jan-2023, 105,750 shares on 01-Jan-2024.
Form 4 Insider Transactions: What Each Field Means →
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
777 W. MAIN ST, STE 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)
09/15/2025
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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/15/2025 M 12,782 A $4.4 356,746 D
Class A Common Stock 09/15/2025 M 3,675 A $4.4 360,421 D
Class A Common Stock 09/15/2025 F 7,912(1) D $19.4792 352,509 D
Class A Common Stock 09/15/2025 F 2,270(1) D $19.71 350,239 D
Class A Common Stock 09/15/2025 S(2) 1,405 D $19.71 348,834 D
Class A Common Stock 09/15/2025 S(2) 4,870 D $19.4792(3) 343,964 D
Class A Common Stock 09/15/2025 S(2) 5,000 D $19.4762(4) 338,964 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 09/15/2025 M 3,675 11/02/2020(5) 05/20/2029 Class A Common Stock 3,675 $0 301,313 D
Stock Option (Right to Buy) $4.4 09/15/2025 M 12,782 11/02/2020(5) 05/20/2029 Class A Common Stock 12,782 $0 288,531 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 $19.35 USD to $19.70 USD; the price reported reflects the weighted average sale price.
4. This transaction was executed in multiple trades at prices ranging from $19.34 USD to $19.70 USD; the price reported reflects the weighted average sale price.
5. Vests 297,000 shares on 02-Nov-2020, 180,000 shares on 21-Jan-2020, 105,750 shares on 05-Mar-2021, 105,750 shares on 01-Jan-2022, 105,750 shares on on 01-Jan-2023, 105,750 shares on 01-Jan-2024.
/a/ Alphonse Valbrune, as Attorney-in-Fact, for Jim Cox 09/17/2025
** 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 did CWAN CFO James S. Cox report on Form 4 dated 09/15/2025?

The filing reports option exercises at a $4.40 exercise price and multiple share sales on 09/15/2025, with total dispositions of 12,275 shares and a post-transaction beneficial ownership of 338,964 Class A shares.

Were any sales made under a 10b5-1 plan in the CWAN Form 4?

Yes. The Form 4 states that some sales were effected pursuant to a Rule 10b5-1 trading plan adopted March 11, 2024.

Why were some shares sold in the CWAN Form 4?

The filing explains that certain shares were withheld to cover tax withholding obligations related to option exercise; those withholdings were mandated by the issuer.

What were the reported sale prices for the CWAN transactions?

Reported weighted-average sale prices for the transactions ranged approximately from $19.35 to $19.71 per share, with specific weighted averages listed near $19.48 and $19.4762.

How many option shares were exercised by the reporting person?

The filing shows exercises of 12,782 and 3,675 option shares (exercise price $4.40) on 09/15/2025.