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

Clearwater Analytics (CWAN) CFO Jim Cox discloses option and stock sales

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

Rhea-AI Filing Summary

Clearwater Analytics Holdings reported insider transactions by its Chief Financial Officer, Jim Cox. On 12/15/2025, he exercised stock options to acquire 12,465 and 3,574 shares of Class A common stock at an exercise price of $4.40 per share, then sold portions of his holdings in several trades at weighted average prices around $21.34 to $21.88 per share.

Some shares, including 7,595 and 2,169 shares, were withheld to cover tax withholding obligations in connection with the option exercises, a process mandated by the issuer and not a discretionary sale. The transactions were made under a Rule 10b5-1 trading plan adopted on March 11, 2024. After these moves, Cox directly owns 328,983 Class A shares and holds 163,755 stock options expiring on 05/20/2029.

Positive

  • None.

Negative

  • None.
Insider Cox James S
Role Chief Financial Officer
Sold 11,275 shs ($241K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 12,465 $0.00 --
Exercise Stock Option (Right to Buy) 3,574 $0.00 --
Exercise Class A Common Stock 12,465 $4.40 $55K
Exercise Class A Common Stock 3,574 $4.40 $16K
Sale Class A Common Stock 4,870 $21.3421 $104K
Sale Class A Common Stock 1,405 $21.88 $31K
Tax Withholding Class A Common Stock 7,595 $21.3421 $162K
Tax Withholding Class A Common Stock 2,169 $21.88 $47K
Sale Class A Common Stock 5,000 $21.34 $107K
Holdings After Transaction: Stock Option (Right to Buy) — 167,329 shares (Direct); Class A Common Stock — 346,448 shares (Direct)
Footnotes (1)
  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. This transaction was executed in multiple trades at prices ranging from $21.19 USD to $21.61 USD; the price reported reflects the weighted average sale price. 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. This transaction was executed in multiple trades at prices ranging from $21.18 USD to $21.60 USD; the price reported reflects the weighted average sale price. 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
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 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)
12/15/2025
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 12/15/2025 M 12,465 A $4.4 346,448 D
Class A Common Stock 12/15/2025 M 3,574 A $4.4 350,022 D
Class A Common Stock 12/15/2025 S(1) 4,870 D $21.3421(2) 345,152 D
Class A Common Stock 12/15/2025 S(1) 1,405 D $21.88 343,747 D
Class A Common Stock 12/15/2025 F 7,595(3) D $21.3421 336,152 D
Class A Common Stock 12/15/2025 F 2,169(3) D $21.88 333,983 D
Class A Common Stock 12/15/2025 S(1) 5,000 D $21.34(4) 328,983 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 12/15/2025 M 12,465 (5) 05/20/2029 Class A Common Stock 12,465 $0.00 167,329 D
Stock Option (Right to Buy) $4.4 12/15/2025 M 3,574 (5) 05/20/2029 Class A Common Stock 3,574 $0.00 163,755 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 $21.19 USD to $21.61 USD; the price reported reflects the weighted average sale price.
3. 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.
4. This transaction was executed in multiple trades at prices ranging from $21.18 USD to $21.60 USD; the price reported reflects the weighted average sale price.
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 12/17/2025
** 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 insider transactions did Clearwater Analytics (CWAN) report for its CFO?

The report shows that Jim Cox, Chief Financial Officer of Clearwater Analytics, exercised stock options to acquire 12,465 and 3,574 Class A shares at $4.40 per share and sold portions of his holdings in several trades on 12/15/2025.

On what date did the CWAN insider trades by Jim Cox occur?

All reported transactions by Jim Cox, including option exercises, sales, and tax-withholding-related dispositions of Clearwater Analytics Class A common stock, occurred on 12/15/2025.

How many Clearwater Analytics Class A shares does the CFO own after these trades?

Following the reported transactions, Jim Cox beneficially owns 328,983 shares of Clearwater Analytics Class A common stock in direct ownership.

Were Jim Cox's CWAN trades made under a Rule 10b5-1 trading plan?

Yes. The explanation states that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2024.

What were the exercise price and expiration date of the Clearwater Analytics stock options?

The stock options exercised by Jim Cox had an exercise price of $4.40 per share and an expiration date of 05/20/2029, relating to Class A common stock.

Were any CWAN shares withheld to cover tax obligations for the CFO?

Yes. The filing notes that certain sales, including 7,595 and 2,169 shares, represent shares withheld to cover tax withholding obligations in connection with the exercise and settlement of stock options and are mandated by the issuer.

How many Clearwater Analytics stock options does the CFO hold after the transactions?

After the reported option exercises on 12/15/2025, Jim Cox continues to hold 163,755 stock options, each exercisable for Class A common stock.