Clearwater (CWAN) CFO Executes Option Exercise and 10b5-1 Sales

Rhea-AI Filing Summary

Clearwater Analytics Holdings (CWAN) insider transactions: Jim S. Cox, the company's Chief Financial Officer, exercised options and sold shares on 08/15/2025. He exercised a stock option covering 16,485 shares at an exercise price of $4.40 and acquired those shares. Concurrently, he sold 10,210 shares (weighted average sale price $19.4171) and separately sold 6,275 and 5,000 shares at weighted average prices around $19.41–$19.65. Some shares were withheld to cover tax obligations. After these transactions he reported beneficial ownership of 343,964 Class A shares.

Insights

Securities Analyst

TL;DR: CFO exercised options and conducted planned sales under a 10b5-1 plan; remaining stake remains substantial.

The filing shows an option exercise and multiple sales by the CFO executed on 08/15/2025. Sales were effected pursuant to a Rule 10b5-1 trading plan and included issuer-mandated withholding for taxes. The weighted average sale prices reported (~$19.22–$19.65 range) indicate orderly disposals rather than opportunistic large block trades. The reporting person retains a meaningful residual holding (~343,964 Class A shares), so these transactions appear to be liquidity and tax-driven rather than a full exit.

Corporate Governance Expert

TL;DR: Transactions follow an established trading plan and include required tax withholdings, aligning with standard insider governance practices.

The Form 4 discloses that sales were made under a pre-established 10b5-1 plan adopted March 11, 2024, and that some shares were sold to satisfy tax withholding on option settlement. The presence of both the plan and issuer-mandated withholdings supports compliance with insider trading policies. No amendment or unusual derivatives activity beyond the exercise and associated option schedule is reported.

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
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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)
08/15/2025

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	08/15/2025		M		16,485	A	$4.4	365,449	D
Class A Common Stock	08/15/2025		F		10,210(1)	D	$19.4171	355,239	D
Class A Common Stock	08/15/2025		S(2)		6,275	D	$19.4171(3)	348,964	D
Class A Common Stock	08/15/2025		S(2)		5,000	D	$19.4128(4)	343,964	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	08/15/2025		M			16,485	(5)	05/20/2029	Class A Common Stock	16,485	$0.00	304,988	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 sales 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 $19.22 USD to $19.65 USD; the price reported above reflects the weighted average sale price.

4. This transaction was executed in multiple trades at prices ranging from $19.22 USD to $19.63 USD; the price reported above 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	08/18/2025
	** 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.

FAQ

What transactions did CWAN CFO Jim S. Cox report on Form 4?

The CFO exercised options for 16,485 shares at $4.40 and sold shares on 08/15/2025 including 10,210, 6,275, and 5,000 share dispositions at weighted average prices near $19.22–$19.65.

Were the sales by the CWAN insider pre-planned or discretionary?

The sales were executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2024, per the Form 4.

Did the CFO retain shares after the transactions?

Yes; after the reported transactions the filing shows beneficial ownership of 343,964 Class A common shares.

Why were some shares sold rather than retained after option exercise?

The filing explains that some shares were withheld to cover tax withholding obligations in connection with the exercise and settlement of the options; the sale was mandated by the issuer.

What price range were the shares sold at?

Reported sales were executed in multiple trades at prices ranging approximately from $19.22 to $19.65; weighted average sale prices are reported around $19.4171 and $19.4128.