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

Clearwater Analytics (CWAN) CFO logs RSU vesting and tax-related share sales

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

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. insider activity: the company’s Chief Financial Officer, Jim Cox, reported equity award vesting and related share sales dated 01/01/2026. He acquired 77,169 and 53,170 shares of Class A common stock at an exercise price of $0.00 per share upon the vesting of Restricted Stock Units (RSUs).

On the same date, he sold 35,220 and 28,489 Class A shares at a price of $24.0925 per share. The filing explains these sales were made to cover tax withholding obligations tied to the RSU vesting and were required under the company’s “sell to cover” election, not discretionary trades. After these transactions, he directly holds 400,691 Class A shares and 77,170 RSUs that continue to vest in 25% annual installments starting from 01-Jan-2023.

Positive

  • None.

Negative

  • None.
Insider Cox James S
Role Chief Financial Officer
Sold 63,709 shs ($1.53M)
Type Security Shares Price Value
Exercise Restricted Stock Unit 53,170 $0.00 --
Exercise Restricted Stock Unit 77,169 $0.00 --
Exercise Class A Common Stock 77,169 $0.00 --
Exercise Class A Common Stock 53,170 $0.00 --
Sale Class A Common Stock 35,220 $24.0925 $849K
Sale Class A Common Stock 28,489 $24.0925 $686K
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Class A Common Stock — 411,230 shares (Direct)
Footnotes (1)
  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. The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2022 The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2023
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).
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)
01/01/2026
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 01/01/2026 M 77,169(1) A $0.00 411,230 D
Class A Common Stock 01/01/2026 M 53,170(1) A $0.00 464,400 D
Class A Common Stock 01/01/2026 S 35,220(2) D $24.0925 429,180 D
Class A Common Stock 01/01/2026 S 28,489(2) D $24.0925 400,691 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
Restricted Stock Unit $0.00 01/01/2026 M 53,170 (3) 01/01/2032 Class A Common Stock 53,170 $0.00 0.00 D
Restricted Stock Unit $0.00 01/01/2026 M 77,169 (4) 01/01/2033 Class A Common Stock 77,169 $0.00 77,170 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. The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2022
4. The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2023
Remarks:
/s/ Alphonse Valbrune, as Attorney-in-Fact, for Jim Cox 01/05/2026
** 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 its CFO?

The Chief Financial Officer, Jim Cox, reported RSU vesting on 01/01/2026, acquiring 77,169 and 53,170 Class A shares at an exercise price of $0.00 per share.

How many Clearwater Analytics (CWAN) shares did the CFO sell in this Form 4?

On 01/01/2026, the CFO sold 35,220 and 28,489 Class A common shares at $24.0925 per share.

Why were shares of Clearwater Analytics (CWAN) sold by the CFO?

The filing states the sales represent shares sold to cover tax withholding obligations related to RSU vesting and were mandated under a “sell to cover” election, not discretionary trades.

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

Following the reported transactions, the CFO beneficially owns 400,691 shares of Class A common stock directly.

What RSU holdings remain for the Clearwater Analytics (CWAN) CFO after the filing?

After the 01/01/2026 vesting, the CFO holds 77,170 Restricted Stock Units, each representing a right to receive one Class A common share.

How do the Clearwater Analytics (CWAN) RSUs for the CFO vest over time?

The filing explains that the RSUs vest in 25% installments on each of the first four anniversaries of the vesting commencement dates beginning on 01-Jan-2022 and 01-Jan-2023, provided no earlier termination.

Is the Clearwater Analytics (CWAN) CFO a director or officer according to this filing?

The reporting person is identified as an officer, serving as Chief Financial Officer of Clearwater Analytics Holdings, Inc.