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

Clearwater Analytics (NYSE: CWAN) CFO reports PSU vesting and tax-driven share sales

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

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. Chief Financial Officer James S. Cox reported multiple equity compensation events in Class A common stock. On February 18, 2026, he acquired 18,332, 45,833, and 113,182 shares through vesting and settlement of performance stock units tied to the company’s revenue growth in 2025.

On the same date, Cox sold 9,710, 24,275, and 59,945 shares at an average price of $23.4417 per share to cover tax withholding obligations from these PSU vestings, as required by the company’s “sell to cover” election. After these transactions, he held 474,114 shares of Class A common stock directly.

Positive

  • None.

Negative

  • None.
Insider Cox James S
Role Chief Financial Officer
Sold 93,930 shs ($2.20M)
Type Security Shares Price Value
Exercise Class A Common Stock 18,332 $0.00 --
Exercise Class A Common Stock 45,833 $0.00 --
Exercise Class A Common Stock 113,182 $0.00 --
Sale Class A Common Stock 9,710 $23.4417 $228K
Sale Class A Common Stock 24,275 $23.4417 $569K
Sale Class A Common Stock 59,945 $23.4417 $1.41M
Holdings After Transaction: Class A Common Stock — 409,029 shares (Direct)
Footnotes (1)
  1. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 28, 2024. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 13, 2025. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 20, 2023. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025. 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 performance 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.
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)
02/18/2026
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 02/18/2026 M 18,332(1) A $0.00 409,029 D
Class A Common Stock 02/18/2026 M 45,833(2) A $0.00 454,862 D
Class A Common Stock 02/18/2026 M 113,182(3) A $0.00 568,044 D
Class A Common Stock 02/18/2026 S 9,710(4) D $23.4417 558,334 D
Class A Common Stock 02/18/2026 S 24,275(4) D $23.4417 534,059 D
Class A Common Stock 02/18/2026 S 59,945(4) D $23.4417 474,114 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
Explanation of Responses:
1. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 28, 2024. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.
2. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 13, 2025. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.
3. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 20, 2023. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.
4. 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 performance 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.
Remarks:
/s/ Alphonse Valbrune, as Attorney-in-Fact, for Jim Cox 02/20/2026
** 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 transactions did CWAN CFO James S. Cox report?

CFO James S. Cox reported PSU vesting and related tax sales. He acquired Class A shares from performance stock units, then sold some shares in mandated “sell to cover” transactions to satisfy tax withholding tied to the 2025 revenue-based awards.

How many CWAN shares did the CFO acquire through PSU vesting?

James S. Cox acquired 18,332, 45,833, and 113,182 CWAN Class A shares. These came from performance stock units granted in 2023, 2024, and 2025 that vested based on Clearwater Analytics’ 2025 revenue growth performance criteria.

How many CWAN shares did the CFO sell and at what price?

The CFO sold 9,710, 24,275, and 59,945 CWAN Class A shares. All sales occurred at an average price of $23.4417 per share and were executed solely to cover tax withholding obligations arising from the PSU vesting events.

Were the CWAN share sales by the CFO discretionary trades?

The reported CWAN share sales were not discretionary trades. The filing states they were mandated “sell to cover” transactions required by the company to fund tax withholding obligations tied to the vesting and settlement of performance stock units.

What performance conditions triggered the CWAN PSU vesting for the CFO?

The performance stock units vested based on Clearwater Analytics’ achievement of revenue growth in 2025. PSUs granted in February 2023, February 2024, and February 2025 became eligible to vest once the company met specified 2025 revenue-based performance criteria.

How many CWAN shares does the CFO own after these transactions?

Following the reported PSU vesting and tax-related sales, James S. Cox directly owns 474,114 shares of Clearwater Analytics Class A common stock. This total reflects all acquisitions and sales disclosed for the February 18, 2026 transaction date.