Clearwater Analytics CFO files Form 4 for option exercises, sales

Q: What did CWAN CFO Jim Cox report in this Form 4 filing?

CFO Jim Cox reported exercising stock options at an exercise price of $4.40 for 12,727 and 3,685 Class A shares and disclosed multiple same-day sales of Clearwater Analytics Holdings, Inc. ( CWAN ) Class A common stock.

Q: What is the relationship of the reporting person to Clearwater Analytics (CWAN)?

The reporting person, Jim Cox , is identified as an Officer of Clearwater Analytics Holdings, Inc., serving as Chief Financial Officer , and the Form 4 is filed for one reporting person.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. (CWAN) Chief Financial Officer Jim Cox filed a Form 4 reporting stock option exercises and related share sales on 11/17/2025. He exercised stock options with an exercise price of $4.40 for 12,727 and 3,685 shares of Class A common stock. On the same day, he reported several sales of Class A shares, including transactions at weighted average prices of about $19.54 and $19.7717, some of which were executed under a Rule 10b5-1 trading plan adopted on March 11, 2024. Certain shares were withheld to cover tax obligations in connection with the option exercises. Following these transactions, Cox directly beneficially owned 333,983 shares of Class A common stock and held 267,948 and 255,221 stock options, each exercisable for Class A shares.

Insider Trade Summary

Net Seller: 11,275 shares ($222,612)

Net Sell 9 txns

Insider Cox James S

Role Chief Financial Officer

Sold 11,275 shs ($223K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	3,685	$0.00	--
Exercise	Stock Option (Right to Buy)	12,727	$0.00	--
Exercise	Class A Common Stock	12,727	$4.40	$56K
Exercise	Class A Common Stock	3,685	$4.40	$16K
Sale	Class A Common Stock	1,405	$19.54	$27K
Sale	Class A Common Stock	4,870	$19.7717	$96K
Tax Withholding	Class A Common Stock	2,280	$19.54	$45K
Tax Withholding	Class A Common Stock	7,857	$19.7717	$155K
Sale	Class A Common Stock	5,000	$19.774	$99K

Holdings After Transaction: Stock Option (Right to Buy) — 267,948 shares (Direct); Class A Common Stock — 351,710 shares (Direct)

Footnotes (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 $19.34 USD to $20.52 USD; the price reported above 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 $19.31 USD to $20.42 USD; the price reported above reflects the weighted average sale price. Vests 120,000 share(s) on 20-May-2020, 198,000 share(s) on 02-Nov-2020, 70,500 share(s) on 20-May-2021, 70,500 share(s) on 20-May-2022, 70,500 share(s) on 20-May-2023, 70,500 share(s) on 20-May-2024 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 →

11/19/2025 - 05:35 PM

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

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)
11/17/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/17/2025		M		12,727	A	$4.4	351,710	D
Class A Common Stock	11/17/2025		M		3,685	A	$4.4	355,395	D
Class A Common Stock	11/17/2025		S⁽¹⁾		1,405	D	$19.54	353,990	D
Class A Common Stock	11/17/2025		S⁽¹⁾		4,870	D	$19.7717⁽²⁾	349,120	D
Class A Common Stock	11/17/2025		F		2,280⁽³⁾	D	$19.54	346,840	D
Class A Common Stock	11/17/2025		F		7,857⁽³⁾	D	$19.7717	338,983	D
Class A Common Stock	11/17/2025		S⁽¹⁾		5,000	D	$19.774⁽⁴⁾	333,983	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$4.4	11/17/2025		M			3,685	⁽⁵⁾	05/20/2029	Class A Common Stock	3,685	$0.00	267,948	D
Stock Option (Right to Buy)	$4.4	11/17/2025		M			12,727	⁽⁶⁾	05/20/2029	Class A Common Stock	12,727	$0.00	255,221	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 $19.34 USD to $20.52 USD; the price reported above 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 $19.31 USD to $20.42 USD; the price reported above reflects the weighted average sale price.

5. Vests 120,000 share(s) on 20-May-2020, 198,000 share(s) on 02-Nov-2020, 70,500 share(s) on 20-May-2021, 70,500 share(s) on 20-May-2022, 70,500 share(s) on 20-May-2023, 70,500 share(s) on 20-May-2024

6. 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	11/18/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did CWAN CFO Jim Cox report in this Form 4 filing?

CFO Jim Cox reported exercising stock options at an exercise price of $4.40 for 12,727 and 3,685 Class A shares and disclosed multiple same-day sales of Clearwater Analytics Holdings, Inc. (CWAN) Class A common stock.

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

After the reported transactions, CFO Jim Cox beneficially owned 333,983 shares of Class A common stock of Clearwater Analytics Holdings, Inc.

What stock options does the CWAN CFO hold following these transactions?

Following these transactions, Jim Cox held stock options exercisable for 267,948 Class A shares under one grant and 255,221 Class A shares under another, each with an exercise price of $4.40.

At what prices were CWAN shares sold in the reported Form 4 trades?

The reported sales of Clearwater Analytics Class A common stock included weighted average prices of about $19.54, $19.7717, and $19.774, with underlying trades occurring in specified price ranges.

Were the CWAN CFO’s trades made under a Rule 10b5-1 plan?

Yes. The filing states that certain sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Jim Cox on March 11, 2024.

Did the CWAN CFO sell any shares to cover tax withholding?

Yes. The filing explains that some shares were withheld and sold to cover tax withholding obligations related to the exercise and settlement of stock options, and that this sale was mandated by the issuer.

What is the relationship of the reporting person to Clearwater Analytics (CWAN)?

The reporting person, Jim Cox, is identified as an Officer of Clearwater Analytics Holdings, Inc., serving as Chief Financial Officer, and the Form 4 is filed for one reporting person.