Form 4: Clearwater Analytics CFO Exercises Options, Sells Shares
Insider Transaction Report (Form 4)
Clearwater Analytics CFO James S. Cox exercised stock options and subsequently sold a portion of the acquired shares, including those for tax obligations, under a Rule 10b5-1 plan.
Summary
- Chief Financial Officer James S. Cox acquired a total of 16,412 shares of Class A Common Stock through the exercise of stock options at an exercise price of $4.4 per share.
- Mr. Cox disposed of 11,275 shares of Class A Common Stock through open market sales at weighted average prices ranging from $19.54 to $19.774 per share.
- An additional 10,137 shares were withheld by the Issuer to cover tax withholding obligations related to the option exercises, with these dispositions mandated and not discretionary.
- All sales reported were conducted pursuant to a pre-arranged Rule 10b5-1 trading plan adopted on March 11, 2024.
- Following these transactions, Mr. Cox's direct beneficial ownership of Class A Common Stock stands at 333,983 shares.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative due to the net reduction in insider holdings, even though the sales were part of a pre-planned Rule 10b5-1 plan and involved profitable option exercises. The tax withholding is a standard practice for executive compensation.
Positives
- The CFO exercised stock options at a significantly lower price ($4.4) compared to the market sale prices (ranging from $19.54 to $19.774), indicating a profitable transaction for the insider.
- The transactions were executed under a Rule 10b5-1 trading plan, suggesting pre-planned activity rather than a reaction to immediate, non-public information.
Negatives
- The CFO's transactions resulted in a net reduction of 5,000 shares in his direct beneficial ownership, which could be perceived as a slight decrease in insider alignment.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders may view the net reduction in insider holdings as a minor negative signal, although the pre-planned nature of the sales mitigates immediate concerns about discretionary selling.
Key Dates
| Date | Description |
|---|---|
| 2020-01-21 | Vesting of 180,000 shares from a stock option grant. |
| 2020-05-20 | Vesting of 120,000 shares from a stock option grant. |
| 2020-11-02 | Vesting of 198,000 shares from a stock option grant. |
| 2020-11-02 | Vesting of 297,000 shares from a stock option grant. |
| 2021-03-05 | Vesting of 105,750 shares from a stock option grant. |
| 2021-05-20 | Vesting of 70,500 shares from a stock option grant. |
| 2022-01-01 | Vesting of 105,750 shares from a stock option grant. |
| 2022-05-20 | Vesting of 70,500 shares from a stock option grant. |
| 2023-01-01 | Vesting of 105,750 shares from a stock option grant. |
| 2023-05-20 | Vesting of 70,500 shares from a stock option grant. |
| 2024-01-01 | Vesting of 105,750 shares from a stock option grant. |
| 2024-03-11 | Rule 10b5-1 trading plan adopted by the reporting person. |
| 2024-05-20 | Vesting of 70,500 shares from a stock option grant. |
| 2025-11-17 | Date of reported insider transactions (option exercises and sales). |
| 2025-11-18 | Date the Form 4 was signed by Attorney-in-Fact. |
| 2029-05-20 | Expiration date for the exercised stock options. |
Keywords
Clearwater Analytics, CWAN, Insider Trading, Form 4, Stock Options, CFO, Rule 10b5-1, Equity Sales, Beneficial Ownership
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