Form 4: Clearwater Analytics CFO Exercises Options, Sells Shares

Clearwater Analytics CFO James S. Cox exercised stock options and sold a portion of Class A Common Stock on January 15, 2026, under a pre-arranged 10b5-1 trading plan.

Summary

• James S. Cox, Chief Financial Officer of Clearwater Analytics Holdings, Inc. (CWAN), engaged in multiple transactions on January 15, 2026.
• Exercised stock options to acquire a total of 34,110 shares of Class A Common Stock at an exercise price of $4.4 per share.
• Disposed of 20,410 shares of Class A Common Stock at an average price of approximately $24.14 to cover tax withholding obligations in connection with the option exercises. These dispositions were mandated by the Issuer and not discretionary.
• Sold an additional 18,700 shares of Class A Common Stock at weighted average prices ranging from $24.1409 to $24.1417 per share.
• All sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2024.
• Following these transactions, Mr. Cox directly beneficially owns 395,697 shares of Class A Common Stock.
• Remaining derivative securities (stock options) beneficially owned total 110,788.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (option exercises and sales) conducted under a pre-arranged 10b5-1 plan. This type of transaction is generally considered neutral as it reflects planned liquidity events rather than a strong bullish or bearish signal.

Positives

• CFO James S. Cox exercised stock options at a significantly lower price ($4.4) compared to the market price at the time of sale (around $24.14), indicating a substantial personal gain from the compensation structure.
• The transactions were executed under a Rule 10b5-1 trading plan, which suggests pre-planned activity for liquidity or tax management rather than an immediate reaction to new, potentially negative, company information.

Negatives

• The CFO sold a total of 18,700 shares of Class A Common Stock in addition to shares withheld for taxes, representing a reduction in direct beneficial ownership.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing.

Industry Context

This Form 4 reports routine insider transactions and does not provide information to analyze broader industry trends or competitors.

Related Party Transactions

• The reported stock option exercises and subsequent sales by the Chief Financial Officer are considered related-party transactions as they involve an insider of the company.

Stakeholder Impact

• Shareholders: The sale of shares by a CFO, even under a 10b5-1 plan, slightly increases the float and could be perceived as a minor negative, though the pre-planned nature mitigates immediate concern. The exercise of options at a low price indicates the executive's prior compensation structure.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Recommendation

This Form 4 details routine insider transactions by the CFO, including option exercises and subsequent sales, all conducted under a pre-established 10b5-1 trading plan. Such planned transactions typically do not signal new material information about the company's prospects and are primarily for personal liquidity or tax management. Therefore, based solely on this filing, there is no strong catalyst for a 'buy' or 'sell' recommendation; a 'hold' stance is appropriate as the filing does not alter the fundamental investment thesis.

Keywords

Clearwater Analytics, CWAN, Form 4, Insider Trading, Stock Options, CFO, James S. Cox, Equity Sales, 10b5-1 Plan, Beneficial Ownership