Form 4: Clearwater Analytics CFO James Cox Reports Significant Stock Transactions Under 10b5-1 Plan

Clearwater Analytics Holdings, Inc. Chief Financial Officer James S. Cox reported the exercise of stock options and subsequent sales of Class A Common Stock, including shares withheld for tax obligations, all executed under a pre-arranged Rule 10b5-1 trading plan.

Summary

• James S. Cox, Chief Financial Officer of Clearwater Analytics Holdings, Inc. (CWAN), reported multiple transactions involving the company's Class A Common Stock.
• On June 16, 2025, Mr. Cox acquired 34,700 shares of Class A Common Stock through the exercise of stock options at an exercise price of $4.4 per share.
• Concurrently, 21,000 shares were disposed of at a price of $22.2407 per share to cover tax withholding obligations related to the option exercise and settlement; this sale was mandated by the Issuer.
• Additionally, Mr. Cox sold 13,700 shares at a weighted average price of $22.2407 per share, with prices ranging from $22.09 to $22.54.
• An additional 5,000 shares were sold at a weighted average price of $22.2728 per share, with prices ranging from $22.11 to $22.54.
• All reported sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Cox on March 11, 2024.
• Following these transactions, Mr. Cox beneficially owns 348,885 shares of Class A Common Stock directly.
• He also holds 356,057 derivative securities in the form of stock options, with 34,700 of these having been exercised in the reported transaction.

Sentiment

Score: 5

Explanation: The document is a routine insider transaction report (Form 4) detailing pre-planned stock sales and option exercises. It does not contain information that would significantly alter the sentiment towards the company, as these are expected activities for executives.

Positives

• The exercise of stock options at a low price of $4.4 per share indicates a significant unrealized gain for the CFO, reflecting the company's stock appreciation.
• The transactions were executed under a pre-arranged Rule 10b5-1 trading plan, which suggests a systematic and pre-planned approach to stock sales rather than a reaction to immediate market conditions.

Negatives

• The sale of 39,700 shares (21,000 for tax withholding and 18,700 discretionary sales) by a key executive reduces their direct ownership stake in the company.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• 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.
• The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2024.

Industry Context

This document is an insider transaction report (Form 4) and does not provide information directly related to broader industry trends or competitive landscape. It reflects an individual executive's stock activity within the financial technology sector.

Stakeholder Impact

• Shareholders: The sale of shares by a CFO, even if pre-planned, slightly reduces insider ownership, which some investors might monitor. However, the context of a 10b5-1 plan and tax withholding mitigates concerns.
• Employees: No direct impact mentioned.

Key Dates

Keywords

Clearwater Analytics, CWAN, Form 4, Insider Trading, Stock Options, Beneficial Ownership, Rule 10b5-1, Chief Financial Officer, James Cox