Form 4: Clearwater Analytics CFO Reports Routine Stock Transactions Following RSU Vesting

Clearwater Analytics' Chief Financial Officer, James S. Cox, reported the acquisition of Class A Common Stock from Restricted Stock Unit vesting and subsequent sale of shares to cover tax obligations.

Summary

• James S. Cox, Chief Financial Officer of Clearwater Analytics Holdings, Inc. (CWAN), reported transactions on June 30, 2025, related to his beneficial ownership.
• Acquired a total of 10,937 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs), specifically 7,812 shares and 3,125 shares, both at a price of $0.00.
• Disposed of a total of 5,858 shares of Class A Common Stock (4,184 shares and 1,674 shares) at a price of $21.6732 per share.
• These sales were mandated 'sell to cover' transactions to satisfy tax withholding obligations in connection with the RSU vesting and were not discretionary.
• Following these transactions, James S. Cox directly beneficially owns 353,964 shares of Class A Common Stock.
• Remaining derivative securities include 31,250 Restricted Stock Units with a vesting schedule starting January 1, 2024, and 109,375 Restricted Stock Units with a vesting schedule starting January 1, 2025.

Sentiment

Score: 5

Explanation: The filing is a routine Form 4 reporting insider transactions related to RSU vesting and tax withholding. These are non-discretionary and do not indicate a change in company outlook or insider sentiment, thus maintaining a neutral sentiment.

Positives

• The vesting of Restricted Stock Units indicates the maturation of long-term incentive compensation for the Chief Financial Officer.
• Despite the 'sell to cover' transaction for taxes, the net effect of the reported transactions was an increase in the direct beneficial ownership of Class A Common Stock by 5,079 shares (10,937 acquired minus 5,858 sold).

Negatives

• A portion of the vested shares (5,858 shares) was sold, reducing the total number of shares acquired from vesting that are retained by the insider.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is a routine insider transaction report.

Management Comments

• The sale reported represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted 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.

Industry Context

This Form 4 filing is a standard disclosure of insider stock transactions, common across all publicly traded companies. It does not provide specific insights into broader industry trends or competitive dynamics within the financial technology or software sector.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and ownership changes, which are routine and expected disclosures.
• Employees: No direct impact beyond the general understanding of executive compensation structures.

Next Steps

• Continued vesting of the remaining 31,250 Restricted Stock Units through February 28, 2034, as per the established schedule.
• Continued vesting of the remaining 109,375 Restricted Stock Units through February 13, 2035, as per the established schedule.

Key Dates

Keywords

Clearwater Analytics, CWAN, Form 4, Insider Trading, Restricted Stock Units, RSU, Stock Vesting, Tax Withholding, James S. Cox, Chief Financial Officer, Beneficial Ownership