Form 4: Clearwater Analytics CFO Reports RSU Vesting and Tax Sales

Clearwater Analytics CFO James Cox reported the vesting of restricted stock units and subsequent sales to cover tax obligations.

Summary

• James S. Cox, Chief Financial Officer of Clearwater Analytics Holdings, Inc. (CWAN), reported transactions involving Class A Common Stock.
• On December 31, 2025, Mr. Cox acquired 3,125 shares of Class A Common Stock upon the vesting of Restricted Stock Units (RSUs) at a price of $0.00.
• On the same date, an additional 7,812 shares of Class A Common Stock were acquired upon the vesting of other RSUs, also at a price of $0.00.
• Following these acquisitions, Mr. Cox's direct beneficial ownership of Class A Common Stock increased to 332,108 shares and then to 339,920 shares.
• To cover tax withholding obligations related to the RSU vesting, Mr. Cox disposed of 4,185 shares of Class A Common Stock at $24.0836 per share.
• An additional 1,674 shares were disposed of at $24.0836 per share for the same tax withholding purpose.
• These sales were mandated by the Issuer's 'sell to cover' policy and were not discretionary transactions by Mr. Cox.
• After all reported transactions, Mr. Cox directly beneficially owned 334,061 shares of Class A Common Stock.
• The RSU vesting schedules include 6.25% vesting every three months for four years, starting January 1, 2024, for one tranche, and January 1, 2025, for another tranche.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are sales, they are non-discretionary and for tax purposes, which is a routine event for RSU vesting. The underlying RSU vesting itself is a positive for the executive's compensation and alignment with shareholder interests.

Positives

• The vesting of Restricted Stock Units indicates continued equity participation and alignment of the Chief Financial Officer's interests with shareholders.
• The acquisition of 10,937 shares (3,125 + 7,812) through RSU vesting increases the CFO's overall equity stake in the company, prior to tax-related sales.

Negatives

• The disposition of 5,859 shares (4,185 + 1,674) to cover tax withholding obligations reduces the direct beneficial ownership of the Chief Financial Officer.

Future Outlook

The filing indicates ongoing vesting of Restricted Stock Units for the Chief Financial Officer. Specifically, 6.25% of one tranche of RSUs will vest every three months for four years following January 1, 2024, and 6.25% of another tranche will vest every three months for four years following January 1, 2025. Vested units are expected to settle within thirty days of their applicable vesting dates.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions, specifically related to equity compensation. It does not provide information on broader industry trends or competitive landscape, but rather details the compensation structure and equity movements of a key executive within Clearwater Analytics Holdings, Inc.

Stakeholder Impact

• Shareholders: The transactions represent routine equity compensation activity for a key executive. The 'sell to cover' sales result in a minor increase in the public float, but are not indicative of a change in management's confidence or strategic direction.
• Employees: The RSU vesting and 'sell to cover' mechanism are standard practices in executive compensation, providing insight into how equity incentives are structured and managed within the company.

Next Steps

• Continued vesting of 6.25% of 3,125 Restricted Stock Units at the end of each 3-month period for the next 4 years following January 1, 2024.
• Continued vesting of 6.25% of 7,812 Restricted Stock Units at the end of each 3-month period for the next 4 years following January 1, 2025.
• Settlement of vested Restricted Stock Units within thirty days of their applicable vesting dates.

Key Dates

Keywords

Clearwater Analytics, CWAN, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Stock Sale, Chief Financial Officer, James S Cox, Equity Compensation, Tax Withholding