Form 4: Clearwater CFO Exercises Options, Sells Shares
Insider Transaction Report
Clearwater Analytics Holdings, Inc. CFO James S. Cox reported exercising stock options and selling a portion of his Class A Common Stock, including shares for tax obligations and under a 10b5-1 plan.
Summary
- James S. Cox, Chief Financial Officer of Clearwater Analytics Holdings, Inc. (CWAN), exercised stock options to acquire 37,235 shares of Class A Common Stock at an exercise price of $4.40 per share on March 16, 2026.
- Following the option exercise, 23,535 shares were sold at a price of $23.321 per share to cover tax withholding obligations, a sale mandated by the Issuer.
- An additional 13,700 shares were sold at a weighted average price of $23.321 per share, and 5,000 shares were sold at a weighted average price of $23.3715 per share, both executed under a Rule 10b5-1 trading plan adopted on March 11, 2024.
- After these transactions, Mr. Cox directly beneficially owns 469,114 shares of Class A Common Stock.
- Mr. Cox also holds 39,052 unexercised stock options with an expiration date of May 20, 2029.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event. The transactions are routine insider activities involving option exercise and planned share sales for tax and personal financial management, not indicative of a significant shift in company prospects.
Positives
- The exercise of stock options indicates the realization of value by the Chief Financial Officer from his equity compensation.
- A portion of the share sales were conducted under a pre-established Rule 10b5-1 trading plan, which enhances transparency and demonstrates planned financial management.
Negatives
- The transactions resulted in a net reduction of 4,999 shares in the CFO's direct beneficial ownership of Class A Common Stock (37,235 acquired 42,235 disposed).
Industry Context
StockSavvy.ai notes that routine insider transactions, such as option exercises and planned sales, are common in the financial technology sector, particularly for executives managing their equity compensation and tax obligations. These transactions typically do not reflect a change in the company's fundamental outlook but rather personal financial planning.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trading Plan Adoption | The reporting person adopted a Rule 10b5-1 trading plan on March 11, 2024, under which some of the reported share sales were executed. | 2024-03-11 | Enhances transparency and provides an affirmative defense against insider trading allegations for pre-planned sales. |
Stakeholder Impact
- Shareholders: The net sale of a relatively small number of shares by a key executive is a routine event and is unlikely to have a significant impact on the company's share price or long-term shareholder value.
Key Dates
| Date | Description |
|---|---|
| 2020-01-21 | Vesting of 180,000 stock options. |
| 2020-11-02 | Vesting of 297,000 stock options. |
| 2021-03-05 | Vesting of 105,750 stock options. |
| 2022-01-01 | Vesting of 105,750 stock options. |
| 2023-01-01 | Vesting of 105,750 stock options. |
| 2024-01-01 | Vesting of 105,750 stock options. |
| 2024-03-11 | Adoption date of Rule 10b5-1 trading plan by the reporting person. |
| 2026-03-16 | Date of earliest transaction (stock option exercise and share sales). |
| 2026-03-17 | Signature date of the Form 4 filing. |
| 2029-05-20 | Expiration date of the exercised stock options. |
Keywords
Clearwater Analytics, CWAN, Insider Trading, Form 4, Stock Options, CFO, Share Sale, 10b5-1 Plan, Beneficial Ownership
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