Cox James S 4
4 · Clearwater Analytics Holdings, Inc. · Filed Jun 25, 2026
Research Summary
AI-generated summary of this filing
Clearwater Analytics (CWAN) CFO James S. Cox Sells Shares in Merger
What Happened
- James S. Cox, Chief Financial Officer of Clearwater Analytics (CWAN), disposed of multiple blocks of common shares and equity awards on June 25, 2026 in connection with the company’s merger. The largest single disposition was 480,419 shares at $24.55 each ($11.79M). Combined disposals and cancellations of awards/options generated about $31.2 million in cash consideration.
- Several equity awards were also recorded as acquisitions/awards (derivative grants) and then converted/cancelled for cash under the merger terms; some awards remain subject to time‑vesting conditions and certain options were converted into options of a parent affiliate per the merger agreement.
Key Details
- Transaction date: June 25, 2026. Merger consideration: $24.55 per share for most shares (some awards were paid at $20.15 or $12.15 per share where noted).
- Major items (examples): 480,419 shares disposed @ $24.55 = $11,794,286; other derivative cancellations totalled roughly $19.4M, bringing total cash value to ≈ $31.2M.
- Footnotes of note:
- F1: Dispositions were pursuant to the Merger Agreement converting each Class A share into $24.55 cash.
- F2: Reported PSUs were deemed achieved at 110% of target but remain subject to time vesting.
- F3–F7: Options/RSUs were canceled for cash or converted per the merger; some resulting cash payments remain subject to original time-vesting schedules; some options became options to purchase shares of a parent affiliate.
- Shares owned after transaction: Class A common stock outstanding prior to the effective time was converted into cash under the merger; some award-related cash payments or converted affiliate options may remain subject to vesting — see footnotes for specifics.
- Filing: Form 4 was filed with the June 25, 2026 transaction date (reported same day).
Context
- This activity appears to be the routine cash-out of equity entitlements under a corporate merger, not an open-market sale; proceeds reflect the merger consideration rather than a sell signal by the insider.
- For retail investors: awards labeled as PSUs/RSUs may still be subject to time-based vesting even if their performance payout was fixed (e.g., PSUs at 110% of target). Options that were “fully vested” (F7) were addressed according to the merger terms.
Insider Transaction Report
Form 4Exit
Cox James S
Chief Financial Officer
Transactions
- Disposition to Issuer
Class A Common Stock
[F1]2026-06-25$24.55/sh−480,419$11,794,286→ 0 total - Award
Performance Stock Units
[F3][F2]2026-06-25$24.55/sh+18,333$450,075→ 18,333 totalExercise: $0.00Exp: 2034-02-28→ Class A Common Stock (18,333 underlying) - Award
Performance Stock Units
[F3][F2]2026-06-25$24.55/sh+91,665$2,250,376→ 91,665 totalExercise: $0.00Exp: 2035-02-13→ Class A Common Stock (91,665 underlying) - Disposition to Issuer
Performance Stock Units
[F3][F2]2026-06-25$24.55/sh−18,333$450,075→ 0 totalExercise: $0.00Exp: 2034-02-28→ Class A Common Stock (18,333 underlying) - Disposition to Issuer
Performance Stock Units
[F3][F2]2026-06-25$24.55/sh−91,665$2,250,376→ 0 totalExercise: $0.00Exp: 2035-02-13→ Class A Common Stock (91,665 underlying) - Disposition to Issuer
Restricted Stock Units
[F3][F4]2026-06-25$24.55/sh−77,170$1,894,524→ 0 totalExercise: $0.00Exp: 2033-01-01→ Class A Common Stock (77,170 underlying) - Disposition to Issuer
Restricted Stock Units
[F3][F5]2026-06-25$24.55/sh−21,875$537,031→ 0 totalExercise: $0.00Exp: 2034-02-28→ Class A Common Stock (21,875 underlying) - Disposition to Issuer
Restricted Stock Units
[F3][F6]2026-06-25$24.55/sh−85,937$2,109,753→ 0 totalExercise: $0.00Exp: 2035-02-13→ Class A Common Stock (85,937 underlying) - Disposition to Issuer
Restricted Stock Units
[F3][F5]2026-06-25$24.55/sh−188,984$4,639,557→ 0 totalExercise: $0.00Exp: 2036-02-11→ Class A Common Stock (188,984 underlying) - Disposition to Issuer
Stock Options (right to buy)
[F3][F7]2026-06-25$20.15/sh−11,449$230,697→ 0 totalExercise: $4.40Exp: 2029-05-20→ Class A Common Stock (11,449 underlying) - Disposition to Issuer
Stock Options (right to buy)
[F3][F7]2026-06-25$20.15/sh−208,109$4,193,396→ 0 totalExercise: $4.40Exp: 2030-01-01→ Class A Common Stock (208,109 underlying) - Disposition to Issuer
Stock Options (right to buy)
[F3][F7]2026-06-25$12.15/sh−31,031$377,027→ 406,469 totalExercise: $12.40Exp: 2031-03-07→ Class A Common Stock (31,031 underlying)
Footnotes (7)
- [F1]The reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2025, by and among the Issuer, GT Silver BidCo, Inc. ("Parent") and GT Silver Merger Sub, Inc., a wholly-owned subsidiary of Parent. Under the terms of the Merger Agreement, each share of the Issuer's Class A Common Stock ("Common Stock") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive an amount in cash equal to $24.55 per share, without interest (the "Merger Consideration").
- [F2]The reported Performance Stock Units ("PSUs") had their performance conditions deemed achieved at 110% of target pursuant to the terms of the Merger Agreement, but remain subject to any time-vesting conditions.
- [F3]At the Effective Time, all outstanding options to purchase shares of Common Stock ("Options") and Restricted Stock Units ("RSUs") held by non-employee directors were canceled in exchange for a cash payment equal to the Merger Consideration multiplied by the number of shares of Common Stock subject to the award, less the aggregate exercise price in the case of any Options. In the case of PSUs and RSUs not held by non-employee directors, the awards were also canceled in exchange for a cash payment, calculated in the same manner as for RSUs held by non-employee directors, but the resulting cash payment will be subject to the time-vesting terms and conditions that applied to the underlying award immediately prior to the Effective Time. At the Effective Time, a portion of the reported Options became options to purchase shares of an affiliate of Parent.
- [F4]The reported RSUs were scheduled to vest on January 1, 2027.
- [F5]The reported RSUs were scheduled to vest in equal installments at the end of each 3-month period following June 30, 2026 and until December 31, 2027.
- [F6]The reported RSUs were scheduled to vest in equal installments at the end of each 3-month period following June 30, 2026 and until December 31, 2028.
- [F7]The reported Options were all fully vested.
Signature
/s/ Alphonse Valbrune, as Attorney-in-Fact, for James S Cox|2026-06-25