Cox James S 4

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.