Cox James S 4

What Happened
James S. Cox, Chief Financial Officer of Clearwater Analytics (CWAN), exercised 34,501 stock options on Feb 17, 2026 at an exercise price of $4.40 per share (total cash paid $151,804). Following the exercise, Cox sold shares in multiple transactions the same day: about 18,700 shares sold on the open market for approximately $429,404 (weighted avg prices ~ $22.95–$23.17) and about 20,800 shares were disposed to cover exercise price and tax withholding, generating roughly $477,777. Total proceeds from sales/withholdings reported are about $907,181. These sales appear to include shares sold under a Rule 10b5-1 trading plan and shares withheld to satisfy tax obligations.

Key Details

• Transaction date: February 17, 2026; Form filed Feb 18, 2026 (timely).
• Options exercised: 34,501 shares at $4.40 ($151,804 total cash paid).
• Open-market sales: 18,700 shares for ~$429,404 (weighted avg prices ranged ~ $22.64–$23.21 per footnotes).
• Shares withheld/tendered for taxes/exercise: 20,801 shares for ~$477,777 (Issuer-mandated withholding).
• Footnotes: F1 = sales executed under a Rule 10b5-1 plan; F2/F3 = multi-trade weighted-average price ranges; F4 = shares withheld to cover tax obligations (non-discretionary); F5 = historical vesting schedule.
• Filing timeliness: filed next day (no late filing noted).
• Shares owned after transaction: not specified in the provided filing.

Context

• Derivative explanation: the M code indicates option exercise. Cox paid the exercise price to acquire shares and then many of those shares were immediately sold or withheld for taxes — effectively a cashless exercise pattern common for executives converting options into net shares/proceeds.
• Sales under a 10b5-1 plan and issuer-mandated withholdings are routine mechanisms and do not necessarily indicate a change in insider sentiment.