Cox James S 4

4 · Clearwater Analytics Holdings, Inc. · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Clearwater (CWAN) CFO James S. Cox Receives Award, Sells Shares

What Happened

James S. Cox, Chief Financial Officer of Clearwater Analytics Holdings (CWAN), received 177,347 shares on Feb 18, 2026 through the conversion/vesting of performance stock units (PSUs) and concurrently sold 93,930 of those shares in open-market transactions to cover tax withholding.
The sales were executed at $23.44 per share, generating proceeds of $227,619 (9,710 shares), $569,047 (24,275 shares), and $1,405,213 (59,945 shares), for total proceeds of $2,201,879.
The acquisitions represent the settlement of PSUs earned based on 2025 revenue-growth performance; the sales were mandated sell-to-cover transactions and are not discretionary investment sales.

Key Details

Transaction date: February 18, 2026. Form 4 filed Feb 20, 2026 (within the normal 2-business-day filing window).
Acquired: 177,347 shares from vested PSUs (three PSU issuances dated Feb 20, 2023; Feb 28, 2024; Feb 13, 2025) per footnotes F1–F3.
Disposed: 93,930 shares sold at $23.44 each for total proceeds of $2,201,879; sale used to satisfy tax withholding (footnote F4).
Shares owned after transaction: not disclosed in the provided filing excerpt.
Transaction codes: M = conversion/exercise of derivative (PSU settlement); S = open-market sale. Sales flagged as sell-to-cover (mandatory, issuer-mandated).

Context

These transactions reflect the routine settlement of performance-based equity awards and a non-discretionary sell-to-cover to satisfy tax obligations. The conversion of PSUs into common stock (derivative conversion) is an award/acquisition, while the subsequent sales do not necessarily signal a change in the insider’s market view.

Form 4

Period: 2026-02-18

Chief Financial Officer

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-02-18+18,332→ 409,029 total
Exercise/Conversion
Class A Common Stock
[F2]
2026-02-18+45,833→ 454,862 total
Exercise/Conversion
Class A Common Stock
[F3]
2026-02-18+113,182→ 568,044 total
Sale
Class A Common Stock
[F4]
2026-02-18$23.44/sh−9,710$227,619→ 558,334 total
Sale
Class A Common Stock
[F4]
2026-02-18$23.44/sh−24,275$569,047→ 534,059 total
Sale
Class A Common Stock
[F4]
2026-02-18$23.44/sh−59,945$1,405,213→ 474,114 total

Footnotes (4)

[F1]This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 28, 2024. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.
[F2]This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 13, 2025. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.
[F3]This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 20, 2023. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.
[F4]The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of performance stock units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

Signature

/s/ Alphonse Valbrune, as Attorney-in-Fact, for Jim Cox|2026-02-20

1 file