Cox James S 4

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.