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Clearwater Analytics Holdings, Inc.·4

Mar 17, 6:36 PM ET

Cox James S 4

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Clearwater Analytics CFO James Cox Exercises Options, Sells Shares

What Happened James S. Cox, Chief Financial Officer of Clearwater Analytics (CWAN), exercised 37,235 stock options on 2026-03-16 (exercise price $4.40 per share; cash paid $163,834). Following the exercise, 42,235 shares were disposed the same day: 23,535 shares were withheld/sold to cover tax withholding (weighted avg price $23.32; proceeds $548,860), and 18,700 shares were sold in open market transactions (13,700 shares at a weighted avg $23.32, proceeds $319,498; and 5,000 shares at $23.37, proceeds $116,858). Total gross proceeds from sales were $985,216; after accounting for the exercise cost of $163,834, the net cash to the reporting person was about $821,382. Net share change from these transactions is a reduction of 5,000 shares (acquired 37,235 vs. disposed 42,235).

Key Details

  • Transaction date: 2026-03-16; Form 4 filed 2026-03-17 (timely).
  • Exercise: 37,235 options at $4.40 (cash paid $163,834).
  • Sales: 23,535 shares withheld/sold for tax ($23.32 weighted avg; $548,860) — mandated by issuer (F1); 13,700 shares sold under a Rule 10b5-1 plan (weighted avg $23.32; $319,498) (F2, F3); 5,000 shares sold under the 10b5-1 plan at $23.37 ($116,858) (F2, F4).
  • Total shares sold: 42,235 for total proceeds of $985,216.
  • Net shares: -5,000 (sold more than acquired in this round).
  • Footnotes: F1 = shares sold to cover tax withholding (issuer-mandated); F2 = sales effected under a 10b5-1 trading plan adopted 3/11/2024; F3/F4 = weighted-average prices reflect execution ranges; F5 notes prior vesting schedule for awards.
  • Shares owned after transaction: not specified in the supplied filing excerpt.

Context

  • This was effectively a cashless exercise/settlement: options were exercised and a portion of the resulting shares were sold to cover taxes and pursuant to a prearranged 10b5-1 plan. The tax-withholding sale was mandated by the issuer and was not a discretionary open-market liquidation. Prearranged 10b5-1 sales indicate the open-market sells were made under a trading plan adopted earlier (March 11, 2024).