Cox James S 4

What Happened

• James S. Cox, Chief Financial Officer of Clearwater Analytics (CWAN), exercised stock options on April 15, 2026 and the resulting shares were largely sold or withheld the same day.
• He exercised 36,968 shares (20,035 + 13,141 + 3,792) at an exercise price of $4.40 per share, paying about $162,659 in exercise costs. The filing shows open-market sales of 18,700 shares that generated about $450,118, and 23,268 shares were surrendered/withheld to cover taxes and related obligations (proceeds/consideration reported ~ $560,061). Total sale/withholding reported is about $1.01 million. Several entries reflect the cancellation/disposition of the derivative instruments associated with the exercised options.

Key Details

• Transaction date: April 15, 2026; Form filed April 16, 2026 (timely filing).
• Exercise details: 36,968 shares exercised at $4.40 ($162,659 total exercise cost).
• Sales/withholding: Open-market sales = 18,700 shares (weighted avg price ~$24.07) for ~$450,118; shares withheld for taxes = 23,268 shares (reported proceeds ~$560,061).
• Footnotes: Transactions were executed under a Rule 10b5-1 trading plan adopted March 11, 2024 (F1). Prices executed across multiple trades (ranges noted in filing; F2/F3). Shares withheld to cover tax obligations were mandated by the issuer and not discretionary (F4).
• Shares owned after the transactions are not specified in the provided summary of the filing.

Context

• This was effectively a cashless exercise: options were exercised and many of the resulting shares were immediately sold or withheld to pay taxes/fees rather than retained. Such same‑day exercises with sales are commonly used to satisfy exercise costs and tax liabilities and do not necessarily signal a change in insider sentiment.
• The presence of a 10b5-1 plan and mandatory tax withholding indicates the sales were preplanned or required, which investors often view as routine insider liquidity rather than an ad hoc bearish action.