Clearwater Analytics Holdings Inc. (NASDAQ: CWAN) reported that its Chief Financial Officer, James S. Cox, sold 93,930 shares of Class A common stock on February 18, 2026, producing proceeds of about $2.2 million. The shares changed hands at $23.4417 each, a price modestly above the stocks contemporaneous trading level of $23.30.
That sale coincided with the vesting and settlement of performance stock units. On the same date, Cox received 177,337 Class A shares that were issued as the result of performance stock units vesting, at an effective acquisition price of $0.00. Those vested PSUs trace back to awards granted on February 20, 2023; February 28, 2024; and February 13, 2025.
The Form 4 filing notes that the shares sold were disposed of to meet tax withholding obligations arising from the vesting and settlement of those performance stock units. After accounting for the sale and the newly vested shares, Cox is recorded as directly owning 474,114 shares of Clearwater Analytics.
Market performance and analyst context
Clearwaters stock has been volatile over recent periods, down 22% over the prior 12 months while climbing 19% over the past six months. Analysts have been active in reassessing the company following developments tied to an announced acquisition. According to InvestingPro, analysts expect Clearwater to post a profit this year despite the company having reported negative earnings over the last twelve months.
Recent corporate developments include the conclusion of a go-shop period tied to a merger agreement with private equity groups, including Permira and Warburg Pincus, which ended without any rival bid emerging. That acquisition agreement, originally signed in December, has been explicitly cited by several sell-side firms when adjusting their coverage and views.
Specifically, Morgan Stanley downgraded Clearwater from Overweight to Equalweight, UBS lowered its recommendation from Buy to Neutral, and DA Davidson shifted its view from Buy to Neutral as well. Each firm noted the acquisition agreement as a driver for their revised stance and set price targets at $24.55.
Commercial wins
Separately, Clearwater disclosed a material client win: Generali Deutschland AG selected the company to manage its 40 billion unit-linked fund life insurance business under a multi-year arrangement. The engagement represents a substantial mandate for Clearwater's platform.
What the filings show
- The share sale: 93,930 Class A shares sold on February 18, 2026, at $23.4417 per share, netting ~ $2.2 million.
- The vesting: 177,337 Class A shares issued via performance stock units (PSUs) granted on 2/20/2023, 2/28/2024 and 2/13/2025, recorded at $0.00 acquisition price.
- Purpose of sale: Shares were sold to satisfy tax withholding obligations associated with PSU vesting and settlement.
- Post-transaction ownership: Cox directly holds 474,114 shares.
The filings and subsequent analyst actions underscore two concurrent dynamics: executive-level equity activity tied to compensation mechanics, and market reassessment of the stock amid an announced sale process and notable client engagements. Investors tracking Clearwater will likely weigh the dilution and timing effects of PSU settlements alongside strategic developments stemming from the acquisition agreement and new commercial mandates.