Clearwater (CWAN) Insider: Option Exercise, Tax Withholding, 10b5-1 Sale
Rhea-AI Filing Summary
Sandeep Sahai, CEO and Director of Clearwater Analytics Holdings, Inc. (CWAN), filed an amendment to Form 4 reporting option exercise and related share transactions on 08/20/2025. He exercised 7,094 stock options with an exercise price of $4.40 and acquired 7,094 Class A shares. To cover tax withholding, 4,056 shares were withheld. Separately, 3,038 shares were sold under a 10b5-1 plan at a weighted average price of $20.01, reducing his direct holdings. Following these transactions he beneficially owned 895,663 Class A shares and held 94,967 derivative securities representing underlying Class A shares.
Positive
- Exercise of options at $4.40 increased direct holdings by 7,094 shares, showing continued vested ownership alignment with company performance
- Transactions executed under a Rule 10b5-1 plan, indicating trades were pre-planned and not opportunistic
- Amendment corrects a scrivener's error in the derivative securities count, demonstrating attention to accurate disclosure
Negative
- Insider sales of 3,038 shares at a weighted average of $20.01 reduced direct holdings
- 4,056 shares withheld for taxes reduced the net shares received from the option exercise
Insights
TL;DR: Amendment reports routine option exercise, tax withholding and planned sales under a pre-established 10b5-1 plan; not an unexpected governance event.
The filing documents a standard insider exercise and settlement of options plus share dispositions executed under a Rule 10b5-1 trading plan adopted September 9, 2024. The withholding of 4,056 shares to satisfy taxes is issuer-mandated and typical following option exercises. The amendment corrects a scrivener's error only, which suggests administrative diligence. From a governance perspective these actions reflect routine liquidity management rather than governance change or material reallocation of control.
TL;DR: Insider sold 3,038 shares at ~$20.01 under a 10b5-1 plan and exercised options, modestly altering stake but not indicating non-routine activity.
Transactions: exercise of 7,094 options at $4.40 created 7,094 shares; 4,056 shares were withheld for taxes; 3,038 shares sold at a weighted average of $20.01 under a documented 10b5-1 plan. The amendment corrects the reported derivative share total and does not change the underlying economic events. These movements are consistent with pre-planned selling and exercise-related tax settlements. Impact on outstanding ownership is limited given the remaining direct and derivative holdings reported.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) | 7,094 | $0.00 | -- |
| Exercise | Class A Common Stock | 7,094 | $4.40 | $31K |
| Tax Withholding | Class A Common Stock | 4,056 | $20.01 | $81K |
| Sale | Class A Common Stock | 3,038 | $20.01 | $61K |
Footnotes (1)
- This disposition represents shares withheld to cover tax withholding obligations in connection with the exercise and settlement of stock options. The disposition is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2024. This transaction was executed in multiple trades at prices ranging from $20.00 USD to $20.015 USD; the price reported above reflects the weighted average sale price. Vests 370,000 share(s) on 19-Mar-2019, 370,000 share(s) on 19-Mar-2020, 610,500 share(s) on 02-Nov-2020, 166,500 share(s) on 19-Mar-2021, 166,500 share(s) on 19-Mar-2022, 166,500 share(s) on 19-Mar-2023 This amendment to Form 4 is being filed solely to correct, due to a scrivener's error, the total number of derivative securities beneficially owned by the reporting person in Table II. This correction has no effect on the transaction(s) previously reported.
