[Form 4/A] Clearwater Analytics Holdings, Inc. Amended Insider Trading Activity

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

Corporate Governance Expert

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.

Securities/Insider Trading Analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sahai Sandeep

(Last) (First) (Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE ID 83702

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/20/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/20/2025		M		7,094	A	$4.4	902,757	D
Class A Common Stock	08/20/2025		F		4,056(1)	D	$20.01	898,701	D
Class A Common Stock	08/20/2025		S(2)		3,038	D	$20.01(3)	895,663	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$4.4	08/20/2025		M			7,094	(4)	11/29/2028	Class A Common Stock	7,094	$0.00	94,967(5)	D

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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

5. 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.

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai	08/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did CWAN insider Sandeep Sahai report on Form 4/A?

The filing reports an exercise of 7,094 options at $4.40, 4,056 shares withheld for taxes, and the sale of 3,038 shares at a weighted average price of $20.01 executed under a 10b5-1 plan.

How many CWAN shares does Sandeep Sahai beneficially own after these transactions?

Following the reported transactions he beneficially owns 895,663 Class A shares and holds 94,967 derivative securities representing underlying Class A shares.

Were the sales in the Form 4/A discretionary or pre-planned?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on September 9, 2024, indicating they were pre-planned.

Why were some shares withheld in the transaction?

The withholding of 4,056 shares was to cover tax withholding obligations related to the option exercise and was mandated by the issuer.

Does the amendment change the original economic transactions?

No. The amendment corrects a scrivener's error in the reported number of derivative securities and states the correction has no effect on the previously reported transactions.