Clearwater CEO Sahai Executes Options, Withholds Shares for Taxes, Sells Under 10b5-1

Rhea-AI Filing Summary

Sandeep Sahai, CEO and director of Clearwater Analytics Holdings, Inc. (CWAN), completed option exercises and related transactions on 08/20/2025. He exercised a stock option to acquire 7,094 shares at a $4.40 exercise price and immediately settled those shares. To cover tax withholding on the exercise, 4,056 shares were withheld by the issuer. Separately, 3,038 shares were sold under a Rule 10b5-1 trading plan at a weighted average price of $20.01. After these transactions the reporting person’s beneficial ownership of Class A common stock related to derivative holdings is reported as 754,073 shares.

Positive

• Option exercise completed: 7,094 shares acquired via exercise at a $4.40 exercise price on 08/20/2025
• Transactions executed under compliant mechanisms: sales were made under a Rule 10b5-1 trading plan and withholding was issuer-mandated

Negative

• Net reduction in transferable shares: 4,056 shares were withheld to satisfy tax obligations, reducing immediately realizable holdings
• Insider sold shares: 3,038 shares were sold on 08/20/2025 at a weighted average price of $20.01

Insights

Securities Analyst

TL;DR: CEO exercised options at $4.40, generated proceeds via planned sales at ~$20.01, and had shares withheld for taxes.

The Form 4 shows a routine exercise-and-sell sequence completed on 08/20/2025. The exercise converted options into 7,094 Class A shares at a $4.40 strike. The issuer withheld 4,056 shares to satisfy tax obligations, and 3,038 shares were sold under a pre-existing Rule 10b5-1 plan at a weighted average price of $20.01. These actions are typical for option vesting events and tax settlement; they do not by themselves provide new information about company performance but do change the reporting person’s outstanding beneficial position to 754,073 shares tied to derivative holdings.

Corporate Governance Expert

TL;DR: Transactions were executed under standard mechanisms including issuer-mandated tax withholding and a 10b5-1 plan.

The filing discloses that sales were effected pursuant to a Rule 10b5-1 trading plan (adopted 09/09/2024) and that the withholding disposition was mandatory to cover taxes. The Form 4 is properly signed by an attorney-in-fact and documents both non-derivative and derivative movements consistent with standard insider reporting practices. From a governance standpoint, the use of a pre-established plan and issuer-mandated withholding aligns with accepted compliance procedures for executive equity transactions.

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)

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	754,073	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

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai	08/21/2025
	** 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 transactions did CWAN CEO Sandeep Sahai report on the Form 4?

He exercised options to acquire 7,094 shares at a $4.40 exercise price, had 4,056 shares withheld for taxes, and sold 3,038 shares under a Rule 10b5-1 plan.

On what date were the reported transactions executed?

All transactions were dated 08/20/2025 as reported on the Form 4.

At what price were the sold shares executed?

The sales were executed at a weighted average price of $20.01, with individual trades ranging from $20.00 to $20.015.

Why were 4,056 shares disposed of by the reporting person?

Those shares were withheld by the issuer to cover tax withholding obligations required in connection with the option exercise.

How many shares does the reporting person beneficially own following these transactions?

The Form 4 reports 754,073 shares beneficially owned in connection with the derivative holdings following these transactions.