Clearwater Analytics (CWAN) CEO discloses RSU vesting and sell-to-cover stock sales

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. chief executive officer and director Sandeep Sahai reported routine equity transactions tied to restricted stock units (RSUs). On December 31, 2025, RSUs covering 21,991 and 12,538 shares of Class A common stock vested and were settled at an exercise price of $0.00, increasing his directly held shares.

On the same date, he sold 5,953 and 10,441 Class A shares at $24.0836 per share to cover tax withholding obligations, as required by a sell-to-cover election, described as non‑discretionary for him. After these transactions, he directly held 931,735 and then 942,176 and finally 931,735 Class A shares across the sequence, along with 100,308 and 263,889 RSUs that continue to vest quarterly through 2034 and 2035.

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

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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).

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)
12/31/2025

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	12/31/2025		M		21,991(1)	A	$0.00	935,591	D
Class A Common Stock	12/31/2025		M		12,538(1)	A	$0.00	948,129	D
Class A Common Stock	12/31/2025		S		5,953(2)	D	$24.0836	942,176	D
Class A Common Stock	12/31/2025		S		10,441(2)	D	$24.0836	931,735	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
Restricted Stock Unit	$0.00	12/31/2025		M			12,538	(3)	02/28/2034	Class A Common Stock	12,538	$0.00	100,308	D
Restricted Stock Unit	$0.00	12/31/2025		M			21,991	(4)	02/13/2035	Class A Common Stock	21,991	$0.00	263,889	D

Explanation of Responses:

1. These shares represent shares acquired upon the vesting of Restricted Stock Units ("RSUs").

2. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of Restricted Stock Units. The sale is mandated by the Issuer's election to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

3. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2024, and will settle within thirty days of the applicable vesting date.

4. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2025, and will settle within thirty days of the applicable vesting date.

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did CWAN CEO Sandeep Sahai report on December 31, 2025?

Sandeep Sahai reported the vesting of 21,991 and 12,538 restricted stock units (RSUs) into Class A common stock at an exercise price of $0.00 per share on December 31, 2025.

Did the CWAN CEO sell shares, and at what price?

Yes. On December 31, 2025, he sold 5,953 and 10,441 Class A shares at $24.0836 per share, reported as sales to cover tax withholding obligations related to RSU vesting.

Were the CWAN CEO’s stock sales discretionary trades?

No. The sales are described as shares sold to cover tax withholding obligations under the issuer’s mandated “sell to cover” election and are stated as not discretionary for the reporting person.

How many Clearwater Analytics Class A shares does the CEO hold after these transactions?

Following the reported transactions on December 31, 2025, Sandeep Sahai is shown as directly owning 931,735 shares of Class A common stock.

What RSU grants for CWAN common stock remain outstanding for the CEO?

After the reported vesting, he holds 100,308 RSUs and 263,889 RSUs, each convertible into Class A common stock, with quarterly vesting schedules extending to February 28, 2034 and February 13, 2035, respectively.

How do the CWAN CEO’s RSUs vest over time?

For each RSU grant, 6.25% of the units vest at the end of each 3‑month period for four years following January 1, 2024 and January 1, 2025, respectively, with settlement within thirty days of each vesting date.