Clearwater Analytics (NYSE: CWAN) CTO reports PSU vesting and tax-driven share sales

Rhea-AI Filing Summary

Clearwater Analytics Holdings Chief Technology Officer Souvik Das reported vesting of multiple performance stock units that converted into Class A common stock on February 18, 2026. These PSUs were granted in 2023, 2024, and 2025 and vested based on the company’s revenue growth performance in 2025.

On the same date, Das sold 88,848 shares of Class A common stock at $23.4417 per share in open-market transactions. According to the disclosure, these sales were required to cover tax withholding obligations under a “sell to cover” election and were not discretionary trades. After these transactions, Das directly owned 207,132 Class A shares.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Das Souvik

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		M		27,500(1)	A	$0.00	155,730	D
Class A Common Stock	02/18/2026		M		30,250(2)	A	$0.00	185,980	D
Class A Common Stock	02/18/2026		M		110,000(3)	A	$0.00	295,980	D
Class A Common Stock	02/18/2026		S		14,566(4)	D	$23.4417	281,414	D
Class A Common Stock	02/18/2026		S		58,260(4)	D	$23.4417	223,154	D
Class A Common Stock	02/18/2026		S		16,022(4)	D	$23.4417	207,132	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

Explanation of Responses:

1. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 28, 2024. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.

2. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 13, 2025. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.

3. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 20, 2023. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.

4. 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 performance 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.

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact for Souvik Das	02/20/2026
	** 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 Clearwater Analytics (CWAN) CTO Souvik Das report in this Form 4?

Souvik Das reported the vesting of performance stock units that converted into Class A common stock, along with related share sales to cover tax withholding obligations. These transactions reflect equity compensation settlement rather than new open-market purchases.

How many Clearwater Analytics (CWAN) shares did the CTO sell and at what price?

The CTO sold 88,848 Class A common shares at $23.4417 per share. The filing explains these transactions were conducted under a mandated “sell to cover” arrangement to satisfy tax withholding obligations tied to vested performance stock units.

Were the Clearwater Analytics (CWAN) share sales by the CTO discretionary trades?

No. The filing states the share sales were required to cover tax withholding from vested performance stock units under the company’s “sell to cover” election. It clarifies these transactions do not represent discretionary selling decisions by the CTO.

What performance criteria triggered the Clearwater Analytics (CWAN) PSU vesting?

The performance stock units vested based on Clearwater Analytics’ achievement of specific performance criteria tied to revenue growth in 2025. PSUs granted in 2023, 2024, and 2025 became eligible to vest once these revenue growth targets were met.

How many Clearwater Analytics (CWAN) shares does the CTO hold after these transactions?

After the PSU vesting and related tax-withholding sales, Souvik Das directly owned 207,132 shares of Clearwater Analytics Class A common stock. This post-transaction holding amount is reported in the Form 4 as the total shares beneficially owned.

What type of equity awards were involved in the Clearwater Analytics (CWAN) CTO’s Form 4?

The transactions involved performance stock units, or PSUs, that convert into Class A common stock when performance goals are met. Here, the PSUs vested based on Clearwater Analytics’ revenue growth performance in 2025, then settled in stock with some shares sold for taxes.