Director of Clearwater (NYSE: CWAN) sells 633,879 company shares

Rhea-AI Filing Summary

Clearwater Analytics Holdings director D. Scott Mackesy reported selling 633,879 shares of Class A Common Stock on June 15, 2026 in an open-market transaction. The weighted average sale price was $24.296 per share, with individual trades executed between $24.2600 and $24.3250 under Rule 144.

The shares consisted of 427,776 shares previously held directly by Mackesy and 206,103 shares held by The D Scott Mackesy 2014 Irrevocable Descendants Trust. Following these sales, the Form 4 reports 0 shares of this security remaining under the reported ownership line.

Insider Trade Summary

Net Seller: 633,879 shares ($15,400,724)

Net Sell 1 txn

Insider MACKESY D SCOTT

Role null

Sold 633,879 shs ($15.40M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	633,879	$24.296	$15.40M

Holdings After Transaction: Class A Common Stock — 0 shares (Indirect, See footnote)

Footnotes (1)

1. The reported securities were sold pursuant to Rule 144 under the Securities Act. Such securities were sold in multiple transactions at prices ranging from $24.2600 to $24.3250. The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold by him at each separate price. The reported securities consist of 427,776 shares of Common Stock that were held directly by the Reporting Person and 206,103 shares of Common Stock that were held by The D Scott Mackesy 2014 Irrevocable Descendants Trust.

Key Figures

Shares sold: 633,879 shares Weighted average price: $24.296 per share Price range: $24.2600–$24.3250 per share +3 more

6 metrics

Shares sold 633,879 shares Class A Common Stock sold on June 15, 2026

Weighted average price $24.296 per share Open-market sale under Rule 144

Price range $24.2600–$24.3250 per share Range of prices across multiple transactions

Direct holdings before sale 427,776 shares Shares held directly by the reporting person prior to sale

Trust holdings before sale 206,103 shares Shares held by 2014 Irrevocable Descendants Trust prior to sale

Shares after transaction 0 shares Total shares reported following the transaction

Key Terms

Rule 144, weighted average price, Irrevocable Descendants Trust, open-market sale

4 terms

Rule 144 regulatory

"The reported securities were sold pursuant to Rule 144 under the Securities Act."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Irrevocable Descendants Trust financial

"held by The D Scott Mackesy 2014 Irrevocable Descendants Trust."

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

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

X

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^*

MACKESY D SCOTT

(Last) (First) (Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE IDAHO 83702

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

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

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

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	06/15/2026		S		633,879	D	$24.296(1)	0	I	See footnote(2)

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. The reported securities were sold pursuant to Rule 144 under the Securities Act. Such securities were sold in multiple transactions at prices ranging from $24.2600 to $24.3250. The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold by him at each separate price.

2. The reported securities consist of 427,776 shares of Common Stock that were held directly by the Reporting Person and 206,103 shares of Common Stock that were held by The D Scott Mackesy 2014 Irrevocable Descendants Trust.

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for D Scott Mackesy	06/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Clearwater Analytics (CWAN) report for D. Scott Mackesy?

Clearwater Analytics reported that director D. Scott Mackesy sold 633,879 shares of Class A Common Stock. The open-market sale occurred on June 15, 2026, and was executed under Rule 144 at a weighted average price of $24.296 per share.

At what prices did D. Scott Mackesy sell Clearwater (CWAN) shares?

The reported Clearwater Analytics share sales by D. Scott Mackesy were executed between $24.2600 and $24.3250 per share. The Form 4 lists a weighted average sale price of $24.296 per share across the multiple open-market transactions completed under Rule 144.

How many Clearwater (CWAN) shares did D. Scott Mackesy hold before this sale?

Before the reported sale, D. Scott Mackesy’s holdings included 427,776 Clearwater Analytics shares held directly and 206,103 shares held by The D Scott Mackesy 2014 Irrevocable Descendants Trust. These positions together matched the 633,879 shares reported as sold.

How many Clearwater Analytics (CWAN) shares does D. Scott Mackesy report after the transaction?

After the June 15, 2026 transaction, the Form 4 reports that the total shares of the relevant security following the transaction are 0. This indicates the reported ownership line no longer shows a remaining position in Clearwater Analytics Class A Common Stock.

What role did the 2014 Irrevocable Descendants Trust play in the Clearwater (CWAN) sale?

Part of the reported Clearwater Analytics share sale involved holdings of The D Scott Mackesy 2014 Irrevocable Descendants Trust. According to the Form 4 footnote, 206,103 of the sold shares were held by this trust, alongside 427,776 shares held directly by Mackesy.