Form 4: Sethi Subi reports acquisition/exercise transactions in CWAN

Rhea-AI Filing Summary

Sethi Subi reported acquisition or exercise transactions in a Form 4 filing for CWAN. The filing lists transactions totaling 215,982 shares. Following the reported transactions, holdings were 215,982 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

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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^*

Sethi Subi

(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 Client Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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	(1)	02/11/2026		A		215,982		(2)	01/01/2035	Class A Common Stock	215,982	$0.00	215,982	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Class A Common Stock.

2. 12.5% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 2 years following January 1, 2026, and will settle within thirty days of the applicable vesting date.

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Subi Sethi	02/12/2026
	** 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 insider transaction did Clearwater Analytics (CWAN) report on this Form 4?

Clearwater Analytics reported an equity award to Chief Client Officer Subi Sethi. He received 215,982 restricted stock units, each representing one share of Class A common stock, as a compensatory grant rather than an open-market stock purchase.

How many restricted stock units did Subi Sethi receive from Clearwater Analytics (CWAN)?

Subi Sethi received 215,982 restricted stock units. Each RSU equals one share of Clearwater Analytics’ Class A common stock, giving him a right to receive those shares as the award vests and settles over the designated vesting schedule.

When was the equity award to Clearwater Analytics (CWAN) executive Subi Sethi granted?

The restricted stock unit award to Chief Client Officer Subi Sethi was granted on February 11, 2026. This grant date starts a vesting structure tied to calendar quarters following January 1, 2026, with settlement of shares after each vesting event.

What is the vesting schedule for Subi Sethi’s Clearwater Analytics (CWAN) RSU grant?

The RSU grant vests in equal quarterly installments. Specifically, 12.5% of the restricted stock units vest at the end of each three‑month period for two years after January 1, 2026, with the vested portion settling in shares within thirty days of each vesting date.

Does Subi Sethi pay a purchase price for his Clearwater Analytics (CWAN) RSUs?

No cash purchase price is required for this award. The Form 4 lists a price per derivative security of $0.00, indicating the RSUs are a compensatory grant rather than shares bought in the market by the Clearwater Analytics executive.

How many Clearwater Analytics (CWAN) derivative securities does Subi Sethi hold after this transaction?

After the reported transaction, Subi Sethi beneficially owns 215,982 derivative securities in the form of restricted stock units. These are held directly and will convert into Class A common stock as each portion of the award vests and settles over the two‑year period.