[Form 4] Clearwater Analytics Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Clearwater Analytics Holdings (CWAN) Chief Executive Officer and Director Sandeep Sahai reported option exercises and related share dispositions dated 08/22/2025. He exercised stock options that converted into 109,483 Class A shares at an exercise price of $4.40 per share. In connection with the exercise and settlement, 62,521 shares were withheld to satisfy tax-withholding obligations and 46,962 shares were sold under a Rule 10b5-1 trading plan adopted on September 9, 2024, at a weighted average sale price of $20.1209 per share.

Following these transactions, the reporting lines show beneficial ownership levels changing from 1,005,146 to 942,625 and then to 895,663 Class A shares across the reported rows; the filing also shows 651,684 underlying shares remaining from outstanding options. The disposition for tax withholding was mandated by the issuer and the sales were executed pursuant to the 10b5-1 plan. The Form 4 is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, indicating prearranged compliance for insider sales
• Tax-withholding disposition was issuer-mandated, showing the company-administered settlement process
• Reporting was timely and properly signed by an authorized attorney-in-fact

Negative

• Insider sold 46,962 shares at a weighted average price of $20.1209, representing insider liquidity
• 62,521 shares were withheld for taxes, reducing the reporting person’s direct share count

Insights

Financial Analyst

TL;DR Insider exercised options, withheld shares for taxes, and sold a small portion under a pre-existing 10b5-1 plan; transactions appear routine.

The CEO exercised 109,483 option shares at $4.40, with 62,521 shares withheld for taxes and 46,962 sold at a weighted average of $20.1209. These numbers indicate a typical option exercise and partial disposition event rather than a large-scale exit. The sale was executed under a Rule 10b5-1 plan adopted in September 2024, which provides a prearranged trading framework. From an investor-impact perspective, the filing documents insider liquidity and routine ownership changes but does not disclose new material corporate events or changes to executive compensation policy.

Corporate Governance Expert

TL;DR The filing documents compliance with issuer-mandated tax withholding and use of a Rule 10b5-1 plan, reflecting governance processes in place.

The disclosure states the tax-withholding disposition was mandated by the issuer and that sales were conducted under a Rule 10b5-1 trading plan adopted on September 9, 2024. Those elements suggest the transactions followed established governance and compliance procedures for insider trades. The Form 4 is executed by an attorney-in-fact, consistent with authorized filing practices. This filing raises no obvious governance red flags based solely on the disclosed facts.

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
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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)
08/22/2025

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	08/22/2025		M		109,483	A	$4.4	1,005,146	D
Class A Common Stock	08/22/2025		F		62,521(1)	D	$20.1209	942,625	D
Class A Common Stock	08/22/2025		S(2)		46,962	D	$20.1209(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	08/22/2025		M			109,483	(4)	11/29/2028	Class A Common Stock	109,483	$0.00	651,684	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 $20.23 USD; the price reported above reflects the weighted average sale price.

4. Vests 915,750 share(s) on 02-Nov-2020, 555,000 share(s) on 16-Jan-2019, 555,000 share(s) on 21-Jan-2020, 249,750 share(s) on 05-Mar-2021, 249,750 share(s) on 01-Jan-2022, 249,750 share(s) on 01-Jan-2023

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai	08/25/2025
	** 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 did CWAN CEO Sandeep Sahai do on 08/22/2025?

He exercised 109,483 stock options at an exercise price of $4.40 and reported related share dispositions on Form 4.

How many shares were sold and at what price in the reported CWAN trade?

The filing reports 46,962 shares sold at a weighted average sale price of $20.1209 per share.

Why were 62,521 shares disposed of in the Form 4?

Those 62,521 shares were withheld to satisfy tax-withholding obligations in connection with the option exercise; the withholding was mandated by the issuer.

Were the sales discretionary or pre-planned for CWAN insider trades?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2024.

What beneficial ownership levels are shown after the transactions?

The filing shows reported beneficial ownership figures moving to 942,625 and then to 895,663 Class A shares across the reported lines; derivative holdings of 651,684 underlying shares are also disclosed.