Clearwater Analytics CEO exercises options, sells shares

Clearwater Analytics Holdings’ Chief Executive Officer Sandeep Sahai exercised stock options for 109,483 shares of Class A Common Stock at a strike price of $4.4000 per share on August 22, 2025.

Rhea-AI Filing Summary

Clearwater Analytics Holdings’ Chief Executive Officer Sandeep Sahai exercised stock options for 109,483 shares of Class A Common Stock at a strike price of $4.4000 per share on August 22, 2025. In connection with this exercise, 62,521 shares were withheld to cover tax obligations mandated by the issuer, and 46,962 shares were sold at a weighted average price of $20.1209 per share under a Rule 10b5-1 trading plan, with trades executed between $20.00 and $20.23. After these transactions, Sahai directly holds 895,663 shares of Class A Common Stock.

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.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Sahai Sandeep

Role Chief Executive Officer

Sold 46,962 shs ($945K)

Approx. gross sale proceeds $945K

Approx. exercise cost $482K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	109,483	$0.00	$0.00
Exercise	Class A Common Stock	109,483	$4.40	$482K
Exercise Price or Tax Liability	Class A Common Stock	62,521	$20.1209	$1.26M
Sale	Class A Common Stock	46,962	$20.1209	$945K

Holdings After Transaction: Stock Option (Right to Buy) — 651,684 contracts (Direct); Class A Common Stock — 895,663 shares (Direct)

Footnotes (4)

1. F1. 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. F2. 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. F3. 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. F4. 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

Key Figures

Options exercised: 109,483 shares Strike price: $4.4000 per share Tax withholding shares: 62,521 shares +5 more

8 metrics

Options exercised 109,483 shares Stock options exercised by CEO on 2025-08-22 converting into Class A Common Stock

Strike price $4.4000 per share Exercise price of the Stock Option (Right to Buy) converted into Class A Common Stock

Tax withholding shares 62,521 shares Class A shares withheld to cover tax withholding obligations in connection with the option exercise

Shares sold 46,962 shares Class A Common Stock sold in market transactions on 2025-08-22

Weighted average sale price $20.1209 per share Weighted average price for multiple trades executed between $20.00 and $20.23

Post-transaction holdings 895,663 shares Class A Common Stock held directly by CEO after the reported transactions

Tax withholding price $20.1209 per share Per-share value used for shares withheld to satisfy tax obligations

Sale price range $20.00–$20.23 per share Range of prices for the multiple trades comprising the reported share sale

Key Terms

Rule 10b5-1 trading plan, tax withholding obligations, weighted average sale price, Stock Option (Right to Buy)

4 terms

Rule 10b5-1 trading plan financial

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

tax withholding obligations financial

"shares withheld to cover tax withholding obligations in connection with the exercise and settlement of stock options"

weighted average sale price financial

"the price reported above reflects the weighted average sale price"

Stock Option (Right to Buy) financial

"security_title: Stock Option (Right to Buy)"

FAQ

What did Clearwater Analytics (CWAN) CEO Sandeep Sahai report in this Form 4?

He reported exercising 109,483 stock options for Class A Common Stock at $4.4000 per share. 62,521 shares were withheld for taxes and 46,962 were sold at a weighted average $20.1209, leaving him with 895,663 shares held directly.

How many Clearwater Analytics (CWAN) shares did Sahai acquire through option exercise?

Sahai exercised options to acquire 109,483 shares of Clearwater Analytics Class A Common Stock at a strike price of $4.4000 per share. These options were derivative securities converting into the same number of Class A shares on August 22, 2025.

How many Clearwater Analytics (CWAN) shares were withheld for taxes in this filing?

A total of 62,521 Clearwater Analytics Class A shares were withheld to cover tax withholding obligations tied to Sahai’s option exercise. The disposition was mandated by the issuer and is characterized as a tax-withholding transaction rather than a discretionary sale.

How many Clearwater Analytics (CWAN) shares did Sahai sell, and at what price?

Sahai sold 46,962 shares of Clearwater Analytics Class A Common Stock at a weighted average price of $20.1209 per share. According to the footnote, trades were executed between $20.00 and $20.23 under a Rule 10b5-1 trading plan.

What is Sandeep Sahai’s current Clearwater Analytics (CWAN) shareholding after these transactions?

Following the reported option exercise, tax withholding, and share sale, Sahai directly holds 895,663 shares of Clearwater Analytics Class A Common Stock. This post-transaction balance reflects his direct ownership position as reported in the canonical holdings data.

Was Sahai’s sale of Clearwater Analytics (CWAN) shares made under a trading plan?

Yes. The sales of 46,962 shares were executed pursuant to a Rule 10b5-1 trading plan adopted by Sahai on September 9, 2024. This indicates the sale followed a pre-arranged plan rather than being a discretionary market-timing decision.

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Accepted by SEC EDGAR 08/25/2025 - 05:28 PM Learn about SEC filing dates

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).

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.