Tax sell-to-cover follows PSU vesting at Clearwater Analytics (NYSE: CWAN)

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. Chief Client Officer Subi Sethi reported multiple equity award vestings and related tax sales in Class A Common Stock. On February 18, 2026, Sethi acquired a total of 164,998 shares through the vesting of performance stock units tied to the company’s 2025 revenue growth from grants made in 2023, 2024, and 2025.

On the same date, Sethi sold 76,689 shares at an average price of $23.4417 per share. Footnotes state these sales were mandated "sell to cover" transactions to satisfy tax withholding obligations upon PSU vesting and were not discretionary trades. Following these transactions, Sethi directly owned 365,490 shares of Class A Common Stock.

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)
02/18/2026

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		45,832(1)	A	$0.00	323,013(2)	D
Class A Common Stock	02/18/2026		M		45,833(3)	A	$0.00	368,846	D
Class A Common Stock	02/18/2026		M		73,333(4)	A	$0.00	442,179	D
Class A Common Stock	02/18/2026		S		21,302(5)	D	$23.4417	420,877	D
Class A Common Stock	02/18/2026		S		21,303(5)	D	$23.4417	399,574	D
Class A Common Stock	02/18/2026		S		34,084(5)	D	$23.4417	365,490	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. The amount in Column 5 in Table I has been adjusted by 8 units to reflect the correct number of shares beneficially owned by the reporting person.

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 13, 2025. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.

4. 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.

5. 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 Subi Sethi	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did CWAN executive Subi Sethi report in this Form 4 filing?

Subi Sethi reported PSU vesting and related tax sales in Clearwater Analytics Holdings Class A shares. He received 164,998 shares from performance stock units and sold 76,689 shares in mandated sell-to-cover transactions, ending with 365,490 shares directly owned.

How many Clearwater Analytics (CWAN) shares did Subi Sethi acquire?

Subi Sethi acquired 164,998 shares of Clearwater Analytics Class A Common Stock. These shares came from the vesting of performance stock units granted in 2023, 2024, and 2025, which vested based on the company’s achievement of specified 2025 revenue growth performance criteria.

How many CWAN shares did Subi Sethi sell and at what price?

Subi Sethi sold 76,689 shares of Clearwater Analytics Class A Common Stock. The shares were sold at an average price of $23.4417 per share in open-market transactions executed to cover tax withholding obligations associated with the vesting of performance stock units.

Were Subi Sethi’s CWAN stock sales discretionary trades?

The filing states the sales were not discretionary trades by Subi Sethi. They were mandated “sell to cover” transactions required by the company’s election to fund tax withholding obligations arising from the vesting and settlement of performance stock units.

What is Subi Sethi’s CWAN share ownership after these transactions?

After the reported transactions, Subi Sethi directly owned 365,490 shares of Clearwater Analytics Class A Common Stock. This figure reflects adjustments for PSU vesting, the related share issuances, and the mandated sell-to-cover sales executed to satisfy tax withholding obligations.

What performance criteria triggered the PSU vesting for CWAN’s Subi Sethi?

The PSUs vested based on Clearwater Analytics’ achievement of certain 2025 revenue growth performance criteria. The filing notes units were originally granted in February 2023, February 2024, and February 2025, with eligible portions vesting once those specified revenue-based targets were satisfied.