607,341 RSUs granted to Clearwater Analytics (CWAN) CEO Sandeep Sahai

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. reported that its Chief Executive Officer and director, Sandeep Sahai, received an equity award of restricted stock units. On February 11, 2026, he was granted 607,341 RSUs, each representing a right to receive one share of Class A Common Stock.

The RSUs carry an exercise price of $0.00 and are held directly. According to the vesting schedule, 12.5% of the RSUs vest at the end of each 3‑month period for two years following January 1, 2026, with shares settling within thirty days after each vesting date.

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^*

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)
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		607,341		(2)	01/01/2035	Class A Common Stock	607,341	$0.00	607,341	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 Sandeep Sahai	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) disclose for Sandeep Sahai?

Clearwater Analytics disclosed that CEO and director Sandeep Sahai received a grant of 607,341 restricted stock units on February 11, 2026. Each RSU represents one share of Class A Common Stock, forming a sizable equity-based compensation award for the executive.

How many restricted stock units were granted to the Clearwater Analytics (CWAN) CEO?

The CEO of Clearwater Analytics, Sandeep Sahai, was granted 607,341 restricted stock units. These RSUs are derivative securities with an exercise price of $0.00, and all 607,341 RSUs are shown as beneficially owned directly following the reported transaction.

What is the vesting schedule for the 607,341 RSUs at Clearwater Analytics (CWAN)?

The 607,341 RSUs vest in equal quarterly installments. Specifically, 12.5% of the restricted stock units vest at the end of each 3‑month period for two years following January 1, 2026, with settlement occurring within thirty days after each vesting date.

What does each Clearwater Analytics (CWAN) RSU granted to the CEO represent?

Each restricted stock unit granted to the CEO represents a right to receive one share of Clearwater Analytics’ Class A Common Stock. This means 607,341 RSUs correspond to 607,341 underlying Class A shares when vested and settled according to the stated schedule.

Is the February 11, 2026 Clearwater Analytics (CWAN) CEO RSU grant a purchase or an award?

The February 11, 2026 transaction is reported as an acquisition through a grant or award, not an open-market purchase. Form 4 classifies it under transaction code “A” for grant, award, or other acquisition, with a reported price of $0.00 per unit.

How long will Clearwater Analytics (CWAN) CEO RSUs take to fully vest?

The RSUs granted to the Clearwater Analytics CEO are scheduled to fully vest over two years. Vesting occurs at 12.5% every three months after January 1, 2026, resulting in eight vesting periods before the entire 607,341-unit award becomes fully vested and settled.