CEO at Clearwater (NYSE: CWAN) sells stock to cover RSU tax bill
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Clearwater Analytics CEO Sandeep Sahai reported routine equity compensation activity. On March 31, 2026, Restricted Stock Units vested into 110,448 shares of Class A Common Stock at an effective price of $0.00 per share.
To cover related tax withholding obligations, Sahai sold 51,967 shares of Class A Common Stock at an average price of $23.7995 per share in issuer-mandated "sell to cover" transactions, which the company states were not discretionary. After these transactions, he directly owned 1,415,619 Class A shares. Footnotes also describe ongoing quarterly RSU vesting schedules through future years.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 51,967 shares ($1,236,789)
Net Sell
9 txns
Insider
Sahai Sandeep
Role
Chief Executive Officer
Sold
51,967 shs ($1.24M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Unit | 12,539 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 21,991 | $0.00 | -- |
| Exercise | Restricted Stock Unit | 75,918 | $0.00 | -- |
| Exercise | Class A Common Stock | 12,539 | $0.00 | -- |
| Exercise | Class A Common Stock | 75,918 | $0.00 | -- |
| Exercise | Class A Common Stock | 21,991 | $0.00 | -- |
| Sale | Class A Common Stock | 35,717 | $23.7995 | $850K |
| Sale | Class A Common Stock | 10,349 | $23.7995 | $246K |
| Sale | Class A Common Stock | 5,901 | $23.7995 | $140K |
Holdings After Transaction:
Restricted Stock Unit — 87,769 shares (Direct);
Class A Common Stock — 1,369,677 shares (Direct)
Footnotes (1)
- These shares represent shares acquired upon the vesting of Restricted Stock Units ("RSUs"). 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 Restricted 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. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2024, and will settle within thirty days of the applicable vesting date. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2025, and will settle within thirty days of the applicable vesting date. 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.
Key Figures
RSU shares vested: 110,448 shares
Shares sold for taxes: 51,967 shares
Average sale price: $23.7995 per share
+2 more
5 metrics
RSU shares vested
110,448 shares
Restricted Stock Units converting into Class A Common Stock on March 31, 2026
Shares sold for taxes
51,967 shares
Class A shares sold in sell-to-cover transactions on March 31, 2026
Average sale price
$23.7995 per share
Price for Class A Common Stock sales used to cover tax withholding
Shares held after transactions
1,415,619 shares
Direct Class A Common Stock ownership following March 31, 2026 trades
Derivative exercises
110,448 shares
Total underlying shares from RSU exercises (transactionSummary.exerciseShares)
Key Terms
Restricted Stock Unit, sell to cover, tax withholding obligations, open-market sale, +1 more
5 terms
Restricted Stock Unit financial
"These shares represent shares acquired upon the vesting of Restricted Stock Units ("RSUs")."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
sell to cover financial
"tax withholding obligations to be funded by a "sell to cover" transaction"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
tax withholding obligations financial
"shares sold by the Reporting Person to cover tax withholding obligations"
open-market sale financial
"Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
vesting financial
"RSUs shall vest at the end of each 3-month period"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
FAQ
What did CWAN CEO Sandeep Sahai report in this Form 4?
CWAN CEO Sandeep Sahai reported RSU vesting into 110,448 Class A shares and sales of 51,967 shares. The sales were to cover tax withholding obligations tied to this vesting, under a mandatory sell-to-cover arrangement.
What RSU vesting schedule is disclosed for CWAN CEO Sandeep Sahai?
Footnotes describe RSUs vesting quarterly. For example, 6.25% vest at each 3‑month period for four years following January 1, 2024 and 2025, and 12.5% vest at each 3‑month period for two years following January 1, 2026, with settlement within thirty days.
What type of securities were involved in the CWAN CEO’s Form 4?
The Form 4 covers Restricted Stock Units that convert into Class A Common Stock and the resulting Class A Common Stock itself. RSUs vested into 110,448 underlying shares, and a portion of those shares was sold to meet tax withholding obligations.