Clearwater CEO sells shares to cover RSU taxes

Clearwater Analytics CEO Sandeep Sahai reported routine equity compensation activity.

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.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 9 txns

Insider Sahai Sandeep

Role Chief Executive Officer

Sold 51,967 shs ($1.24M)

Approx. gross sale proceeds $1.24M

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	12,539	$0.00	$0.00
Exercise	Restricted Stock Unit	21,991	$0.00	$0.00
Exercise	Restricted Stock Unit	75,918	$0.00	$0.00
Exercise	Class A Common Stock	12,539	$0.00	$0.00
Exercise	Class A Common Stock	75,918	$0.00	$0.00
Exercise	Class A Common Stock	21,991	$0.00	$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 — 861,090 contracts (Direct); Class A Common Stock — 1,415,619 shares (Direct)

Footnotes (5)

1. F1. These shares represent shares acquired upon the vesting of Restricted Stock Units ("RSUs").
2. F2. 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.
3. F3. 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.
4. F4. 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.
5. F5. 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.

How many Clearwater Analytics (CWAN) shares did the CEO sell?

Sahai sold 51,967 Class A Common shares at an average price of $23.7995 per share. According to the disclosure, these sales were executed solely to fund required tax withholding obligations, not as discretionary open-market selling.

How many CWAN shares does the CEO hold after these transactions?

After the March 31, 2026 transactions, Sahai directly held 1,415,619 shares of Clearwater Analytics Class A Common Stock. This figure reflects RSU vesting, share issuances, and tax-related sell-to-cover transactions reported in this Form 4 filing.

Were the CWAN CEO’s share sales discretionary market trades?

The sales were not discretionary. The filing states the company required a “sell to cover” transaction so shares were sold specifically to satisfy tax withholding obligations related to RSU vesting and settlement, rather than elective portfolio rebalancing.

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.

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Accepted by SEC EDGAR 04/02/2026 - 04:47 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).

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 IDAHO 83702

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/31/2026		M		12,539(1)	A	$0.00	1,369,677	D
Class A Common Stock	03/31/2026		M		75,918(1)	A	$0.00	1,445,595	D
Class A Common Stock	03/31/2026		M		21,991(1)	A	$0.00	1,467,586	D
Class A Common Stock	03/31/2026		S		35,717(2)	D	$23.7995	1,431,869	D
Class A Common Stock	03/31/2026		S		10,349(2)	D	$23.7995	1,421,520	D
Class A Common Stock	03/31/2026		S		5,901(2)	D	$23.7995	1,415,619	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
Restricted Stock Unit	$0.00	03/31/2026		M			12,539	(3)	02/28/2034	Class A Common Stock	12,539	$0.00	87,769	D
Restricted Stock Unit	$0.00	03/31/2026		M			21,991	(4)	02/13/2035	Class A Common Stock	21,991	$0.00	241,898	D
Restricted Stock Unit	$0.00	03/31/2026		M			75,918	(5)	02/11/2036	Class A Common Stock	75,918	$0.00	531,423	D

Explanation of Responses:

1. These shares represent shares acquired upon the vesting of Restricted Stock Units ("RSUs").

2. 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.

3. 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.

4. 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.

5. 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	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)