Were the Clearwater Analytics (CWAN) insider share sales discretionary?

The notes state that the reported sales were made to cover tax withholding obligations under a mandated “sell to cover” election and do not represent a discretionary transaction by the reporting person.

Clearwater Analytics (CWAN) Chief Client Officer logs RSU vesting and tax sales

Q: What do the RSU terms for the Clearwater Analytics (CWAN) officer specify?

For one RSU grant, 6.25% vests at the end of each 3‑month period for 4 years following January 1, 2024 . For another, 6.25% vests at the end of each 3‑month period for 4 years following January 1, 2025 , with settlement within thirty days of each vesting date.

Q: How many derivative securities remain after these Clearwater Analytics (CWAN) transactions?

After the reported transactions, the Form 4 shows 62,500 RSUs in one grant and 93,750 RSUs in another grant beneficially owned directly.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. insider activity: Chief Client Officer Subi Sethi reported equity transactions dated 12/31/2025. The filing shows the vesting of Restricted Stock Units (RSUs), resulting in the acquisition of 7,812 shares of Class A common stock at a price of $0.00 per share in two separate entries. On the same date, 3,672 shares in two separate entries were sold at $24.0836 per share.

According to the notes, the acquired shares came from RSUs that vested, and the sales were made to cover tax withholding obligations in connection with this vesting and settlement. The sales were mandated by the issuer’s “sell to cover” election and are described as not representing a discretionary transaction by the reporting person.

Insider Trade Summary

Net Seller: 7,344 shares ($176,870)

Net Sell 6 txns

Insider Sethi Subi

Role Chief Client Officer

Sold 7,344 shs ($177K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	7,812	$0.00	--
Exercise	Restricted Stock Unit	7,812	$0.00	--
Exercise	Class A Common Stock	7,812	$0.00	--
Exercise	Class A Common Stock	7,812	$0.00	--
Sale	Class A Common Stock	3,672	$24.0836	$88K
Sale	Class A Common Stock	3,672	$24.0836	$88K

Holdings After Transaction: Restricted Stock Unit — 62,500 shares (Direct); Class A Common Stock — 234,792 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.

Form 4 Insider Transactions: What Each Field Means →

01/05/2026 - 06:14 PM

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^*

Sethi Subi

(Last)

(First)

(Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE

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)
12/31/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/31/2025		M		7,812⁽¹⁾	A	$0.00	234,792	D
Class A Common Stock	12/31/2025		M		7,812⁽¹⁾	A	$0.00	242,604	D
Class A Common Stock	12/31/2025		S		3,672⁽²⁾	D	$24.0836	238,932	D
Class A Common Stock	12/31/2025		S		3,672⁽²⁾	D	$24.0836	235,260	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0.00	12/31/2025		M			7,812	⁽³⁾	02/28/2034	Class A Common Stock	7,812	$0.00	62,500	D
Restricted Stock Unit	$0.00	12/31/2025		M			7,812	⁽⁴⁾	02/13/2035	Class A Common Stock	7,812	$0.00	93,750	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.

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Subi Sethi	01/05/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Clearwater Analytics (CWAN) report for 12/31/2025?

The Chief Client Officer, Subi Sethi, reported RSU vesting that delivered 7,812 Class A common shares in two entries and related share sales of 3,672 shares in two entries.

Who is the reporting person in this Clearwater Analytics (CWAN) Form 4?

The reporting person is Subi Sethi, who is identified as an officer of Clearwater Analytics Holdings, Inc. with the title Chief Client Officer.

What price was received for the Clearwater Analytics (CWAN) shares sold?

The reported Class A common stock sales on 12/31/2025 were executed at a price of $24.0836 per share.

What do the RSU terms for the Clearwater Analytics (CWAN) officer specify?

For one RSU grant, 6.25% vests at the end of each 3‑month period for 4 years following January 1, 2024. For another, 6.25% vests at the end of each 3‑month period for 4 years following January 1, 2025, with settlement within thirty days of each vesting date.

How many derivative securities remain after these Clearwater Analytics (CWAN) transactions?

After the reported transactions, the Form 4 shows 62,500 RSUs in one grant and 93,750 RSUs in another grant beneficially owned directly.