Clearwater Analytics (CWAN) CTO discloses RSU vesting and tax-related share sales

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. Chief Technology Officer Souvik Das reported automatic share transactions tied to restricted stock unit (RSU) vesting. On 12/31/2025, RSUs converted into 4,687 Class A common shares and another 5,156 Class A common shares at an exercise price of $0.00 per share. These were reported as acquisitions.

On the same date, Das reported two sales of Class A common stock, with 2,762 shares and 2,511 shares sold at a price of $24.0836 per share. The filing explains that these sales were made solely to cover tax withholding obligations related to the RSU vesting under a mandatory “sell to cover” arrangement, and were not discretionary trades. After these transactions, Das directly beneficially owned 100,756 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^*

Das Souvik

(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 Technology 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/31/2025		M		4,687(1)	A	$0.00	100,873	D
Class A Common Stock	12/31/2025		M		5,156(1)	A	$0.00	106,029	D
Class A Common Stock	12/31/2025		S		2,762(2)	D	$24.0836	103,267	D
Class A Common Stock	12/31/2025		S		2,511(2)	D	$24.0836	100,756	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	12/31/2025		M			4,687	(3)	02/28/2034	Class A Common Stock	4,687	$0.00	37,500	D
Restricted Stock Unit	$0.00	12/31/2025		M			5,156	(4)	02/13/2035	Class A Common Stock	5,156	$0.00	61,875	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 Souvik Das	01/02/2026
	** 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 insider transaction did Clearwater Analytics (CWAN) report for Souvik Das?

The Chief Technology Officer, Souvik Das, reported RSU vesting into Class A common stock and related share sales made on 12/31/2025 to cover tax withholding obligations.

How many Clearwater Analytics (CWAN) RSUs vested for Souvik Das on 12/31/2025?

RSU awards converted into 4,687 Class A common shares from one grant and 5,156 Class A common shares from another grant, each at an exercise price of $0.00 per share.

How many Clearwater Analytics (CWAN) shares did Souvik Das sell and at what price?

He reported two sales: 2,762 shares and 2,511 shares of Class A common stock, both at a price of $24.0836 per share.

Why were Souvik Das's Clearwater Analytics (CWAN) shares sold on 12/31/2025?

The filing states the sales were to cover tax withholding obligations from RSU vesting under a required “sell to cover” election by the issuer, and were not discretionary trades by Souvik Das.

How many Clearwater Analytics (CWAN) shares does Souvik Das own after these transactions?

Following the reported RSU vesting and tax-related sales, Souvik Das directly beneficially owned 100,756 shares of Clearwater Analytics Class A common stock.

What are the vesting schedules for Souvik Das's Clearwater Analytics (CWAN) RSUs?

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.