Clearwater Analytics (CWAN) CRO reports RSU vesting and mandated share sales

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. insider activity shows Chief Revenue Officer Scott Erickson reporting routine equity compensation events. On December 31, 2025, Restricted Stock Units (RSUs) converted into Class A common stock in two transactions, adding 3,125 and 5,156 shares at an exercise price of $0.00 per share. The filing states these shares were acquired upon the vesting of RSUs.

On the same date, Erickson sold 2,774 and 1,680 Class A shares at a price of $24.0836 per share. The explanation notes these sales were made to cover tax withholding obligations in connection with RSU vesting, pursuant to the issuer’s required “sell to cover” election, and are described as non-discretionary for the reporting person. Following the reported transactions, Erickson continued to hold Class A common stock directly and maintained unvested RSUs scheduled to vest quarterly over four-year periods starting January 1, 2024 and January 1, 2025.

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^*

Erickson Scott Stanley

(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 Revenue 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		3,125(1)	A	$0.00	22,677	D
Class A Common Stock	12/31/2025		M		5,156(1)	A	$0.00	27,833	D
Class A Common Stock	12/31/2025		S		2,774(2)	D	$24.0836	25,059	D
Class A Common Stock	12/31/2025		S		1,680(2)	D	$24.0836	23,379	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			3,125	(3)	02/28/2034	Class A Common Stock	3,125	$0.00	25,000	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 Scott Erickson	01/05/2026
	** 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 activity did Clearwater Analytics (CWAN) report for Scott Erickson?

The report shows Chief Revenue Officer Scott Erickson had Restricted Stock Units vest into Class A common stock and then sold a portion of those shares on December 31, 2025 to satisfy tax withholding obligations.

How many Clearwater Analytics (CWAN) shares were sold to cover taxes?

Scott Erickson sold 2,774 and 1,680 Class A common shares, each at $24.0836 per share, in transactions described as sales to cover tax withholding obligations related to RSU vesting.

Were the Clearwater Analytics (CWAN) insider sales discretionary?

No. The explanation states the sales were mandated by the issuer’s election to require tax withholding obligations to be funded by a “sell to cover” transaction and do not represent a discretionary transaction by Scott Erickson.

What RSU vesting schedules are disclosed for Clearwater Analytics (CWAN) stock awards?

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.

What derivative securities related to Clearwater Analytics (CWAN) does Scott Erickson hold?

The filing lists Restricted Stock Units with an exercise price of $0.00 per unit, each representing the right to receive Clearwater Analytics Class A common stock, with stated expiration dates including February 28, 2034 and February 13, 2035.

What is Scott Erickson’s role at Clearwater Analytics Holdings, Inc. (CWAN)?

Scott Erickson is identified as an Officer of Clearwater Analytics Holdings, Inc., serving as the company’s Chief Revenue Officer.