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

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Erickson Scott Stanley
Role Chief Revenue Officer
Sold 4,454 shs ($107K)
Type Security Shares Price Value
Exercise Restricted Stock Unit 3,125 $0.00 --
Exercise Restricted Stock Unit 5,156 $0.00 --
Exercise Class A Common Stock 3,125 $0.00 --
Exercise Class A Common Stock 5,156 $0.00 --
Sale Class A Common Stock 2,774 $24.0836 $67K
Sale Class A Common Stock 1,680 $24.0836 $40K
Holdings After Transaction: Restricted Stock Unit — 25,000 shares (Direct); Class A Common Stock — 22,677 shares (Direct)
Footnotes (1)
  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 →
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*
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.
* 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 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 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.