Clearwater Analytics (CWAN) CRO details RSU vesting and sell-to-cover stock sales

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. reported insider equity activity for its Chief Revenue Officer on a recent Form 4. On 01/01/2026, the officer acquired 62,500 and 31,424 shares of Class A common stock at an exercise price of $0.00 upon the vesting of previously granted Restricted Stock Units (RSUs). On the same date, the officer sold 16,894 and 27,492 shares of Class A common stock at $24.0925 per share to cover tax withholding obligations related to the RSU vesting, as required by the company’s elected “sell to cover” policy, so these were not discretionary sales. Following these transactions, the officer directly owned 72,917 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^*

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)
01/01/2026

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	01/01/2026		M		62,500(1)	A	$0.00	85,879	D
Class A Common Stock	01/01/2026		M		31,424(1)	A	$0.00	117,303	D
Class A Common Stock	01/01/2026		S		16,894(2)	D	$24.0925	100,409	D
Class A Common Stock	01/01/2026		S		27,492(2)	D	$24.0925	72,917	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	01/01/2026		M			31,424	(3)	01/01/2032	Class A Common Stock	31,424	$0.00	0.00	D
Restricted Stock Unit	$0.00	01/01/2026		M			62,500	(4)	01/01/2033	Class A Common Stock	62,500	$0.00	62,500	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. The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2022

4. The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2023

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Scott Erickson	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Clearwater Analytics (CWAN) report on this Form 4?

The filing reports equity transactions by Clearwater Analytics’ Chief Revenue Officer on 01/01/2026, including RSU vesting into Class A common stock and related share sales to cover tax withholding obligations.

How many Clearwater Analytics (CWAN) shares vested from RSUs on 01/01/2026?

On 01/01/2026, the officer acquired 62,500 and 31,424 shares of Clearwater Analytics Class A common stock at an exercise price of $0.00 per share upon the vesting of two Restricted Stock Unit awards.

Why did the Clearwater Analytics (CWAN) insider sell shares on 01/01/2026?

The filing states that sales of 16,894 and 27,492 shares at $24.0925 per share were made to cover tax withholding obligations in connection with RSU vesting, under an issuer-mandated “sell to cover” election, and did not represent discretionary transactions by the reporting person.

How many Clearwater Analytics (CWAN) shares does the reporting person own after these transactions?

After the reported transactions on 01/01/2026, the officer directly owned 72,917 shares of Clearwater Analytics Class A common stock.

What are the vesting terms of the Clearwater Analytics (CWAN) RSUs mentioned in the filing?

According to the explanations, one RSU grant vests in 25% installments on each of the first four anniversaries of the vesting period commencement date beginning on 01-Jan-2022, and another RSU grant vests in 25% installments on each of the first four anniversaries of the vesting period commencement date beginning on 01-Jan-2023, subject to continued service.

At what price were Clearwater Analytics (CWAN) shares sold in the tax-withholding transactions?

The shares sold to cover tax withholding obligations on 01/01/2026 were sold at a price of $24.0925 per share.