[Form 4] Clearwater Analytics Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions at Clearwater Analytics (CWAN): Jim S. Cox, the company’s Chief Financial Officer, had Restricted Stock Units vest on 09/30/2025 and received a total of 10,938 Class A common shares from two vesting events (3,125 and 7,813 shares). Following vesting, the reporting person sold 5,919 shares on the same date to cover tax-withholding obligations at an average price of $17.6772 per share, leaving 343,983 shares beneficially owned directly. The sales were described as mandatory "sell-to-cover" transactions required by the issuer and not discretionary trades by the reporting person.

Positive

• RSU vesting increased the CFO's direct ownership by 10,938 Class A shares, reflecting compensation realization
• Disclosure complies with Section 16 and clearly states that sales were mandated for tax withholding, not discretionary

Negative

• Sell-to-cover resulted in disposal of 5,919 shares, reducing the net incremental ownership from the vesting
• Reported sale price of $17.6772 for the withheld shares shows shares were sold into the market at that price

Insights

Securities Analyst

TL;DR: Routine executive RSU vesting with mandatory sell-to-cover tax sales; no discretionary trading reported, neutral for investors.

The Form 4 discloses standard compensation settlement activity: two RSU grants vested and settled into Class A common shares, increasing the CFO’s direct holdings before a simultaneous sell-to-cover action reduced those shares to satisfy tax obligations. The sale price reported was $17.6772 per share for 5,919 shares sold. This filing does not indicate stock option exercises, open-market purchases, or voluntary dispositions that would signal active trading by management. The nature and timing are consistent with scheduled compensation vesting and company withholding policy.

Corporate Governance Expert

TL;DR: Compensation-related vesting and tax-withholding sale; disclosure aligns with Section 16 reporting requirements.

The statement shows required compliance with insider reporting rules and issuer-mandated tax withholding via sell-to-cover. Vesting schedules for the RSUs are specified: one tranche vests quarterly over four years starting 01/01/2024 and another starting 01/01/2025, with settlement within thirty days of vesting. The filing is procedural and provides transparency about ownership changes without revealing discretionary insider market timing, supporting governance transparency.

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).

1. Name and Address of Reporting Person^*

Cox James S

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		M		3,125(1)	A	$0.00	342,089	D
Class A Common Stock	09/30/2025		M		7,813(1)	A	$0.00	349,902	D
Class A Common Stock	09/30/2025		S		4,228(2)	D	$17.6772	345,674	D
Class A Common Stock	09/30/2025		S		1,691(2)	D	$17.6772	343,983	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	09/30/2025		M			3,125	(3)	02/28/2034	Class A Common Stock	3,125	$0.00	28,125	D
Restricted Stock Unit	$0.00	09/30/2025		M			7,813	(4)	02/13/2035	Class A Common Stock	7,813	$0.00	101,562	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 Jim Cox	10/01/2025
	** 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.

FAQ

What transactions did Jim S. Cox report on the CWAN Form 4?

He reported vesting of RSUs totaling 10,938 Class A shares and sales of 5,919 shares on 09/30/2025 to cover tax withholding.

How many Class A shares does the reporting person own after these transactions?

The filing reports 343,983 shares beneficially owned directly following the reported transactions.

Why were some shares sold according to the Form 4?

The sales were "sell-to-cover" transactions mandated by the issuer to satisfy tax-withholding obligations and were not discretionary.

What price were the withheld shares sold at?

The shares sold to cover taxes were reported at $17.6772 per share.

When do the RSU vesting schedules occur per the filing?

One RSU tranche vests 6.25% every three months for four years starting 01/01/2024; another follows the same quarterly 6.25% schedule starting 01/01/2025.