Clearwater Analytics (CWAN) CTO discloses RSU vesting, tax-related stock sales

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. insider filing shows equity awards vesting and tax-related sales. Chief Technology Officer Souvik Das reported multiple transactions in Class A common stock dated 01/01/2026. Restricted Stock Units converted into 75,000 shares, 9,375 shares, and 4,687 shares of Class A common stock at an exercise price of $0.00. On the same date, 34,058 shares, 5,024 shares, and 2,512 shares of Class A common stock were sold at $24.0925 per share to cover tax withholding obligations related to the RSU vesting, as mandated by the issuer. Following these transactions, Das directly beneficially owned 148,224 shares of Class A common stock. The filing also shows 75,000 Restricted Stock Units outstanding, each RSU representing a right to receive one share, with vesting in 25% installments over four years starting on specified commencement dates.

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)
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		75,000(1)	A	$0.00	175,756	D
Class A Common Stock	01/01/2026		M		9,375(1)	A	$0.00	185,131	D
Class A Common Stock	01/01/2026		M		4,687(1)	A	$0.00	189,818	D
Class A Common Stock	01/01/2026		S		34,058(2)	D	$24.0925	155,760	D
Class A Common Stock	01/01/2026		S		5,024(2)	D	$24.0925	150,736	D
Class A Common Stock	01/01/2026		S		2,512(2)	D	$24.0925	148,224	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			4,687	(3)	01/01/2032	Class A Common Stock	4,687	$0.00	0.00	D
Restricted Stock Unit	$0.00	01/01/2026		M			9,375	(3)	03/18/2032	Class A Common Stock	9,375	$0.00	0.00	D
Restricted Stock Unit	$0.00	01/01/2026		M			75,000	(4)	01/01/2033	Class A Common Stock	75,000	$0.00	75,000	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 Souvik Das	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 in this Form 4?

The Chief Technology Officer, Souvik Das, reported vesting of Restricted Stock Units into Class A common stock on 01/01/2026 and related sales of shares to satisfy tax withholding obligations mandated by the issuer.

How many Clearwater Analytics (CWAN) shares did the CTO acquire from RSU vesting?

Souvik Das acquired 75,000 shares, 9,375 shares, and 4,687 shares of Clearwater Analytics Class A common stock upon the vesting of Restricted Stock Units on 01/01/2026, each at an exercise price of $0.00.

How many Clearwater Analytics (CWAN) shares were sold, and at what price?

The filing reports sales of 34,058 shares, 5,024 shares, and 2,512 shares of Class A common stock at a price of $24.0925 per share on 01/01/2026, in each case to cover tax withholding obligations tied to RSU vesting.

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

After the reported transactions on 01/01/2026, Souvik Das directly beneficially owned 148,224 shares of Clearwater Analytics Class A common stock.

What are the key terms of the Restricted Stock Units reported for Clearwater Analytics (CWAN)?

The Restricted Stock Units each have a conversion or exercise price of $0.00, represent the right to receive Class A common stock, and vest in 25% installments on each of the first four anniversaries of the Vesting Period Commencement Date, beginning on 01-Jan-2022 or 01-Jan-2023, provided the participant does not incur a termination before the applicable vesting date.

How many Clearwater Analytics (CWAN) RSUs remain outstanding for the CTO?

The filing shows 75,000 Restricted Stock Units outstanding for Souvik Das, each RSU corresponding to one share of Class A common stock, with an expiration date of 01/01/2033.