Clearwater (CWAN) Insider Form 4 Shows RSU Vesting and Tax-Related Share Sales

Rhea-AI Filing Summary

Insider transactions by Scott Erickson, Chief Revenue Officer of Clearwater Analytics (CWAN). On 09/30/2025 Mr. Erickson had restricted stock units (RSUs) vest and settle into Class A common stock: 3,125 shares from one grant and 5,156 shares from a second grant. Concurrently, he sold 2,805 and 1,700 shares on the same date to satisfy tax withholding under the issuer's mandatory "sell to cover" policy. After these transactions, Mr. Erickson directly beneficially owned 19,552 Class A shares. The RSUs have scheduled quarterly vesting (6.25% every three months) and settlement schedules extending through 2034 and 2035 for the two grants.

Positive

• Vesting increased direct ownership: Mr. Erickson received 3,125 and 5,156 shares from RSU vesting, adding vested equity alignment with shareholders
• Transparent disclosure: Transactions were reported on Form 4 with details on vesting schedules and mandatory tax-withholding sales

Negative

• Sell-to-cover reduced net shares: 2,805 and 1,700 shares were sold to satisfy tax withholding, lowering the immediate net increase in holdings

Insights

Financial Analyst

TL;DR: Routine RSU vesting with sell-to-cover tax sales; increases vested holdings but reduces net shares sold for taxes.

These transactions are typical compensation-related events rather than open-market investment moves. The filings show non-cash compensation converting to shares (3,125 and 5,156 shares) and immediate, issuer-mandated tax withholding via share sales (2,805 and 1,700 shares). Net incremental vested shares increased the reporting person's beneficial position while the sell-to-cover activity monetized a portion solely for taxes. No option exercises, discretionary open-market purchases, or additional derivative activity were reported.

Corporate Governance Expert

TL;DR: Governance-normal disclosure of RSU vesting and mandatory tax-related sales; filing appears complete and timely.

The Form 4 documents standard equity compensation mechanics: time-based RSU vesting schedules (6.25% quarterly for four years from 2024 and 2025) and settlements within 30 days. The report is signed by an attorney-in-fact, consistent with delegated filing practice. There are no indications of unusual timing or related-party transactions disclosed in this filing.

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^*

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)
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	18,901	D
Class A Common Stock	09/30/2025		M		5,156(1)	A	$0.00	24,057	D
Class A Common Stock	09/30/2025		S		2,805(2)	D	$17.6772	21,252	D
Class A Common Stock	09/30/2025		S		1,700(2)	D	$17.6772	19,552	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			5,156	(4)	02/13/2035	Class A Common Stock	5,156	$0.00	67,031	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	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).
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FAQ

What did Scott Erickson report on the Form 4 for CWAN?

The Form 4 reports RSU vesting resulting in 3,125 and 5,156 Class A shares acquired and sales of 2,805 and 1,700 shares to cover taxes on 09/30/2025.

How many Class A shares did Erickson beneficially own after these transactions?

After the reported transactions Mr. Erickson beneficially owned 19,552 Class A shares as stated on the Form 4.

Why were shares sold on the same date as vesting?

The sales were mandatory under the issuer's election to satisfy tax withholding obligations via a sell-to-cover transaction and were not discretionary trades by the reporting person.

What are the vesting schedules for the RSU grants reported?

Each RSU grant vests 6.25% at the end of each 3-month period for the next four years from the grant dates (one series from 01/01/2024 and one from 01/01/2025) with settlement within 30 days of each vesting date.

Were any derivative securities exercised or disposed of in this filing?

No exercises or disposals of derivative securities were reported; the filing documents RSU vesting and share sales for tax withholding only.