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
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.
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.
Insider Trade Summary
| 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 | 2,805 | $17.6772 | $50K |
| Sale | Class A Common Stock | 1,700 | $17.6772 | $30K |
Footnotes (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.
