Clearwater (NYSE: CWAN) CRO nets shares after PSU vesting sales

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. Chief Revenue Officer Scott Stanley Erickson reported multiple equity award settlements and related share sales involving Class A Common Stock. On the reported date, he acquired shares through the vesting of performance stock units granted in 2023, 2024, and 2025, which vested based on the company’s 2025 revenue growth performance criteria.

Following these vestings, he sold 74,530 shares at a price of $23.4417 per share in open-market transactions. According to the disclosure, these sales were mandated "sell to cover" transactions to satisfy tax withholding obligations and were not discretionary. After all transactions, Erickson directly owned 138,630 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)
02/18/2026

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	02/18/2026		M		18,332(1)	A	$0.00	91,244(2)	D
Class A Common Stock	02/18/2026		M		30,250(3)	A	$0.00	121,494	D
Class A Common Stock	02/18/2026		M		91,666(4)	A	$0.00	213,160	D
Class A Common Stock	02/18/2026		S		9,742(5)	D	$23.4417	203,418	D
Class A Common Stock	02/18/2026		S		16,076(5)	D	$23.4417	187,342	D
Class A Common Stock	02/18/2026		S		48,712(5)	D	$23.4417	138,630	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

Explanation of Responses:

1. The Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 28, 2024. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.

2. The amount in Column 5 in Table I has been adjusted by 5 units to reflect the correct number of shares beneficially owned by the reporting person.

3. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 13, 2025. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.

4. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 20, 2023. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.

5. 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 performance 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.

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Scott Erickson	02/20/2026
	** 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 did Clearwater Analytics (CWAN) CRO Scott Erickson report in this Form 4?

Scott Erickson reported vesting of performance stock units and related share sales. He acquired Class A shares upon PSU vesting tied to 2025 revenue growth, then sold shares in mandated transactions to cover tax withholding obligations, leaving him with a direct holding of 138,630 shares.

How many Clearwater Analytics (CWAN) shares did the CRO sell and at what price?

The CRO sold a total of 74,530 Class A Common Stock shares at a reported price of $23.4417 per share. These open-market sales were executed specifically to satisfy tax withholding obligations resulting from the settlement of vested performance stock units.

Were Scott Erickson’s Clearwater Analytics (CWAN) share sales discretionary?

The share sales were described as non-discretionary. The company required tax withholding obligations from vested performance stock units to be funded through a “sell to cover” transaction, so the reported sales reflect that mandated mechanism rather than elective selling activity by the executive.

What performance conditions triggered the Clearwater Analytics (CWAN) PSU vesting?

The performance stock units vested based on Clearwater Analytics’ achievement of specified performance criteria tied to revenue growth in 2025. PSUs granted in 2023, 2024, and 2025 became eligible to vest once these revenue-based performance targets were met, leading to the reported share acquisitions.

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

After the PSU vesting and related tax-withholding sales, Scott Erickson directly owns 138,630 shares of Clearwater Analytics Class A Common Stock. This figure reflects the adjusted beneficial ownership disclosed following all reported transactions in the Form 4 filing for the stated date.

What adjustment was made to Scott Erickson’s reported Clearwater Analytics (CWAN) holdings?

The filing notes a small correction of 5 units to Column 5, adjusting the number of shares beneficially owned. This revision ensures the share count accurately reflects Scott Erickson’s direct holdings after the performance stock unit vestings and associated tax-withholding sales.