Clearwater Analytics (CWAN) executive details RSU vesting and tax share sale

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. reported insider equity activity by its Chief Client Officer on 01/01/2026. The officer acquired 67,575 shares of Class A common stock at $0.00 per share through the vesting and settlement of Restricted Stock Units (RSUs) in two lots of 50,000 and 17,575 shares.

On the same date, the officer sold a total of 25,646 shares of Class A common stock in two trades of 17,382 and 8,264 shares at $24.0925 per share to cover tax withholding obligations related to the RSU vesting, as required under a "sell to cover" election by the issuer. Following these transactions, the officer directly owned 277,189 shares of Class A common stock and held 50,000 RSUs that remain outstanding and are scheduled to vest in 25% annual installments beginning on 01/01/2023.

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^*

Sethi Subi

(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 Client 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		50,000(1)	A	$0.00	285,260	D
Class A Common Stock	01/01/2026		M		17,575(1)	A	$0.00	302,835	D
Class A Common Stock	01/01/2026		S		17,382(2)	D	$24.0925	285,453	D
Class A Common Stock	01/01/2026		S		8,264(2)	D	$24.0925	277,189	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			17,575	(3)	01/01/2032	Class A Common Stock	17,575	$0.00	0.00	D
Restricted Stock Unit	$0.00	01/01/2026		M			50,000	(4)	01/01/2033	Class A Common Stock	50,000	$0.00	50,000	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 Subi Sethi	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did CWAN report in this filing?

The filing reports that Clearwater Analytics Holdings, Inc.'s Chief Client Officer had Restricted Stock Units vest on 01/01/2026, resulting in the acquisition of 67,575 Class A common shares and the sale of 25,646 shares to cover tax withholding obligations.

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

After the reported transactions on 01/01/2026, the officer beneficially owned 277,189 shares of Clearwater Analytics Class A common stock directly.

What price were CWAN shares sold for in the tax withholding transactions?

The two sales executed to cover tax withholding obligations were for 17,382 and 8,264 Class A shares at a price of $24.0925 per share.

Were the share sales by the CWAN officer discretionary trades?

No. The filing explains that the 25,646 shares sold were mandated under the issuer's election to satisfy tax withholding obligations through a "sell to cover" transaction and do not represent discretionary sales by the officer.

What Restricted Stock Units (RSUs) are still outstanding for the CWAN officer?

Following the transactions, the officer held 50,000 RSUs outstanding, each RSU representing one share of Class A common stock, with these RSUs scheduled to vest in 25% annual installments beginning on 01/01/2023, subject to continued service.

What RSU vesting schedules are described for the CWAN officer?

The filing states that certain RSUs vest in 25% installments on each of the first four anniversaries of the vesting commencement date, with one grant beginning on 01/01/2022 and another beginning on 01/01/2023, assuming no termination before each vesting date.