Director at Clearwater (NYSE: CWAN) swaps LLC units for Class A shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. director D. Scott Mackesy converted interests in CWAN Holdings LLC and related Class B shares into Class A Common Stock. He exchanged 201,125 LLC Interests held directly and 91,055 LLC Interests held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust, together with an equal number of Class B shares, for 292,180 Class A shares for no consideration. After the transaction, his reported holdings total 633,879 Class A shares, including 427,776 held directly and 206,103 held by the trust. This is a non-market conversion, not an open‑market purchase or sale.

Insider Trade Summary

292,180 shares exercised/converted

Mixed 3 txns

Insider MACKESY D SCOTT

Role null

Type	Security	Shares	Price	Value
Conversion	CWAN Holdings LLC Interests	292,180	$0.00	--
Conversion	Class B Common Stock	292,180	$0.00	--
Conversion	Class A Common Stock	292,180	$0.00	--

Holdings After Transaction: CWAN Holdings LLC Interests — 0 shares (Indirect, See Footnote); Class B Common Stock — 0 shares (Indirect, See Footnote); Class A Common Stock — 633,879 shares (Indirect, See Footnote)

Footnotes (1)

Pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC and the Amended and Restated Certificate of Incorporation of Clearwater Analytics Holdings, Inc. (the "Issuer"), the Reporting Person exchanged 201,125 common units (the "LLC Interests") of CWAN Holdings, LLC directly held by the Reporting Person and 91,055 LLC Interests held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust, together with an equal number of shares of Class B Common Stock of the Issuer, for an equal number of shares of Class A Common Stock of the Issuer for no consideration. The reported securities consist of 427,776 shares of Class A Common Stock held directly by the Reporting Person and 206,103 shares of Class A Common Stock held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust. LLC Interests are exchangeable (together with the delivery for no consideration of an equal number of shares of Class B Common Stock) for an equal number of newly issued shares of Class A Common Stock from time to time, subject to customary adjustments, or, at the election of the Issuer, a cash payment equal to the 20 day volume weighted average price of shares of Class A Common Stock immediately prior to the applicable exchange date.

Key Figures

Converted LLC Interests: 292,180 interests Direct LLC Interests exchanged: 201,125 interests Trust LLC Interests exchanged: 91,055 interests +5 more

8 metrics

Converted LLC Interests 292,180 interests Exchanged for 292,180 Class A shares for no consideration

Direct LLC Interests exchanged 201,125 interests Directly held by D. Scott Mackesy before conversion

Trust LLC Interests exchanged 91,055 interests Held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust

Class A shares received 292,180 shares Received in exchange for LLC Interests and Class B shares

Total Class A holdings after 633,879 shares Beneficial ownership after the reported conversion

Direct Class A holdings after 427,776 shares Class A Common Stock held directly by Mackesy

Trust Class A holdings after 206,103 shares Class A Common Stock held by the 2014 Irrevocable Descendants Trust

Alternative cash settlement basis 20-day VWAP Cash payment may equal 20-day volume weighted average price of Class A

Key Terms

LLC Interests, Class A Common Stock, Class B Common Stock, Irrevocable Descendants Trust, +1 more

5 terms

LLC Interests financial

"Pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC..."

Class A Common Stock financial

"for an equal number of shares of Class A Common Stock of the Issuer for no consideration."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class B Common Stock financial

"together with an equal number of shares of Class B Common Stock of the Issuer..."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Irrevocable Descendants Trust financial

"91,055 LLC Interests held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust..."

volume weighted average price financial

"a cash payment equal to the 20 day volume weighted average price of shares of Class A..."

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 4 Insider Transactions: What Each Field Means →

06/01/2026 - 09:27 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MACKESY D SCOTT

(Last)

(First)

(Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE

IDAHO

83702

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	05/28/2026		C		292,180	D	⁽¹⁾	0	I	See Footnote⁽¹⁾
Class A Common Stock	05/28/2026		C		292,180	A	⁽¹⁾	633,879	I	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
CWAN Holdings LLC Interests	⁽³⁾	05/28/2026		C			292,180	⁽³⁾	⁽³⁾	Class A Common Stock	292,180	⁽³⁾	0	I	See Footnote⁽¹⁾

Explanation of Responses:

1. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings LLC and the Amended and Restated Certificate of Incorporation of Clearwater Analytics Holdings, Inc. (the "Issuer"), the Reporting Person exchanged 201,125 common units (the "LLC Interests") of CWAN Holdings, LLC directly held by the Reporting Person and 91,055 LLC Interests held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust, together with an equal number of shares of Class B Common Stock of the Issuer, for an equal number of shares of Class A Common Stock of the Issuer for no consideration.

2. The reported securities consist of 427,776 shares of Class A Common Stock held directly by the Reporting Person and 206,103 shares of Class A Common Stock held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust.

3. LLC Interests are exchangeable (together with the delivery for no consideration of an equal number of shares of Class B Common Stock) for an equal number of newly issued shares of Class A Common Stock from time to time, subject to customary adjustments, or, at the election of the Issuer, a cash payment equal to the 20 day volume weighted average price of shares of Class A Common Stock immediately prior to the applicable exchange date.

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for D Scott Mackesy	06/01/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Clearwater Analytics (CWAN) director D. Scott Mackesy report on this Form 4?

Director D. Scott Mackesy reported converting CWAN Holdings LLC Interests and related Class B shares into 292,180 shares of Class A Common Stock for no consideration, reflecting an internal equity restructuring rather than an open-market stock purchase or sale.

How many Clearwater Analytics (CWAN) Class A shares does Mackesy hold after the conversion?

After the conversion, D. Scott Mackesy reports beneficial ownership of 633,879 Class A shares, consisting of 427,776 shares held directly and 206,103 shares held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust, according to the Form 4 footnotes.

Was cash involved in the Clearwater Analytics (CWAN) insider transaction?

No cash changed hands in this reported transaction. The filing states that LLC Interests and an equal number of Class B shares were exchanged for the same number of Class A shares for no consideration, indicating a non-cash equity conversion.

What securities were converted in this Clearwater Analytics (CWAN) Form 4 filing?

The filing shows 292,180 CWAN Holdings LLC Interests and an equal number of Class B Common Stock shares were exchanged for 292,180 Class A Common Stock shares. This includes 201,125 LLC Interests held directly and 91,055 LLC Interests held by a family trust.

How are Mackesy’s Clearwater Analytics (CWAN) shares split between direct and trust holdings?

According to the footnotes, Mackesy’s 633,879 Class A shares consist of 427,776 held directly and 206,103 held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust, reflecting both personal and trust-based ownership in Clearwater Analytics.

What does the CWAN Form 4 say about future exchanges of LLC Interests?

The filing notes that LLC Interests can be exchanged, together with an equal number of Class B shares delivered for no consideration, for an equal number of newly issued Class A shares or, at the issuer’s election, a cash payment equal to the 20‑day volume weighted average price.