Form 4: Clearwater Analytics CEO Reports Routine Stock Transactions

Clearwater Analytics CEO Sandeep Sahai reported the vesting of restricted stock units and a subsequent 'sell to cover' transaction for tax obligations.

Summary

• Sandeep Sahai, Chief Executive Officer and Director of Clearwater Analytics Holdings, Inc. (CWAN), reported transactions on September 30, 2025.
• Acquired a total of 34,529 shares of Class A Common Stock (12,539 shares and 21,990 shares) upon the vesting of Restricted Stock Units (RSUs).
• Disposed of a total of 16,592 shares of Class A Common Stock (10,566 shares and 6,026 shares) at a price of $17.6772 per share.
• The disposition was a non-discretionary 'sell to cover' transaction mandated by the Issuer to satisfy tax withholding obligations related to the RSU vesting.
• Following these reported transactions, Sahai directly beneficially owns 913,600 shares of Class A Common Stock.
• Remaining unvested derivative securities include 112,846 Restricted Stock Units (vesting 6.25% quarterly over 4 years from January 1, 2024) and 285,880 Restricted Stock Units (vesting 6.25% quarterly over 4 years from January 1, 2025).

Sentiment

Score: 6

Explanation: The filing reports routine insider transactions involving the vesting of restricted stock units and a mandatory 'sell to cover' for tax obligations, indicating ongoing executive compensation and equity alignment without discretionary sales.

Positives

• Continued equity alignment of the CEO with shareholder interests through significant beneficial ownership of 913,600 Class A Common Stock shares.
• Vesting of 34,529 Restricted Stock Units (RSUs) demonstrates the ongoing compensation structure and retention of key executives.

Negatives

• No discretionary sales were reported, only 'sell to cover' transactions for tax purposes, which are not inherently negative.

Future Outlook

NA

Management Comments

• The sale reported 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.

Industry Context

NA

Stakeholder Impact

• Shareholders: The transactions reflect routine executive compensation and do not indicate a change in management's discretionary view of the company's stock.
• Employees: The vesting schedule provides insight into the company's long-term incentive plans for executives.

Next Steps

• Continued quarterly vesting of 112,846 Restricted Stock Units over the next 4 years following January 1, 2024.
• Continued quarterly vesting of 285,880 Restricted Stock Units over the next 4 years following January 1, 2025.

Key Dates

Keywords

Clearwater Analytics, CWAN, Sandeep Sahai, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Sell to Cover, Equity Compensation