Form 4: Clearwater Analytics Chief Revenue Officer Reports RSU Vesting and Tax-Related Stock Sales

Clearwater Analytics' Chief Revenue Officer, Scott Stanley Erickson, reported the vesting of Restricted Stock Units and subsequent non-discretionary sales of Class A Common Stock to cover tax withholding obligations.

Summary

• Scott Stanley Erickson, Chief Revenue Officer of Clearwater Analytics Holdings, Inc. (CWAN), reported transactions involving Class A Common Stock.
• On June 30, 2025, Erickson acquired a total of 8,282 shares (3,125 + 5,157) of Class A Common Stock upon the vesting of Restricted Stock Units (RSUs) at a price of $0.00 per share.
• Concurrently, Erickson disposed of a total of 4,460 shares (2,777 + 1,683) of Class A Common Stock at a price of $21.6732 per share.
• These sales were non-discretionary, mandated by Clearwater Analytics' policy to cover tax withholding obligations associated with the RSU vesting.
• Following these transactions, Erickson's direct beneficial ownership of Class A Common Stock is 15,776 shares.
• Remaining derivative holdings include 31,250 Restricted Stock Units with a vesting schedule of 6.25% every three months for four years starting January 1, 2024, and 72,187 Restricted Stock Units with a vesting schedule of 6.25% every three months for four years starting January 1, 2025.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The transactions are routine compensation events (RSU vesting) and non-discretionary sales for tax purposes, which are generally expected and do not indicate a negative outlook from the insider. The vesting itself is a positive for the executive and implies continued alignment.

Positives

• Vesting of Restricted Stock Units indicates the achievement of performance or tenure milestones by the Chief Revenue Officer, aligning executive incentives with company performance.
• The "sell to cover" mechanism for tax withholding is a standard, non-discretionary practice, indicating a routine compensation event rather than a voluntary sale of shares.

Negatives

• The sale of 4,460 shares, while non-discretionary, represents a reduction in the Chief Revenue Officer's direct shareholding, which could be perceived as a slight decrease in direct insider ownership.

Future Outlook

The document details future vesting schedules for Restricted Stock Units, indicating ongoing equity compensation for the Chief Revenue Officer through January 1, 2028 (4 years from Jan 1, 2024) and January 1, 2029 (4 years from Jan 1, 2025).

Industry Context

The practice of granting Restricted Stock Units (RSUs) and implementing "sell to cover" mechanisms for tax withholding is a common compensation strategy across the technology and financial software industries. This aligns executive incentives with long-term company performance and shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of equity compensation is a standard practice in the technology and software industry, comparable to compensation structures at companies like BlackRock, State Street, or other financial technology firms.
• The "sell to cover" transaction for tax obligations is also a widely accepted and non-discretionary method for settling tax liabilities arising from equity awards, consistent with practices observed at most publicly traded companies that grant equity compensation.

Related Party Transactions

• The reported transactions involve an officer of the company (Scott Stanley Erickson) and the company's securities, which are by definition related party transactions. Specifically, the vesting of RSUs and the subsequent "sell to cover" sales are part of the executive's compensation agreement with the company.

Stakeholder Impact

• Shareholders: The sale of shares to cover tax obligations is a routine event and typically has minimal impact on share price or shareholder value. The ongoing RSU vesting aligns executive incentives with shareholder interests.
• Employees: The compensation structure for executives, including RSU grants and vesting, can serve as a model or benchmark for broader employee equity compensation programs.
• Management: The transactions reflect the ongoing compensation and incentive structure for the Chief Revenue Officer.

Next Steps

• Continued vesting of remaining Restricted Stock Units for Scott Stanley Erickson according to the established schedules (6.25% every 3 months for 4 years following January 1, 2024, and January 1, 2025).
• Settlement of vested Restricted Stock Units within thirty days of applicable vesting dates.

Key Dates

Keywords

Clearwater Analytics, CWAN, Scott Stanley Erickson, Chief Revenue Officer, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Sale, Tax Withholding, Equity Compensation