Form 4: Clearwater Analytics CRO Sells Shares for Tax

Clearwater Analytics' Chief Revenue Officer, Scott Stanley Erickson, reported the vesting of restricted stock units and subsequent sale of shares to cover tax obligations.

Summary

• Scott Stanley Erickson, Chief Revenue Officer of Clearwater Analytics Holdings, Inc. (CWAN), reported transactions on January 1, 2026.
• A total of 93,924 Class A Common Stock shares were acquired upon the vesting of Restricted Stock Units (RSUs) (62,500 shares from one grant and 31,424 shares from another).
• Concurrently, 44,386 Class A Common Stock shares were disposed of at a price of $24.0925 per share to cover tax withholding obligations.
• The sale was mandated by the Issuer's election for a 'sell to cover' transaction and was not a discretionary sale by the reporting person.
• Following these transactions, Mr. Erickson beneficially owns 72,917 shares of Class A Common Stock directly.
• He also beneficially owns 62,500 derivative securities in the form of Restricted Stock Units.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation. It is neither significantly positive nor negative for the company's operational or financial outlook.

Positives

• The vesting of 93,924 Restricted Stock Units indicates continued compensation and retention of a key executive, Scott Stanley Erickson, the Chief Revenue Officer.
• The RSU vesting demonstrates the company's commitment to long-term incentive plans for its leadership.

Negatives

• A total of 44,386 shares of Class A Common Stock were sold, reducing the direct beneficial ownership of the Chief Revenue Officer, although this was a non-discretionary sale for tax purposes.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

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

The vesting of Restricted Stock Units and subsequent 'sell to cover' transaction for tax withholding is a common and routine practice in executive compensation across various industries, particularly for publicly traded companies utilizing equity-based incentives.

Stakeholder Impact

• Shareholders: The sale of shares for tax purposes is a minor, non-discretionary event and is unlikely to have a significant impact on the company's stock price or long-term shareholder value.
• Employees: The vesting of RSUs reinforces the company's compensation structure for key executives, potentially signaling stability in leadership.

Next Steps

• The remaining Restricted Stock Units will continue to vest in 25% installments on the anniversaries of their respective Vesting Period Commencement Dates, provided the participant remains employed.

Key Dates

Keywords

Clearwater Analytics, CWAN, Scott Stanley Erickson, Chief Revenue Officer, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Sell to Cover, Equity Compensation