Form 4: Clearwater Analytics CRO Sells Shares for Tax Obligations

Clearwater Analytics Chief Revenue Officer Scott Erickson reported the vesting of Restricted Stock Units and subsequent sale of shares to cover tax withholding obligations.

Summary

• Scott Stanley Erickson, Chief Revenue Officer of Clearwater Analytics Holdings, Inc. (CWAN), reported transactions on September 30, 2025.
• Acquired a total of 8,281 Class A Common Stock shares (3,125 and 5,156 shares) upon the vesting of Restricted Stock Units (RSUs) at an exercise price of $0.00.
• Disposed of a total of 4,505 Class A Common Stock shares (2,805 and 1,700 shares) at a price of $17.6772 per share.
• The sales were mandatory 'sell to cover' transactions to satisfy tax withholding obligations related to RSU vesting and were not discretionary.
• Following these transactions, Erickson's direct beneficial ownership of Class A Common Stock is 19,552 shares.
• Remaining unvested Restricted Stock Units are 28,125 (expiring 02/28/2034) and 67,031 (expiring 02/13/2035).

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity compensation and tax obligations. It does not provide new information about the company's operational or financial performance, thus maintaining a neutral sentiment.

Positives

• The vesting of Restricted Stock Units indicates continued long-term incentive alignment between the executive and the company's performance.

Negatives

• The sale of 4,505 shares, even for tax purposes, reduces the executive's direct equity ownership in the company.

Future Outlook

The filing indicates ongoing equity compensation plans with Restricted Stock Units scheduled to vest periodically over the next several years, with expiration dates extending to February 2034 and February 2035.

Management Comments

• 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

This Form 4 filing is a routine disclosure of insider transactions, common across all publicly traded companies, reflecting executive compensation practices involving equity awards and subsequent tax-related sales.

Stakeholder Impact

• Shareholders: Minor, routine dilution from RSU vesting, offset by the executive's continued equity alignment. The 'sell to cover' is not indicative of executive sentiment.

Next Steps

• Continued vesting of remaining Restricted Stock Units according to the established schedules.

Key Dates

Recommendation

This Form 4 details routine equity compensation events for an executive, specifically the vesting of Restricted Stock Units and a non-discretionary sale of shares to cover tax obligations. It does not contain any new material information regarding the company's financial health, strategic direction, or operational performance that would warrant a change in investment recommendation. The transaction is a standard part of executive compensation and does not reflect a discretionary investment decision by the insider.

Keywords

Clearwater Analytics, CWAN, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Stock Sale, Tax Withholding, Chief Revenue Officer, Scott Erickson