4/A: Clearwater Analytics CTO Amends Ownership Filing

Clearwater Analytics' Chief Technology Officer, Souvik Das, filed an amended Form 4 to correct a scrivener's error in his beneficial ownership of derivative securities, detailing recent RSU vestings and tax-related stock sales.

Summary

• Souvik Das, Chief Technology Officer of Clearwater Analytics Holdings, Inc., filed an amended Form 4 (Form 4/A).
• The amendment's sole purpose is to correct a scrivener's error in Table I regarding the total number of derivative securities beneficially owned, with no effect on previously reported transactions.
• On September 30, 2025, Das acquired 5,156 and 4,688 shares of Class A Common Stock upon the vesting of Restricted Stock Units (RSUs).
• Concurrently, Das disposed of 2,537 and 2,790 shares of Class A Common Stock at a price of $17.6772 per share to cover tax withholding obligations associated with the RSU vesting.
• These sales were mandated 'sell to cover' transactions by the Issuer and were not discretionary decisions by the Reporting Person.
• Following these transactions, Das beneficially owns 126,066 shares of Class A Common Stock directly.

Sentiment

Score: 5

Explanation: Neutral. The filing is an amendment to correct a clerical error and report routine RSU vesting and associated tax-related stock sales, which are standard compensation events and do not indicate significant positive or negative operational or financial news.

Positives

• The vesting of Restricted Stock Units indicates continued long-term incentive alignment for the Chief Technology Officer with the company's performance.

Negatives

• The sale of shares, although for tax purposes, results in a reduction of the Chief Technology Officer's direct equity stake in the company.

Future Outlook

A portion of Restricted Stock Units will vest at a rate of 6.25% at the end of each 3-month period for the next 4 years, starting from January 1, 2024, and another portion starting from January 1, 2025. These will settle within thirty days of the applicable vesting date.

Management Comments

• "The sale reported on this Form 4 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

This filing is a routine insider transaction report and amendment, reflecting standard equity compensation practices for a technology company executive. It does not provide broader industry insights or competitive analysis.

Stakeholder Impact

• Shareholders: Minor dilution from RSU vesting, offset by the executive's continued alignment with company performance through equity. The correction of a clerical error provides more accurate disclosure.
• Employees: Reflects standard equity compensation practices for executives.

Next Steps

• Continued vesting of Restricted Stock Units according to the established schedules (6.25% quarterly for 4 years from January 1, 2024, and January 1, 2025).

Key Dates

Recommendation

This Form 4/A filing is a routine disclosure of an executive's equity transactions, specifically RSU vesting and subsequent 'sell to cover' sales for tax purposes, along with a correction of a clerical error. It does not contain any information that would fundamentally alter the investment thesis for Clearwater Analytics Holdings, Inc. The transactions are expected and non-discretionary, thus providing no new insights into the company's operational performance or future prospects that would warrant a change in investment recommendation.

Keywords

Clearwater Analytics, CWAN, Souvik Das, Form 4/A, SEC Filing, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Ownership, Chief Technology Officer, Equity Compensation, Sell to Cover