Form 4: Clearwater Analytics Officer Reports Stock Transactions

Clearwater Analytics' Chief Client Officer, Subi Sethi, reported the vesting of Restricted Stock Units and subsequent sale of shares to cover tax obligations.

Summary

• Subi Sethi, Chief Client Officer of Clearwater Analytics Holdings, Inc. (CWAN), reported transactions on December 31, 2025, under a Rule 10b5-1 plan.
• Acquired a total of 15,624 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) at an exercise price of $0.00 per share.
• Disposed of 7,344 shares of Class A Common Stock at an average price of $24.0836 per share.
• The sale was a "sell to cover" transaction, mandated by the issuer to satisfy tax withholding obligations related to the RSU vesting, and was not a discretionary transaction by the reporting person.
• Following these transactions, beneficial ownership of Class A Common Stock is 235,260 shares.
• Remaining derivative securities include 62,500 Restricted Stock Units with a vesting schedule starting January 1, 2024, and 93,750 Restricted Stock Units with a vesting schedule starting January 1, 2025.

Sentiment

Score: 5

Explanation: Neutral, as the transactions are routine for executive compensation and tax obligations, not indicative of discretionary buying or selling based on new information.

Positives

• Vesting of 15,624 Restricted Stock Units indicates continued executive compensation and retention, aligning management interests with shareholders.
• The transactions were executed under a Rule 10b5-1 plan, suggesting pre-planned and non-discretionary activity.

Negatives

• The sale of 7,344 shares, although for tax purposes, reduces the direct equity stake of the Chief Client Officer.

Future Outlook

The filing indicates ongoing vesting schedules for Restricted Stock Units, with portions vesting quarterly over the next four years following January 1, 2024, and January 1, 2025, respectively, which will result in future share acquisitions.

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

These transactions are typical for executives in publicly traded companies, particularly in the financial technology and software sectors, where Restricted Stock Units are a common component of long-term incentive compensation plans designed to align executive interests with shareholder value.

Stakeholder Impact

• Shareholders: The vesting and subsequent "sell to cover" transactions are routine and expected for executive compensation, aligning management incentives with long-term company performance. The sale for tax purposes is not a discretionary divestment.
• Employees: Reflects standard executive compensation practices, which can influence overall compensation strategies within the company.

Next Steps

• Continued vesting of the remaining 62,500 Restricted Stock Units (from the January 1, 2024 grant) at 6.25% each quarter for the next four years.
• Continued vesting of the remaining 93,750 Restricted Stock Units (from the January 1, 2025 grant) at 6.25% each quarter for the next four years.

Key Dates

Recommendation

The filing details routine insider transactions related to executive compensation (RSU vesting and tax-related sales). These transactions are not indicative of a change in the company's fundamental outlook or a discretionary investment decision by the officer. Therefore, the filing itself does not provide a basis for a change in investment recommendation, suggesting a 'hold' position if already invested, pending further fundamental analysis.

Keywords

Clearwater Analytics, CWAN, Form 4, insider transaction, stock ownership, RSU vesting, executive compensation