Form 4: Clearwater Analytics Officer's RSU Vesting & Stock Sale

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 involving Class A Common Stock.
• On September 30, 2025, Sethi acquired a total of 15,626 shares (7,813 + 7,813) of Class A Common Stock upon the vesting of Restricted Stock Units (RSUs).
• Concurrently, Sethi disposed of a total of 7,434 shares (3,717 + 3,717) of Class A Common Stock at a price of $17.6772 per share.
• These sales were non-discretionary 'sell to cover' transactions mandated by the Issuer to satisfy tax withholding obligations related to the RSU vesting.
• Following these reported transactions, Sethi directly beneficially owns 226,980 shares of Class A Common Stock.
• Remaining derivative holdings include 70,312 and 101,562 Restricted Stock Units.

Sentiment

Score: 7

Explanation: The filing reflects routine executive compensation events (RSU vesting) and mandated tax-related stock sales, which are generally neutral in sentiment but confirm ongoing executive equity participation.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates continued compensation and retention of a key executive, Subi Sethi.
• The acquisition of shares through RSU vesting increases the executive's direct ownership in the company before tax-related sales.

Negatives

• The sale of 7,434 shares, even for tax purposes, reduces the executive's direct beneficial ownership of Class A Common Stock.

Future Outlook

Future vesting of Restricted Stock Units is scheduled, with 6.25% of one tranche vesting every three months for four years following January 1, 2024, and another tranche vesting similarly following January 1, 2025. These will settle within thirty days of the applicable vesting date.

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

These transactions are routine for executives receiving equity compensation, reflecting the standard process of RSU vesting and subsequent 'sell to cover' tax obligations. Such filings provide transparency into insider ownership changes but typically do not indicate significant strategic shifts or broader market trends.

Stakeholder Impact

• Shareholders: Provides transparency on executive stock ownership and compensation practices.
• Employees: Reflects standard equity compensation practices for executives.

Next Steps

• Continued vesting of Restricted Stock Units for Subi Sethi according to the established schedules.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of Restricted Stock Units and subsequent 'sell to cover' transactions for tax purposes. These are standard occurrences and do not provide new fundamental information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as the filing does not present a catalyst for either buying or selling the stock.

Keywords

Clearwater Analytics, CWAN, Subi Sethi, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Stock Sale, Tax Withholding