Form 4: Clearwater CTO Reports RSU Vesting and Tax-Related Stock Sales

Clearwater Analytics Holdings, Inc. Chief Technology Officer Souvik Das reported the vesting of Restricted Stock Units and subsequent non-discretionary sales to cover tax obligations.

Summary

• Souvik Das, CTO of Clearwater Analytics, acquired 4,687 shares and 5,156 shares of Class A Common Stock on December 31, 2025, through the vesting of Restricted Stock Units (RSUs).
• Concurrently, Das sold 2,762 shares and 2,511 shares of Class A Common Stock at an average price of $24.0836 per share to satisfy tax withholding obligations.
• These sales were mandated by the Issuer's "sell to cover" policy and were not discretionary transactions by the reporting person.
• Following these transactions, Souvik Das beneficially owns 100,756 shares of Class A Common Stock directly.
• Remaining unvested Restricted Stock Units include 37,500 units with a vesting schedule starting January 1, 2024, and 61,875 units with a vesting schedule starting January 1, 2025.

Sentiment

Score: 6

Explanation: The filing reflects routine executive compensation events, including RSU vesting and tax-mandated stock sales. While sales reduce direct ownership, they are non-discretionary and part of a compensation plan, indicating stability rather than a negative signal. The continued vesting schedule is a positive for executive retention.

Positives

• Vesting of Restricted Stock Units indicates continued employment and performance incentives for a key executive.
• The executive's beneficial ownership of 100,756 shares of Class A Common Stock demonstrates alignment with shareholder interests.

Negatives

• The sale of 5,273 shares (2,762 + 2,511) by the CTO, even if for tax purposes, reduces direct ownership.

Future Outlook

The filing details future vesting schedules for Restricted Stock Units, with 6.25% vesting quarterly over four years, starting January 1, 2024, and January 1, 2025, respectively. These units will settle within thirty days of their applicable vesting dates.

Industry Context

This filing is specific to an individual executive's compensation and stock transactions and does not provide broader industry context or trends.

Stakeholder Impact

• Shareholders: Minor dilution from RSU vesting, but also a routine executive compensation event that aligns executive interests with company performance. The "sell to cover" sales are small relative to total shares outstanding.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Continued quarterly vesting of 6.25% of 37,500 Restricted Stock Units for the next 4 years following January 1, 2024.
• Continued quarterly vesting of 6.25% of 61,875 Restricted Stock Units for the next 4 years following January 1, 2025.
• Settlement of vested Restricted Stock Units within thirty days of their applicable vesting dates.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, specifically the vesting of Restricted Stock Units and subsequent non-discretionary 'sell to cover' transactions for tax purposes. These events are expected and do not indicate any fundamental change in the company's operations, financial health, or strategic direction. The executive's continued beneficial ownership and ongoing vesting schedule suggest alignment with long-term company performance. Therefore, the filing itself does not provide new information warranting a change from a 'hold' position.

Keywords

Clearwater Analytics, CWAN, Souvik Das, CTO, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Sale, Sell to Cover, Executive Compensation