[Form 4] Clearwater Analytics Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Clearwater Analytics Holdings CEO Sandeep Sahai reported equity transactions involving Class A Common Stock on 01/01/2026. The filing shows the vesting of 93,861 and 201,457 Restricted Stock Units at an exercise price of $0.00, which converted into the same number of Class A shares.

On the same date, 89,551 and 44,579 shares of Class A Common Stock were sold at $24.0925 per share to cover tax withholding obligations tied to the RSU vesting. These sales were made under a mandatory "sell to cover" arrangement elected by the company, rather than as discretionary sales by the CEO. After these transactions, Sahai beneficially owned 1,092,923 shares of Class A Common Stock directly. The RSUs referenced vest in four equal annual installments, beginning on 01-Jan-2022 and 01-Jan-2023, subject to continued service.

Insider Trade Summary

Net Seller: 134,130 shares ($3,231,527)

Net Sell 6 txns

Insider Sahai Sandeep

Role Chief Executive Officer

Sold 134,130 shs ($3.23M)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	93,861	$0.00	--
Exercise	Restricted Stock Unit	201,457	$0.00	--
Exercise	Class A Common Stock	93,861	$0.00	--
Exercise	Class A Common Stock	201,457	$0.00	--
Sale	Class A Common Stock	89,551	$24.0925	$2.16M
Sale	Class A Common Stock	44,579	$24.0925	$1.07M

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Class A Common Stock — 1,025,596 shares (Direct)

Footnotes (1)

1. These shares represent shares acquired upon the vesting of Restricted Stock Units ("RSUs"). 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. The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2022 The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2023

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sahai Sandeep

(Last) (First) (Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE ID 83702

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/01/2026		M		93,861(1)	A	$0.00	1,025,596	D
Class A Common Stock	01/01/2026		M		201,457(1)	A	$0.00	1,227,053	D
Class A Common Stock	01/01/2026		S		89,551(2)	D	$24.0925	1,137,502	D
Class A Common Stock	01/01/2026		S		44,579(2)	D	$24.0925	1,092,923	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0.00	01/01/2026		M			93,861	(3)	01/01/2032	Class A Common Stock	93,861	$0.00	0.00	D
Restricted Stock Unit	$0.00	01/01/2026		M			201,457	(4)	01/01/2033	Class A Common Stock	201,457	$0.00	201,458	D

Explanation of Responses:

1. These shares represent shares acquired upon the vesting of Restricted Stock Units ("RSUs").

2. 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.

3. The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2022

4. The Restricted Stock Units shall vest in 25% installments on each of the first four (4) anniversaries of the Vesting Period Commencement Date, provided that Participant does not incur a Termination prior to the applicable vesting date. beginning on 01-Jan-2023

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did CWAN CEO Sandeep Sahai report on January 1, 2026?

On 01/01/2026, CEO and director Sandeep Sahai reported the vesting of 93,861 and 201,457 Restricted Stock Units into Class A Common Stock and related sales of 89,551 and 44,579 shares.

How many Clearwater Analytics (CWAN) shares does the CEO own after these transactions?

Following the reported transactions on 01/01/2026, CEO Sandeep Sahai beneficially owned 1,092,923 shares of Class A Common Stock directly.

Were the CWAN share sales by the CEO discretionary trades?

No. The filing explains that the 89,551 and 44,579 shares sold were to cover tax withholding obligations from RSU vesting and were mandated by the issuer under a "sell to cover" election, not discretionary trades by the CEO.

What prices were the Clearwater Analytics (CWAN) shares sold for to cover taxes?

The reported sales of Class A Common Stock to cover tax withholding obligations were executed at a price of $24.0925 per share.

What are the vesting terms of the CWAN Restricted Stock Units reported in this filing?

The Restricted Stock Units reported in this filing vest in 25% installments on each of the first four anniversaries of the vesting commencement dates, which begin on 01-Jan-2022 and 01-Jan-2023, subject to the participant not incurring a termination before each vesting date.

What derivative securities related to CWAN does the CEO hold after these transactions?

The filing shows Restricted Stock Units with an exercise price of $0.00. After the 01/01/2026 transactions, one RSU grant shows 0 units remaining, and another shows 201,458 derivative securities beneficially owned.