Clearwater Analytics (NYSE: CWAN) CRO nets shares after RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. Chief Revenue Officer Scott Erickson reported compensation-related stock activity involving Restricted Stock Units (RSUs) and Class A Common Stock. On March 31, 2026, he exercised RSUs covering 35,279 Class A shares at a $0.00 exercise price, increasing his direct holdings.

On the same date, he sold a total of 18,790 Class A shares in open-market transactions at $23.7995 per share. A footnote explains these sales were mandated "sell to cover" transactions to fund tax withholding obligations tied to RSU vesting, and did not represent discretionary trades. After these transactions, he directly held 155,119 Class A shares.

Insider Trade Summary

Net Seller: 18,790 shares ($447,193)

Net Sell 9 txns

Insider Erickson Scott Stanley

Role Chief Revenue Officer

Sold 18,790 shs ($447K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,125	$0.00	--
Exercise	Restricted Stock Unit	5,156	$0.00	--
Exercise	Restricted Stock Unit	26,998	$0.00	--
Exercise	Class A Common Stock	3,125	$0.00	--
Exercise	Class A Common Stock	5,156	$0.00	--
Exercise	Class A Common Stock	26,998	$0.00	--
Sale	Class A Common Stock	14,378	$23.7995	$342K
Sale	Class A Common Stock	2,747	$23.7995	$65K
Sale	Class A Common Stock	1,665	$23.7995	$40K

Holdings After Transaction: Restricted Stock Unit — 21,875 shares (Direct); Class A Common Stock — 141,755 shares (Direct)

Footnotes (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. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2024, and will settle within thirty days of the applicable vesting date. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2025, and will settle within thirty days of the applicable vesting date. 12.5% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 2 years following January 1, 2026, and will settle within thirty days of the applicable vesting date.

Key Figures

RSU shares exercised: 35,279 shares Shares sold to cover taxes: 18,790 shares Sale price per share: $23.7995 per share +3 more

6 metrics

RSU shares exercised 35,279 shares Restricted Stock Units converting into Class A Common Stock on March 31, 2026

Shares sold to cover taxes 18,790 shares Class A Common Stock sold in mandated "sell to cover" transactions

Sale price per share $23.7995 per share Price for March 31, 2026 open-market Class A share sales

Shares held after transactions 155,119 shares Direct Class A Common Stock holdings following March 31, 2026 activity

RSU vesting rate (2024 and 2025 grants) 6.25% every 3 months RSUs vest each 3-month period for 4 years after January 1, 2024 and January 1, 2025

RSU vesting rate (2026 grant) 12.5% every 3 months RSUs vest each 3-month period for 2 years after January 1, 2026

Key Terms

Restricted Stock Unit, sell to cover, tax withholding obligations, vesting, +1 more

5 terms

Restricted Stock Unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"funded by a "sell to cover" transaction and does not represent a discretionary transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

tax withholding obligations financial

"shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement"

vesting financial

"shall vest at the end of each 3-month period for the next 4 years"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

settle within thirty days financial

"and will settle within thirty days of the applicable vesting date."

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 04:52 PM

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^*

Erickson Scott Stanley

(Last)

(First)

(Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE

IDAHO

83702

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/31/2026		M		3,125⁽¹⁾	A	$0.00	141,755	D
Class A Common Stock	03/31/2026		M		5,156⁽¹⁾	A	$0.00	146,911	D
Class A Common Stock	03/31/2026		M		26,998⁽¹⁾	A	$0.00	173,909	D
Class A Common Stock	03/31/2026		S		14,378⁽²⁾	D	$23.7995	159,531	D
Class A Common Stock	03/31/2026		S		2,747⁽²⁾	D	$23.7995	156,784	D
Class A Common Stock	03/31/2026		S		1,665⁽²⁾	D	$23.7995	155,119	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0.00	03/31/2026		M			3,125	⁽³⁾	02/28/2034	Class A Common Stock	3,125	$0.00	21,875	D
Restricted Stock Unit	$0.00	03/31/2026		M			5,156	⁽⁴⁾	02/13/2035	Class A Common Stock	5,156	$0.00	56,719	D
Restricted Stock Unit	$0.00	03/31/2026		M			26,998	⁽⁵⁾	02/11/2036	Class A Common Stock	26,998	$0.00	188,984	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. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2024, and will settle within thirty days of the applicable vesting date.

4. 6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2025, and will settle within thirty days of the applicable vesting date.

5. 12.5% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 2 years following January 1, 2026, and will settle within thirty days of the applicable vesting date.

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Scott Erickson	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did CWAN Chief Revenue Officer Scott Erickson report on this Form 4?

Scott Erickson reported RSU vesting and related stock transactions at Clearwater Analytics. He exercised Restricted Stock Units into 35,279 Class A shares and conducted mandated sales to cover tax withholding, ending with 155,119 directly held Class A shares after these compensation-related events.

How many Clearwater Analytics (CWAN) shares did Scott Erickson sell and at what price?

He sold 18,790 Class A Common Stock shares at $23.7995 per share. A footnote states these were "sell to cover" transactions required to satisfy tax withholding obligations arising from RSU vesting, rather than discretionary open-market sales for portfolio or valuation reasons.

How many Clearwater Analytics (CWAN) shares does Scott Erickson hold after the reported transactions?

After the reported RSU exercises and tax-related sales, Scott Erickson directly holds 155,119 Class A Common Stock shares. This figure reflects his position immediately following the March 31, 2026 transactions disclosed in the Form 4 for Clearwater Analytics Holdings, Inc.

Were Scott Erickson’s CWAN stock sales discretionary investment decisions?

The filing indicates they were not discretionary. A footnote explains the sales were mandated by Clearwater Analytics’ election to satisfy tax withholding obligations using "sell to cover" transactions related to RSU vesting, rather than voluntary open-market sales initiated by Scott Erickson.

What RSU vesting schedules are disclosed for CWAN Chief Revenue Officer Scott Erickson?

Footnotes describe three RSU schedules. For certain grants, 6.25% of units vest at each three-month period for four years after January 1, 2024 and January 1, 2025, and 12.5% of other units vest at each three-month period for two years after January 1, 2026.