Were the CWAN CEO’s February 2026 share sales discretionary?

The filing states the sales were not discretionary. A footnote explains the shares were sold under a mandatory “sell to cover” arrangement to satisfy tax withholding obligations arising from the vesting and settlement of performance stock units.

Did the Form 4 adjust the CWAN CEO’s reported share ownership?

Yes. One footnote notes that the amount shown in Column 5 of Table I was adjusted by 13 shares. This correction was made to reflect the accurate total number of Class A shares beneficially owned by the reporting person after the reported transactions.

Clearwater Analytics (NYSE: CWAN) CEO reports PSU vesting and tax-related share sales

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. CEO Sandeep Sahai reported a mix of equity award vesting and related tax sales in Class A Common Stock. On February 18, 2026, he acquired 73,558, 129,012, and 295,471 shares through the vesting and settlement of performance stock units (PSUs) granted in 2023, 2024, and 2025, which vested based on revenue growth performance in 2025.

On the same date, he sold 34,533, 60,567, and 138,713 shares of Class A Common Stock at $23.4417 per share in open-market transactions to cover tax withholding obligations associated with these PSU settlements. A footnote states these “sell to cover” transactions were mandated by the company and were not discretionary. Following the reported transactions, Sahai’s directly held Class A Common Stock reflected updated totals in the filing, including a 13‑share adjustment to correct his beneficial ownership figure.

Insider Trade Summary

Net Seller: 233,813 shares ($5,480,974)

Net Sell 6 txns

Insider Sahai Sandeep

Role Chief Executive Officer

Sold 233,813 shs ($5.48M)

Type	Security	Shares	Price	Value
Exercise	Class A Common Stock	73,558	$0.00	--
Exercise	Class A Common Stock	129,012	$0.00	--
Exercise	Class A Common Stock	295,471	$0.00	--
Sale	Class A Common Stock	34,533	$23.4417	$810K
Sale	Class A Common Stock	60,567	$23.4417	$1.42M
Sale	Class A Common Stock	138,713	$23.4417	$3.25M

Holdings After Transaction: Class A Common Stock — 1,166,468 shares (Direct)

Footnotes (1)

This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 28, 2024. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025. The amount in Column 5 in Table I has been adjusted by 13 units to reflect the correct number of shares beneficially owned by the reporting person. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 13, 2025. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 20, 2023. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025. 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 performance 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.

Form 4 Insider Transactions: What Each Field Means →

02/20/2026 - 06:11 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^*

Sahai Sandeep

(Last)

(First)

(Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE

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)
02/18/2026

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)
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	02/18/2026		M		73,558⁽¹⁾	A	$0.00	1,166,468⁽²⁾	D
Class A Common Stock	02/18/2026		M		129,012⁽³⁾	A	$0.00	1,295,480	D
Class A Common Stock	02/18/2026		M		295,471⁽⁴⁾	A	$0.00	1,590,951	D
Class A Common Stock	02/18/2026		S		34,533⁽⁵⁾	D	$23.4417	1,556,418	D
Class A Common Stock	02/18/2026		S		60,567⁽⁵⁾	D	$23.4417	1,495,851	D
Class A Common Stock	02/18/2026		S		138,713⁽⁵⁾	D	$23.4417	1,357,138	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)

Explanation of Responses:

1. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 28, 2024. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.

2. The amount in Column 5 in Table I has been adjusted by 13 units to reflect the correct number of shares beneficially owned by the reporting person.

3. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 13, 2025. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.

4. This Class A Common Stock represents shares acquired by the Reporting Person from the vesting of performance stock units ("PSUs") issued to the Reporting Person on February 20, 2023. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.

5. 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 performance 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.

Remarks:

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai	02/20/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CWAN CEO Sandeep Sahai report on February 18, 2026?

CWAN CEO Sandeep Sahai reported PSU-related equity activity on February 18, 2026. He acquired three blocks of Class A Common Stock through PSU vesting, then sold shares in separate transactions to cover tax withholding obligations tied to those awards.

How many Clearwater Analytics (CWAN) shares did the CEO acquire through PSU vesting?

The CEO acquired 73,558, 129,012, and 295,471 Class A shares via PSU vesting. These PSUs were granted in 2023, 2024, and 2025 and vested based on Clearwater Analytics’ revenue growth performance in 2025, as described in the filing footnotes.

How many CWAN shares did the CEO sell, and at what price?

The CEO sold 34,533, 60,567, and 138,713 Class A shares of Clearwater Analytics. Each sale was executed at a price of $23.4417 per share in open-market transactions, according to the Form 4 transaction table and accompanying descriptions.

What performance conditions triggered the CWAN PSU vesting for the CEO?

The PSUs vested based on Clearwater Analytics’ revenue growth performance in 2025. Footnotes specify that PSUs issued in 2023, 2024, and 2025 became eligible to vest once the issuer achieved certain revenue growth performance criteria measured for the 2025 period.