MACKESY D SCOTT 4

What Happened
D. Scott Mackesy, a director of Clearwater Analytics Holdings, Inc. (CWAN), converted 292,180 exchangeable LLC interests (together with an equal number of Class B shares) into 292,180 newly issued Class A common shares on May 28, 2026. The conversion was for no consideration (no cash changed hands), so no per-share price is reported. After the conversion the filing reports 427,776 Class A shares held directly by Mr. Mackesy and 206,103 Class A shares held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust (633,879 total).

Key Details

• Transaction date: 2026-05-28; Form 4 filed: 2026-06-01 (appears timely within the 2-business-day window).
• Transaction type/code: Conversion of derivative security (reported as conversion of LLC Interests). No price reported; consideration = none.
• Shares converted: 292,180 (201,125 held directly + 91,055 held by the named trust).
• Holdings after transaction: 427,776 Class A shares (direct) and 206,103 Class A shares (trust) = 633,879 total.
• Footnotes: The LLC interests are exchangeable (together with delivery for no consideration of equal number of Class B shares) for newly issued Class A shares or, at the issuer’s election, for a cash payment equal to the 20-day VWAP prior to the exchange date.

Context

• This was not an open-market buy or sale; it was an exchange/conversion of privately held LLC units (and associated Class B shares) into Class A common stock. Conversions like this typically restructure ownership rather than signal a cash purchase or sale.
• Because the filing reports no cash proceeds or open-market transaction, it should be read as a share-class conversion rather than a trade reflecting sentiment.