Sahai Sandeep 4
4 · Clearwater Analytics Holdings, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Clearwater Analytics (CWAN) CEO Sandeep Sahai Sells Shares
What Happened
- Sandeep Sahai, CEO of Clearwater Analytics (CWAN), had 498,041 shares acquired on Feb 18, 2026 through the vesting/settlement of performance stock units (PSUs) (three separate PSU vesting/conversion events). The shares were recorded as acquired at $0.00 (settlement of vested awards).
- On the same day he sold 233,813 of those shares in three open-market "sell-to-cover" transactions at $23.44 per share for total proceeds of $5,480,974. The sales were made to satisfy tax withholding obligations and were not discretionary trades by the reporting person.
Key Details
- Transaction date: Feb 18, 2026; Form 4 filed Feb 20, 2026 (timely).
- Acquisitions (vest/convert, code M): 73,558; 129,012; and 295,471 shares — total 498,041 shares acquired at $0.00.
- Sales (open market, code S): 34,533; 60,567; and 138,713 shares — total 233,813 shares sold at $23.44 for $5,480,974.
- Net change to holdings from these transactions: +264,228 shares (498,041 acquired − 233,813 sold).
- Footnotes: PSUs vested based on the issuer’s 2025 revenue-growth performance (PSUs issued Feb 20, 2023; Feb 28, 2024; Feb 13, 2025). The sales were "sell-to-cover" to satisfy tax withholding (mandatory, not discretionary). Filing notes a 13-share adjustment to the reported beneficially owned total.
- No indication the filing was late.
Context
- These were award settlements (PSU vesting) followed by sell-to-cover tax-withholding sales — a common administrative outcome when equity awards vest. The acquisitions were from performance-based RSU/PSU settlements rather than open-market purchases or exercised options requiring cash.
Insider Transaction Report
Form 4
Sahai Sandeep
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2]2026-02-18+73,558→ 1,166,468 total - Exercise/Conversion
Class A Common Stock
[F3]2026-02-18+129,012→ 1,295,480 total - Exercise/Conversion
Class A Common Stock
[F4]2026-02-18+295,471→ 1,590,951 total - Sale
Class A Common Stock
[F5]2026-02-18$23.44/sh−34,533$809,512→ 1,556,418 total - Sale
Class A Common Stock
[F5]2026-02-18$23.44/sh−60,567$1,419,793→ 1,495,851 total - Sale
Class A Common Stock
[F5]2026-02-18$23.44/sh−138,713$3,251,669→ 1,357,138 total
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Signature
/s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai|2026-02-20