Sahai Sandeep 4

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.