Erickson Scott Stanley 4

What Happened

• Erickson Scott Stanley, Chief Revenue Officer of Clearwater Analytics (CWAN), had performance stock units (PSUs) vest and be converted into common shares on Feb 18, 2026, and sold a portion of those shares to cover tax withholding. He acquired 140,248 shares through the conversion/exercise of derivatives (three entries: 18,332; 30,250; 91,666) at $0.00 per share (these were vested PSUs), then sold 74,530 shares in open-market transactions at $23.44 per share for aggregate proceeds of $1,747,110. The sales were reported on a Form 4 filed Feb 20, 2026.

Key Details

• Transaction date: 2026-02-18 (reported 2026-02-20)
• Acquisitions: 18,332; 30,250; and 91,666 shares via exercise/conversion (derivative code M) at $0.00 (vested PSUs)
• Sales: 9,742; 16,076; and 48,712 shares sold at $23.44 each (total sold 74,530; total proceeds $1,747,110)
• Shares owned after transaction: Not specified in the summary provided — see the full Form 4 for post-transaction beneficial ownership (the filing notes an adjustment of 5 shares to correct Column 5)
• Notable footnotes:
  • F1–F4: The acquired shares came from PSUs granted on Feb 20, 2023; Feb 28, 2024; and Feb 13, 2025 that vested based on Clearwater's 2025 revenue performance.
  • F5: The sales were "sell-to-cover" transactions mandated by the issuer to satisfy tax withholding — not discretionary sales by the reporting person.
• Filing timeliness: Form 4 filed two days after the transaction date (Feb 20, 2026); the filing does not indicate tardiness.

Context

• Code M indicates conversion/exercise of derivatives — here, PSUs converted into common stock at no cash cost to the officer upon vesting. The immediate open-market sales were sell-to-cover to satisfy tax withholding requirements, per the issuer's policy, and therefore do not necessarily reflect a voluntary decision to reduce holdings. For deeper context on post-transaction ownership and incentive plan terms, review the full Form 4 and the issuer’s equity plan disclosures.