Das Souvik 4
4 · Clearwater Analytics Holdings, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Clearwater (CWAN) CTO Souvik Das Exercises PSUs, Sells Shares
What Happened
Souvik Das, Chief Technology Officer of Clearwater Analytics (CWAN), had 167,750 shares issued upon the vesting/conversion of performance stock units (PSUs) on Feb 18, 2026 (exercise/conversion at $0.00). To satisfy tax-withholding obligations, he sold 88,848 of those shares in open-market transactions at $23.44 per share, generating gross proceeds of $2,082,748. The remaining net shares retained from the vesting event equal 78,902 shares.
Key Details
- Transaction date: Feb 18, 2026; Form 4 filed Feb 20, 2026 (appears timely).
- PSU conversions/exercises (code M): 27,500; 30,250; 110,000 = 167,750 shares acquired at $0.00.
- Sales (open market, code S): 14,566; 58,260; 16,022 = 88,848 shares sold at $23.44, total proceeds $2,082,748.
- Net shares retained from this vesting: 78,902 (167,750 − 88,848).
- Footnotes: PSUs issued on Feb 20, 2023; Feb 28, 2024; and Feb 13, 2025 vested based on 2025 revenue growth (F1–F3). The sales were "sell-to-cover" to satisfy tax withholding and were mandated by the issuer (F4), not discretionary trades.
- Beneficial ownership after the transaction is not reported in the provided excerpt.
Context
These transactions reflect a vesting/settlement of performance awards (conversion of PSUs into shares) followed by a routine sell-to-cover for taxes. Exercising/converting PSUs at $0.00 indicates the awards converted into shares per the PSU terms; the partial immediate sale to cover taxes is common and does not by itself signal the insider’s market view.
Insider Transaction Report
- Exercise/Conversion
Class A Common Stock
[F1]2026-02-18+27,500→ 155,730 total - Exercise/Conversion
Class A Common Stock
[F2]2026-02-18+30,250→ 185,980 total - Exercise/Conversion
Class A Common Stock
[F3]2026-02-18+110,000→ 295,980 total - Sale
Class A Common Stock
[F4]2026-02-18$23.44/sh−14,566$341,452→ 281,414 total - Sale
Class A Common Stock
[F4]2026-02-18$23.44/sh−58,260$1,365,713→ 223,154 total - Sale
Class A Common Stock
[F4]2026-02-18$23.44/sh−16,022$375,583→ 207,132 total
Footnotes (4)
- [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]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.
- [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 20, 2023. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2025.
- [F4]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.