Sethi Subi 4
4 · Clearwater Analytics Holdings, Inc. · Filed Feb 20, 2026
Research Summary
AI-generated summary of this filing
Clearwater (CWAN) Chief Client Officer Subi Sethi Sells Shares After PSU Vest
What Happened
- Subi Sethi, Chief Client Officer of Clearwater Analytics Holdings (CWAN), had performance stock units (PSUs) vest and convert to common stock on Feb 18, 2026 (acquired 164,998 shares via conversion/vesting at $0.00). On the same day Sethi sold 76,689 shares in three open-market transactions at $23.44 per share, generating total proceeds of approximately $1,797,721.
- The share sales were "sell-to-cover" transactions to satisfy tax withholding obligations tied to the PSU vesting, not discretionary open-market selling by the reporting person.
Key Details
- Transaction date: Feb 18, 2026; filing date: Feb 20, 2026 (Form 4 filed timely).
- Acquisitions: 45,832 + 45,833 + 73,333 = 164,998 shares converted from PSUs (reported as derivative exercise/conversion at $0.00).
- Sales: 21,302 + 21,303 + 34,084 = 76,689 shares sold at $23.44 each; proceeds ≈ $1,797,721.
- Shares owned after transaction: see Form 4; the filing notes an adjustment of 8 shares to the reported beneficial ownership (Footnote F2).
- Notable footnotes:
- F1, F3, F4: The acquired shares came from PSUs granted on Feb 28, 2024; Feb 13, 2025; and Feb 20, 2023 that vested based on 2025 revenue growth performance.
- F5: The sales were mandated "sell-to-cover" to satisfy tax withholding—this is administrative and not a discretionary sale.
- No late filing was indicated.
Context
- These were not cash purchases; PSUs vested (converted to shares) at no exercise price and a portion of the resulting shares were sold automatically to cover taxes. Such sell-to-cover transactions are common following equity awards and generally reflect tax settlement rather than a personal decision to liquidate holdings.
Insider Transaction Report
Form 4
Sethi Subi
Chief Client Officer
Transactions
- Exercise/Conversion
Class A Common Stock
[F1][F2]2026-02-18+45,832→ 323,013 total - Exercise/Conversion
Class A Common Stock
[F3]2026-02-18+45,833→ 368,846 total - Exercise/Conversion
Class A Common Stock
[F4]2026-02-18+73,333→ 442,179 total - Sale
Class A Common Stock
[F5]2026-02-18$23.44/sh−21,302$499,355→ 420,877 total - Sale
Class A Common Stock
[F5]2026-02-18$23.44/sh−21,303$499,379→ 399,574 total - Sale
Class A Common Stock
[F5]2026-02-18$23.44/sh−34,084$798,987→ 365,490 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 8 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 Subi Sethi|2026-02-20