Sethi Subi 4

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.