Subi Sethi - Feb 28, 2024 Form 4 Insider Report for Clearwater Analytics Holdings, Inc. (CWAN)

Role: Chief Client Officer
Signature: /s/ Alphonse Valbrune, as Attorney-in-Fact, for Subi Sethi
Stock symbol: CWAN
Transactions as of: Feb 28, 2024
Transactions value $: -$790,839
Form type: 4
Date filed: 3/1/2024, 05:09 PM
Previous filing: Jan 3, 2024
Next filing: Apr 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CWAN	Class A Common Stock	Options Exercise	$0	+66.7K	+147.74%	$0.00	112K	Feb 28, 2024	Direct	F1
transaction	CWAN	Class A Common Stock	Tax liability	-$585K	-30.1K	-26.93%	$19.44	81.7K	Feb 28, 2024	Direct	F2
transaction	CWAN	Class A Common Stock	Options Exercise	$0	+23.4K	+28.68%	$0.00	105K	Feb 28, 2024	Direct	F3
transaction	CWAN	Class A Common Stock	Tax liability	-$206K	-10.6K	-10.06%	$19.44	94.5K	Feb 28, 2024	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CWAN	Restricted Stock Unit	Award	$0	+125K		$0.00	125K	Feb 28, 2024	Class A Common Stock	125K		Direct	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The 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 2023.
F2	The disposition reported on this Form 4 represents shares withheld to cover tax withholding obligations in connection with the vesting and settlement of Performance Stock Units. The disposition is mandated by the Issuer and does not represent a discretionary transaction by the Reporting Person.
F3	The 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 September 24, 2021. The eligible PSUs vested based on the Issuer's achievement of certain performance criteria based on revenue growth in 2023.
F4	Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Class A Common Stock.
F5	6.25% of the Restricted Stock Units shall vest at the end of each 3-month period for the next 4 years following January 1, 2024, and will settle within thirty days of the applicable vesting date. date.
F6	This represents the unvested portion of the RSUs granted on February 28, 2024 and does not include other RSUs with different grant dates or vesting terms.