Sec Form 4 Filing - Sahai Sandeep @ Clearwater Analytics Holdings, Inc. - 2023-02-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sahai Sandeep 2. Issuer Name and Ticker or Trading Symbol Clearwater Analytics Holdings, Inc. [ CWAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CLEARWATER ANALYTICS HOLDINGS, INC., 777 W. MAIN STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2023 (Street) BOISE, ID83702 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 02/21/2023 M 125,148 ( 1 ) A $ 0 217,374 D Class A Common Stock 02/21/2023 F 48,597 ( 2 ) D $ 19.12 168,777 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 3 ) 02/20/2023 A 805,831 ( 4 ) 01/01/2033 Class A Common Stock 805,831 $ 0 805,831 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sahai Sandeep C/O CLEARWATER ANALYTICS HOLDINGS, INC. 777 W. MAIN STREET, SUITE 900 BOISE, ID83702 X Chief Executive Officer Signatures /s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai 02/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 2022. ( 2 )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. ( 3 )Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Class A Common Stock. ( 4 )The reported RSUs will vest in four 25% installments on each of the first four anniversaries of January 1, 2022 and will settle within thirty days of the applicable vesting date. ( 5 )This represents the unvested portion of the RSUs granted on February 20, 2023 and does not include other RSUs with different grant dates or vesting terms.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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