Form 4: Clearwater Analytics Director Christopher Hooper Reports Share Conversion and Holdings Update

Clearwater Analytics Holdings, Inc. Director Christopher Hooper filed a Form 4 detailing the automatic conversion of Class C to Class B common stock and his beneficial ownership of Class A common stock and LLC interests.

Summary

• Christopher Hooper, a Director at Clearwater Analytics Holdings, Inc. (CWAN), filed a Form 4 on June 16, 2025, reporting changes in his beneficial ownership.
• On June 12, 2025, 111,602 shares of Class C Common Stock, previously distributed to Mr. Hooper by WCAS XIII Associates LLC, automatically converted into an equal number of Class B Common Stock.
• This conversion occurred because affiliates of Welsh Carson (WCAS) now own less than 5% of Clearwater Analytics' common stock.
• The 111,602 Class B Common Stock shares are held indirectly by The Hooper Family Trust and carry one vote per share but do not represent economic interests in the Issuer.
• Mr. Hooper also indirectly beneficially owns 117,713 shares of Class A Common Stock through The Hooper Family Trust, which were also received in prior distributions.
• Additionally, Mr. Hooper indirectly holds 111,602 CWAN Holdings LLC Interests (LLC Interests) via The Hooper Family Trust. These LLC Interests are exchangeable for an equal number of newly issued Class A Common Stock or, at the Issuer's election, a cash payment based on the 20-day volume-weighted average price of Class A Common Stock.

Sentiment

Score: 5

Explanation: The document is a factual report of an insider's beneficial ownership changes and a share class conversion, which is neutral in sentiment. It does not contain information that would typically indicate positive or negative operational performance or strategic shifts.

Positives

• The automatic conversion of Class C to Class B shares simplifies the capital structure by reducing the number of share classes tied to specific investor thresholds.
• The continued significant beneficial ownership by a director, Christopher Hooper, through various share classes and LLC interests, indicates ongoing alignment with the company's long-term success.

Negatives

• The conversion of Class C to Class B shares means the Class B shares do not represent economic interests in the Issuer, which could be seen as a dilution of economic participation for those specific shares, though they retain voting rights.

Future Outlook

NA

Industry Context

This Form 4 filing is a routine disclosure of an insider's beneficial ownership changes, specifically a share class conversion, and does not directly relate to broader industry trends or competitive dynamics. It reflects internal capital structure adjustments tied to investor ownership thresholds.

Corporate Governance

Stakeholder Impact

• Shareholders: The conversion of Class C to Class B shares affects the voting structure and the nature of economic vs. voting interests for certain share classes. Holders of Class B shares retain voting power but not direct economic interest from those specific shares.
• Reporting Person (Christopher Hooper): His beneficial ownership structure has been updated to reflect the conversion and his continued holdings of Class A shares and LLC Interests, which provide potential for future Class A conversion.

Key Dates

Keywords

Clearwater Analytics Holdings Inc., CWAN, SEC Form 4, Beneficial Ownership, Insider Transaction, Class B Common Stock, Class A Common Stock, LLC Interests, Share Conversion, Christopher Hooper, Corporate Governance, Voting Rights