Form 4: Clearwater Analytics Director Converts Class C Shares to Class B Following Welsh Carson Stake Reduction

Clearwater Analytics Holdings, Inc. Director D. Scott Mackesy reported the automatic conversion of 240,129 Class C Common Stock shares into Class B Common Stock following a reduction in Welsh Carson's ownership stake.

Summary

• D. Scott Mackesy, a Director at Clearwater Analytics Holdings, Inc. (CWAN), reported a change in beneficial ownership via a Form 4 filing.
• On June 12, 2025, 240,129 shares of Class C Common Stock held by Mr. Mackesy were automatically converted into an equal number of Class B Common Stock shares.
• This conversion was triggered because affiliates of Welsh Carson now own less than 5% of Clearwater Analytics' common stock, as per a pre-existing arrangement.
• Following the transaction, Mr. Mackesy beneficially owns 240,129 shares of Class B Common Stock, with 159,063 shares held directly and 81,066 shares held by The D. Scott Mackesy 2014 Irrevocable Descendants Trust.
• Class B Common Stock shares are entitled to one vote per share but do not represent economic interests in the Issuer.
• Mr. Mackesy also beneficially owns 305,121 shares of Class A Common Stock and 240,129 CWAN Holdings LLC Interests, which are exchangeable for Class A Common Stock or cash.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a pre-determined, automatic conversion of share classes due to a change in a significant shareholder's stake, which is a procedural event rather than a discretionary transaction indicating positive or negative sentiment about the company's performance or outlook.

Positives

• The conversion of Class C to Class B shares simplifies a portion of the company's capital structure.
• The transaction is an automatic, pre-determined event based on a change in a significant shareholder's (Welsh Carson) stake, indicating a structured and anticipated process rather than a discretionary sale or purchase.

Negatives

• The Class B Common Stock shares acquired through conversion, while carrying voting rights, do not represent an economic interest in the Issuer, which means these specific shares do not directly participate in the company's financial performance.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic outlook.

Industry Context

This Form 4 filing is a standard regulatory disclosure of an insider's change in beneficial ownership and does not provide broader industry context or trends.

Related Party Transactions

• The reported conversion of Class C Common Stock to Class B Common Stock was triggered by affiliates of Welsh Carson, a previously significant shareholder, owning less than 5% of the Issuer's common stock. This indicates a pre-existing arrangement tied to a related party's ownership threshold.

Stakeholder Impact

• Shareholders: The conversion affects the voting structure for the specific shares involved (Class B carries votes but no economic interest) but does not alter the overall economic ownership for Class A holders. It clarifies the capital structure related to a major investor's reduced stake.
• Management/Directors: Reflects a change in the director's specific share class holdings as per pre-defined terms related to a significant investor's stake.

Key Dates

Keywords

Clearwater Analytics, CWAN, Form 4, insider transaction, D. Scott Mackesy, stock conversion, Class B Common Stock, Class C Common Stock, Welsh Carson, beneficial ownership, director