Form 4: Clearwater Analytics Executive Sells Shares in Merger

Clearwater Analytics Holdings, Inc. Chief Technology Officer, Souvik Das, reported the disposition of company stock and vested options as part of a merger transaction.

Summary

• Souvik Das, Chief Technology Officer of Clearwater Analytics Holdings, Inc., has reported transactions related to his beneficial ownership of company securities.
• These transactions occurred on June 25, 2026, and are primarily associated with a merger agreement dated December 20, 2025.
• The merger involves Clearwater Analytics Holdings, Inc., GT Silver BidCo, Inc. (Parent), and GT Silver Merger Sub, Inc.
• Under the merger terms, each share of Class A Common Stock was converted into $24.55 in cash per share.
• This includes the disposition of 180,372 shares of Class A Common Stock at $24.55 per share.
• Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) were also affected, with performance conditions deemed achieved at 110% of target for PSUs.
• Vested stock options were disposed of, with a portion converting to options for an affiliate of the Parent company.
• The filing details the disposition of various RSUs with different vesting schedules and stock options.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral to slightly positive. While it confirms a merger event and cash payout, the disposition of shares by a key executive is a factual event without inherent positive or negative sentiment beyond the merger itself.

Positives

• The merger consideration of $24.55 per share provides a cash payout to shareholders, including executives like Souvik Das.
• Performance Stock Units achieved 110% of target performance conditions, indicating strong underlying performance prior to the merger.
• All reported stock options were fully vested, meaning they were exercisable and could be converted to cash.

Negatives

• The disposition of a significant number of shares and vested equity awards by a key executive may be perceived negatively by the market, although it is tied to a merger.
• The cancellation of unvested RSUs and options in exchange for cash payments, while standard in mergers, represents a loss of potential future equity value for the executive.

Risks

• The merger agreement itself carries inherent risks related to integration, regulatory approvals, and potential shareholder dissent, although these are not detailed in this Form 4.
• The conversion of equity awards into cash may lead to a loss of long-term incentive alignment for the executive post-merger, depending on their future role with the acquiring entity.

Future Outlook

The filing itself is a historical record of transactions and does not contain forward-looking statements or guidance from the company regarding future performance. The future outlook for the company is now tied to the acquiring entity post-merger.

Management Comments

• The reported securities include 263 shares purchased on May 29, 2026, pursuant to the Issuer's Employee Stock Purchase Plan.
• The reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2025, by and among the Issuer, GT Silver BidCo, Inc. ("Parent") and GT Silver Merger Sub, Inc., a wholly-owned subsidiary of Parent.
• Under the terms of the Merger Agreement, each share of the Issuer's Class A Common Stock ("Common Stock") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive an amount in cash equal to $24.55 per share, without interest (the "Merger Consideration").
• The reported Performance Stock Units ("PSUs") had their performance conditions deemed achieved at 110% of target pursuant to the terms of the Merger Agreement, but remain subject to any time-vesting conditions.
• At the Effective Time, all outstanding options to purchase shares of Common Stock ("Options") and Restricted Stock Units ("RSUs") held by non-employee directors were canceled in exchange for a cash payment equal to the Merger Consideration multiplied by the number of shares of Common Stock subject to the award, less the aggregate exercise price in the case of any Options.
• In the case of PSUs and RSUs not held by non-employee directors, the awards were also canceled in exchange for a cash payment, calculated in the same manner as for RSUs held by non-employee directors, but the resulting cash payment will be subject to the time-vesting terms and conditions that applied to the underlying award immediately prior to the Effective Time.
• At the Effective Time, a portion of the reported Options became options to purchase shares of an affiliate of Parent.
• The reported RSUs were scheduled to vest on January 1, 2027.
• The reported RSUs were scheduled to vest in equal installments at the end of each 3-month period following June 30, 2026 and until December 31, 2027.
• The reported RSUs were scheduled to vest in equal installments at the end of each 3-month period following June 30, 2026 and until December 31, 2028.
• The reported Options were all fully vested.

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects a common event in the technology sector: executive equity transactions occurring as a result of a merger or acquisition. The cash payout of $24.55 per share indicates a valuation for Clearwater Analytics Holdings, Inc. that will be absorbed by the acquiring entity, GT Silver BidCo, Inc.

Stakeholder Impact

• Shareholders: Will receive $24.55 in cash per share, representing a realization of their investment value.
• Employees: Those holding unvested equity awards will receive cash payouts subject to time-vesting conditions, while vested awards are converted to cash. Employees may also face changes in roles or employment status post-merger.
• Management (Souvik Das): Receives cash for vested equity and performance-based awards, with potential for new roles or equity in the acquiring entity.

Next Steps

• Completion of the merger between Clearwater Analytics Holdings, Inc. and GT Silver BidCo, Inc.
• Integration of Clearwater Analytics' operations into the acquiring entity.
• Potential future reporting of transactions by Souvik Das related to any new equity received from the acquiring entity, if applicable.

Key Dates

Recommendation

This filing is a Form 4 reporting insider transactions related to a merger. The key information is the $24.55 cash per share merger consideration, which is likely already factored into the market price if the merger was publicly announced. For existing shareholders, it confirms the payout terms. For potential investors, it's a historical event, and the future prospects depend on the acquiring company's strategy and performance post-merger.

Keywords

Form 4, SEC Filing, Clearwater Analytics, CWAN, Souvik Das, Merger, Stock Disposition, Executive Compensation, Performance Stock Units, Restricted Stock Units, Stock Options, Beneficial Ownership