Form 4: Clearwater Analytics Holdings, Inc. Insider Transactions

Sandeep Sahai, Director and CEO of Clearwater Analytics Holdings, Inc., reported transactions involving Class A Common Stock, Performance Stock Units, Restricted Stock Units, and Stock Options on June 25, 2026.

Summary

• Sandeep Sahai, who holds the positions of Director and Chief Executive Officer at Clearwater Analytics Holdings, Inc., has filed a Form 4 detailing significant transactions related to the company's Class A Common Stock.
• The transactions occurred on June 25, 2026, and involved the acquisition and disposition of various equity awards, including Performance Stock Units (PSUs), Restricted Stock Units (RSUs), and Stock Options.
• A significant portion of these transactions are linked to a Merger Agreement dated December 20, 2025, where the company's Class A Common Stock was converted into cash at $24.55 per share.
• PSUs had their performance conditions met at 110% of target but remain subject to time-vesting conditions.
• Options and RSUs held by non-employee directors were canceled and exchanged for a cash payment equivalent to the merger consideration per share, less any exercise price for options.
• For PSUs and RSUs not held by non-employee directors, awards were also canceled for a cash payment, subject to the original time-vesting terms.
• Some stock options became options to purchase shares of an affiliate of the parent company following the merger.
• The filing also notes 1,175 shares purchased under the Issuer's Employee Stock Purchase Plan on May 29, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While it details significant transactions related to a merger and cash payouts for equity awards, it primarily reports on the execution of a prior agreement rather than new strategic initiatives or financial performance updates.

Positives

• The achievement of performance conditions for PSUs at 110% of target indicates strong performance relative to goals.
• The successful completion of a merger agreement, as evidenced by the transactions, suggests a positive strategic outcome for the company and its shareholders.
• The cash payout for canceled equity awards provides immediate liquidity for the reporting person.

Negatives

• The cancellation of outstanding options and RSUs in exchange for cash, while providing liquidity, represents the end of equity participation for the reporting person in the company's future growth.
• The disposition of a large number of securities suggests a change in beneficial ownership, potentially indicating a shift in the reporting person's direct stake in the company post-merger.

Risks

• The Merger Agreement dated December 20, 2025, outlines the terms of the company's acquisition, which could involve integration challenges or changes in strategic direction.
• The conversion of equity awards into cash payments means that the reporting person will no longer benefit from potential future appreciation of the company's stock.
• The filing mentions that a portion of the reported Options became options to purchase shares of an affiliate of Parent, which introduces a new set of potential risks related to that affiliate's performance and governance.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance. However, the transactions described are a result of a completed merger, indicating a significant change in the company's structure and ownership. The future outlook for the reporting person is now tied to the cash received and any potential new roles or investments.

Management Comments

• The reported securities include 1,175 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.
• Director and Chief Executive Officer

Industry Context

StockSavvy.ai notes that this Form 4 filing reflects a significant event for Clearwater Analytics Holdings, Inc., likely a merger or acquisition, as indicated by the extensive reporting of equity award cancellations and conversions to cash. Such filings are common during periods of corporate restructuring or change of control, and they provide transparency into how key executives and insiders are affected by these strategic moves.

Management Changes

Stakeholder Impact

• Shareholders: The merger at $24.55 per share provides a cash exit for shareholders, realizing their investment at that valuation.
• Employees: Employees holding RSUs and PSUs will receive cash payments, subject to vesting conditions, and may face changes in employment terms or roles post-merger.
• Management: Sandeep Sahai, as CEO and Director, has had his equity awards converted to cash, and a portion of his options now relate to an affiliate's shares, impacting his future financial stake and potential incentives.

Next Steps

• The reporting person will receive cash payments for canceled equity awards as per the Merger Agreement.
• A portion of the reporting person's stock options will convert into options to purchase shares of an affiliate of Parent.
• The company will proceed with its integration or operational plans following the merger.

Key Dates

Keywords

Form 4, Insider Trading, Clearwater Analytics Holdings, CWAN, Sandeep Sahai, Merger Agreement, Class A Common Stock, Performance Stock Units, Restricted Stock Units, Stock Options, Beneficial Ownership, SEC Filing