Form 4: Clearwater Analytics Holdings, Inc. Merger Transaction Details

Clearwater Analytics Holdings, Inc. reports on the beneficial ownership changes related to its merger, detailing the conversion of securities into cash.

Summary

• This filing details changes in beneficial ownership for James S. Cox, Chief Financial Officer of Clearwater Analytics Holdings, Inc.
• The transactions occurred on June 25, 2026, and are related to the company's merger.
• Class A Common Stock was disposed of, with 480,419 shares sold at $24.55 per share.
• Various derivative securities, including Performance Stock Units (PSUs), Restricted Stock Units (RSUs), and Stock Options, were also disposed of or canceled as part of the merger.
• These derivative securities were converted into cash payments based on the merger consideration of $24.55 per share, less any applicable exercise prices for options.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral score as the filing is purely transactional, reporting on the completion of a merger and the conversion of securities into cash, with no indication of ongoing operational performance or future strategic direction.

Positives

• The merger transaction resulted in a cash payout of $24.55 per share for common stock.
• Performance Stock Units achieved 110% of target performance conditions.
• All reported stock options were fully vested at the time of the transaction.

Negatives

• All reported Class A Common Stock was disposed of.
• All reported derivative securities (PSUs, RSUs, Stock Options) were canceled or converted into cash, indicating the end of these equity holdings for the reporting person.
• The value of some derivative securities was reduced by their aggregate exercise price.

Risks

• The filing does not explicitly mention any ongoing risks or future challenges; it primarily reports on a completed merger transaction.

Future Outlook

The filing primarily reports on past transactions related to a merger and does not contain forward-looking statements or guidance regarding future company performance.

Management Comments

• The reported securities were disposed of pursuant to the terms of the Agreement and Plan of Merger.
• Each share of the Issuer's Class A Common Stock was converted into the right to receive $24.55 per share in cash.
• Performance Stock Units had their performance conditions deemed achieved at 110% of target but remain subject to time-vesting conditions.
• Outstanding options and restricted stock units held by non-employee directors were canceled in exchange for a cash payment equal to the Merger Consideration multiplied by the number of shares subject to the award, less the aggregate exercise price for options.
• PSUs and RSUs not held by non-employee directors were also canceled for a cash payment subject to time-vesting terms.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard for reporting insider transactions, particularly significant ones like those following a merger. This filing confirms the completion of the merger and the cash-out for shareholders and option/unit holders, a common outcome in acquisition scenarios.

Stakeholder Impact

• Shareholders: Received $24.55 in cash per share, realizing their investment in the company.
• Employees/Executives (including reporting person): Received cash for vested and unvested stock options, RSUs, and PSUs, with values dependent on vesting schedules and performance conditions.
• Creditors: The company's obligations would be settled as part of the merger process, with the acquiring entity assuming or settling liabilities.

Next Steps

• The merger transaction has been completed, with securities converted to cash.
• The reporting person's beneficial ownership of Clearwater Analytics Holdings, Inc. common stock and derivative securities has been extinguished through this transaction.

Key Dates

Keywords

SEC Form 4, Beneficial Ownership, Merger, Clearwater Analytics Holdings, CWAN, James S Cox, CFO, Class A Common Stock, Performance Stock Units, Restricted Stock Units, Stock Options, Insider Trading