Form 4: Clearwater Analytics Holdings Merger Transaction

Clearwater Analytics Holdings, Inc. reports significant insider transactions related to its merger with GT Silver BidCo, Inc.

Summary

• Scott Stanley Erickson, Chief Revenue Officer of Clearwater Analytics Holdings, Inc., reported transactions on June 25, 2026, related to the company's merger with GT Silver BidCo, Inc.
• The merger agreement, dated December 20, 2025, converted outstanding Class A Common Stock into a cash payment of $24.55 per share.
• Various equity awards, including Performance Stock Units (PSUs), Restricted Stock Units (RSUs), and Stock Options, were settled in cash or converted into options for an affiliate of the parent company.
• Specifically, 155,119 shares of Class A Common Stock were disposed of at a price of $24.55 per share.
• Performance Stock Units were deemed achieved at 110% of target but remained subject to time-vesting conditions.
• Options and RSUs held by non-employee directors were canceled for a cash payment equal to the merger consideration less the exercise price.
• PSUs and RSUs not held by non-employee directors were also canceled for a cash payment, subject to time-vesting terms.
• Certain RSUs had specific vesting schedules outlined, with some scheduled to vest in installments following June 30, 2026.
• All reported stock options were fully vested.
• The filing details the disposition of various derivative securities, including PSUs, RSUs, and stock options, as part of the merger.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily reports on the execution of a pre-agreed merger transaction and the resulting settlement of equity awards, rather than new operational performance or strategic shifts.

Positives

• The merger provides a cash payout of $24.55 per share for Class A Common Stock, representing a concrete value realization for shareholders.
• Performance Stock Units achieved 110% of target performance conditions, indicating strong underlying performance prior to the merger.
• All reported stock options were fully vested, allowing for their full conversion into cash as part of the merger consideration.
• The transaction structure ensures that even unvested RSUs and PSUs (for non-directors) are converted into cash, albeit subject to vesting terms, providing a benefit to holders.

Negatives

• The disposition of 155,119 shares of Class A Common Stock at $24.55 per share signifies the end of public trading for these shares.
• The cancellation of outstanding options and RSUs, even for cash, means the loss of potential future equity upside for employees and directors.
• The cash payment for PSUs and RSUs not held by non-employee directors is subject to time-vesting conditions, meaning the full benefit is not immediately realized for all recipients.

Risks

• The merger agreement itself, dated December 20, 2025, represents a significant change in the company's structure and ownership.
• The conversion of equity awards into cash payments, while providing immediate value, removes the incentive for long-term retention and future stock performance for employees and management.
• The filing details the conversion of some stock options into options for an affiliate of the parent company, which may introduce new complexities or uncertainties for the option holders.

Future Outlook

The filing primarily details past transactions related to a merger. There are no explicit forward-looking statements or guidance provided regarding the future operational outlook of Clearwater Analytics Holdings, Inc. as a standalone entity, as it is now part of GT Silver BidCo, Inc.

Management Comments

• 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 Options were all fully vested.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard for reporting changes in beneficial ownership by insiders, particularly during significant corporate events like mergers. The details provided reflect the typical conversion of equity awards into cash payouts upon acquisition, a common practice in the private equity or strategic acquisition landscape.

Comparison to Industry Standards

• The cash consideration of $24.55 per share is a specific value determined by the merger agreement and is not directly comparable to industry standard valuation multiples without further context on Clearwater Analytics' financials and market conditions at the time of the agreement.
• The treatment of equity awards (PSUs, RSUs, Options) aligns with industry practices for mergers and acquisitions, where such awards are typically cashed out or converted based on the merger terms.
• The achievement of 110% of target for Performance Stock Units suggests performance that may be above average for similar incentive plans, but a direct comparison requires knowledge of industry-wide PSU achievement rates, which are not universally disclosed.

Stakeholder Impact

• Shareholders: Will receive a cash payment of $24.55 per share for their Class A Common Stock.
• Employees and Management: Will receive cash payments for vested stock options and RSUs, and cash payments subject to vesting for unvested RSUs and PSUs. Some options may convert to affiliate options.
• Directors: Will receive cash payments for their equity awards, as detailed in the filing.

Next Steps

• The merger with GT Silver BidCo, Inc. has been completed, resulting in the conversion of Clearwater Analytics Holdings, Inc. into a private entity or part of the acquiring entity.
• Holders of equity awards will receive cash payments or converted options as detailed in the filing.

Key Dates

Keywords

SEC Form 4, Clearwater Analytics Holdings, CWAN, Merger, Scott Stanley Erickson, Insider Transaction, Stock Options, Restricted Stock Units, Performance Stock Units, Beneficial Ownership, GT Silver BidCo, GT Silver Merger Sub