SEC Form 4 · accession 0001193125-26-283273
Clearwater Analytics Holdings, Inc. · CWAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Hooper
Director
Period of report
Jun 25, 2026
Accepted (ET)
Jun 25, 2026 · 8:04 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001866368
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Jun 25, 2026 | M | 136,573 | — | A | 241,833 | I | See footnote |
| Class B Common StockF2,F4 | Jun 25, 2026 | M | 136,573 | — | D | 0 | I | See footnote |
| Class A Common StockF1,F3 | Jun 25, 2026 | D | 241,833 | $24.55 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| CWAN Holdings LLC InterestsF2,F5 | — | Jun 25, 2026 | M | 136,573 | D | — | — | Class A Common Stock | 136,573 | 0 | I |
Explanation of responses
- F1The 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 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").
- F2Immediately prior to the Effective Time, the Issuer exercised its right to require each holder of CWAN Holdings LLC Interests ("LLC Interests") to exchange all of such holder's LLC Interests and shares of Class B Common Stock for shares of Class A Common Stock (resulting in the cancellation of all of such holder's shares of Class B Common Stock). Each share of Class A Common Stock issued in the exchange was entitled to receive the Merger Consideration.
- F3The reported shares of Class A Common Stock are held by The Hooper Family Trust.
- F4The reported shares of Class B Common Stock were held by The Hooper Family Trust.
- F5The reported LLC Interests were held by The Hooper Family Trust.