SEC Form 4 · accession 0001193125-26-283279

Clearwater Analytics Holdings, Inc. · CWAN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Eric J. Lee

Director

Period of report

Jun 25, 2026

Accepted (ET)

Jun 25, 2026 · 8:07 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 Stock^F1,F2,F3	Jun 25, 2026	M	220,137	—	A	531,457	I	See footnote
Class B Common Stock^F2,F4	Jun 25, 2026	M	220,137	—	D	0	I	See footnote
Class A Common Stock^F1,F3	Jun 25, 2026	D	531,457	$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 Interests^F2,F5	—	Jun 25, 2026	M	220,137	D	—	—	Class A Common Stock	220,137	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 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 securities consist of 402,620 shares of Class A Common Stock held directly by the Reporting Person and 128,837 shares of Class A Common Stock held by Eric J Lee 2014 Irrevocable Trust.
F4The reported securities consist of 166,771 shares of Class B Common Stock that were held directly by the Reporting Person and 53,366 shares of Class B Common Stock that were held by Eric J Lee 2014 Irrevocable Trust.
F5The reported securities consist of 166,771 LLC Interests that were held directly by the Reporting Person and 53,366 LLC Interests that were held by Eric J Lee 2014 Irrevocable Trust.