SEC Form 4 · accession 0001193125-26-283287
Clearwater Analytics Holdings, Inc. · CWAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jacques Aigrain
Director
Period of report
Jun 25, 2026
Accepted (ET)
Jun 25, 2026 · 8:12 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 | Jun 25, 2026 | D | 20,481 | $24.55 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F2 | $0.00 | Jun 25, 2026 | D | 15,339 | D | — | Jun 23, 2035 | Class A Common Stock | 15,339 | 0 | D |
| Stock Options (right to buy)F3,F4 | $12.40 | Jun 25, 2026 | D | 48,387 | D | — | Mar 8, 2031 | Class A Common Stock | 48,387 | 0 | D |
| Stock Options (right to buy)F3,F4 | $18.68 | Jun 25, 2026 | D | 21,413 | D | — | Mar 8, 2032 | Class A Common Stock | 21,413 | 0 | D |
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 ("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").
- F2The reported Restricted Stock Units ("RSUs") vested or were scheduled to vest as follows: 2,191.33 vested RSUs on June 23, 2026; 8,765 shares on the anniversary of the 2025 Annual Shareholders Meeting; 2,191.33 shares on June 23, 2027; and 2,191.33 shares on June 23, 2028.
- F3At the Effective Time, all outstanding vested awards and Director RSUs with respect to Common Stock 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 award that is an option to purchase shares of Common Stock ("Options").
- F4The reported Options were all fully vested.