SEC Form 4 · accession 0001193125-26-283300
Clearwater Analytics Holdings, Inc. · CWAN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sandeep Sahai
Officer — See Remarks · Director
Period of report
Jun 25, 2026
Accepted (ET)
Jun 25, 2026 · 8:19 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 | Jun 25, 2026 | D | 1,416,794 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF4,F3 | $0.00 | Jun 25, 2026 | A | 73,559 | A | — | Feb 28, 2034 | Class A Common Stock | 73,559 | 73,559 | D |
| Performance Stock UnitsF4,F3 | $0.00 | Jun 25, 2026 | A | 258,024 | A | — | Feb 13, 2035 | Class A Common Stock | 258,024 | 258,024 | D |
| Performance Stock UnitsF4,F3 | $0.00 | Jun 25, 2026 | D | 73,559 | D | — | Feb 28, 2034 | Class A Common Stock | 73,559 | 0 | D |
| Performance Stock UnitsF4,F3 | $0.00 | Jun 25, 2026 | D | 258,024 | D | — | Feb 13, 2035 | Class A Common Stock | 258,024 | 0 | D |
| Restricted Stock UnitsF4,F5 | $0.00 | Jun 25, 2026 | D | 201,458 | D | — | Jan 1, 2033 | Class A Common Stock | 201,458 | 0 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | Jun 25, 2026 | D | 87,769 | D | — | Feb 28, 2034 | Class A Common Stock | 87,769 | 0 | D |
| Restricted Stock UnitsF4,F7 | $0.00 | Jun 25, 2026 | D | 241,898 | D | — | Feb 13, 2035 | Class A Common Stock | 241,898 | 0 | D |
| Restricted Stock UnitsF4,F6 | $0.00 | Jun 25, 2026 | D | 531,423 | D | — | Feb 11, 2036 | Class A Common Stock | 531,423 | 0 | D |
| Stock Options (right to buy)F4,F8 | $4.40 | Jun 25, 2026 | D | 746,651 | D | — | Nov 29, 2028 | Class A Common Stock | 746,651 | 0 | D |
| Stock Options (right to buy)F4,F8 | $4.40 | Jun 25, 2026 | D | 671,177 | D | — | Jan 1, 2030 | Class A Common Stock | 671,177 | 0 | D |
| Stock Options (right to buy)F4,F8 | $12.40 | Jun 25, 2026 | D | 46,215 | D | — | Mar 7, 2031 | Class A Common Stock | 46,215 | 1,303,785 | D |
Explanation of responses
- F1The reported securities include 1,175 shares purchased on May 29, 2026, pursuant to the Issuer's Employee Stock Purchase Plan.
- F2The 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").
- F3The 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.
- F4At 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.
- F5The reported RSUs were scheduled to vest on January 1, 2027.
- F6The reported RSUs were scheduled to vest in equal installments at the end of each 3-month period following June 30, 2026 and until December 31, 2027.
- F7The reported RSUs were scheduled to vest in equal installments at the end of each 3-month period following June 30, 2026 and until December 31, 2028.
- F8The reported Options were all fully vested.
Remarks
Director and Chief Executive Officer