SEC Form 4 · accession 0001193125-26-283304

Clearwater Analytics Holdings, Inc. · CWAN

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

Reporting owner

James S Cox

Officer — Chief Financial Officer

Period of report

Jun 25, 2026

Accepted (ET)

Jun 25, 2026 · 8:21 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	Jun 25, 2026	D	480,419	$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 Units^F3,F2	$0.00	Jun 25, 2026	A	18,333	A	—	Feb 28, 2034	Class A Common Stock	18,333	18,333	D
Performance Stock Units^F3,F2	$0.00	Jun 25, 2026	A	91,665	A	—	Feb 13, 2035	Class A Common Stock	91,665	91,665	D
Performance Stock Units^F3,F2	$0.00	Jun 25, 2026	D	18,333	D	—	Feb 28, 2034	Class A Common Stock	18,333	0	D
Performance Stock Units^F3,F2	$0.00	Jun 25, 2026	D	91,665	D	—	Feb 13, 2035	Class A Common Stock	91,665	0	D
Restricted Stock Units^F3,F4	$0.00	Jun 25, 2026	D	77,170	D	—	Jan 1, 2033	Class A Common Stock	77,170	0	D
Restricted Stock Units^F3,F5	$0.00	Jun 25, 2026	D	21,875	D	—	Feb 28, 2034	Class A Common Stock	21,875	0	D
Restricted Stock Units^F3,F6	$0.00	Jun 25, 2026	D	85,937	D	—	Feb 13, 2035	Class A Common Stock	85,937	0	D
Restricted Stock Units^F3,F5	$0.00	Jun 25, 2026	D	188,984	D	—	Feb 11, 2036	Class A Common Stock	188,984	0	D
Stock Options (right to buy)^F3,F7	$4.40	Jun 25, 2026	D	11,449	D	—	May 20, 2029	Class A Common Stock	11,449	0	D
Stock Options (right to buy)^F3,F7	$4.40	Jun 25, 2026	D	208,109	D	—	Jan 1, 2030	Class A Common Stock	208,109	0	D
Stock Options (right to buy)^F3,F7	$12.40	Jun 25, 2026	D	31,031	D	—	Mar 7, 2031	Class A Common Stock	31,031	406,469	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 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.
F3At 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.
F4The reported RSUs were scheduled to vest on January 1, 2027.
F5The 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.
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, 2028.
F7The reported Options were all fully vested.