Chief Financial Officer Cox James S returned $11,794,286 worth of shares to the company (480,419 units at $24.55), closing all direct ownership in the company (SEC Form 4)
$CWAN
Computer Software: Prepackaged Software
Technology
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [ CWAN ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/25/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/25/2026 | D | 480,419 | D | $24.55(1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | $0 | 06/25/2026 | A | 18,333 | (2) | 02/28/2034 | Class A Common Stock | 18,333 | $24.55(3) | 18,333 | D | ||||
| Performance Stock Units | $0 | 06/25/2026 | A | 91,665 | (2) | 02/13/2035 | Class A Common Stock | 91,665 | $24.55(3) | 91,665 | D | ||||
| Performance Stock Units | $0.00 | 06/25/2026 | D | 18,333 | (2) | 02/28/2034 | Class A Common Stock | 18,333 | $24.55(3) | 0 | D | ||||
| Performance Stock Units | $0.00 | 06/25/2026 | D | 91,665 | (2) | 02/13/2035 | Class A Common Stock | 91,665 | $24.55(3) | 0 | D | ||||
| Restricted Stock Units | $0.00 | 06/25/2026 | D | 77,170 | (4) | 01/01/2033 | Class A Common Stock | 77,170 | $24.55(3) | 0 | D | ||||
| Restricted Stock Units | $0.00 | 06/25/2026 | D | 21,875 | (5) | 02/28/2034 | Class A Common Stock | 21,875 | $24.55(3) | 0 | D | ||||
| Restricted Stock Units | $0.00 | 06/25/2026 | D | 85,937 | (6) | 02/13/2035 | Class A Common Stock | 85,937 | $24.55(3) | 0 | D | ||||
| Restricted Stock Units | $0.00 | 06/25/2026 | D | 188,984 | (5) | 02/11/2036 | Class A Common Stock | 188,984 | $24.55(3) | 0 | D | ||||
| Stock Options (right to buy) | $4.4 | 06/25/2026 | D | 11,449 | (7) | 05/20/2029 | Class A Common Stock | 11,449 | $20.15(3) | 0 | D | ||||
| Stock Options (right to buy) | $4.4 | 06/25/2026 | D | 208,109 | (7) | 01/01/2030 | Class A Common Stock | 208,109 | $20.15(3) | 0 | D | ||||
| Stock Options (right to buy) | $12.4 | 06/25/2026 | D | 31,031 | (7) | 03/07/2031 | Class A Common Stock | 31,031 | $12.15(3) | 406,469 | D | ||||
| Explanation of Responses: |
| 1. The 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"). |
| 2. The 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. |
| 3. At 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. |
| 4. The reported RSUs were scheduled to vest on January 1, 2027. |
| 5. The 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. |
| 6. The 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. |
| 7. The reported Options were all fully vested. |
| /s/ Alphonse Valbrune, as Attorney-in-Fact, for James S Cox | 06/25/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||