Clearwater Analytics (NYSE: CWAN) backs $8.4B buyout after 74% Q1 growth
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Clearwater Analytics reported a very strong first quarter of 2026, with revenue of $221.2 million, up 74% from $126.9 million a year earlier. Annualized recurring revenue reached $872 million, a 77% increase, showing rapid growth in its subscription-style business.
GAAP results swung to a small net loss of $2.8 million, but non-GAAP net income rose to $48.6 million and adjusted EBITDA climbed to $77.4 million, a 35% margin. The company is being acquired by a Permira- and Warburg Pincus-led group in a cash deal valuing it at about $8.4 billion, or $24.55 per share, which has been approved by shareholders and is pending final Australian regulatory clearance.
Positive
- Exceptional top-line and ARR growth: Q1 2026 revenue rose 74% year-over-year to $221.2 million and annualized recurring revenue increased 77% to $872 million, indicating very strong demand and expansion of Clearwater Analytics’ subscription-based business.
- Strong non-GAAP profitability: Adjusted EBITDA grew to $77.4 million with a 35% margin and non-GAAP net income increased to $48.6 million, demonstrating the business is scaling efficiently despite higher investment and acquisition-related costs.
- Large all-cash buyout at premium valuation: The company agreed to an approximately $8.4 billion acquisition by a Permira- and Warburg Pincus-led group at $24.55 per share in cash, approved by shareholders and moving toward closing, providing a defined liquidity event for investors.
Negative
- Shift to GAAP net loss and higher leverage: Results moved from GAAP net income of $6.5 million in Q1 2025 to a $2.8 million net loss in Q1 2026, while total debt reached $806.4 million versus $81.5 million of cash, cash equivalents and investments as of March 31, 2026.
Insights
CWAN posts hyper-growth, strong margins and advances $8.4B buyout.
Clearwater Analytics delivered Q1 2026 revenue of $221.2 million, up 74% year-over-year, with annualized recurring revenue climbing to $872 million, up 77%. Non-GAAP profitability remained robust, with adjusted EBITDA of $77.4 million and a 35% margin.
GAAP results showed a modest net loss of $2.8 million, largely alongside significantly higher interest expense and amortization. Free cash flow was $11.2 million, down from the prior year, while total debt stood at $806.4 million against cash, cash equivalents and investments of $81.5 million as of March 31, 2026.
The company is progressing toward an all‑cash acquisition by a Permira and Warburg Pincus‑led investor group, valuing it at about $8.4 billion or $24.55 per share. Shareholders have approved the merger; closing is expected in Q2 2026 subject to Australia FIRB approval and customary conditions, after which public shareholders would receive cash consideration.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Q1 2026 revenue: $221.2 million
Annualized recurring revenue: $872 million
GAAP net income (loss): ($2.8 million)
+5 more
8 metrics
Q1 2026 revenue
$221.2 million
Quarter ended March 31, 2026; up 74% year-over-year
Annualized recurring revenue
$872 million
As of March 31, 2026; up 77% year-over-year
GAAP net income (loss)
($2.8 million)
Q1 2026 net loss attributable to CWAN
Non-GAAP net income
$48.6 million
Q1 2026, up 39.5% from Q1 2025
Adjusted EBITDA
$77.4 million
Q1 2026; 35.0% adjusted EBITDA margin
Cash and investments
$81.5 million
Cash, cash equivalents and investments as of March 31, 2026
Total debt
$806.4 million
Total debt net of issuance costs as of March 31, 2026
Buyout value per share
$24.55 per share
Cash consideration in ~$8.4 billion proposed acquisition
Key Terms
Annualized Recurring Revenue, Adjusted EBITDA, gross revenue retention rate, net revenue retention rate, +2 more
6 terms
Annualized Recurring Revenue financial
"As of March 31, 2026, annualized recurring revenue (“ARR”) reached $872 million"
Annualized recurring revenue is the predictable income a business expects to earn over a year from ongoing customer subscriptions or contracts. It’s similar to estimating how much money you would make in a year if your current monthly income stayed the same. Investors use this figure to assess the stability and growth potential of a company's revenue stream.
Adjusted EBITDA financial
"Adjusted EBITDA for the first quarter of 2026 was $77.4 million"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
gross revenue retention rate financial
"As of March 31, 2026, the gross revenue retention rate was 97%"
Gross revenue retention rate measures how much revenue a company keeps from its existing customers over a set period, excluding any additional sales or upgrades to those customers. For investors it reveals the baseline stability of a company’s core customer base—like checking how much water remains in a bucket after leaks—so a high rate signals low loss and predictable recurring income, while a low rate warns of customer churn or shrinking contracts.
net revenue retention rate financial
"As of March 31, 2026, the net revenue retention rate was 108%"
Net revenue retention rate shows how much money a company keeps from its existing customers over time, after accounting for growth or losses. It helps measure if current customers are staying loyal and spending more or less, which is important for understanding the company's ongoing success and stability. Think of it like tracking how much your favorite subscription service keeps and grows its members' payments each year.
Proposed Transaction financial
"to be acquired in a transaction (the “Proposed Transaction”) valued at approximately $8.4 billion"
free cash flow financial
"Free cash flows for the first quarter of 2026 were $11.2 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Earnings Snapshot
Revenue: $221.2 million · Guidance included
Q1 2026
Revenue
$221.2 million
+74% year-over-year
GAAP net income (loss)
($2.8 million)
down from $6.9 million profit prior year
Non-GAAP net income
$48.6 million
+39.5% year-over-year
Adjusted EBITDA
$77.4 million
+72% year-over-year; 35.0% margin
Annualized recurring revenue
$872 million
+77% year-over-year
Guidance
The company will not provide forward-looking guidance or host an earnings call due to the pending all-cash acquisition by a Permira and Warburg Pincus-led investor group.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________
FORM 8-K
_____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2026
_____________________________________________________
(Exact name of Registrant as Specified in Its Charter)
_____________________________________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: 208 433-1200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On May 7, 2026, the Company issued a press release announcing its results for the first quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information in this Current Report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly provided by specific reference in such a filing.
The Company is making reference to non-GAAP financial information in the press release. Reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the attached press release.
Item 9.01 Financial Statements and Exhibits.
(d):The following exhibits are being filed herewith:
| Exhibit Number | Description | |||||||
| 99.1 | Press release entitled "Clearwater Analytics Announces First Quarter 2026 Financial Results" dated May 7, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Clearwater Analytics Holdings, Inc. | |||||||||||
| Date: | May 7, 2026 | By: | /s/ Jim Cox | ||||||||
| Jim Cox, Chief Financial Officer | |||||||||||
Clearwater Analytics Announces First Quarter 2026 Financial Results
Quarterly Revenue of $221.2 Million, Up 74% Year-Over-Year
Annualized Recurring Revenue of $872 Million, Up 77% Year-Over-Year
Adjusted EBITDA of $77.4 Million, Up 72% Year-Over-Year
BOISE, Idaho — May 7, 2026 — Clearwater Analytics Holdings, Inc. (NYSE: CWAN) (“CWAN” or the “Company”), the most comprehensive technology platform for investment management, today announced its financial results for the quarter ended March 31, 2026.
“We delivered a strong start to 2026 with Q1 revenue of $221.2 million, up 74% year-over-year. GenAI tools are woven into the fabric of our organization, enabling both technical and non-technical employees to deliver internal automation and new products at unprecedented speeds,” said Sandeep Sahai, CEO at CWAN. “This is enabling strong profitability with Non-GAAP Gross Profit growing 73% year-over-year to a record $172.7 million. Adjusted EBITDA grew 71.8% year-over-year to $77.4 million, reaching a near-record margin of 35%.”
“Now that we have completed a full year since acquiring Enfusion, Beacon, and Bistro, we are seeing clear validation of the strategic rationale we presented," continued Sahai. "CWAN’s comprehensive front‑to‑back platform continues to resonate with clients and is influencing investment management workflows worldwide. The strength of our product portfolio, the expertise of our teams, and the scale of our offerings provide a robust foundation for CWAN’s continued leadership in rapid development and commercialization of best‑in‑class technologies.”
First Quarter 2026 Financial Results Summary
•Revenue: Total revenue for the first quarter of 2026 was $221.2 million, an increase of 74%, from $126.9 million in the first quarter of 2025.
•Gross Profit: Gross profit for the first quarter of 2026 increased to $145.5 million, which equates to a 65.8% GAAP gross margin, compared with gross profit of $92.9 million and GAAP gross margin of 73.3% in the first quarter of 2025. Non-GAAP gross profit for the first quarter of 2026 was $172.7 million, which equates to a 78.1% non-GAAP gross margin, compared with non-GAAP gross profit of $100.1 million and non-GAAP gross margin of 78.9% in the first quarter of 2025.
•Net Income/(Loss): Net loss for the first quarter of 2026 was $2.8 million, compared with net income of $6.5 million in the first quarter of 2025. Non-GAAP net income for the first quarter of 2026 increased to $48.6 million, an increase of 39.5% from $34.9 million in the first quarter of 2025.
•Adjusted EBITDA: Adjusted EBITDA for the first quarter of 2026 was $77.4 million, an increase of 72%, from $45.1 million in the first quarter of 2025. Adjusted EBITDA margin for the first quarter of 2026 was 35.0%, an increase from 34.1% in the fourth quarter of 2025.
•Cash Flows: Operating cash flows for the first quarter of 2026 were $17.7 million. Free cash flows for the first quarter of 2026 were $11.2 million.
•Net Loss Per Share and Non-GAAP Net Income Per Share: Net loss per basic and diluted share was $0.01 in the first quarter of 2026. Non-GAAP net income per basic and diluted share was $0.16 in the first quarter of 2026, an increase of 23% compared to Q1 of 2025.
•Cash, cash equivalents, and investments were $81.5 million as of March 31, 2026. Total debt, net of debt issuance cost, was $806.4 million as of March 31, 2026.
First Quarter 2026 Key Metrics Summary
•Annualized Recurring Revenue: As of March 31, 2026, annualized recurring revenue (“ARR”) reached $872 million, an increase of 77% from $494 million as of March 31, 2025.
ARR is calculated at the end of a period by dividing the recurring revenue in the last month of such period by the number of days in the month and multiplying by 365.
•Gross Revenue Retention Rate: As of March 31, 2026, the gross revenue retention rate was 97%.
Gross revenue retention rate represents annual contract value (“ACV”) at the beginning of the 12-month period ended on the reporting date less client attrition over the prior 12-month period, divided by ACV at the beginning of the 12-month period, expressed as a percentage. ACV is comprised of annualized recurring revenue plus contracted-not-billed revenue, which represents the estimated annual contracted revenue for new and existing client opportunities prior to revenue recognition.
•Net Revenue Retention Rate: As of March 31, 2026, the net revenue retention rate was 108%.
Net revenue retention rate is the percentage of recurring revenue from clients on the platform for 12 months and includes changes from the addition, removal, or value of assets on our platform, contractual changes that have an impact to annualized recurring revenues and lost revenue from client attrition.
Recent Business Highlights
•On December 20, 2025, the Company entered into an Agreement and Plan of Merger to be acquired in a transaction (the “Proposed Transaction”) valued at approximately $8.4 billion by a Permira and Warburg Pincus-led investor group, with participation from Temasek, and key support from Francisco Partners (collectively, the “Investor Group”). Under the terms of the agreement, Company stockholders will receive $24.55 per share in cash upon completion of the Proposed Transaction.
•On May 6, 2026, CWAN shareholders voted to adopt the Agreement and Plan of Merger, approving the Company’s acquisition by the Investor Group.
•CWAN has now obtained all required regulatory approvals for the proposed acquisition, except for the Australia Foreign Investment Review Board (“FIRB”) approval. An FIRB application was submitted in the second quarter of 2026. Subject to the approval by the Australian Treasurer pursuant to the FIRB approval process and the satisfaction or waiver of other customary closing conditions, CWAN currently expects to close the Proposed Transaction in the second quarter of 2026.
•Orange Investment Advisors successfully implemented Enfusion by CWAN to modernize its front‑to‑back investment operations across structured credit. The unified PMS, OMS, and execution platform—combined with Clearwater’s Beacon analytics—provides real‑time data, enhanced transparency, and faster, more accurate reporting. The deployment streamlines workflows across front, middle, and back office, reducing manual reconciliation and improving client responsiveness.
•Dunamis Asset Management, an onshore Korean hedge fund manager that has also recently expanded to Hong Kong, was recently onboarded; they selected Enfusion by Clearwater to support its domestic and international operations. As a recognized global leader in Korea’s hedge fund ecosystem, Dunamis required a comprehensive platform for order execution, position management, risk management, and operational transparency, including seamless shadow accounting and control-level reconciliation with fund administrators, prime brokers and allocators. They chose Enfusion by Clearwater for its established presence in the Asia-Pacific region and proven success enabling international growth. This client win underscores how sophisticated hedge fund managers increasingly rely on Clearwater Analytics to accelerate global expansion.
Earnings Conference Call and Guidance
As a result of the execution of a definitive agreement under which the Investor Group will acquire all of the outstanding shares of the Company's common stock in an all-cash transaction, as announced on December 21, 2025, the Company will not host an earnings conference call or webcast to discuss its first quarter 2026 financial results nor provide forward-looking guidance.
About CWAN
CWAN (NYSE: CWAN) is transforming investment management with the industry’s most comprehensive cloud-native platform for institutional investors across global public and private markets. While legacy systems create risk, inefficiency, and data fragmentation, CWAN’s single-instance, multi-tenant architecture delivers real-time data and AI-driven insights throughout the investment lifecycle. The platform eliminates information silos by integrating portfolio management, trading, investment accounting, reconciliation, regulatory reporting, performance, compliance, and risk analytics in one unified system. Serving leading insurers, asset managers, hedge funds, banks, corporations, and governments, CWAN supports over $10 trillion in assets globally. Learn more at www.cwan.com.
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Investor Contact:
Kamil Mielczarek | +1 208-510-6856 | investors@cwan.com
Media Contact:
Claudia Cahill | +1 703-728-1221 | press@cwan.com
Use of non-GAAP Information
This press release contains certain non-GAAP measures, including non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP effective tax rate, diluted non-GAAP share count and free cash flow.
The non-GAAP measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. However, the Company believes that this non-GAAP information is useful as an additional means for investors to evaluate its operating performance, when reviewed in conjunction with its GAAP financial statements. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP, and because these amounts are not determined in accordance with GAAP, they should not be used exclusively in evaluating the Company's business and operations. In addition, undue reliance should not be placed upon non-GAAP or operating information because this information is neither standardized across companies nor subjected to the same control activities and audit procedures that produce the Company's GAAP financial results.
The Company's non-GAAP statement of operations measures, including non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP effective tax rate, diluted non-GAAP share count and free cash flow, are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of its ongoing operations. These adjusted measures exclude the impact of share-based compensation and eliminate potential differences in results of operations between periods caused by factors such as financing and capital structures, taxation positions or regimes, restructuring, transaction expenses, impairment and other charges. Please refer to the reconciliations of these measures below to what the Company believes are the most directly comparable measures evaluated in accordance with GAAP.
Use of Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning the Company's expectations with respect to the proposed transaction, including the timing thereof, and the Company’s possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry, economic and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “aim,” “may,” “plan,”
“potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms, but are not the exclusive means of identifying such statements.
Forward-looking statements involve known and unknown risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties may cause actual results to differ materially from the Company’s current expectations and include, but are not limited to: (A) risks related to the Proposed Transactions, including (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all; (ii) the possibility that any or all of the various conditions to the consummation of the Proposed Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the Proposed Transaction, including in circumstances which would require the Company to pay a termination fee; (iv) the effect of the announcement or pendency of the Proposed Transaction on the Company’s ability to attract, motivate or retain key executives and associates, its ability to maintain relationships with its customers, vendors, service providers and others with whom it does business, or its operating results and business generally; (v) risks related to the Proposed Transaction diverting management’s attention from the Company’s ongoing business operations; (vi) the risk of shareholder litigation in connection with the Proposed Transaction, including resulting expense or delay; (vii) certain restrictions during the pendency of the Proposed Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (viii) risks that the anticipated benefits of the Proposed Transaction are not realized when and as expected; (ix) the availability of capital and financing and rating agency actions in connection with the Proposed Transaction; (B) ongoing risks such as those related to (i) the Company’s ability to successfully integrate the operations and technology of its acquisitions of Enfusion, Beacon and Bistro (the “Acquisitions”) with those of the Company and to obtain third party data rights, retain and incentivize the employees of the Acquisitions following the close of the Acquisitions, retain the Acquisitions’ clients, repay debt incurred in connection with the Acquisitions and meet financial covenants to be imposed in connection with such debt; (ii) risks that synergies and growth from the Acquisitions may not be fully realized or may take longer to realize than expected, (iii) the Company's ability to keep pace with rapid technological change and market developments, including artificial intelligence, (iv) competitors in its industry, (v) the possibility that market volatility, a downturn in economic conditions or other factors may cause negative trends or fluctuations in the value of the assets on the Company’s platform, (vi) the Company's ability to manage growth, (vii) the Company’s ability to attract and retain skilled employees, (viii) the possibility that the Company’s solutions fail to perform properly, (ix) disruptions and failures in the Company's and third parties’ computer equipment, cloud-based services, electronic delivery systems, networks and telecommunications systems and infrastructure, (x) the failure to protect the Company, its customers’ and/or its vendors’ confidential information and/or intellectual property, claims of infringement of others’ intellectual property, (xi) factors related to the Company's ownership structure; and (C) other risks and uncertainties detailed in the Company’s periodic public filings with the SEC, including but not limited to those discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on February 18, 2026 (as amended by Amendment No. 1 thereto, filed with the SEC on April 1, 2026), and in other periodic reports filed by the Company with the SEC. These filings are available at www.sec.gov and on the Company’s website.
Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release and should not be relied upon as representing the Company’s expectations or beliefs as of any date subsequent to the time they are made. The Company does not undertake to and specifically declines any obligation to update any forward-looking statements that may be made from time to time by or on behalf of the Company.
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Clearwater Analytics Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except share amounts and per share amounts, unaudited)
| March 31 | December 31 | ||||||||||
| 2026 | 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 81,507 | $ | 91,245 | |||||||
| Accounts receivable, net | 169,630 | 167,348 | |||||||||
| Prepaid expenses and other current assets | 43,107 | 36,977 | |||||||||
| Total current assets | 294,244 | 295,570 | |||||||||
| Property, equipment and software, net | 30,454 | 26,607 | |||||||||
| Operating lease right-of-use assets, net | 51,639 | 34,300 | |||||||||
| Deferred contract costs, non-current | 11,044 | 13,017 | |||||||||
| Debt issuance costs - line of credit | 3,268 | 3,467 | |||||||||
| Deferred tax assets, net | 702,300 | 695,998 | |||||||||
| Intangible assets, net | 660,650 | 687,578 | |||||||||
| Goodwill | 1,268,440 | 1,270,056 | |||||||||
| Other non-current assets | 4,816 | 5,336 | |||||||||
| Total assets | $ | 3,026,855 | $ | 3,031,929 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 1,630 | $ | 4,096 | |||||||
| Accrued expenses and other current liabilities | 78,605 | 112,249 | |||||||||
| Notes payable, current portion | 8,000 | 8,000 | |||||||||
| Deferred revenue | 28,027 | 21,860 | |||||||||
| Operating lease liability, current portion | 14,210 | 15,138 | |||||||||
| Total current liabilities | 130,472 | 161,343 | |||||||||
| Notes payable, less current maturities and unamortized debt issuance costs | 798,399 | 814,643 | |||||||||
| Operating lease liability, less current portion | 40,228 | 22,555 | |||||||||
| Other long-term liabilities | 3,194 | 2,296 | |||||||||
| Total liabilities | 972,293 | 1,000,837 | |||||||||
| Stockholders' Equity | |||||||||||
| Class A common stock, par value $0.001 per share; 1,500,000,000 shares authorized, 297,249,547 shares issued and outstanding as of March 31, 2026, 291,426,648 shares issued and outstanding as of December 31, 2025 | 297 | 291 | |||||||||
| Class B common stock, par value $0.001 per share; 500,000,000 shares authorized, 1,113,136 share issued and outstanding as of March 31, 2026; and 2,017,754 share issued and outstanding as of December 31, 2025 | 1 | 2 | |||||||||
| Class C common stock, par value $0.001 per share; 500,000,000 shares authorized, no share issued and outstanding as of March 31, 2026 and December 31, 2025 | — | — | |||||||||
| Class D common stock, par value $0.001 per share; 500,000,000 shares authorized, no share issued and outstanding as of March 31, 2026 and December 31, 2025 | — | — | |||||||||
| Additional paid-in-capital | 1,784,861 | 1,754,387 | |||||||||
| Accumulated other comprehensive income | 2,777 | 7,089 | |||||||||
| Retained earnings | 261,564 | 259,963 | |||||||||
| Total stockholders' equity attributable to Clearwater Analytics Holdings, Inc. | 2,049,500 | 2,021,732 | |||||||||
| Non-controlling interests | 5,062 | 9,360 | |||||||||
| Total stockholders' equity | 2,054,562 | 2,031,092 | |||||||||
| Total liabilities and stockholders' equity | $ | 3,026,855 | $ | 3,031,929 | |||||||
Clearwater Analytics Holdings, Inc.
Consolidated Statements of Operations
(In thousands, except share amounts and per share amounts, unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue | $ | 221,228 | $ | 126,864 | |||||||
Cost of revenue(1) | 75,681 | 33,924 | |||||||||
| Gross profit | 145,547 | 92,940 | |||||||||
| Operating expenses: | |||||||||||
Research and development(1) | 57,050 | 37,400 | |||||||||
Sales and marketing(1) | 46,241 | 19,631 | |||||||||
General and administrative(1) | 33,266 | 28,827 | |||||||||
| Total operating expenses | 136,557 | 85,858 | |||||||||
| Income from operations | 8,990 | 7,082 | |||||||||
| Interest expense | 12,646 | 919 | |||||||||
| Other income, net | (51) | (2,323) | |||||||||
| Income (loss) before income taxes | (3,605) | 8,486 | |||||||||
| Provision for (benefit from) income taxes | (809) | 1,550 | |||||||||
| Net income (loss) | (2,796) | 6,936 | |||||||||
| Less: Net income (loss) attributable to non-controlling interests | (20) | 426 | |||||||||
| Net income (loss) attributable to Clearwater Analytics Holdings, Inc. | $ | (2,776) | $ | 6,510 | |||||||
| Net income (loss) per share attributable to Class A and Class D common stockholders stock: | |||||||||||
| Basic | $ | (0.01) | $ | 0.03 | |||||||
| Diluted | $ | (0.01) | $ | 0.03 | |||||||
| Weighted average shares of Class A and Class D common stock outstanding: | |||||||||||
| Basic | 294,989,154 | 237,324,564 | |||||||||
| Diluted | 294,989,154 | 246,212,517 | |||||||||
(1)Amounts include equity-based compensation as follows:
| Cost of revenue | $ | 4,323 | $ | 3,464 | |||||||
| Operating expenses: | |||||||||||
| Research and development | 7,065 | 8,698 | |||||||||
| Sales and marketing | 8,793 | 4,009 | |||||||||
| General and administrative | 8,394 | 7,541 | |||||||||
| Total equity-based compensation expense | $ | 28,575 | $ | 23,712 | |||||||
Clearwater Analytics Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands, unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income (loss) | $ | (2,796) | $ | 6,936 | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 29,557 | 3,146 | |||||||||
| Noncash operating lease cost | 4,123 | 2,375 | |||||||||
| Equity-based compensation | 28,575 | 23,712 | |||||||||
| Amortization of deferred contract acquisition costs | 3,121 | 1,350 | |||||||||
| Amortization of debt issuance costs, included in interest expense | 954 | 69 | |||||||||
| Provision for bad debt | 216 | — | |||||||||
| Deferred tax (benefit) expense | (2,000) | 1,250 | |||||||||
| Accretion of discount on investments | — | (284) | |||||||||
| Realized gain on investments | — | (112) | |||||||||
| Gain on disposal of fixed assets | (80) | — | |||||||||
| Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable, net | (2,498) | (5,296) | |||||||||
| Prepaid expenses and other assets | (4,078) | (2,576) | |||||||||
| Deferred contract acquisition costs | (3,006) | 7 | |||||||||
| Accounts payable | (2,458) | (918) | |||||||||
| Accrued expenses and other liabilities | (32,824) | (5,124) | |||||||||
| Tax receivable agreement liability | — | (35) | |||||||||
| Other long-term liabilities | 869 | — | |||||||||
| Net cash provided by operating activities | 17,675 | 24,500 | |||||||||
| INVESTING ACTIVITIES | |||||||||||
| Purchases of property, equipment and software | (6,440) | (1,468) | |||||||||
| Purchase of held to maturity investments | — | (4,686) | |||||||||
| Proceeds from sale of available-for-sale investments | — | 89,479 | |||||||||
| Proceeds from maturities of investments | — | 16,200 | |||||||||
| Net cash (used in) provided by investing activities | (6,440) | 99,525 | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Taxes paid related to net share settlement of equity awards | (2,248) | (24,402) | |||||||||
| Repayments of borrowings | (17,000) | (688) | |||||||||
| Payment of debt issuance costs | — | (2,159) | |||||||||
| Net cash used in financing activities | (19,248) | (27,249) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (1,725) | 1,033 | |||||||||
| Change in cash and cash equivalents during the period | (9,738) | 97,809 | |||||||||
| Cash and cash equivalents, beginning of period | 91,245 | 177,350 | |||||||||
| Cash and cash equivalents, end of period | $ | 81,507 | $ | 275,159 | |||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
| Cash paid for interest | $ | 21,708 | $ | 1,282 | |||||||
| Cash paid for income taxes | $ | 1,154 | $ | 583 | |||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | |||||||||||
| Purchase of property, equipment and software included in accounts payable and accrued expense | $ | 202 | $ | 64 | |||||||
| Tax distributions payable to Continuing Equity Owners included in accrued expenses | $ | — | $ | 29 | |||||||
| Acquisition of intangible assets paid in common stock | $ | — | $ | 102,729 | |||||||
| Acquisition holdback liability included in accrued expenses and other liabilities | $ | — | $ | 10,000 | |||||||
Clearwater Analytics Holdings, Inc.
Reconciliation of Net Income (Loss) to Adjusted EBITDA
(In thousands, unaudited)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Net income (loss) | $ | (2,796) | (1 | %) | $ | 6,936 | 5 | % | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Interest expense | 12,646 | 5 | % | 919 | 1 | % | |||||||||||||||||
| Depreciation and amortization | 29,557 | 13 | % | 3,146 | 2 | % | |||||||||||||||||
| Equity-based compensation expense and related payroll taxes | 32,827 | 15 | % | 27,562 | 22 | % | |||||||||||||||||
Transaction expenses(1) | 6,051 | 3 | % | 7,280 | 6 | % | |||||||||||||||||
| Provision for (benefit from) income taxes | (809) | 0 | % | 1,550 | 1 | % | |||||||||||||||||
| Other income, net | (51) | 0 | % | (2,323) | (2 | %) | |||||||||||||||||
| Adjusted EBITDA | $ | 77,425 | 35 | % | $ | 45,070 | 35 | % | |||||||||||||||
| Revenue | $ | 221,228 | 100 | % | $ | 126,864 | 100 | % | |||||||||||||||
(1) Transaction expenses primarily consist of professional fees and administrative costs for the Proposed Transaction and closed acquisitions.
Clearwater Analytics Holdings, Inc.
Reconciliation of Free Cash Flow
(In thousands, unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 17,675 | $ | 24,500 | |||||||
| Less: Purchases of property, equipment and software | 6,440 | 1,468 | |||||||||
| Free Cash Flow | $ | 11,235 | $ | 23,032 | |||||||
Clearwater Analytics Holdings, Inc.
Reconciliation of Non-GAAP Information
(In thousands, except share amounts and per share amounts, unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue | $ | 221,228 | $ | 126,864 | |||||||
| Gross profit | $ | 145,547 | $ | 92,940 | |||||||
| Adjustments: | |||||||||||
| Equity-based compensation expense and related payroll taxes | 5,182 | 4,374 | |||||||||
| Depreciation and amortization | 21,995 | 2,764 | |||||||||
| Gross profit, non-GAAP | $ | 172,724 | $ | 100,078 | |||||||
| As a percentage of revenue, non-GAAP | 78 | % | 79 | % | |||||||
| Cost of Revenue | $ | 75,681 | $ | 33,924 | |||||||
| Adjustments: | |||||||||||
| Equity-based compensation expense and related payroll taxes | 5,182 | 4,374 | |||||||||
| Depreciation and amortization | 21,995 | 2,764 | |||||||||
| Cost of revenue, non-GAAP | $ | 48,504 | $ | 26,786 | |||||||
| As a percentage of revenue, non-GAAP | 22 | % | 21 | % | |||||||
| Research and development | $ | 57,050 | $ | 37,400 | |||||||
| Adjustments: | |||||||||||
| Equity-based compensation expense and related payroll taxes | 8,390 | 9,827 | |||||||||
| Depreciation and amortization | 753 | 122 | |||||||||
| Research and development, non-GAAP | $ | 47,907 | $ | 27,451 | |||||||
| As a percentage of revenue, non-GAAP | 22 | % | 22 | % | |||||||
| Sales and marketing | $ | 46,241 | $ | 19,631 | |||||||
| Adjustments: | |||||||||||
| Equity-based compensation expense and related payroll taxes | 10,132 | 5,000 | |||||||||
| Depreciation and amortization | 6,297 | 153 | |||||||||
| Sales and marketing, non-GAAP | $ | 29,812 | $ | 14,478 | |||||||
| As a percentage of revenue, non-GAAP | 13 | % | 11 | % | |||||||
| General and administrative | $ | 33,266 | $ | 28,827 | |||||||
| Adjustments: | |||||||||||
| Equity-based compensation expense and related payroll taxes | 9,123 | 8,361 | |||||||||
| Depreciation and amortization | 512 | 107 | |||||||||
| Transaction expenses | 6,051 | 7,280 | |||||||||
| General and administrative, non-GAAP | $ | 17,580 | $ | 13,079 | |||||||
| As a percentage of revenue, non-GAAP | 8 | % | 10 | % | |||||||
| Income from operations | $ | 8,990 | $ | 7,082 | |||||||
| Adjustments: | |||||||||||
| Equity-based compensation expense and related payroll taxes | 32,827 | 27,562 | |||||||||
| Depreciation and amortization | 29,557 | 3,146 | |||||||||
| Transaction expenses | 6,051 | 7,280 | |||||||||
| Income from operations, non-GAAP | $ | 77,425 | $ | 45,070 | |||||||
| As a percentage of revenue, non-GAAP | 35 | % | 36 | % | |||||||
| | |||||||||||
| Net income (loss) | $ | (2,796) | $ | 6,936 | |||||||
| Adjustments: | |||||||||||
| Equity-based compensation expense and related payroll taxes | 32,827 | 27,562 | |||||||||
| Depreciation and amortization | 29,557 | 3,146 | |||||||||
| Transaction expenses | 6,051 | 7,280 | |||||||||
Tax impacts of adjustments to net income (loss) (1) | (17,017) | (10,069) | |||||||||
| Net income, non-GAAP | $ | 48,622 | $ | 34,855 | |||||||
| As a percentage of revenue, non-GAAP | 22 | % | 27 | % | |||||||
| Net income per share - basic, non-GAAP | $ | 0.16 | $ | 0.15 | |||||||
| Net income per share - diluted, non-GAAP | $ | 0.16 | $ | 0.13 | |||||||
| Weighted average common shares outstanding - basic | 294,989,154 | 237,324,564 | |||||||||
| Weighted average common shares outstanding - diluted | 303,076,722 | 258,754,627 | |||||||||
(1)The non-GAAP effective tax rate was 25% for the three months ended March 31, 2026 and 2025, respectively, and has been used to adjust the provision for income taxes for non-GAAP net income and non-GAAP basic and diluted net income per share.
FAQ
How did Clearwater Analytics (CWAN) perform financially in Q1 2026?
Clearwater Analytics generated revenue of $221.2 million in Q1 2026, up 74% from $126.9 million a year earlier. GAAP results showed a $2.8 million net loss, but non-GAAP net income rose to $48.6 million and adjusted EBITDA reached $77.4 million with a 35% margin.
What were Clearwater Analytics’ key recurring revenue metrics in Q1 2026?
As of March 31, 2026, annualized recurring revenue for Clearwater Analytics reached $872 million, a 77% increase from $494 million a year earlier. The company reported a gross revenue retention rate of 97% and a net revenue retention rate of 108%, highlighting strong client stickiness and expansion.
Is Clearwater Analytics (CWAN) being acquired and at what price?
Clearwater Analytics agreed to be acquired by a Permira and Warburg Pincus-led investor group in a transaction valued at approximately $8.4 billion. Under the merger agreement, company stockholders will receive $24.55 per share in cash upon completion of the proposed transaction, subject to remaining approvals.
What approvals remain for the Clearwater Analytics buyout to close?
CWAN shareholders have voted to adopt the merger agreement, and most regulatory approvals have been obtained. The remaining key approval is from Australia’s Foreign Investment Review Board, where an application has been submitted. Closing is expected in the second quarter of 2026, subject to that approval and customary conditions.
How profitable is Clearwater Analytics on a non-GAAP basis?
On a non-GAAP basis, Clearwater Analytics reported Q1 2026 net income of $48.6 million, up 39.5% from $34.9 million a year earlier. Adjusted EBITDA rose to $77.4 million, a 72% increase, delivering a 35% adjusted EBITDA margin, reflecting efficient scaling despite acquisition-related expenses.
What does the Q1 2026 cash flow picture look like for Clearwater Analytics?
In Q1 2026, Clearwater Analytics generated $17.7 million in operating cash flow and $11.2 million in free cash flow after $6.4 million of capital spending. As of March 31, 2026, the company held $81.5 million in cash, cash equivalents and investments, with total debt of $806.4 million.