Every 8-K that Clearwater Analytics Hldgs Inc (CWAN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CWAN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CWAN filings page.
Clearwater Analytics Holdings, Inc. completed its previously announced take‑private merger with GT Silver BidCo, Inc., led by Permira and Warburg Pincus, in a transaction valued at approximately $8.4 billion. The company is now a wholly owned subsidiary of the buyer group and will cease public reporting.
Stockholders received $24.55 per share in cash, an approximately 47% premium to Clearwater’s undisturbed share price on November 10, 2025. Total cash consideration payable to equityholders at closing was about $7.4 billion, funded by roughly $5.7 billion of equity from the investor consortium and $2.7 billion of debt financing under a new senior secured credit facility.
In connection with the merger, Clearwater entered into a new Credit Agreement providing a $2.7 billion term loan, a $500 million delayed draw term loan, and a $325 million revolving facility, while repaying and terminating its prior credit agreement. The company’s Class A common stock has been delisted from the New York Stock Exchange, and Clearwater is moving to deregister its shares and suspend Exchange Act reporting obligations.
Clearwater Analytics Holdings, Inc. announced that Australia’s Treasurer has approved its pending merger with GT Silver BidCo, Inc. under the Foreign Acquisitions and Takeovers Act, effective June 19, 2026. With this Foreign Investment Review Board approval, the company states that all required regulatory approvals for closing have now been obtained.
The merger, under the previously signed Agreement and Plan of Merger, would make Clearwater a wholly owned subsidiary of GT Silver BidCo. The transaction is now expected to close in the second quarter of 2026, subject to satisfaction or waiver of the remaining customary closing conditions.
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.
Clearwater Analytics Holdings, Inc. stockholders approved its previously announced merger with GT Silver BidCo, Inc., moving the company toward becoming a wholly owned subsidiary of GT Silver. At the special meeting, holders of 210,766,446 shares of Company Common Stock, about 70.6% of shares entitled to vote, were present or represented by proxy, constituting a quorum.
The Merger Agreement Proposal received 205,143,338 votes for, 1,387,769 against and 4,235,339 abstentions under the majority of outstanding shares standard, and 200,228,312 votes for under the disinterested stockholder standard. Stockholders also approved the advisory compensation proposal. All required regulatory approvals have been obtained except approval from the Australia Foreign Investment Review Board, and, subject to that approval and other customary closing conditions, the merger is expected to close in the second quarter of 2026.
Clearwater Analytics reported a very strong Q4 2025 with revenue of $217.5 million, up 72% year-over-year, and annualized recurring revenue of $841 million, up 77%. Non-GAAP metrics were robust, including non-GAAP net income of $44.4 million and adjusted EBITDA of $74.1 million with a 34.1% margin.
The company generated operating cash flow of $55.3 million and free cash flow of $52.3 million in the quarter, while ending 2025 with $91.2 million in cash and $822.6 million of debt. Clearwater also highlighted rapid adoption of its AI and agentic workflows and reiterated its agreement to be acquired by a Permira and Warburg Pincus–led group in an all-cash transaction valuing the company at about $8.4 billion, with stockholders to receive $24.55 per share, expected to close in the second quarter of 2026.
Clearwater Analytics Holdings, Inc. reported that U.S. antitrust review for its planned take-private merger has advanced, as early termination of the Hart-Scott-Rodino waiting period for the transaction was granted effective February 13, 2026. This regulatory milestone removes a key antitrust condition to closing.
The merger, under an Agreement and Plan of Merger with GT Silver BidCo, Inc. and GT Silver Merger Sub, Inc., is expected to close in the second quarter of 2026, subject to remaining customary conditions. These include stockholder approval by a majority of the overall voting power and a separate majority of disinterested stockholders.
Clearwater Analytics Holdings, Inc. reported that the “go-shop” period under its previously announced merger agreement with GT Silver BidCo, Inc. expired at 12:00 a.m. New York City time on January 23, 2026. During this period, the Company’s advisors solicited alternative acquisition proposals from 44 potential buyers, including 20 financial sponsors and 24 strategic parties, and six parties entered confidentiality agreements and received access to non-public information. No alternative acquisition proposal was received by the time the go-shop period ended. As a result, Clearwater is now subject to customary “no-shop” provisions that limit its ability to solicit or discuss competing acquisition offers, subject to certain exceptions set out in the merger agreement.
Clearwater Analytics Holdings, Inc. agreed to be acquired by GT Silver BidCo, Inc., with GT Silver Merger Sub merging into the company so it becomes a wholly owned subsidiary of GT Silver BidCo. Each share of Clearwater Class A common stock will be converted into the right to receive $24.55 in cash per share, excluding treasury shares, shares owned by the buyer group, and shares subject to properly exercised appraisal rights. Outstanding equity awards will generally be cashed out based on the same per-share price, with out-of-the-money options canceled, and many director RSUs vesting at closing. The deal requires stockholder approval and regulatory clearances and includes a go-shop period through January 23, 2026, significant termination fees for both sides, and committed equity and debt financing. If completed, Clearwater’s Class A stock will be delisted from the New York Stock Exchange and deregistered.
Clearwater Analytics (CWAN) furnished an update announcing its financial results for the third quarter ended September 30, 2025. The company issued a press release and referenced its earnings call. The update includes non‑GAAP measures with reconciliations to the most comparable GAAP metrics provided in the press release. The information is furnished under Item 2.02 and is not deemed filed under Section 18.
Clearwater Analytics Holdings, Inc. authorized a share repurchase program for up to $100 million of its outstanding Class A common stock. The company may buy shares from time to time in the open market or otherwise, including through Rule 10b5-1 trading plans, at prices and times it deems appropriate, subject to market conditions and other considerations.
The program complies with applicable legal requirements, does not obligate Clearwater to repurchase any specific number of shares, and may be modified or suspended at the company’s discretion. Information about actual repurchases will be reported in future Form 10-Q and 10-K filings, and the company has furnished a related press release as an exhibit.
Clearwater Analytics (NYSE:CWAN) filed a Form 8-K reporting the June 23, 2025 Annual Meeting vote results.
Shareholders re-elected Class I directors Mukesh Aghi, Jacques Aigrain and Lisa Jones to serve until 2028, with support ranging from 388.0 million to 472.9 million votes.
Investors also ratified KPMG LLP as independent auditor for fiscal 2025 by a wide 486.3 million-to-1.8 million margin. The filing discloses no strategic changes, financial updates or other material events.