Clearwater (NYSE: CWAN) CRO swaps stock and awards for $24.55 cash

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. Chief Revenue Officer Scott Stanley Erickson reported multiple equity transactions tied to the company’s merger. Each share of Class A Common Stock was converted into the right to receive $24.55 in cash under the Agreement and Plan of Merger.

Erickson disposed of 155,119 shares of Class A Common Stock and various stock options, RSUs and PSUs to the issuer for cash consideration based on the $24.55 per-share Merger Consideration, with options reduced by their exercise price where applicable. Following these transactions, he no longer directly holds Clearwater common stock, but retains certain performance stock units and options that continue to be subject to time-vesting conditions or now relate to an affiliate of the buyer.

Insights

Equity compensation analyst

Executive equity was cashed out at $24.55 per share as part of Clearwater’s merger.

The Form 4 shows Scott Erickson, Clearwater’s Chief Revenue Officer, having his common shares, options, RSUs and PSUs treated under the merger terms. Each Class A share was converted into the right to receive $24.55 in cash, the stated Merger Consideration.

Most options and stock units were canceled in exchange for cash payments calculated using this per‑share amount, less any applicable option exercise price. A portion of options became options in an affiliate of the acquirer, and certain PSUs were deemed achieved at 110% of target but remain subject to time‑based vesting. Overall, this is standard equity treatment in a change‑of‑control transaction rather than a discretionary market trade, so it does not by itself alter the investment thesis.

Insider Trade Summary

14 transactions reported

Mixed 14 txns

Insider Erickson Scott Stanley

Role Chief Revenue Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	18,333	$24.55	$450K
Grant/Award	Performance Stock Units	60,500	$24.55	$1.49M
Disposition	Performance Stock Units	18,333	$24.55	$450K
Disposition	Performance Stock Units	60,500	$24.55	$1.49M
Disposition	Restricted Stock Units	62,500	$24.55	$1.53M
Disposition	Restricted Stock Units	21,875	$24.55	$537K
Disposition	Restricted Stock Units	56,719	$24.55	$1.39M
Disposition	Restricted Stock Units	188,984	$24.55	$4.64M
Disposition	Stock Options (right to buy)	165,772	$20.55	$3.41M
Disposition	Stock Options (right to buy)	69,338	$20.55	$1.42M
Disposition	Stock Options (right to buy)	42,294	$20.15	$852K
Disposition	Stock Options (right to buy)	103,619	$20.15	$2.09M
Disposition	Stock Options (right to buy)	157,495	$12.15	$1.91M
Disposition	Class A Common Stock	155,119	$24.55	$3.81M

Holdings After Transaction: Performance Stock Units — 18,333 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null); Stock Options (right to buy) — 0 shares (Direct, null); Class A Common Stock — 0 shares (Direct, null)

Footnotes (1)

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"). 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. 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. The reported RSUs were scheduled to vest on January 1, 2027. 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. 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. The reported Options were all fully vested.

Key Figures

Merger Consideration per share: $24.55 per share Common shares disposed: 155,119 shares Options disposed (block 1): 157,495 options +5 more

8 metrics

Merger Consideration per share $24.55 per share Cash amount for each Class A share at Effective Time

Common shares disposed 155,119 shares Class A Common Stock converted to cash for CRO

Options disposed (block 1) 157,495 options Stock options with $12.40 conversion price, canceled for cash

Options exercise price (block 1) $12.40 per share Conversion or exercise price on 157,495 options

RSUs disposed (largest block) 188,984 units Restricted Stock Units canceled for cash at $24.55 per share

PSUs performance achievement 110% of target Performance conditions deemed achieved for PSUs under merger terms

PSU grant (block 1) 60,500 units Performance Stock Units acquired, subject to time vesting

PSU grant (block 2) 18,333 units Additional Performance Stock Units acquired, time-vesting applies

Key Terms

Agreement and Plan of Merger, Merger Consideration, Restricted Stock Units, Performance Stock Units, +1 more

5 terms

Agreement and Plan of Merger regulatory

"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"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Merger Consideration financial

"was converted into the right to receive an amount in cash equal to $24.55 per share, without interest (the "Merger Consideration")."

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Restricted Stock Units financial

"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"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance Stock Units financial

"The reported Performance Stock Units ("PSUs") had their performance conditions deemed achieved at 110% of target"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

Disposition to issuer regulatory

"transaction_code_description": "Disposition to issuer""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/25/2026 - 08:21 PM Accepted by SEC EDGAR 06/25/2026 - 08:21 PM Learn about SEC filing dates

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

Erickson Scott Stanley

(Last) (First) (Middle)

C/O CLEARWATER ANALYTICS HOLDINGS, INC.

777 W. MAIN STREET, SUITE 900

(Street)

BOISE IDAHO 83702

(City) (State) (Zip)

UNITED STATES

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		155,119	D	$24.55(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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		60,500		(2)	02/13/2035	Class A Common Stock	60,500	$24.55(3)	60,500	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			60,500	(2)	02/13/2035	Class A Common Stock	60,500	$24.55(3)	0	D
Restricted Stock Units	$0.00	06/25/2026		D			62,500	(4)	01/01/2033	Class A Common Stock	62,500	$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			56,719	(6)	02/13/2035	Class A Common Stock	56,719	$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	06/25/2026		D			165,772	(7)	12/31/2027	Class A Common Stock	165,772	$20.55(3)	0	D
Stock Options (right to buy)	$4	06/25/2026		D			69,338	(7)	12/31/2028	Class A Common Stock	69,338	$20.55(3)	0	D
Stock Options (right to buy)	$4.4	06/25/2026		D			42,294	(7)	01/01/2029	Class A Common Stock	42,294	$20.15(3)	0	D
Stock Options (right to buy)	$4.4	06/25/2026		D			103,619	(7)	01/01/2030	Class A Common Stock	103,619	$20.15(3)	0	D
Stock Options (right to buy)	$12.4	06/25/2026		D			157,495	(7)	03/07/2031	Class A Common Stock	157,495	$12.15(3)	280,005	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 Scott Stanley Erickson	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)

FAQ

What did Clearwater Analytics (CWAN) disclose about its merger consideration?

Clearwater Analytics disclosed that each share of its Class A Common Stock was converted into the right to receive $24.55 in cash per share. This amount, called the Merger Consideration, was paid without interest under the Agreement and Plan of Merger.

How many Clearwater Analytics (CWAN) shares did the CRO have converted for cash?

Chief Revenue Officer Scott Erickson reported disposing of 155,119 shares of Class A Common Stock. These shares were converted into the right to receive cash based on the $24.55 per-share Merger Consideration specified in the merger agreement.

How were Clearwater Analytics (CWAN) stock options treated in the merger?

All reported Clearwater stock options were canceled for a cash payment equal to $24.55 per share minus the aggregate exercise price. The filing notes that a portion of options became options to purchase shares of an affiliate of the buyer at the effective time.

What happened to Clearwater Analytics (CWAN) RSUs and PSUs in this Form 4?

Reported RSUs and PSUs were canceled in exchange for cash payments calculated using the $24.55 per-share Merger Consideration. For PSUs, performance conditions were deemed achieved at 110% of target, and resulting cash awards remain subject to the original time-vesting terms.

Does the Clearwater Analytics (CWAN) CRO still hold common stock after these transactions?

After the reported transactions, total Class A Common Stock directly held by the CRO is shown as 0 shares. The remaining reported interests relate to performance stock units and options, some of which now reference an affiliate and remain subject to time-based vesting conditions.

What is the role of the Agreement and Plan of Merger for CWAN insiders?

The Agreement and Plan of Merger governs how Clearwater insiders’ equity is handled. It sets the $24.55 cash consideration per share, defines cancellation and cash-out of options, RSUs and PSUs, and specifies that some options convert into options in an affiliate of the acquiring entity.