Clearwater Analytics (NYSE: CWAN) COO exits common stock in $24.55-per-share merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Clearwater Analytics Holdings, Inc. Chief Operating Officer Subi Sethi reported merger-related equity transactions tied to the company’s sale to GT Silver BidCo, Inc. Each share of Class A Common Stock was converted into the right to receive $24.55 in cash per share under an Agreement and Plan of Merger dated December 20, 2025.
Sethi disposed of 388,256 shares of Class A Common Stock and multiple awards of stock options, restricted stock units (RSUs), and performance stock units (PSUs) in dispositions to the issuer, all in exchange for cash based on the $24.55 merger consideration. Following these transactions, direct common stock holdings reported in this filing fell to zero.
The filing also shows Sethi received new PSU grants of 91,665 units and 45,833 units. Footnotes state PSU performance conditions were deemed achieved at 110% of target under the merger agreement, and these awards, as well as certain cash payments on PSUs and RSUs, remain subject to time-vesting conditions.
Positive
- None.
Negative
- None.
Insights
COO’s Form 4 reflects merger cash-out of equity, not open-market trading.
The transactions show Subi Sethi, COO of Clearwater Analytics, exchanging common shares, options, RSUs, and PSUs for cash at $24.55 per share pursuant to a signed merger agreement. These are mechanical consequences of the change of control rather than discretionary stock sales or purchases.
All common stock reported was disposed of to the issuer, reducing direct common holdings to zero. However, Sethi received new PSUs totaling 137,498 units, and footnotes note PSU performance deemed at 110% of target with ongoing time-vesting. This suggests continued incentive alignment with an affiliate of the acquiring group rather than an exit from economic exposure.
Because these events are driven by the previously agreed merger terms, not market timing decisions, the informational value for outside investors is limited. The filing mainly clarifies how the merger consideration applies to insider equity awards and how some incentives transition into the post-merger structure.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Sethi Subi
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Performance Stock Units | 45,833 | $24.55 | $1.13M |
| Grant/Award | Performance Stock Units | 91,665 | $24.55 | $2.25M |
| Disposition | Performance Stock Units | 45,833 | $24.55 | $1.13M |
| Disposition | Performance Stock Units | 91,665 | $24.55 | $2.25M |
| Disposition | Restricted Stock Units | 50,000 | $24.55 | $1.23M |
| Disposition | Restricted Stock Units | 54,687 | $24.55 | $1.34M |
| Disposition | Restricted Stock Units | 85,937 | $24.55 | $2.11M |
| Disposition | Restricted Stock Units | 188,984 | $24.55 | $4.64M |
| Disposition | Stock Options (right to buy) | 6,701 | $20.15 | $135K |
| Disposition | Stock Options (right to buy) | 6,614 | $20.15 | $133K |
| Disposition | Class A Common Stock | 388,256 | $24.55 | $9.53M |
Holdings After Transaction:
Performance Stock Units — 45,833 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)
- 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
Common stock disposed: 388,256 shares
Merger consideration: $24.55 per share
Performance achievement level: 110% of target
+5 more
8 metrics
Common stock disposed
388,256 shares
Class A Common Stock disposed to issuer at $24.55 per share
Merger consideration
$24.55 per share
Cash paid for each Class A Common share at merger effective time
Performance achievement level
110% of target
PSU performance conditions deemed achieved under merger agreement
New PSUs grant 1
91,665 units
Performance Stock Units acquired, subject to time-vesting
New PSUs grant 2
45,833 units
Additional Performance Stock Units acquired, subject to time-vesting
Options disposed (lot 1)
6,614 options
Stock options canceled for cash; exercise price $4.40
Options disposed (lot 2)
6,701 options
Additional stock options canceled for cash; exercise price $4.40
RSUs disposed (largest block)
188,984 units
Restricted Stock Units canceled in exchange for merger consideration cash
Key Terms
Agreement and Plan of Merger, Merger Consideration, Performance Stock Units, Restricted Stock Units, +2 more
6 terms
Agreement and Plan of Merger regulatory
"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.
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.
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.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Effective Time regulatory
"immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
FAQ
What insider transactions did Clearwater Analytics (CWAN) COO Subi Sethi report?
COO Subi Sethi reported disposing of 388,256 shares of Class A Common Stock and canceling several option, RSU, and PSU awards in exchange for cash. These were issuer dispositions triggered by Clearwater Analytics’ merger with GT Silver BidCo, Inc. under a defined merger agreement.
How did the merger affect COO Subi Sethi’s Clearwater Analytics (CWAN) common stock holdings?
Following the merger-related dispositions, the filing shows Sethi’s direct Class A Common Stock holdings at zero shares. All reported common shares were converted into cash at $24.55 per share and disposed of to the issuer as part of the merger’s closing mechanics.
What happened to Clearwater Analytics (CWAN) stock options and RSUs in this Form 4?
Outstanding options and RSUs were canceled in exchange for cash equal to the $24.55 merger consideration times underlying shares, less aggregate exercise price for options. For RSUs and PSUs not held by non-employee directors, resulting cash payments remain subject to the original time-vesting terms.
What are the new Performance Stock Units reported for Clearwater Analytics (CWAN) COO?
The Form 4 shows Sethi acquiring 91,665 and 45,833 Performance Stock Units. Footnotes explain their performance conditions were deemed achieved at 110% of target under the merger agreement, but the resulting awards or related cash payments remain subject to time-based vesting conditions.