CFO restructures Clearwater (CWAN) equity in $24.55-per-share cash sale

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc.’s Chief Financial Officer, James S. Cox, reported a series of equity dispositions and awards tied to the company’s cash merger with GT Silver BidCo, Inc.

On Class A Common Stock, he disposed of 480,419 shares at $24.55 per share in a transaction coded as a disposition to the issuer, consistent with the merger terms that convert each outstanding share into the right to receive $24.55 in cash.

Cox also disposed of multiple fully vested stock options, restricted stock units (RSUs), and performance stock units (PSUs), which were cancelled at the merger effective time in exchange for cash based on the same $24.55 per-share merger consideration, less any option exercise price where applicable. The filing notes that PSU performance conditions were deemed achieved at 110% of target. In connection with this, he received new PSU grants for 91,665 and 18,333 units, which remain subject to their time-vesting schedules.

Insights

Equity compensation and M&A specialist

CFO’s equity is cashed out in a merger, with new PSUs granted.

The transactions show CWAN CFO James S. Cox’s equity awards being reshaped by a cash merger at $24.55 per share. His 480,419 Class A shares and multiple options, RSUs, and PSUs were cancelled or disposed of to the issuer in exchange for cash-based merger consideration.

These are largely mechanical outcomes of the Agreement and Plan of Merger, not open‑market trading. PSUs had performance deemed achieved at 110% of target, and replacement PSU awards of 91,665 and 18,333 units remain subject to time‑vesting. Some options convert into options on an affiliate, indicating continued incentive alignment post‑merger.

Because the activity reflects pre‑agreed merger mechanics rather than discretionary buying or selling, it offers limited incremental signal about the CFO’s view of value beyond the already‑announced $24.55-per-share deal terms.

Insider Trade Summary

12 transactions reported

Mixed 12 txns

Insider Cox James S

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units	18,333	$24.55	$450K
Grant/Award	Performance Stock Units	91,665	$24.55	$2.25M
Disposition	Performance Stock Units	18,333	$24.55	$450K
Disposition	Performance Stock Units	91,665	$24.55	$2.25M
Disposition	Restricted Stock Units	77,170	$24.55	$1.89M
Disposition	Restricted Stock Units	21,875	$24.55	$537K
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)	11,449	$20.15	$231K
Disposition	Stock Options (right to buy)	208,109	$20.15	$4.19M
Disposition	Stock Options (right to buy)	31,031	$12.15	$377K
Disposition	Class A Common Stock	480,419	$24.55	$11.79M

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

Common shares disposed: 480,419 shares Merger cash price: $24.55 per share Options disposed: 208,109 options +5 more

8 metrics

Common shares disposed 480,419 shares Class A Common Stock disposed to issuer at $24.55 per share

Merger cash price $24.55 per share Cash consideration for each Class A share in merger

Options disposed 208,109 options Stock Options (right to buy) with $4.40 exercise price, disposition to issuer

RSUs disposed 188,984 RSUs Restricted Stock Units cancelled for cash at $24.55 per share

Additional RSUs disposed 85,937 RSUs Restricted Stock Units cancelled for cash at $24.55 per share

New PSU grant 91,665 units Performance Stock Units granted, subject to time-vesting conditions

Second PSU grant 18,333 units Additional Performance Stock Units granted, time-vested

PSU performance factor 110% of target PSU performance condition deemed achieved under merger agreement

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"

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"

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 and Restricted Stock Units 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 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 financial

"transaction_code "D" with 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^*

Cox James S

(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 Financial 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		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)
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)

FAQ

What did Clearwater (CWAN) CFO James S. Cox report in this Form 4?

He reported dispositions of common stock, options, RSUs, and PSUs, plus new PSU grants. These changes result from Clearwater’s merger, which converts equity into cash at $24.55 per share, with certain replacement PSUs continuing to vest over time.

At what cash price were Clearwater (CWAN) shares treated in the merger?

The merger values each Class A Common share at $24.55 in cash, without interest. The filing states that each share outstanding immediately before the effective time was converted into the right to receive this per‑share cash merger consideration.

How many Clearwater (CWAN) Class A shares did the CFO dispose of?

The CFO disposed of 480,419 shares of Class A Common Stock in a disposition to the issuer. This reflects the merger mechanics, where outstanding shares are converted into the right to receive $24.55 per share in cash.

What happened to Clearwater (CWAN) stock options and RSUs in this filing?

All reported options and RSUs were cancelled at the merger effective time in exchange for cash based on the $24.55 merger consideration, less any option exercise price. The filing notes that some options became options to purchase shares of an affiliate of the buyer.

How were Clearwater (CWAN) Performance Stock Units (PSUs) treated in the merger?

PSUs had their performance conditions deemed achieved at 110% of target under the merger agreement. They were cancelled for cash like RSUs, but resulting cash payments remain subject to the original time‑vesting conditions for PSUs not held by non‑employee directors.

What new equity awards did the Clearwater (CWAN) CFO receive?

He received new grants of Performance Stock Units covering 91,665 and 18,333 units. These PSUs reference Class A Common Stock, have a $0.00 conversion price, and remain subject to the time‑vesting schedules described for the underlying awards.