CWAN director’s equity cashed out at $24.55 in merger
Rhea-AI Filing Summary
Clearwater Analytics Holdings, Inc. director and officer Sandeep Sahai reported a series of equity award disposals and grants connected to the company’s merger with GT Silver BidCo, Inc. Under the merger terms, each Class A share was converted into the right to receive $24.55 in cash.
Sahai disposed of 1,416,794 shares of Class A Common Stock at $24.55 per share to the issuer and reported no Class A shares held directly afterward. Multiple stock options, restricted stock units, and performance stock units were canceled for cash based on the same merger consideration, with performance units deemed earned at 110% of target but remaining subject to time-vesting conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
12 transactions reported
Mixed
12 txns
Insider
Sahai Sandeep
Role
See Remarks
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Performance Stock Units | 73,559 | $24.55 | $1.81M |
| Grant/Award | Performance Stock Units | 258,024 | $24.55 | $6.33M |
| Disposition | Performance Stock Units | 73,559 | $24.55 | $1.81M |
| Disposition | Performance Stock Units | 258,024 | $24.55 | $6.33M |
| Disposition | Restricted Stock Units | 201,458 | $24.55 | $4.95M |
| Disposition | Restricted Stock Units | 87,769 | $24.55 | $2.15M |
| Disposition | Restricted Stock Units | 241,898 | $24.55 | $5.94M |
| Disposition | Restricted Stock Units | 531,423 | $24.55 | $13.05M |
| Disposition | Stock Options (right to buy) | 746,651 | $20.15 | $15.05M |
| Disposition | Stock Options (right to buy) | 671,177 | $20.15 | $13.52M |
| Disposition | Stock Options (right to buy) | 46,215 | $12.15 | $562K |
| Disposition | Class A Common Stock | 1,416,794 | $24.55 | $34.78M |
Holdings After Transaction:
Performance Stock Units — 0 contracts (Direct);
Restricted Stock Units — 0 contracts (Direct);
Stock Options (right to buy) — 1,303,785 contracts (Direct);
Class A Common Stock — 0 shares (Direct)
Footnotes (8)
- F1. The reported securities include 1,175 shares purchased on May 29, 2026, pursuant to the Issuer's Employee Stock Purchase Plan.
- F2. 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").
- F3. 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.
- F4. 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.
- F5. The reported RSUs were scheduled to vest on January 1, 2027.
- F6. 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.
- F7. 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.
- F8. The reported Options were all fully vested.
Key Figures
Class A shares disposed: 1,416,794 shares at $24.55
Merger consideration: $24.55 per share
Options canceled (tranche 1): 46,215 options at $12.15
+5 more
8 metrics
Class A shares disposed
1,416,794 shares at $24.55
Disposition to issuer in merger-related cash-out
Merger consideration
$24.55 per share
Cash paid for each Class A Common Stock share at effective time
Options canceled (tranche 1)
46,215 options at $12.15
Options on Class A Common Stock disposed to issuer
Options canceled (tranche 2)
671,177 options at $20.15
Options on Class A Common Stock disposed to issuer
Options canceled (tranche 3)
746,651 options at $20.15
Options on Class A Common Stock disposed to issuer
RSUs canceled
1,063,548 units at $24.55
Multiple RSU awards on Class A stock canceled for cash
PSUs disposed
331,583 units at $24.55
Performance stock units canceled for cash in merger
PSUs granted
331,583 units
Performance stock unit grants recorded with performance at 110% of target
Key Terms
Agreement and Plan of Merger, Merger Consideration, Restricted Stock Units, Performance 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.
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.
Employee Stock Purchase Plan financial
"1,175 shares purchased on May 29, 2026, pursuant to the Issuer's Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Effective Time regulatory
"immediately prior to the effective time of the Merger (the "Effective Time") was converted"
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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Clearwater Analytics (CWAN) director Sandeep Sahai report in this Form 4?
Sandeep Sahai reported disposing of Class A Common Stock, stock options, RSUs, and PSUs to the issuer in connection with a merger. The transactions reflect cash-out treatment of his equity at $24.55 per share rather than open-market trading in CWAN stock.
How were Sahai’s stock options and RSUs in Clearwater Analytics (CWAN) treated in the merger?
All outstanding options and RSUs were canceled at the effective time of the merger for a cash payment. The cash amount equaled the $24.55 merger consideration multiplied by covered shares, less aggregate exercise price for options, following the Agreement and Plan of Merger.
What happened to Sahai’s performance stock units (PSUs) in the CWAN merger?
Sahai’s PSUs had performance conditions deemed achieved at 110% of target under the merger agreement. These PSUs were then canceled in exchange for cash payments calculated using the $24.55 merger consideration, with resulting cash subject to the awards’ existing time-vesting conditions.
What do the D and A transaction codes mean in this CWAN Form 4?
The D code indicates a disposition to the issuer, here reflecting cancellation of stock, options, RSUs, and PSUs for cash under the merger. The A code represents a grant or award acquisition of PSUs, which were then subject to the merger’s performance and time-vesting treatment.
What is the merger consideration mentioned in the Clearwater Analytics (CWAN) filing?
The merger consideration is the cash paid per share in the GT Silver BidCo, Inc. transaction. Each CWAN Class A Common Stock share outstanding at the effective time was converted into the right to receive $24.55 in cash, without interest, under the Agreement and Plan of Merger.
AI-generated analysis. How Rhea-AI works. Not financial advice.
