Clearwater (NYSE: CWAN) director’s RSUs canceled for $24.55 cash

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. director Mukesh Aghi reported a disposition of equity awards tied to the company’s go-private merger. Aghi surrendered 15,339 Restricted Stock Units, each representing one share of Class A Common Stock, in a transaction coded as a disposition to the issuer.

Under the merger agreement with GT Silver BidCo, each share of Class A Common Stock outstanding immediately before the effective time was converted into the right to receive $24.55 in cash per share. At the effective time, all outstanding vested awards and director RSUs were canceled in exchange for a cash payment based on this merger consideration and the number of shares underlying the awards. Following this transaction, Aghi reported zero RSUs remaining from this grant.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Aghi Mukesh

Role null

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	15,339	$24.55	$377K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null)

Footnotes (1)

1. The reported Restricted Stock Units ("RSUs") vested or were scheduled to vest as follows: 5,113 vested RSUs on June 23, 2026; 5,113 shares on June 23, 2027; and 5,113 shares on June 23, 2028. 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"). At the Effective Time, all outstanding vested awards and Director RSUs with respect to Common Stock 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.

Key Figures

RSUs disposed: 15,339 units Merger consideration: $24.55 per share Underlying shares: 15,339 shares +2 more

5 metrics

RSUs disposed 15,339 units Restricted Stock Units canceled at merger effective time

Merger consideration $24.55 per share Cash paid for each Class A Common Stock share

Underlying shares 15,339 shares Class A Common Stock underlying disposed RSUs

Post-transaction RSUs 0 units RSUs from this award following merger-related disposition

Derivative expiration date June 23, 2035 Expiration date shown for the RSU award

Key Terms

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

5 terms

Restricted Stock Units financial

"The reported Restricted Stock Units ("RSUs") vested or were scheduled to vest as follows"

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.

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.

Effective Time regulatory

"immediately prior to the effective time of the Merger (the "Effective Time")"

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.

Disposition to issuer financial

"transaction_action": "issuer disposition""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/25/2026 - 08:02 PM Accepted by SEC EDGAR 06/25/2026 - 08:01 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^*

Aghi Mukesh

(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)

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

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

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
Restricted Stock Units	$0.00	06/25/2026		D			15,339	(1)	06/23/2035	Class A Common Stock	15,339	$24.55(2)(3)	0	D

Explanation of Responses:

1. The reported Restricted Stock Units ("RSUs") vested or were scheduled to vest as follows: 5,113 vested RSUs on June 23, 2026; 5,113 shares on June 23, 2027; and 5,113 shares on June 23, 2028.

2. 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").

3. At the Effective Time, all outstanding vested awards and Director RSUs with respect to Common Stock 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.

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Mukesh Aghi	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 insider transaction did CWAN director Mukesh Aghi report?

Director Mukesh Aghi reported disposing of 15,339 Restricted Stock Units. These RSUs, tied to Clearwater Analytics Class A Common Stock, were canceled and exchanged for cash as part of the company’s merger with GT Silver BidCo at a fixed cash price per share.

How many Clearwater Analytics RSUs were involved in this Form 4?

The filing shows 15,339 Restricted Stock Units were disposed. Each RSU corresponded to one share of Class A Common Stock and was canceled at the merger’s effective time, with the holder receiving cash based on the agreed merger consideration per underlying share.

What cash amount per CWAN share was paid in the merger?

Each share of Clearwater Analytics Class A Common Stock was converted into the right to receive $24.55 in cash. This fixed merger consideration applied to outstanding shares and to vested awards and director RSUs based on the number of underlying common shares.

Was this CWAN insider transaction an open-market sale?

No, this was not an open-market sale. The RSUs were disposed of to the issuer under the merger agreement, then canceled at the effective time and exchanged for cash based on the $24.55 per share merger consideration, rather than sold through the public market.

What happened to Mukesh Aghi’s RSU holdings after the CWAN merger?

After the merger-related disposition, Aghi reported zero RSUs remaining from this award. All 15,339 reported RSUs were canceled at the merger’s effective time and converted into a cash payment determined by multiplying the $24.55 merger consideration by the RSUs’ underlying share count.