Hooper trust exits Clearwater (NYSE: CWAN) in $24.55-per-share merger

Rhea-AI Filing Summary

Clearwater Analytics Holdings, Inc. director Christopher Hooper reported transactions tied to the company’s cash merger. The Hooper Family Trust first exchanged 136,573 CWAN Holdings LLC Interests and 136,573 shares of Class B Common Stock for Class A Common Stock immediately before the merger’s effective time. This left the trust holding 241,833 shares of Class A Common Stock. Those 241,833 Class A shares were then disposed of to the issuer for $24.55 per share in cash under the Agreement and Plan of Merger. Following these transactions, the filing shows no remaining indirect holdings for the trust.

Insider Trade Summary

136,573 shares exercised/converted

Mixed 4 txns

Insider Hooper Christopher

Role null

Type	Security	Shares	Price	Value
Exercise	CWAN Holdings LLC Interests	136,573	$0.00	--
Exercise	Class A Common Stock	136,573	$0.00	--
Exercise	Class B Common Stock	136,573	$0.00	--
Disposition	Class A Common Stock	241,833	$24.55	$5.94M

Holdings After Transaction: CWAN Holdings LLC Interests — 0 shares (Indirect, See footnote); Class A Common Stock — 241,833 shares (Indirect, See footnote); Class B Common Stock — 0 shares (Indirect, See footnote)

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 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"). Immediately prior to the Effective Time, the Issuer exercised its right to require each holder of CWAN Holdings LLC Interests ("LLC Interests") to exchange all of such holder's LLC Interests and shares of Class B Common Stock for shares of Class A Common Stock (resulting in the cancellation of all of such holder's shares of Class B Common Stock). Each share of Class A Common Stock issued in the exchange was entitled to receive the Merger Consideration. The reported shares of Class A Common Stock are held by The Hooper Family Trust. The reported shares of Class B Common Stock were held by The Hooper Family Trust. The reported LLC Interests were held by The Hooper Family Trust.

Key Figures

Class A shares disposed: 241,833 shares Merger cash price: $24.55 per share Class B shares exchanged: 136,573 shares +3 more

6 metrics

Class A shares disposed 241,833 shares Class A Common Stock cashed out at $24.55 per share

Merger cash price $24.55 per share Cash consideration for each Class A share at Effective Time

Class B shares exchanged 136,573 shares Class B converted into Class A prior to merger

LLC Interests exchanged 136,573 interests CWAN Holdings LLC Interests converted into Class A shares

Exercises reported 136,573 shares Exercise or conversion of derivative security per transaction summary

Post-transaction holdings 0 shares Total reported shares indirectly owned after merger-related disposition

Key Terms

Agreement and Plan of Merger, Merger Consideration, Effective Time, CWAN Holdings LLC Interests, +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.

Effective Time regulatory

"…issued and outstanding 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.

CWAN Holdings LLC Interests financial

"The reported LLC Interests were held by The Hooper Family Trust."

Class B Common Stock financial

"Immediately prior to the Effective Time, the Issuer exercised its right to require each holder of CWAN Holdings LLC Interests ("LLC Interests") to exchange all of such holder's LLC Interests and shares of Class B Common Stock…"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/25/2026 - 08:05 PM Accepted by SEC EDGAR 06/25/2026 - 08:04 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^*

Hooper Christopher

(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
Class A Common Stock	06/25/2026		M		136,573	A	(1)(2)	241,833	I	See footnote(3)
Class B Common Stock	06/25/2026		M		136,573	D	(2)	0	I	See footnote(4)
Class A Common Stock	06/25/2026		D		241,833	D	$24.55(1)	0	I	See footnote(3)

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
CWAN Holdings LLC Interests	(2)	06/25/2026		M			136,573	(2)	(2)	Class A Common Stock	136,573	(2)	0	I	See footnote(5)

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 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. Immediately prior to the Effective Time, the Issuer exercised its right to require each holder of CWAN Holdings LLC Interests ("LLC Interests") to exchange all of such holder's LLC Interests and shares of Class B Common Stock for shares of Class A Common Stock (resulting in the cancellation of all of such holder's shares of Class B Common Stock). Each share of Class A Common Stock issued in the exchange was entitled to receive the Merger Consideration.

3. The reported shares of Class A Common Stock are held by The Hooper Family Trust.

4. The reported shares of Class B Common Stock were held by The Hooper Family Trust.

5. The reported LLC Interests were held by The Hooper Family Trust.

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Christopher Hooper	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 transactions did Christopher Hooper report for CWAN?

Christopher Hooper reported trust-related transactions where The Hooper Family Trust exchanged LLC Interests and Class B shares for Class A shares, then disposed of 241,833 Class A shares for $24.55 per share in cash in connection with Clearwater Analytics’ merger.

How many Clearwater Analytics Class A shares were disposed in this CWAN Form 4?

The Hooper Family Trust disposed of 241,833 shares of Clearwater Analytics Class A Common Stock. These shares were cashed out for $24.55 per share under the merger agreement, leaving no Class A shares reported as indirectly owned after the transaction.

What price did CWAN insiders receive per share in this Clearwater Analytics merger-related filing?

Each Class A share received $24.55 in cash. The Hooper Family Trust’s 241,833 Class A shares were converted into this cash consideration under the Agreement and Plan of Merger, reflecting the same per-share price for all exchanged Class A shares.

How were CWAN Holdings LLC Interests treated in the Clearwater Analytics merger?

Immediately before the merger’s effective time, each holder’s CWAN Holdings LLC Interests and Class B shares were exchanged for Class A Common Stock. For The Hooper Family Trust, 136,573 LLC Interests converted into 136,573 Class A shares entitled to receive the $24.55 cash consideration.

Does Christopher Hooper still hold Clearwater Analytics shares after this CWAN Form 4?

Based on this filing, The Hooper Family Trust’s reported holdings were fully converted and then cashed out. After disposing of 241,833 Class A shares for $24.55 per share, the Form 4 shows zero shares of the reported securities remaining indirectly owned.

Why were CWAN Class B shares converted in this Clearwater Analytics transaction?

Immediately before the merger, the issuer exercised its right to require holders to exchange all CWAN Class B shares and LLC Interests for Class A shares. Each resulting Class A share then became entitled to receive the $24.55 per-share cash merger consideration.