Hooper trust redeems 241,833 CWAN shares at $24.55
Clearwater Analytics Holdings, Inc. director Christopher Hooper reported transactions tied to the company’s cash merger.
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Form Type
4
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
Exercise
4 txns
Insider
Hooper Christopher
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | CWAN Holdings LLC Interests | 136,573 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 136,573 | $0.00 | $0.00 |
| Exercise | Class B Common Stock | 136,573 | $0.00 | $0.00 |
| Disposition | Class A Common Stock | 241,833 | $24.55 | $5.94M |
Holdings After Transaction:
CWAN Holdings LLC Interests — 0 contracts (Indirect, See footnote);
Class B Common Stock — 0 shares (Indirect, See footnote);
Class A Common Stock — 0 shares (Indirect, See footnote)
Footnotes (5)
- F1. 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").
- F2. 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.
- F3. The reported shares of Class A Common Stock are held by The Hooper Family Trust.
- F4. The reported shares of Class B Common Stock were held by The Hooper Family Trust.
- F5. 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
