Director Eric J. Lee exits Clearwater Analytics (NYSE: CWAN) in $24.55-per-share cash merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Clearwater Analytics director Eric J. Lee completed a merger-driven cash-out of his holdings. A total of 531,457 shares of Class A Common Stock, held directly and through the Eric J Lee 2014 Irrevocable Trust, were disposed to the company for cash consideration of $24.55 per share under a previously signed Agreement and Plan of Merger.
Immediately before the merger’s effective time, 220,137 CWAN Holdings LLC Interests and an equal number of Class B Common shares associated with Lee and the trust were exchanged into Class A shares, which then received the same cash payout. Following these transactions, no Class A or Class B shares or LLC Interests are reported as owned.
Positive
- None.
Negative
- None.
Insights
Lee’s Form 4 reflects automatic merger consideration, not discretionary trading.
The filing shows Eric J. Lee, a director of Clearwater Analytics Holdings, participating in a completed cash merger. His Class B shares and CWAN Holdings LLC Interests were first converted into Class A shares, then all 531,457 Class A shares received $24.55 per share in cash.
This is characterized as a disposition to the issuer under the merger terms, not an open-market sale or purchase. The mechanics are routine for a take-private or strategic acquisition, and the filing indicates Lee and the related trust no longer hold Class A or Class B shares or LLC Interests after the closing.
Insider Trade Summary
220,137 shares exercised/converted
Mixed
4 txns
Insider
Lee Eric J.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | CWAN Holdings LLC Interests | 220,137 | $0.00 | -- |
| Exercise | Class A Common Stock | 220,137 | $0.00 | -- |
| Exercise | Class B Common Stock | 220,137 | $0.00 | -- |
| Disposition | Class A Common Stock | 531,457 | $24.55 | $13.05M |
Holdings After Transaction:
CWAN Holdings LLC Interests — 0 shares (Indirect, See footnote);
Class A Common Stock — 531,457 shares (Indirect, See footnote);
Class B Common Stock — 0 shares (Indirect, See footnote)
Footnotes (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 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 securities consist of 402,620 shares of Class A Common Stock held directly by the Reporting Person and 128,837 shares of Class A Common Stock held by Eric J Lee 2014 Irrevocable Trust. The reported securities consist of 166,771 shares of Class B Common Stock that were held directly by the Reporting Person and 53,366 shares of Class B Common Stock that were held by Eric J Lee 2014 Irrevocable Trust. The reported securities consist of 166,771 LLC Interests that were held directly by the Reporting Person and 53,366 LLC Interests that were held by Eric J Lee 2014 Irrevocable Trust.
Key Figures
Merger cash consideration: $24.55 per share
Class A shares disposed: 531,457 shares
LLC Interests converted: 220,137 interests
+3 more
6 metrics
Merger cash consideration
$24.55 per share
Cash paid for each Class A Common share at merger effective time
Class A shares disposed
531,457 shares
Total Class A Common Stock held by Lee and trust cashed out in merger
LLC Interests converted
220,137 interests
CWAN Holdings LLC Interests exchanged into Class A shares immediately before merger
Class B shares converted
220,137 shares
Class B Common Stock canceled and exchanged into Class A before receiving cash
Direct Class A holdings pre-merger
402,620 shares
Class A shares held directly by Lee before merger cash-out
Trust Class A holdings pre-merger
128,837 shares
Class A shares held by Eric J Lee 2014 Irrevocable Trust before merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, Effective Time, Class B Common Stock, +1 more
5 terms
Agreement and Plan of Merger regulatory
"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"
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.
Class B Common Stock financial
"shares of Class B Common Stock that were held directly by the Reporting Person and 53,366 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.
CWAN Holdings LLC Interests financial
"holder of CWAN Holdings LLC Interests ("LLC Interests") to exchange all of such holder's LLC Interests"
FAQ
What did Clearwater Analytics (CWAN) director Eric J. Lee report in this Form 4?
Eric J. Lee reported that 531,457 shares of Clearwater Analytics Class A Common Stock were disposed of for cash in connection with a completed merger at $24.55 per share, eliminating his and a related trust’s reported equity holdings.
What role did the Eric J Lee 2014 Irrevocable Trust play in these CWAN transactions?
Part of the reported securities were held by the Eric J Lee 2014 Irrevocable Trust, including 128,837 Class A shares and 53,366 Class B shares plus LLC Interests. These positions followed the same exchange and cash-out path, receiving $24.55 per Class A share in the merger.