Clearwater Analytics (CWAN) director Aigrain cashes out equity in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Clearwater Analytics Holdings, Inc. director Jacques Aigrain reported dispositions of all his equity interests in connection with the company’s cash merger. On June 25, 2026, he disposed of 20,481 shares of Class A Common Stock at $24.55 per share in a transaction with the issuer, leaving him with zero common shares.
Footnotes explain this occurred under an Agreement and Plan of Merger dated December 20, 2025, which converted each outstanding Class A share into the right to receive $24.55 in cash at the merger’s effective time. All reported stock options and director RSUs, which were fully vested, were canceled at the effective time in exchange for cash equal to the merger consideration per underlying share, less any aggregate exercise price for options.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
AIGRAIN JACQUES
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 15,339 | $24.55 | $377K |
| Disposition | Stock Options (right to buy) | 48,387 | $12.15 | $588K |
| Disposition | Stock Options (right to buy) | 21,413 | $5.87 | $126K |
| Disposition | Class A Common Stock | 20,481 | $24.55 | $503K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Stock Options (right to buy) — 0 shares (Direct, null);
Class A Common Stock — 0 shares (Direct, null)
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 ("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"). The reported Restricted Stock Units ("RSUs") vested or were scheduled to vest as follows: 2,191.33 vested RSUs on June 23, 2026; 8,765 shares on the anniversary of the 2025 Annual Shareholders Meeting; 2,191.33 shares on June 23, 2027; and 2,191.33 shares on June 23, 2028. 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, less the aggregate exercise price in the case of any award that is an option to purchase shares of Common Stock ("Options"). The reported Options were all fully vested.
Key Figures
Common shares disposed: 20,481 shares
Merger cash price: $24.55 per share
Options canceled (2032 expiry): 21,413 options
+3 more
6 metrics
Common shares disposed
20,481 shares
Class A Common Stock, disposition to issuer
Merger cash price
$24.55 per share
Cash consideration for each Class A share at effective time
Options canceled (2032 expiry)
21,413 options
Stock options with $18.68 exercise price, expire March 8, 2032
Options canceled (2031 expiry)
48,387 options
Stock options with $12.40 exercise price, expire March 8, 2031
RSUs canceled
15,339 RSUs
Director RSUs scheduled to vest through June 23, 2028
Merger agreement date
December 20, 2025
Agreement and Plan of Merger signing date
Key Terms
Agreement and Plan of Merger, Merger Consideration, Restricted Stock Units, Director RSUs, +1 more
5 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
"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.
Director RSUs financial
"all outstanding vested awards and Director RSUs with respect to Common Stock were canceled in exchange for a cash payment"
Options financial
"any award that is an option to purchase shares of Common Stock ("Options")"
Options are contracts that give investors the right to buy or sell an asset at a specific price within a certain time frame. They function like a reservation or a ticket that allows for potential profit or protection against price changes, making them useful tools for managing investment risks or speculating on market movements.
FAQ
What did Clearwater Analytics (CWAN) director Jacques Aigrain report on this Form 4?
He reported disposing of all his Clearwater Analytics equity interests in transactions with the issuer. These included common shares, vested stock options, and director RSUs, all canceled for cash in connection with the company’s merger at a fixed cash price per share.
What happened to Jacques Aigrain’s stock options in Clearwater Analytics (CWAN)?
His reported stock options, which were fully vested, were canceled at the effective time of the merger. In exchange, he became entitled to a cash payment equal to the $24.55 merger consideration per underlying share, reduced by the aggregate option exercise price.
How were Jacques Aigrain’s restricted stock units (RSUs) in Clearwater Analytics (CWAN) treated?
His director RSUs, some already vested and others scheduled to vest through June 2028, were canceled at the merger’s effective time. In place of the RSUs, he received a cash entitlement based on the $24.55 per-share merger consideration for the underlying Class A common shares.