Clearwater director disposes shares at $24.55 merger price
Clearwater Analytics Holdings, Inc. director Lisa Jones disposed of her equity as part of a cash merger.
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Form Type
4
Rhea-AI Filing Summary
Clearwater Analytics Holdings, Inc. director Lisa Jones disposed of her equity as part of a cash merger. She returned 26,584 shares of Class A Common Stock to the issuer and canceled 15,339 Restricted Stock Units, all in connection with a merger transaction.
Under the Agreement and Plan of Merger, each share of Class A Common Stock was converted at the effective time into the right to receive $24.55 in cash, without interest. All vested awards and director RSUs were canceled for a cash payment based on this $24.55 merger consideration, and Jones reported zero shares and RSUs remaining after the transaction.
Insider Trade Summary
Disposition: 41,923 shares
Disposition
2 txns
Insider
Jones Lisa
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 15,339 | $24.55 | $377K |
| Disposition | Class A Common Stock | 26,584 | $24.55 | $653K |
Holdings After Transaction:
Restricted Stock Units — 0 contracts (Direct);
Class A Common Stock — 0 shares (Direct)
Footnotes (3)
- 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 ("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. 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.
- F3. 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
Common shares disposed: 26,584 shares
RSUs canceled: 15,339 units
Merger consideration price: $24.55 per share
+2 more
5 metrics
Common shares disposed
26,584 shares
Class A Common Stock returned to issuer in merger
RSUs canceled
15,339 units
Restricted Stock Units canceled for cash at merger
Merger consideration price
$24.55 per share
Cash paid for each Class A Common share at effective time
Post-transaction holdings
0 shares / 0 RSUs
Lisa Jones’s Clearwater Analytics position after merger
Disposition transactions
2 transactions
One common stock, one derivative (RSU) disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, Restricted Stock Units, Effective Time
4 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.
Effective Time regulatory
"immediately prior to the effective time of the Merger (the "Effective Time") was converted"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Clearwater Analytics (CWAN) director Lisa Jones report in this Form 4?
Lisa Jones reported disposing of her Clearwater Analytics equity in connection with a merger. She returned Class A shares and canceled Restricted Stock Units, receiving cash consideration tied to a fixed $24.55 per-share merger price instead of continuing as a shareholder.
What happened to Lisa Jones’s Clearwater Analytics (CWAN) Restricted Stock Units?
Lisa Jones had 15,339 Restricted Stock Units tied to Clearwater Analytics Class A Common Stock canceled at the merger’s effective time. Each award was exchanged for a cash payment equal to $24.55 multiplied by the number of underlying shares covered by the RSU.
Why is the transaction code for Lisa Jones’s Clearwater Analytics (CWAN) filing listed as D?
The Form 4 uses transaction code D to indicate a disposition to the issuer. In this case, Lisa Jones’s Clearwater Analytics shares and RSU-based awards were transferred or canceled under the merger terms, with cash consideration replacing her previous equity position.
AI-generated analysis. How Rhea-AI works. Not financial advice.
