Clearwater Analytics (CWAN) director cashes out shares and RSUs at $24.55 merger price

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

2 transactions reported

Mixed 2 txns

Insider Jones Lisa

Role null

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 shares (Direct, null); Class A Common Stock — 0 shares (Direct, null)

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 ("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.

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/25/2026 - 08:12 PM Accepted by SEC EDGAR 06/25/2026 - 08:11 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^*

Jones Lisa

(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		D		26,584	D	$24.55(1)	0	D

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
Restricted Stock Units	$0.00	06/25/2026		D			15,339	(2)	06/23/2035	Class A Common Stock	15,339	$24.55(3)	0	D

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 ("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. 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.

3. 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.

	/s/ Alphonse Valbrune, as Attorney-in-Fact, for Lisa Jones	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 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.

How many Clearwater Analytics (CWAN) common shares did Lisa Jones dispose of?

Lisa Jones disposed of 26,584 shares of Clearwater Analytics Class A Common Stock. These shares were transferred back to the issuer as part of the merger and converted into the right to receive $24.55 per share in cash, without interest, under the merger terms.

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.

What cash consideration did Clearwater Analytics (CWAN) shareholders receive in the merger?

Each issued and outstanding Clearwater Analytics Class A Common share at the effective time was converted into the right to receive $24.55 in cash, without interest. This fixed cash amount is referred to as the merger consideration under the Agreement and Plan of Merger.

Does Lisa Jones hold any Clearwater Analytics (CWAN) shares after this Form 4 transaction?

Following the reported transactions, Lisa Jones reported holding zero Clearwater Analytics shares and zero related RSUs. Her Class A Common Stock and director RSU awards were fully disposed of or canceled in exchange for the cash merger consideration described in the merger agreement.

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.