Clearwater Analytics (NYSE: CWAN) director RSUs canceled for $24.55 cash in merger

Rhea-AI Filing Summary

Clearwater Analytics Holdings director Bas NieuweWeme reported the disposition of 16,713 Restricted Stock Units in connection with the company’s merger. These RSUs, which were originally scheduled to vest in three equal installments through August 2028, were tied to Clearwater’s Class A Common Stock.

Under the Agreement and Plan of Merger dated December 20, 2025, each share of Class A Common Stock outstanding immediately before the merger’s effective time was converted into the right to receive $24.55 in cash per share. At that effective time, all outstanding vested awards and director RSUs were canceled in exchange for a cash payment equal to this merger consideration multiplied by the number of shares underlying each award, resulting in the reported disposition and no remaining RSU holdings for the director in this filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider NieuweWeme Bas

Role null

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	16,713	$24.55	$410K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null)

Footnotes (1)

1. The reported Restricted Stock Units were scheduled to vest as follows: 5,571 shares on August 4, 2026; 5,571 shares on August 4, 2027; and 5,571 shares on August 4, 2028. 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"). 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

RSUs disposed: 16,713 units Merger consideration: $24.55 per share Underlying shares per RSU award: 16,713 shares +4 more

7 metrics

RSUs disposed 16,713 units Director Restricted Stock Units canceled at merger effective time

Merger consideration $24.55 per share Cash paid for each Class A Common Stock share at effective time

Underlying shares per RSU award 16,713 shares Class A Common Stock underlying the disposed RSUs

Post-transaction RSU holdings 0 units Total Restricted Stock Units following disposition

Original vesting 2026 5,571 shares Scheduled RSU vesting on August 4, 2026 before merger

Original vesting 2027 5,571 shares Scheduled RSU vesting on August 4, 2027 before merger

Original vesting 2028 5,571 shares Scheduled RSU vesting on August 4, 2028 before merger

Key Terms

Restricted Stock Units, Agreement and Plan of Merger, Merger Agreement, Merger Consideration, +2 more

6 terms

Restricted Stock Units financial

"The reported Restricted Stock Units were scheduled to vest as follows: 5,571 shares on August 4, 2026;"

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.

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 Agreement regulatory

"Under the terms of the Merger Agreement, each share of the Issuer's Class A Common Stock"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Merger Consideration financial

"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

"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.

Director RSUs financial

"all outstanding vested awards and Director RSUs with respect to Common Stock were canceled"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/25/2026 - 08:07 PM Accepted by SEC EDGAR 06/25/2026 - 08:06 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^*

NieuweWeme Bas

(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

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			16,713	(1)	08/04/2035	Class A Common Stock	16,713	$24.55(2)(3)	0	D

Explanation of Responses:

1. The reported Restricted Stock Units were scheduled to vest as follows: 5,571 shares on August 4, 2026; 5,571 shares on August 4, 2027; and 5,571 shares on August 4, 2028.

2. 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").

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 Bas NieuweWeme	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 insider transaction did CWAN director Bas NieuweWeme report on this Form 4?

Bas NieuweWeme reported disposing of 16,713 Restricted Stock Units tied to Clearwater Analytics Class A Common Stock. The RSUs were canceled at the merger’s effective time in exchange for a cash payment based on the agreed merger consideration per underlying share.

How were Clearwater Analytics (CWAN) shares treated in the GT Silver merger?

Each Clearwater Analytics Class A Common Stock share was converted into the right to receive $24.55 in cash, without interest. This merger consideration applied to all shares outstanding immediately before the merger’s effective time, including those underlying vested awards and director RSUs.

What happened to CWAN director RSUs at the merger effective time?

At the effective time, all outstanding vested awards and Director RSUs with respect to Class A Common Stock were canceled. Holders instead received a cash payment equal to the $24.55 merger consideration multiplied by the number of underlying shares for each award.

What vesting schedule originally applied to the disposed CWAN RSUs?

The reported Restricted Stock Units were scheduled to vest in three installments: 5,571 shares on August 4, 2026, 5,571 shares on August 4, 2027, and 5,571 shares on August 4, 2028. The merger and related cash-out occurred before this vesting schedule completed.

Did Bas NieuweWeme retain any Clearwater Analytics RSU derivatives after this Form 4?

No remaining derivative RSU holdings are shown after the transaction; total RSUs following the disposition were 0. The Form 4 derivative summary is empty, reflecting that the reported RSU award was fully canceled and cashed out under the merger terms.