[Form 4] Clearwater Analytics Holdings, Inc. Insider Trading Activity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Clearwater Analytics Holdings, Inc. Chief Technology Officer Souvik Das reported multiple equity transactions tied to the company’s merger with GT Silver BidCo, Inc. On June 25, 2026, he disposed of 180,372 shares of Class A Common Stock and several equity awards back to the issuer.
Under the merger agreement, each share of Common Stock was converted into the right to receive $24.55 in cash per share as merger consideration. Outstanding options, RSUs and PSUs were generally canceled for cash based on this price, with a portion of options becoming options in an affiliate of the buyer.
The filing also shows Das received new grants of 60,500 and 27,500 Performance Stock Units, with performance deemed achieved at 110% of target and remaining subject to time-vesting conditions. Following these transactions, he reported no direct Common Stock holdings and 263,713 stock options outstanding at an exercise price of $17.84 per share.
Positive
- None.
Negative
- None.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Das Souvik
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Performance Stock Units | 27,500 | $24.55 | $675K |
| Grant/Award | Performance Stock Units | 60,500 | $24.55 | $1.49M |
| Disposition | Performance Stock Units | 27,500 | $24.55 | $675K |
| Disposition | Performance Stock Units | 60,500 | $24.55 | $1.49M |
| Disposition | Restricted Stock Units | 75,000 | $24.55 | $1.84M |
| Disposition | Restricted Stock Units | 32,812 | $24.55 | $806K |
| Disposition | Restricted Stock Units | 56,719 | $24.55 | $1.39M |
| Disposition | Restricted Stock Units | 124,729 | $24.55 | $3.06M |
| Disposition | Stock Options (right to buy) | 236,287 | $6.71 | $1.59M |
| Disposition | Class A Common Stock | 180,372 | $24.55 | $4.43M |
Holdings After Transaction:
Performance Stock Units — 27,500 shares (Direct, null);
Restricted Stock Units — 0 shares (Direct, null);
Stock Options (right to buy) — 263,713 shares (Direct, null);
Class A Common Stock — 0 shares (Direct, null)
Footnotes (1)
- The reported securities include 263 shares purchased on May 29, 2026, pursuant to the Issuer's Employee Stock Purchase Plan. 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 Performance Stock Units ("PSUs") had their performance conditions deemed achieved at 110% of target pursuant to the terms of the Merger Agreement, but remain subject to any time-vesting conditions. At the Effective Time, all outstanding options to purchase shares of Common Stock ("Options") and Restricted Stock Units ("RSUs") held by non-employee directors 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 Options. In the case of PSUs and RSUs not held by non-employee directors, the awards were also canceled in exchange for a cash payment, calculated in the same manner as for RSUs held by non-employee directors, but the resulting cash payment will be subject to the time-vesting terms and conditions that applied to the underlying award immediately prior to the Effective Time. At the Effective Time, a portion of the reported Options became options to purchase shares of an affiliate of Parent. The reported RSUs were scheduled to vest on January 1, 2027. The reported RSUs were scheduled to vest in equal installments at the end of each 3-month period following June 30, 2026 and until December 31, 2027. The reported RSUs were scheduled to vest in equal installments at the end of each 3-month period following June 30, 2026 and until December 31, 2028. The reported Options were all fully vested.
Key Figures
Common shares disposed: 180,372 shares
Merger cash price: $24.55 per share
Options disposed: 236,287 options
+5 more
8 metrics
Common shares disposed
180,372 shares
Class A Common Stock issuer disposition at merger effective time
Merger cash price
$24.55 per share
Cash consideration for each Clearwater Class A share
Options disposed
236,287 options
Stock options canceled in exchange for cash under merger terms
Options remaining
263,713 options
Post-transaction stock options at $17.84 exercise price, expiring 2031-08-02
Option exercise price
$17.84 per share
Exercise price of remaining stock options
New PSU grant 1
60,500 units
Performance Stock Units granted, performance deemed at 110% of target
New PSU grant 2
27,500 units
Additional Performance Stock Units granted with time-based vesting
PSU performance factor
110% of target
Performance deemed achieved under merger agreement for PSUs
Key Terms
Agreement and Plan of Merger, Merger Consideration, Restricted Stock Units, Performance Stock Units, +1 more
5 terms
Agreement and Plan of Merger financial
"pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement")"
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 ... (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
"At the Effective Time, all outstanding options ... and Restricted Stock Units ("RSUs") held by non-employee directors were canceled"
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.
Performance Stock Units financial
"The reported Performance Stock Units ("PSUs") had their performance conditions deemed achieved at 110% of target"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Employee Stock Purchase Plan financial
"263 shares purchased on May 29, 2026, pursuant to the Issuer's Employee Stock Purchase Plan."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
