Clearwater Analytics Holdings, Inc. discloses regulatory information on its investment management technology business, operating results, and capital structure. Its Form 8-K filings document quarterly financial results, non-GAAP reconciliations, material-event disclosures, material agreements, and capital-structure updates tied to the company’s cloud-native platform model.
Clearwater’s proxy and related filings cover shareholder voting matters, governance disclosures, board and compensation items, risk factors, and formal records for corporate actions. The filing record also reflects disclosure areas relevant to a public software company serving institutional investors, including recurring revenue metrics, debt and equity matters, and shareholder approval processes.
Clearwater Analytics Holdings, Inc. Chief Financial Officer James S. Cox reported multiple equity transactions dated February 17, 2026. He exercised stock options that converted into shares of Class A common stock and then reported related dispositions.
The filing shows open-market or private-sale transactions totaling 18,700 shares of Class A common stock, executed at weighted-average prices in the $22–$23 range under a Rule 10b5-1 trading plan adopted on March 11, 2024. Additional shares were withheld and disposed of to satisfy exercise price and tax withholding obligations, which the company describes as mandated rather than discretionary.
After all exercises, sales, and tax-related dispositions, Cox directly held 390,697 shares of Clearwater Analytics Class A common stock.
Clearwater Analytics Holdings, Inc. is using its annual report to highlight a pending cash acquisition and describe its fast-growing SaaS investment platform business. The company agreed on December 20, 2025 to be acquired by an investor group led by Permira and Warburg Pincus, with Temasek and Francisco Partners, in a transaction valued at approximately $8.4 billion. Each share of Class A common stock will convert into the right to receive $24.55 in cash at closing, subject to customary conditions including stockholder approval and required regulatory clearances; early termination of the HSR waiting period was granted on February 13, 2026.
Clearwater provides a cloud-native, single-instance, multi-tenant platform that automates investment accounting, portfolio and order management, risk, performance, compliance and reporting. As of December 31, 2025, it supported over $10 trillion of assets for more than 2,500 clients across 50+ countries, with gross revenue retention of at least 98% in 27 of the past 28 quarters and net revenue retention of 109% in the quarter ended December 31, 2025. The company emphasizes AI-driven automation, with over 900 AI agents and hundreds of automated workflows in production, and has expanded through acquisitions of Beacon, Enfusion and Blackstone’s Bistro platform while noting detailed risks if the merger is delayed or fails to close.
Clearwater Analytics reported a very strong Q4 2025 with revenue of $217.5 million, up 72% year-over-year, and annualized recurring revenue of $841 million, up 77%. Non-GAAP metrics were robust, including non-GAAP net income of $44.4 million and adjusted EBITDA of $74.1 million with a 34.1% margin.
The company generated operating cash flow of $55.3 million and free cash flow of $52.3 million in the quarter, while ending 2025 with $91.2 million in cash and $822.6 million of debt. Clearwater also highlighted rapid adoption of its AI and agentic workflows and reiterated its agreement to be acquired by a Permira and Warburg Pincus–led group in an all-cash transaction valuing the company at about $8.4 billion, with stockholders to receive $24.55 per share, expected to close in the second quarter of 2026.
CWAN insider James Cox has filed a Form 144 notice to sell 18,700 shares of common stock. The planned sale, with an aggregate market value of 432,905.00, is expected around 02/17/2026 through Morgan Stanley Smith Barney on the NYSE.
The shares to be sold come from a mix of recent equity awards. Cox acquired 13,700 shares on 02/17/2026 via a cash exercise of stock options and 5,000 shares on 02/21/2023 from restricted stock units. The filing also lists multiple prior sales over the past three months, including 63,709 shares of common stock sold on 01/01/2026 for gross proceeds of 1,534,909.08, some under a Rule 10b5-1 trading plan.
Clearwater Analytics Holdings, Inc. reported that U.S. antitrust review for its planned take-private merger has advanced, as early termination of the Hart-Scott-Rodino waiting period for the transaction was granted effective February 13, 2026. This regulatory milestone removes a key antitrust condition to closing.
The merger, under an Agreement and Plan of Merger with GT Silver BidCo, Inc. and GT Silver Merger Sub, Inc., is expected to close in the second quarter of 2026, subject to remaining customary conditions. These include stockholder approval by a majority of the overall voting power and a separate majority of disinterested stockholders.
Clearwater Analytics Holdings, Inc. granted Chief Technology Officer Souvik Das 142,548 restricted stock units (RSUs) on February 11, 2026. Each RSU represents a right to receive one share of the company’s Class A common stock at no cash exercise price.
According to the vesting schedule, 12.5% of the RSUs vest at the end of each 3‑month period for two years following January 1, 2026, with shares delivered within thirty days after each vesting date. Following this award, Das directly beneficially owns 142,548 derivative securities in the form of RSUs.
Cox James S reported acquisition or exercise transactions in this Form 4 filing.
Clearwater Analytics Holdings, Inc.’s Chief Financial Officer James S. Cox reported an equity award of 215,982 restricted stock units (RSUs) on February 11, 2026. Each RSU represents a right to receive one share of Class A Common Stock, held as direct beneficial ownership.
The RSUs follow a time-based vesting schedule: 12.5% of the units vest at the end of each three-month period over the next two years following January 1, 2026. Vested RSUs will settle in shares within thirty days after each applicable vesting date, aligning the CFO’s compensation more closely with shareholder interests over this period.
Erickson Scott Stanley reported acquisition or exercise transactions in this Form 4 filing.
Clearwater Analytics Holdings, Inc.’s Chief Revenue Officer, Scott Erickson, reported receiving a grant of derivative equity on February 11, 2026. He was awarded 215,982 restricted stock units (RSUs), each representing the right to receive one share of the company’s Class A Common Stock at a price of $0.00 per unit.
According to the award terms, 12.5% of these RSUs will vest at the end of each three‑month period for two years following January 1, 2026, with settlement in shares within thirty days after each vesting date. All 215,982 derivative securities are reported as directly owned following this transaction.
Sethi Subi reported acquisition or exercise transactions in a Form 4 filing for CWAN. The filing lists transactions totaling 215,982 shares. Following the reported transactions, holdings were 215,982 shares.
Clearwater Analytics Holdings, Inc. reported that its Chief Executive Officer and director, Sandeep Sahai, received an equity award of restricted stock units. On February 11, 2026, he was granted 607,341 RSUs, each representing a right to receive one share of Class A Common Stock.
The RSUs carry an exercise price of $0.00 and are held directly. According to the vesting schedule, 12.5% of the RSUs vest at the end of each 3‑month period for two years following January 1, 2026, with shares settling within thirty days after each vesting date.