[SCHEDULE 13G/A] Clearwater Analytics Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Schedule 13G/A filing by WCAS-related entities reports beneficial ownership of 4,820,856 shares of Clearwater Analytics Holdings, Inc. (CWAN), representing 1.6% of the Class A share count used for the calculation (292,445,162 shares). The total reported position includes 2,069,714 Class A shares held directly and 2,751,142 Class A shares issuable upon conversion of Class B shares (together with corresponding LLC interests).

The filing identifies the reporting group as WCAS XIII Carbon Analytics Acquisition, L.P.; WCAS GP CW LLC; WCAS XIII Carbon Investors, L.P.; and WCAS XIII Associates LLC, and notes that investment and voting decisions are made by a committee whose members disclaim beneficial ownership. Because the group owns less than 5% of the outstanding common stock, the filing states the Reporting Persons are no longer subject to Section 13 reporting obligations.

Positive

• Clear quantitative disclosure of total holdings: 4,820,856 shares and the 1.6% stake of the class used for the calculation
• Detailed breakdown between directly held Class A shares (2,069,714) and Class A shares issuable on conversion of Class B shares (2,751,142), clarifying economic and voting exposure
• Transparency on governance by stating investment and voting decisions are made by a committee and that committee members disclaim beneficial ownership

Negative

• None.

Insights

Financial Analyst

TL;DR: A modest, non-controlling 1.6% stake disclosed; transparency on share composition reduces uncertainty.

The disclosed 4,820,856-share position is small relative to the 292.4 million Class A share base used for the calculation, indicating limited direct market impact or control influence. The filing clearly breaks down directly held Class A shares versus Class A shares issuable upon conversion of Class B shares and related LLC interests, which helps investors understand dilution mechanics and voting capability. The committee-based decision-making structure and explicit disclaimer of beneficial ownership by committee members point to centralized, professional management rather than a single controlling individual.

Corporate Governance Expert

TL;DR: Governance disclosure is thorough but the position is below materiality thresholds for control concerns.

The Schedule 13G/A identifies multiple affiliated WCAS entities as reporting persons and provides specific counts of Class A and Class B/LLC-linked interests, which is useful for governance analysis. The filing emphasizes that voting and investment decisions are made by a committee and that members disclaim beneficial ownership, a common structure for private-equity-affiliated holdings. Because the aggregate stake is 1.6%, this does not raise immediate control or takeover implications, though the disclosure preserves transparency about conversion-linked economic exposure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Clearwater Analytics Holdings, Inc

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

185123106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 185123106

1

Names of Reporting Persons

WCAS XIII Carbon Analytics Acquisition, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,820,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,820,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,820,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.6 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported securities include (i) 2,069,714 shares of Class A common stock ("Class A Shares"); and (ii) 2,751,142 Class A Shares issuable in respect of 2,751,142 shares of Class B common stock ("Class B Shares"), together with an equal number of limited liability company units of CWAN Holdings LLC ("LLC Interests"). The reported percentage is calculated using 292,445,162 Class A Shares outstanding based upon (i) 287,938,740 Class A Shares outstanding as of August 4, 2025, as reported on the Form 10-Q filed with the SEC by the Issuer on August 6, 2025 and (ii) 4,506,422 Class A Shares issuable in respect of 4,506,422 Class B Shares (together with an equal number of LLC Interests) outstanding as of August 4, 2025, as reported on the Form 10-Q filed with the SEC by the Issuer on August 6, 2025.

SCHEDULE 13G

CUSIP No. 185123106

1

Names of Reporting Persons

WCAS GP CW LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,820,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,820,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,820,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.6 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported securities include (i) 2,069,714 Class A Shares; and (ii) 2,751,142 Class A Shares issuable in respect of 2,751,142 Class B Shares (together with an equal number of LLC Interests). The reported percentage is calculated using 292,445,162 Class A Shares outstanding based upon (i) 287,938,740 Class A Shares outstanding as of August 4, 2025, as reported on the Form 10-Q filed with the SEC by the Issuer on August 6, 2025 and (ii) 4,506,422 Class A Shares issuable in respect of 4,506,422 Class B Shares (together with an equal number of LLC Interests) outstanding as of August 4, 2025, as reported on the Form 10-Q filed with the SEC by the Issuer on August 6, 2025.

SCHEDULE 13G

CUSIP No. 185123106

1

Names of Reporting Persons

WCAS XIII Carbon Investors, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,820,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,820,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,820,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.6 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported securities include (i) 2,069,714 Class A Shares; and (ii) 2,751,142 Class A Shares issuable in respect of 2,751,142 Class B Shares (together with an equal number of LLC Interests). The reported percentage is calculated using 292,445,162 Class A Shares outstanding based upon (i) 287,938,740 Class A Shares outstanding as of August 4, 2025, as reported on the Form 10-Q filed with the SEC by the Issuer on August 6, 2025 and (ii) 4,506,422 Class A Shares issuable in respect of 4,506,422 Class B Shares (together with an equal number of LLC Interests) outstanding as of August 4, 2025, as reported on the Form 10-Q filed with the SEC by the Issuer on August 6, 2025.

SCHEDULE 13G

CUSIP No. 185123106

1

Names of Reporting Persons

WCAS XIII Associates LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,820,856.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,820,856.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,820,856.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.6 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The reported securities include (i) 2,069,714 Class A Shares; and (ii) 2,751,142 Class A Shares issuable in respect of 2,751,142 Class B Shares (together with an equal number of LLC Interests). The reported percentage is calculated using 292,445,162 Class A Shares outstanding based upon (i) 287,938,740 Class A Shares outstanding as of August 4, 2025, as reported on the Form 10-Q filed with the SEC by the Issuer on August 6, 2025 and (ii) 4,506,422 Class A Shares issuable in respect of 4,506,422 Class B Shares (together with an equal number of LLC Interests) outstanding as of August 4, 2025, as reported on the Form 10-Q filed with the SEC by the Issuer on August 6, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Clearwater Analytics Holdings, Inc
(b)	Address of issuer's principal executive offices: 777 W. Main Street, Suite 900 Boise, ID 83702
Item 2.
(a)	Name of person filing: This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons." (i) WCAS XIII Carbon Analytics Acquisition, L.P. (ii) WCAS GP CW LLC (iii) WCAS XIII Carbon Investors, L.P. (iv) WCAS XIII Associates LLC
(b)	Address or principal business office or, if none, residence: C/O Welsh, Carson, Anderson & Stowe 599 Lexington Avenue, 18th Floor New York, New York 10022
(c)	Citizenship: See responses to Item 4 on each cover page.
(d)	Title of class of securities: Class A common stock, par value $0.001 per share
(e)	CUSIP No.: 185123106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See responses to Item 9 on each cover page. LLC Interests are each convertible into one Class A Share. In connection with such conversion, an equal number of Class B Shares will be redeemed and cancelled for no consideration. The reported securities includes 2,335,196 Class B Shares (together with an equal number of LLC Interests) directly held by WCAS XIII Carbon Analytics Acquisition, L.P., 153,472 Class B Shares (together with an equal number of LLC Interests) directly held by WCAS GP CW LLC, 1,885,283 Class A Shares directly held by WCAS XIII Carbon Investors, L.P., and 262,474 Class B Shares (together with an equal number of LLC Interests) and 184,431 Class A Shares directly held by WCAS XIII Associates LLC (together, the "WCAS Entities"). The general partner of WCAS XIII Carbon Analytics Acquisition, L.P. and WCAS XIII Carbon Investors, L.P. and the managing member of WCAS GP CW LLC is WCAS XIII Associates LLC. Investment and voting decisions with respect to the shares held by the WCAS Entities are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares. The filing of this Schedule 13G shall not be construed as an admission that any Reporting Person is the beneficial owner of any or all of the reported securities for the purposes of Section 13 or for any other purpose. The reported percentage is calculated using 292,445,162 Class A Shares outstanding based upon (i) 287,938,740 Class A Shares outstanding as of August 4, 2025, as reported on the Form 10-Q filed with the SEC by the Issuer on August 6, 2025 and (ii) 4,506,422 Class A Shares issuable in respect of 4,506,422 Class B Shares (together with an equal number of LLC Interests) outstanding as of August 4, 2025, as reported on the Form 10-Q filed with the SEC by the Issuer on August 6, 2025. As a result of the Reporting Persons owning less than five percent of the Issuer's outstanding common stock, the Reporting Persons are no longer subject to Section 13 Reporting.
(b)	Percent of class: See responses to Item 11 on each cover page.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page.
	(ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WCAS XIII Carbon Analytics Acquisition, L.P.

Signature:	/s/ Jennifer Martin
Name/Title:	By: WCAS XII Associates LLC, its general partner
Date:	08/13/2025

Signature:	/s/ Jennifer Martin
Name/Title:	Jennifer Martin, Managing Member
Date:	08/13/2025

WCAS GP CW LLC

Signature:	/s/ Jennifer Martin
Name/Title:	By: WCAS XIII Associates LLC, its managing member
Date:	08/13/2025

Signature:	/s/ Jennifer Martin
Name/Title:	Jennifer Martin, Managing Member
Date:	08/13/2025

WCAS XIII Carbon Investors, L.P.

Signature:	/s/ Jennifer Martin
Name/Title:	By: WCAS XIII Associates LLC, its general partner
Date:	08/13/2025

Signature:	/s/ Jennifer Martin
Name/Title:	Jennifer Martin, Managing Member
Date:	08/13/2025

WCAS XIII Associates LLC

Signature:	/s/ Jennifer Martin
Name/Title:	Jennifer Martin, Managing Member
Date:	08/13/2025

Comments accompanying signature: Exhibit B Joint Filing Agreement, incorporated by reference to Exhibit B in the Schedule 13G filed on February 14, 2025.

FAQ

How many CWAN shares do the WCAS reporting persons beneficially own?

The Reporting Persons disclose beneficial ownership of 4,820,856 shares of Clearwater Analytics (CWAN).

What percentage of CWAN does the 4,820,856-share position represent?

The filing states the position represents 1.6% of the Class A share count used in the calculation (292,445,162 shares).

How is the 4,820,856-share position composed between Class A and Class B/LLC interests?

The position includes 2,069,714 Class A shares held directly and 2,751,142 Class A shares issuable in respect of Class B shares together with corresponding LLC interests.

Which entities filed the Schedule 13G/A for CWAN?

The filing lists WCAS XIII Carbon Analytics Acquisition, L.P.; WCAS GP CW LLC; WCAS XIII Carbon Investors, L.P.; and WCAS XIII Associates LLC as the Reporting Persons.

Are the WCAS Reporting Persons still subject to Section 13 reporting?

The filing states that because the Reporting Persons own less than 5% of the issuer's outstanding common stock, they are no longer subject to Section 13 reporting.