NieuweWeme Bas 4
4 · Clearwater Analytics Holdings, Inc. · Filed Jun 25, 2026
Research Summary
AI-generated summary of this filing
Clearwater (CWAN) Director Bas NieuweWeme Sells 16,713 Shares
What Happened
Bas NieuweWeme, a director of Clearwater Analytics Holdings, Inc. (CWAN), had 16,713 Director Restricted Stock Units (RSUs disposed/canceled) converted into cash as part of the company’s merger. The RSUs were paid at the merger consideration of $24.55 per share, resulting in cash proceeds of $410,304. The filing reports the disposition as a derivative/cash payment tied to the merger, not an open-market sale.
Key Details
- Transaction date: 2026-06-25; Price: $24.55 per share; Total cash received: $410,304.
- Shares/units involved: 16,713 Director RSUs (derivative disposition to issuer).
- Shares owned after transaction: Not specified in the Form 4 filing.
- Relevant footnotes:
- F1: The reported RSUs were originally scheduled to vest in three annual installments of 5,571 shares on Aug 4 of 2026, 2027, and 2028 (total 16,713).
- F2/F3: Under the Merger Agreement dated Dec 20, 2025, each outstanding share/vested award/Director RSU was converted/canceled and exchanged for $24.55 cash per share at the merger’s effective time.
- Filing timeliness: Reported with a Period of Report and Filing Date of 2026-06-25 (no late filing flagged).
Context
This was a cash-out of compensation-related RSUs as part of an acquisition, not a discretionary open-market sale by the director. Such merger-related cancellations/settlements are routine outcomes of M&A deals and reflect contract terms (merger consideration) rather than a trading decision by the insider.
Insider Transaction Report
- Disposition to Issuer
Restricted Stock Units
[F2][F3][F1]2026-06-25$24.55/sh−16,713$410,304→ 0 totalExercise: $0.00Exp: 2035-08-04→ Class A Common Stock (16,713 underlying)
Footnotes (3)
- [F1]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.
- [F2]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").
- [F3]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.