Jones Lisa 4
4 · Clearwater Analytics Holdings, Inc. · Filed Jun 25, 2026
Research Summary
AI-generated summary of this filing
Clearwater Analytics (CWAN) Director Lisa Jones Sells Shares
What Happened
Lisa Jones, a director of Clearwater Analytics Holdings, Inc. (CWAN), had two dispositions on June 25, 2026 that together converted her company stock and vested director RSUs into cash under a merger. She disposed of 26,584 shares at $24.55 each for $652,637, and 15,339 shares labeled as a derivative disposition (RSUs) at $24.55 each for $376,572 — total cash received $1,029,209. These were dispositions to the issuer pursuant to the Merger Agreement, not open-market sales.
Key Details
- Transaction date: 2026-06-25; Price per share: $24.55.
- Shares disposed: 26,584 (stock) + 15,339 (derivative/RSUs) = 41,923 shares; Total cash: $1,029,209.
- Transaction type: Dispositions to issuer (D); second line represents cancellation/payment of derivative awards (RSUs).
- Footnote highlights:
- F1: Disposal occurred under the Merger Agreement converting each share to $24.55 in cash.
- F2: RSU vesting schedule noted (partial vesting June 23, 2026 and additional scheduled future vesting dates).
- F3: All vested awards and Director RSUs were canceled at the Effective Time in exchange for cash equal to $24.55 × shares.
- Shares owned after the transaction: not reported on this Form 4.
- Filing: Form filed 2026-06-25 (same date as transactions) — appears to be timely.
Context
These transactions are a cash-out tied to the company’s merger rather than discretionary open-market sales. The derivative line reflects payment for RSUs and other award cancellations at the merger consideration; such corporate-action dispositions convert equity awards into cash and do not necessarily signal an insider’s view on the company's future performance.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1]2026-06-25$24.55/sh−26,584$652,637→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3][F2]2026-06-25$24.55/sh−15,339$376,572→ 0 totalExercise: $0.00Exp: 2035-06-23→ Class A Common Stock (15,339 underlying)
Footnotes (3)
- [F1]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").
- [F2]The reported Restricted Stock Units ("RSUs") vested or were scheduled to vest as follows: 2,191.33 vested RSUs on June 23, 2026; 8,765 shares on the anniversary of the 2025 Annual Shareholders Meeting; 2,191.33 shares on June 23, 2027; and 2,191.33 shares on June 23, 2028.
- [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.