Clearwater Analytics Holdings, Inc.·4

Jun 25, 8:12 PM ET

AIGRAIN JACQUES 4

4 · Clearwater Analytics Holdings, Inc. · Filed Jun 25, 2026

Research Summary

AI-generated summary of this filing

Updated

Clearwater Analytics (CWAN) Director Jacques Aigrain Sells $1.59M in Shares

What Happened
Director Jacques Aigrain disposed of a total of 105,620 shares/equivalent awards in Clearwater Analytics (CWAN) on June 25, 2026, receiving aggregate cash proceeds of $1,592,977. The transactions were dispositions to the issuer in connection with the company’s merger—each outstanding share was converted into the right to receive $24.55 per share under the Merger Agreement. The reported line items include direct share conversion and cash settlement of awards and options (some reported at lower per-share net amounts reflecting option exercise-price offsets).

Key Details

  • Transaction date: 2026-06-25. Merger consideration: $24.55 per share (per Merger Agreement).
  • Reported disposals:
    • 20,481 shares @ $24.55 = $502,809 (conversion of common stock)
    • 15,339 shares @ $24.55 = $376,572 (derivative/RSU)
    • 48,387 shares @ $12.15 = $587,902 (derivative — net of option exercise price)
    • 21,413 shares @ $5.87 = $125,694 (derivative — net of option exercise price)
  • Total shares/award units: 105,620; total cash received: $1,592,977.
  • Options were fully vested (footnote F4); vested awards/Director RSUs were canceled for cash equal to the $24.55 Merger Consideration, and option cancellations were paid net of exercise price (footnotes F2–F3).
  • Post-transaction holdings are not specified in the filing.
  • Filing date/period: 2026-06-25 — the report covers the same date, with no late-filing indication.

Context
These were merger-related cash settlements (dispositions to the issuer), not open-market sales; RSUs and vested awards were canceled and paid out, and options were settled for cash reflecting the Merger Consideration less the options’ exercise prices. Such filings document transaction mechanics tied to the corporate event rather than an independent purchase or sale decision by the insider.

Insider Transaction Report

Form 4Exit
Period: 2026-06-25
Transactions
  • Disposition to Issuer

    Class A Common Stock

    [F1]
    2026-06-25$24.55/sh20,481$502,8090 total
  • Disposition to Issuer

    Restricted Stock Units

    [F3][F2]
    2026-06-25$24.55/sh15,339$376,5720 total
    Exercise: $0.00Exp: 2035-06-23Class A Common Stock (15,339 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    [F3][F4]
    2026-06-25$12.15/sh48,387$587,9020 total
    Exercise: $12.40Exp: 2031-03-08Class A Common Stock (48,387 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    [F3][F4]
    2026-06-25$5.87/sh21,413$125,6940 total
    Exercise: $18.68Exp: 2032-03-08Class A Common Stock (21,413 underlying)
Footnotes (4)
  • [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, less the aggregate exercise price in the case of any award that is an option to purchase shares of Common Stock ("Options").
  • [F4]The reported Options were all fully vested.
Signature
/s/ Alphonse Valbrune, as Attorney-in-Fact, for Jacques Aigrain|2026-06-25

Documents

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