Das Souvik 4
4 · Clearwater Analytics Holdings, Inc. · Filed Jun 25, 2026
Research Summary
AI-generated summary of this filing
Clearwater (CWAN) CTO Souvik Das Sells Shares in Merger
What Happened
Souvik Das, Chief Technology Officer of Clearwater Analytics (CWAN), disposed of common stock and had multiple equity awards settled for cash in connection with the company’s merger. On June 25, 2026 he: sold 180,372 shares at $24.55 ($4,428,133) and had a series of derivative awards (RSUs/PSUs/options) converted/cashed out — most at the merger price of $24.55 and one set netting $6.71 per share — for a combined cash amount of roughly $15.3 million. Two grant/award entries (27,500 and 60,500 shares at $24.55) were reported as acquisitions and were then disposed the same day as part of the merger settlement.
Key Details
- Transaction date: June 25, 2026. Primary per-share price: $24.55 (merger consideration); one derivative cash-out reported at $6.71 per share.
- Total cash received from reported dispositions: approximately $15.3 million.
- The filing notes 263 shares were purchased on May 29, 2026 under the issuer’s Employee Stock Purchase Plan (ESPP). Those shares are included in reported securities.
- Footnotes of note:
- F2: Common stock converted into $24.55 cash per share under the Merger Agreement with GT Silver BidCo.
- F3: PSUs were deemed achieved at 110% of target but remain subject to time-vesting.
- F4: Options/RSUs were canceled or converted per merger terms; some options became options in an affiliate and some awards were paid in cash net of exercise price (explains the $6.71 figure).
- F5–F7: Several RSU awards had scheduled vesting dates extending into 2027–2028 and were treated under the merger terms.
- F8: Reported options were fully vested.
- Filing timeliness: no late filing is indicated in the provided data.
Context
These transactions are merger-related cash settlements rather than open-market sales. The $24.55 per-share figure is the negotiated merger consideration (cash paid for each outstanding share). The lower $6.71 per-share result reflects cash paid after deducting option exercise prices for certain awards (per the merger terms). PSUs that were credited above target remain subject to any original time-vesting schedule, so some cash may be subject to continued vesting. This type of settlement is common in acquisitions and reflects deal mechanics more than an individual insider’s market signal.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1][F2]2026-06-25$24.55/sh−180,372$4,428,133→ 0 total - Award
Performance Stock Units
[F4][F3]2026-06-25$24.55/sh+27,500$675,125→ 27,500 totalExercise: $0.00Exp: 2034-02-28→ Class A Common Stock (27,500 underlying) - Award
Performance Stock Units
[F4][F3]2026-06-25$24.55/sh+60,500$1,485,275→ 60,500 totalExercise: $0.00Exp: 2035-02-13→ Class A Common Stock (60,500 underlying) - Disposition to Issuer
Performance Stock Units
[F4][F3]2026-06-25$24.55/sh−27,500$675,125→ 0 totalExercise: $0.00Exp: 2034-02-28→ Class A Common Stock (27,500 underlying) - Disposition to Issuer
Performance Stock Units
[F4][F3]2026-06-25$24.55/sh−60,500$1,485,275→ 0 totalExercise: $0.00Exp: 2035-02-13→ Class A Common Stock (60,500 underlying) - Disposition to Issuer
Restricted Stock Units
[F4][F5]2026-06-25$24.55/sh−75,000$1,841,250→ 0 totalExercise: $0.00Exp: 2033-01-01→ Class A Common Stock (75,000 underlying) - Disposition to Issuer
Restricted Stock Units
[F4][F6]2026-06-25$24.55/sh−32,812$805,535→ 0 totalExercise: $0.00Exp: 2034-02-28→ Class A Common Stock (32,812 underlying) - Disposition to Issuer
Restricted Stock Units
[F4][F7]2026-06-25$24.55/sh−56,719$1,392,451→ 0 totalExercise: $0.00Exp: 2035-02-13→ Class A Common Stock (56,719 underlying) - Disposition to Issuer
Restricted Stock Units
[F4][F6]2026-06-25$24.55/sh−124,729$3,062,097→ 0 totalExercise: $0.00Exp: 2036-02-11→ Class A Common Stock (124,729 underlying) - Disposition to Issuer
Stock Options (right to buy)
[F4][F8]2026-06-25$6.71/sh−236,287$1,585,486→ 263,713 totalExercise: $17.84Exp: 2031-08-02→ Class A Common Stock (236,287 underlying)
Footnotes (8)
- [F1]The reported securities include 263 shares purchased on May 29, 2026, pursuant to the Issuer's Employee Stock Purchase Plan.
- [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]The reported Performance Stock Units ("PSUs") had their performance conditions deemed achieved at 110% of target pursuant to the terms of the Merger Agreement, but remain subject to any time-vesting conditions.
- [F4]At the Effective Time, all outstanding options to purchase shares of Common Stock ("Options") and Restricted Stock Units ("RSUs") held by non-employee directors 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 Options. In the case of PSUs and RSUs not held by non-employee directors, the awards were also canceled in exchange for a cash payment, calculated in the same manner as for RSUs held by non-employee directors, but the resulting cash payment will be subject to the time-vesting terms and conditions that applied to the underlying award immediately prior to the Effective Time. At the Effective Time, a portion of the reported Options became options to purchase shares of an affiliate of Parent.
- [F5]The reported RSUs were scheduled to vest on January 1, 2027.
- [F6]The reported RSUs were scheduled to vest in equal installments at the end of each 3-month period following June 30, 2026 and until December 31, 2027.
- [F7]The reported RSUs were scheduled to vest in equal installments at the end of each 3-month period following June 30, 2026 and until December 31, 2028.
- [F8]The reported Options were all fully vested.