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Clearwater Analytics Holdings, Inc.·4

Jun 25, 8:19 PM ET

Sahai Sandeep 4

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

Research Summary

AI-generated summary of this filing

Updated

Clearwater Analytics CEO Sandeep Sahai Sells Shares in Merger

What Happened

  • Sandeep Sahai, Director and Chief Executive Officer of Clearwater Analytics (CWAN), received cash for his common shares and equity awards as part of the company’s merger. The largest single reported disposition was 1,416,794 shares converted at $24.55 per share for $34,782,293. In total, the filing shows dispositions (including cancellations/settlements of options, RSUs and PSUs) that produced roughly $106.3 million in cash proceeds.
  • The filing also shows two short-lived awards (73,559 and 258,024 units) reported as acquisitions at $24.55 and then disposed to the issuer as part of the same transaction. A small ESPP purchase of 1,175 shares (from May 29, 2026) is also noted.

Key Details

  • Transaction date: 2026-06-25 (filed same day, period of report 2026-06-25).
  • Prices and notable amounts: $24.55 (multiple conversions), $20.15 and $12.15 (derivative award/cancellation valuations); total cash reported from dispositions ≈ $106.28M.
  • Shares shown acquired (awards): 73,559 and 258,024 (treated as derivative awards at $24.55); these were then disposed/cashed out per the merger terms.
  • Shares owned after transaction: Under the Merger Agreement, all outstanding Class A common shares were converted into the right to receive cash at $24.55 per share; the filing’s transactions reflect that cash-out treatment.
  • Footnotes of interest:
    • F2: All outstanding common shares were converted into cash under the Merger Agreement at $24.55/share.
    • F3: PSUs were deemed achieved at 110% of target but remain subject to any time-vesting rules.
    • F4–F7: Options, RSUs and other awards were canceled or converted into cash (some payments remain subject to original time-vesting schedules; some options were converted into options in a Parent affiliate).
    • F1: 1,175 shares bought via the ESPP on May 29, 2026.
  • Filing timeliness: report filed with SEC on 2026-06-25 (no late filing indicated in the provided excerpt).

Context

  • These transactions are merger-related cash settlements and cancellations of equity awards (disposition to issuer), not open-market sell orders. Derivative items (RSUs, PSUs, options) were converted or canceled for cash per the Merger Agreement; some cash payments for awards may be subject to the original vesting schedules. PSUs were treated as achieved at 110% per the filing.

Insider Transaction Report

Form 4Exit
Period: 2026-06-25
Clearwater Analytics Holdings, Inc.CWAN
Sahai Sandeep
DirectorSee Remarks
Transactions
  • Disposition to Issuer

    Class A Common Stock

    [F1][F2]
    2026-06-25$24.55/sh−1,416,794$34,782,293→ 0 total
  • Award

    Performance Stock Units

    [F4][F3]
    2026-06-25$24.55/sh+73,559$1,805,873→ 73,559 total
    Exercise: $0.00Exp: 2034-02-28→ Class A Common Stock (73,559 underlying)
  • Award

    Performance Stock Units

    [F4][F3]
    2026-06-25$24.55/sh+258,024$6,334,489→ 258,024 total
    Exercise: $0.00Exp: 2035-02-13→ Class A Common Stock (258,024 underlying)
  • Disposition to Issuer

    Performance Stock Units

    [F4][F3]
    2026-06-25$24.55/sh−73,559$1,805,873→ 0 total
    Exercise: $0.00Exp: 2034-02-28→ Class A Common Stock (73,559 underlying)
  • Disposition to Issuer

    Performance Stock Units

    [F4][F3]
    2026-06-25$24.55/sh−258,024$6,334,489→ 0 total
    Exercise: $0.00Exp: 2035-02-13→ Class A Common Stock (258,024 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F4][F5]
    2026-06-25$24.55/sh−201,458$4,945,794→ 0 total
    Exercise: $0.00Exp: 2033-01-01→ Class A Common Stock (201,458 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F4][F6]
    2026-06-25$24.55/sh−87,769$2,154,729→ 0 total
    Exercise: $0.00Exp: 2034-02-28→ Class A Common Stock (87,769 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F4][F7]
    2026-06-25$24.55/sh−241,898$5,938,596→ 0 total
    Exercise: $0.00Exp: 2035-02-13→ Class A Common Stock (241,898 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F4][F6]
    2026-06-25$24.55/sh−531,423$13,046,435→ 0 total
    Exercise: $0.00Exp: 2036-02-11→ Class A Common Stock (531,423 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    [F4][F8]
    2026-06-25$20.15/sh−746,651$15,045,018→ 0 total
    Exercise: $4.40Exp: 2028-11-29→ Class A Common Stock (746,651 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    [F4][F8]
    2026-06-25$20.15/sh−671,177$13,524,217→ 0 total
    Exercise: $4.40Exp: 2030-01-01→ Class A Common Stock (671,177 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    [F4][F8]
    2026-06-25$12.15/sh−46,215$561,512→ 1,303,785 total
    Exercise: $12.40Exp: 2031-03-07→ Class A Common Stock (46,215 underlying)
Footnotes (8)
  • [F1]The reported securities include 1,175 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.
Signature
/s/ Alphonse Valbrune, as Attorney-in-Fact, for Sandeep Sahai|2026-06-25

Documents

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    ownership.xmlPrimary

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