Sahai Sandeep 4

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.