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Clearwater Analytics Holdings, Inc.·4

Jun 25, 8:21 PM ET

Erickson Scott Stanley 4

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

Research Summary

AI-generated summary of this filing

Updated

Clearwater (CWAN) CRO Erickson Sells 1.18M Shares in Merger

What Happened

  • Erickson Scott Stanley, Chief Revenue Officer of Clearwater Analytics (CWAN), reported a series of merger-related dispositions and award adjustments on 2026-06-25. He disposed of 1,181,381 shares for aggregate proceeds of approximately $25.47 million. Many of the disposals were cash settlements of equity awards and options in connection with the company’s merger (Merger Consideration = $24.55 per share).
  • The filing also shows two grant/award entries (derivative awards) totaling 78,833 shares with a reported aggregate value of about $1.94 million. Those awards are derivative (time-vesting) and/or replacement awards under the merger terms.

Key Details

  • Transaction date: 2026-06-25 (report filed 2026-06-25).
  • Major per-share amounts reported: $24.55, $20.55, $20.15 and $12.15 — the lower per-share amounts reflect cash payments for awards net of option exercise prices (see footnote F3).
  • Total disposed shares: 1,181,381; total proceeds reported: ~$25,467,507.
  • Total awards acquired (derivative): 78,833 shares; reported value: ~$1,935,350.
  • Footnotes of note:
    • F1: Common stock converted to $24.55 cash per share under the Merger Agreement.
    • F2: Reported PSUs were deemed achieved at 110% of target but remain subject to time-vesting.
    • F3: Options/RSUs canceled for cash (options paid net of exercise price); some options converted into options on an affiliate.
    • F4–F6: Several RSU grant schedules remain time-vesting after the merger (various vesting timetables).
    • F7: Reported options were fully vested.
  • Shares owned after transaction: not specified in the provided filing excerpt.
  • Filing timeliness: filed with period and filing date of 2026-06-25 (no late filing indicated in provided data).

Context

  • These transactions are merger-related cash settlements and award adjustments rather than routine open-market buys/sells. Under the Merger Agreement, outstanding common shares and many equity awards were converted into cash; option cash-outs were reduced by any exercise price, which explains the variety of per-share amounts reported.
  • PSUs and RSUs that remain subject to time-vesting mean some cash payments will still be subject to post-merger vesting conditions; PSUs were treated as 110% achieved for payout purposes per the filing.

Insider Transaction Report

Form 4Exit
Period: 2026-06-25
Clearwater Analytics Holdings, Inc.CWAN
Erickson Scott Stanley
Chief Revenue Officer
Transactions
  • Disposition to Issuer

    Class A Common Stock

    [F1]
    2026-06-25$24.55/sh−155,119$3,808,171→ 0 total
  • Award

    Performance Stock Units

    [F3][F2]
    2026-06-25$24.55/sh+18,333$450,075→ 18,333 total
    Exercise: $0.00Exp: 2034-02-28→ Class A Common Stock (18,333 underlying)
  • Award

    Performance Stock Units

    [F3][F2]
    2026-06-25$24.55/sh+60,500$1,485,275→ 60,500 total
    Exercise: $0.00Exp: 2035-02-13→ Class A Common Stock (60,500 underlying)
  • Disposition to Issuer

    Performance Stock Units

    [F3][F2]
    2026-06-25$24.55/sh−18,333$450,075→ 0 total
    Exercise: $0.00Exp: 2034-02-28→ Class A Common Stock (18,333 underlying)
  • Disposition to Issuer

    Performance Stock Units

    [F3][F2]
    2026-06-25$24.55/sh−60,500$1,485,275→ 0 total
    Exercise: $0.00Exp: 2035-02-13→ Class A Common Stock (60,500 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F3][F4]
    2026-06-25$24.55/sh−62,500$1,534,375→ 0 total
    Exercise: $0.00Exp: 2033-01-01→ Class A Common Stock (62,500 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F3][F5]
    2026-06-25$24.55/sh−21,875$537,031→ 0 total
    Exercise: $0.00Exp: 2034-02-28→ Class A Common Stock (21,875 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F3][F6]
    2026-06-25$24.55/sh−56,719$1,392,451→ 0 total
    Exercise: $0.00Exp: 2035-02-13→ Class A Common Stock (56,719 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    [F3][F5]
    2026-06-25$24.55/sh−188,984$4,639,557→ 0 total
    Exercise: $0.00Exp: 2036-02-11→ Class A Common Stock (188,984 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    [F3][F7]
    2026-06-25$20.55/sh−165,772$3,406,615→ 0 total
    Exercise: $4.00Exp: 2027-12-31→ Class A Common Stock (165,772 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    [F3][F7]
    2026-06-25$20.55/sh−69,338$1,424,896→ 0 total
    Exercise: $4.00Exp: 2028-12-31→ Class A Common Stock (69,338 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    [F3][F7]
    2026-06-25$20.15/sh−42,294$852,224→ 0 total
    Exercise: $4.40Exp: 2029-01-01→ Class A Common Stock (42,294 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    [F3][F7]
    2026-06-25$20.15/sh−103,619$2,087,923→ 0 total
    Exercise: $4.40Exp: 2030-01-01→ Class A Common Stock (103,619 underlying)
  • Disposition to Issuer

    Stock Options (right to buy)

    [F3][F7]
    2026-06-25$12.15/sh−157,495$1,913,564→ 280,005 total
    Exercise: $12.40Exp: 2031-03-07→ Class A Common Stock (157,495 underlying)
Footnotes (7)
  • [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 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.
  • [F3]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.
  • [F4]The reported RSUs were scheduled to vest on January 1, 2027.
  • [F5]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.
  • [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, 2028.
  • [F7]The reported Options were all fully vested.
Signature
/s/ Alphonse Valbrune, as Attorney-in-Fact, for Scott Stanley Erickson|2026-06-25

Documents

1 file
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    ownership.xmlPrimary

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