Erickson Scott Stanley 4

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.