Regulation FD Disclosure (Form 8-K)

Item 7.01 Regulation FD Disclosure.

As previously announced, on December 20, 2025, Clearwater Analytics Holdings, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with GT Silver BidCo, Inc., a Delaware corporation ("Parent"), and GT Silver Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, on the terms and conditions set forth therein and in accordance with the Delaware General Corporation Law (the "DGCL"), Merger Sub will merge with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger").

The closing of the Merger is conditioned upon, among other things, the approval by the Australian Treasurer under the Foreign Acquisitions and Takeovers Act 1975 of Australia, as amended, pursuant to which certain acquisitions by foreign persons of Australian companies, businesses and real property assets, including the Merger, must be notified to the Foreign Investment Review Board ("FIRB") for approval. Approval by the Australian Treasurer pursuant to the FIRB approval process was granted effective June 19, 2026. The Company has now obtained all required regulatory approvals that are conditions to the closing of the Merger. The Merger (the "Proposed Transaction") is expected to close in the second quarter of 2026, subject to the satisfaction or waiver of other customary closing conditions.

The information in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Use of Forward-Looking Statements

This report contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning the Company's expectations with respect to the Proposed Transaction, including the timing thereof, and the Company's possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry, economic and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "aim," "may," "plan," "potential," "predict," "project," "seek," "should," "will," "would" or similar expressions and the negatives of those terms, but are not the exclusive means of identifying such statements.