Clearwater Analytics Holdings Inc.

06/25/2026 | Press release | Distributed by Public on 06/25/2026 18:14

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Das Souvik
2. Issuer Name and Ticker or Trading Symbol
Clearwater Analytics Holdings, Inc. [CWAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O CLEARWATER ANALYTICS HOLDINGS, INC., 777 W. MAIN STREET, SUITE 900
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026
(Street)
BOISE, ID 83702
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 06/25/2026 D 180,372(1) D $24.55(2) 0 D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units $ 0 06/25/2026 A 27,500 (3) 02/28/2034 Class A Common Stock 27,500 $24.55(4) 27,500 D
Performance Stock Units $ 0 06/25/2026 A 60,500 (3) 02/13/2035 Class A Common Stock 60,500 $24.55(4) 60,500 D
Performance Stock Units $ 0 06/25/2026 D 27,500 (3) 02/28/2034 Class A Common Stock 27,500 $24.55(4) 0 D
Performance Stock Units $ 0 06/25/2026 D 60,500 (3) 02/13/2035 Class A Common Stock 60,500 $24.55(4) 0 D
Restricted Stock Units $ 0 06/25/2026 D 75,000 (5) 01/01/2033 Class A Common Stock 75,000 $24.55(4) 0 D
Restricted Stock Units $ 0 06/25/2026 D 32,812 (6) 02/28/2034 Class A Common Stock 32,812 $24.55(4) 0 D
Restricted Stock Units $ 0 06/25/2026 D 56,719 (7) 02/13/2035 Class A Common Stock 56,719 $24.55(4) 0 D
Restricted Stock Units $ 0 06/25/2026 D 124,729 (6) 02/11/2036 Class A Common Stock 124,729 $24.55(4) 0 D
Stock Options (right to buy) $17.84 06/25/2026 D 236,287 (8) 08/02/2031 Class A Common Stock 236,287 $6.71(4) 263,713 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Das Souvik
C/O CLEARWATER ANALYTICS HOLDINGS, INC.
777 W. MAIN STREET, SUITE 900
BOISE, ID 83702
Chief Technology Officer

Signatures

/s/ Alphonse Valbrune, as Attorney-in-Fact, for Souvik Das 06/25/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reported securities include 263 shares purchased on May 29, 2026, pursuant to the Issuer's Employee Stock Purchase Plan.
(2) 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").
(3) 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.
(4) 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.
(5) The reported RSUs were scheduled to vest on January 1, 2027.
(6) 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.
(7) 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.
(8) The reported Options were all fully vested.
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Clearwater Analytics Holdings Inc. published this content on June 25, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 26, 2026 at 00:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]