Clearwater Analytics eliminates all super-voting shares after WCAS stake drops below 5%

Clearwater Analytics Holdings, Inc.

All outstanding super-voting Class C and Class D shares (10 votes each) auto-converted to single-vote Class B and Class A shares on June 12, 2025.
Conversion triggered by WCAS selling ~14.1M shares, reducing ownership to ~1.7%; Permira and Warburg Pincus had already exited super-voting positions.
Total outstanding shares unchanged; economic interests for former super-voting holders remain identical.
Certificate of Retirement filed to reduce authorized capital; Class A common stock continues trading as CWAN with same CUSIP.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Clearwater Analytics Holdings, Inc.: Filed a Certificate of Retirement to retire converted Class C and Class D common stock and reduce authorized shares (effective 2025-06-12).

Change: charter amendment
Effective: 2025-06-12

Exact text from the filing

the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware to effect the retirement of the shares of Class C Common Stock and Class D Common Stock that were issued but not outstanding following the Conversion and to accordingly reduce the Company's total number of authorized shares of capital stock by the number of retired shares of Class C Common Stock and Class D Common Stock.

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Clearwater Analytics Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-25-141408

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