--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-282050" form_type: "8-K" ticker: "CWAN" cik: "0001866368" company_name: "Clearwater Analytics Holdings, Inc." filed_at: "2026-06-25T14:16:38+00:00" generated_at: "2026-06-25T14:18:14.519976+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Clearwater Analytics completes $8.4B take-private by Permira and Warburg Pincus ## Summary - Stockholders receive $24.55/share cash; ~47% premium over undisturbed price on Nov 10, 2025. - Total cash consideration to equityholders ~$7.4B; transaction valued at ~$8.4B including debt. - New board appointed; former directors resigned; Peter Flynn and Thomas Lafrance appointed, then Jim Cox elected. - Old credit agreement repaid; new $2.7B term loan, $500M delayed draw, $325M revolver entered. - Company will delist from NYSE and deregister; intends to file Form 15 to suspend reporting. ## SEC filing metadata - accession: 0001193125-26-282050 - form_type: 8-K - ticker: CWAN - cik: 0001866368 - company_name: Clearwater Analytics Holdings, Inc. - filed_at: 2026-06-25T14:16:38+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 2.04, 3.01, 3.03, 5.01, 5.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/d21570d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-282050 - JSON: https://secwatch.observer/filing/0001193125-26-282050.json - Plain text: https://secwatch.observer/filing/0001193125-26-282050.txt ## Key facts - Executive change Christopher Hooper resigned as Director at Clearwater Analytics Holdings, Inc.. - Action: resigned - Role: Director source text: Effective upon the consummation of the Merger, each of Dr. Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Bas NieuweWeme resigned as Director at Clearwater Analytics Holdings, Inc.. - Action: resigned - Role: Director source text: Effective upon the consummation of the Merger, each of Dr. Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Thomas Lafrance was appointed as Director at Clearwater Analytics Holdings, Inc.. - Action: appointed - Role: Director source text: the directors of Merger Sub immediately prior to the Effective Time, Peter Flynn and Thomas Lafrance, were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Thomas Lafrance was removed as Director at Clearwater Analytics Holdings, Inc.. - Action: removed - Role: Director source text: Immediately thereafter, Parent, as the sole stockholder of the Company, removed all of the directors of the Company (other than Sandeep Sahai) and elected Jim Cox to serve as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Dr. Mukesh Aghi resigned as Director at Clearwater Analytics Holdings, Inc.. - Action: resigned - Role: Director source text: Effective upon the consummation of the Merger, each of Dr. Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Jacques Aigrain resigned as Director at Clearwater Analytics Holdings, Inc.. - Action: resigned - Role: Director source text: Effective upon the consummation of the Merger, each of Dr. Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Andrew Young resigned as Director at Clearwater Analytics Holdings, Inc.. - Action: resigned - Role: Director source text: Effective upon the consummation of the Merger, each of Dr. Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Jim Cox was elected as Director at Clearwater Analytics Holdings, Inc.. - Action: elected - Role: Director source text: Immediately thereafter, Parent, as the sole stockholder of the Company, removed all of the directors of the Company (other than Sandeep Sahai) and elected Jim Cox to serve as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change D. Scott Mackesy resigned as Director at Clearwater Analytics Holdings, Inc.. - Action: resigned - Role: Director source text: Effective upon the consummation of the Merger, each of Dr. Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Peter Flynn was removed as Director at Clearwater Analytics Holdings, Inc.. - Action: removed - Role: Director source text: Immediately thereafter, Parent, as the sole stockholder of the Company, removed all of the directors of the Company (other than Sandeep Sahai) and elected Jim Cox to serve as a director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Cary Davis resigned as Director at Clearwater Analytics Holdings, Inc.. - Action: resigned - Role: Director source text: Effective upon the consummation of the Merger, each of Dr. Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Peter Flynn was appointed as Director at Clearwater Analytics Holdings, Inc.. - Action: appointed - Role: Director source text: the directors of Merger Sub immediately prior to the Effective Time, Peter Flynn and Thomas Lafrance, were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Lisa Jones resigned as Director at Clearwater Analytics Holdings, Inc.. - Action: resigned - Role: Director source text: Effective upon the consummation of the Merger, each of Dr. Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Executive change Eric Lee resigned as Director at Clearwater Analytics Holdings, Inc.. - Action: resigned - Role: Director source text: Effective upon the consummation of the Merger, each of Dr. Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Governance Changes Clearwater Analytics Holdings, Inc.: Amended and restated the bylaws in connection with the Merger (effective 2026-06-25). - Change: bylaw amendment - Effective: 2026-06-25 source text: the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Governance Changes Clearwater Analytics Holdings, Inc.: Amended and restated the certificate of incorporation in connection with the Merger (effective 2026-06-25). - Change: charter amendment - Effective: 2026-06-25 source text: the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - M&A Transactions Clearwater Analytics Holdings, Inc. underwent a change of control involving GT Silver BidCo, Inc. (Parent) for $24.55 per share in cash (closed 2026-06-25). - Action: change of control - Counterparty: GT Silver BidCo, Inc. (Parent) - Consideration: $24.55 per share in cash - Closing: 2026-06-25 source text: As described above, at the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, (i) Parent completed its previously announced acquisition of the Company, (ii) the Company became a wholly owned subsidiary of Parent and (iii) each share of Class A common stock, par value $0.001 per share, of the Company (the “ Company Class A Common Stock ”) issued and outstanding immediately prior to the Effective Time, including each share of Company Class A Common Stock resulting from the OpCo Units Exchange (as defined below) (other than shares of Company Class A Common Stock (a) owned by Parent or Merger Sub, (b) owned by the Company as treasury shares or (c) held by any person who properly exercised appraisal rights under the DGCL), was converted into the right to receive an amount in cash equal to $24.55 per share, without interest (the “ Merger Consideration ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Material Agreements Clearwater Analytics Holdings, Inc. entered into Credit Agreement with Goldman Sachs Private Credit Corp., as administrative agent, and the lenders and issuing banks from time to time party thereto. - Action: entry - Agreement: credit facility - Counterparty: Goldman Sachs Private Credit Corp., as administrative agent, and the lenders and issuing banks from time to time party thereto source text: Substantially concurrently with the closing of the Merger, Parent, as a guarantor, Merger Sub, as the initial borrower, and the Company, as a borrower, entered into that certain Credit Agreement (the “ Credit Agreement ”) by and among Goldman Sachs Private Credit Corp., as administrative agent, the lenders and issuing banks from time to time party thereto evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm - Material Agreements Clearwater Analytics Holdings, Inc. terminated Existing Credit Agreement with CWAN Acquisition, LLC, Clearwater Analytics, LLC, the lenders and the issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (effective 2026-06-25). - Action: termination - Agreement: credit facility - Counterparty: CWAN Acquisition, LLC, Clearwater Analytics, LLC, the lenders and the issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent - Effective: 2026-06-25 source text: On June 25, 2026, in connection with the Merger, all outstanding indebtedness under that certain Credit Agreement, dated as of April 21, 2025, by and among, CWAN Acquisition, LLC, a Delaware limited liability company, Clearwater Analytics, LLC, a Delaware limited liability company, the lenders and the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified prior to the closing of the Merger, the “ Existing Credit Agreement ”), was repaid in full and all commitments thereunder were terminated. evidence_url: https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/0001193125-26-282050-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.