Clearwater Analytics Files 8-K

TL;DR

CWAN filed an 8-K on March 11 for an event on March 6. Details TBD.

AI Summary

Clearwater Analytics Holdings, Inc. filed an 8-K on March 11, 2024, reporting an event that occurred on March 6, 2024. The filing pertains to "Other Events" and "Financial Statements and Exhibits." No specific financial figures or significant business events were detailed in the provided excerpt.

Why It Matters

This filing indicates a regulatory update from Clearwater Analytics, Inc., though the specific details of the event are not provided in this excerpt.

Risk Assessment

Risk Level: low — The filing is a standard 8-K for 'Other Events' and 'Financial Statements and Exhibits' without immediate disclosed financial impact.

Key Players & Entities

• Clearwater Analytics Holdings, Inc. (company) — Registrant
• 0001628280-24-010135 (filing_id) — Accession Number
• March 6, 2024 (date) — Earliest event date
• March 11, 2024 (date) — Filing date
• 777 W. Main Street Suite 900 Boise , ID 83702 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — stered Class A common stock, par value $0.001 per share CWAN New York Stock Exchange

Filing Documents

• cwan-20240306.htm (8-K) — 33KB
• exhibit11-closing8xkx31120.htm (EX-1.1) — 211KB
• exhibit51-closing8xkx31120.htm (EX-5.1) — 21KB
• kelogo1a.jpg (GRAPHIC) — 75KB
• kelogo2a.jpg (GRAPHIC) — 41KB
• 0001628280-24-010135.txt ( ) — 596KB
• cwan-20240306.xsd (EX-101.SCH) — 2KB
• cwan-20240306_lab.xml (EX-101.LAB) — 22KB
• cwan-20240306_pre.xml (EX-101.PRE) — 13KB
• cwan-20240306_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. On March 6, 2024, Clearwater Analytics Holdings, Inc. ("Clearwater" or the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), by and among the Company, CWAN Holdings, LLC, certain affiliates of Welsh, Carson, Anderson & Stowe (collectively, the "Selling Stockholders") and J.P. Morgan Securities LLC, as the sole underwriter (the "Underwriter"), relating to the public offering of 16,250,000 shares of the Company's Class A common stock, par value $0.001 per share (the "Common Stock"), by the Selling Stockholders (the "Offering"). The Underwriting Agreement contains customary representations, warranties, covenants and indemnification obligations of the Company, the Selling Stockholders and the Underwriter, as well as termination and other customary provisions. The Offering was made pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333-270350) that became effective under the Securities Act of 1933, as amended, when filed with the United States Securities and Exchange Commission (the "SEC") on March 8, 2023, a related prospectus supplement dated November 6, 2023 (the "Prospectus Supplement"), and the final prospectus supplement, dated March 6, 2024. The Company did not sell any Common Stock in the Offering and will not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholders in the Offering. The Offering closes on March 11, 2024. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The Underwriting Agreement and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting Agreement. They are not intended to provide any other factual information about the Company, its s

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d): The following exhibits are being filed herewith: Exhibit Number Description 1.1 Underwriting Agreement, dated as of March 6, 2024 , by and among Clearwater Analytics Holdings, Inc., CWAN Holdings, LLC, certain affiliates of Welsh, Carson, Anderson & Stowe and J.P. Morgan Securities LLC as sole underwriter 5.1 Opinion of Kirkland & Ellis LLP, dated March 11, 2024 23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Clearwater Analytics Holdings, Inc. Date: March 11, 2024 By: /s/ Jim Cox Jim Cox, Chief Financial Officer

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View this 8-K filing on SEC EDGAR