Clearwater Analytics Files 8-K

TL;DR

CWAN filed an 8-K on 6/12 for a 6/10 event, details TBD.

AI Summary

Clearwater Analytics Holdings, Inc. filed an 8-K on June 12, 2024, reporting an event that occurred on June 10, 2024. The filing is categorized under 'Other Events' and 'Financial Statements and Exhibits'. Specific details regarding the nature of the event or any financial implications are not provided in this excerpt.

Why It Matters

This filing indicates a material event has occurred for Clearwater Analytics Holdings, Inc., requiring disclosure to investors. The specific nature of the event is not detailed in this excerpt.

Risk Assessment

Risk Level: low — The filing itself is a standard disclosure document and does not inherently present new risks without further information on the event it reports.

Key Players & Entities

• Clearwater Analytics Holdings, Inc. (company) — Registrant
• June 10, 2024 (date) — Earliest event reported date
• June 12, 2024 (date) — Date of report

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-20240610.htm (8-K) — 34KB
• exhibit11-closing8xkjune20.htm (EX-1.1) — 218KB
• exhibit51-closing8xkjune20.htm (EX-5.1) — 21KB
• kelogo1aa.jpg (GRAPHIC) — 75KB
• kelogo2aa.jpg (GRAPHIC) — 41KB
• 0001628280-24-027745.txt ( ) — 606KB
• cwan-20240610.xsd (EX-101.SCH) — 2KB
• cwan-20240610_lab.xml (EX-101.LAB) — 22KB
• cwan-20240610_pre.xml (EX-101.PRE) — 13KB
• cwan-20240610_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. On June 10, 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 Warburg Pincus LLC and Permira Advisers LLC (collectively, the "Selling Stockholders") and Citigroup Global Markets Inc., as the sole underwriter (the "Underwriter"), relating to the public offering of 12,000,000 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, and the final prospectus supplement, dated June 10, 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 June 12, 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 subsidiaries, aff

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 June 1 0, 2024 , by and among Clearwater Analytics Holdings, Inc., CWAN Holdings, LLC, certain affiliates of W arburg Pincus LLC and Pe r mira Advisers LLC and Citigroup Global Markets Inc. as sole underwriter 5.1 Opinion of Kirkland & Ellis LLP, dated June 12 , 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: June 12, 2024 By: /s/ Jim Cox Jim Cox, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR