Clearwater Analytics Holdings, INC. DEFA14A Filing

Key Financial Figures

• $8.4B — on valuing the company at approximately $8.4B ($24.55 per share) . The transaction is
• $24.55 — ing the company at approximately $8.4B ($24.55 per share) . The transaction is expecte
• $23B — At the center of this disruption is a $23B market opportunity . We are no longer a

Filing Documents

• defa14a.htm (DEFA14A) — 22KB
• image_01.jpg (GRAPHIC) — 2KB
• 0000950157-25-001019.txt ( ) — 26KB

From the Filing

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Clearwater Analytics Holdings, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 The following email was sent to employees of Clearwater Analytics Holdings, Inc. on December 21, 2025: All, Every few decades, a defining moment arrives that reshapes not just a company, but entire industries. The sheer breadth and speed of innovation in technology that we have witnessed in the past year is awe-inspiring, and everything will change – how we live, how we interact with each other, and our expectations from technology will all be fundamentally transformed. Today is one of those moments. The last one was the onset of the internet and when you think about the remarkable and life-altering changes that one technology has brought about in the last two decades, you will realize what I am talking about. In my opinion, changes that Generative AI, Artificial superintelligence and robotics will bring will make the internet pale in comparison. And then there is the evolving global order and the world of investing. Our industry is changing at an unprecedented speed. Portfolios span public and private assets and are increasingly global. Data volumes are exploding. Risk is increasingly real-time. And clients will be increasingly perplexed that with all the discussions about Generative AI, agentic interaction, artificial superintelligence, they cannot get a comprehensive view of their portfolios, or the ability to trade seamlessly or to get real time risk measures for their portfolios. That's the world we find ourselves in. There has never been a need to innovate faster, think bigger and reimagine what our clients need today, tomorrow and in the future. Today, CWAN announced that we've entered into a definitive agreement to be acquired by a consortium of private equity investors in a transaction valuing the company at approximately $8.4B ($24.55 per share) . The transaction is expected to close in the first half of 2026, subject to customary closing conditions, including regulatory approvals and a vote by our stockholders. This transaction creates a partnership between CWAN and a consortium of prominent global investors who invest in visionary companies and help them innovate and accelerate industry leadership. Two of these investors, Permira and Warburg Pincus, have been part of our journey since 2020, while Francisco Partners and Temasek are new to our story. Francisco Partners is based in the Bay Area and invests exclusively in tech and tech-enabled services while Temasek in Singapore brings extensive relationships across Asia. Collectively, their investment demonstrates strong confidence in our business model, long-term strategy, and growth prospects. As a private company, we will have greater flexibility to make long-term investments that accelerate platform integration, advance product innovation, including Gen AI, and expand our capabilities across public and private markets. This is about building more — more innovation, more integration, more scale, and an even stronger client experience. At the center of this disruption is a $23B market opportunity . We are no longer a small regional company – we are bigger than most companies focused on investment management. We must strive to become the disruptive leader in our industry. The winners will be those who can innovate quickly, integrate deeply, and solve the hardest problems with clarity and conviction. Over the past few years, we have worked towards getting the right components in place to build the next-generation solution. With Clearwater at the core, and the additions of JUMP, Wilshire, Enfusion, Beacon, and Blackstone's Bistro, we now have the foundation for a uniquely integrated, front-to-back platform built for the future of investing. For those of you who have been part of the Clearwater story for the last 8 years, this feels like another chapter in our company's history. From what was a private company owned largely by the founders, we morphed into a single PE-owned company, and then added two other PE sponsors, to a controlled public company and finally to a non-controlled public company. We have been through several changes to our capital structure. Today we start the n

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