Clearwater Analytics Holdings, INC. DEFA14A Filing

Key Financial Figures

• $8.4 billion — hat values the company at approximately $8.4 billion. b. Under the terms of the agreement
• $24.55 — reement, CWAN stockholders will receive $24.55 per share in cash upon completion of th
• $16.69 — over CWAN's undisturbed share price of $16.69 as of November 10, 2025, the last tradi
• $24 — .55. If the strike price is at or above $24.55, then those options will be cancelle

Filing Documents

• defa14a.htm (DEFA14A) — 91KB
• 0000950157-25-001025.txt ( ) — 92KB

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: Team - Thank you for taking the time to attend the town hall - I know it ran over meaningfully, but we wanted to answer as many questions as we could. Here is the FAQ I referred to during the Townhall. It contains details about some of the answers we provided. Please reach out to Cindy or her team, if you have any questions. Members of the ELT and I will try and get to as many offices as we can in January to do live Q&A sessions and answer any questions you may have. This is an exciting opportunity for us to emerge as an industry powerhouse, and I look forward to working with all you in the days and years ahead. Best, Sandeep Below is the attachment referred to in the email: Employee FAQ December 22, 2025 OVERVIEW 1. What is being announced? a. Clearwater Analytics (CWAN) has entered into a definitive agreement to be acquired by a consortium of private equity investors, including Permira, Warburg Pincus, Francisco Partners, and Temasek, in a transaction that values the company at approximately $8.4 billion. b. Under the terms of the agreement, CWAN stockholders will receive $24.55 per share in cash upon completion of the proposed transaction. The per-share purchase price represents a premium of 47% over CWAN's undisturbed share price of $16.69 as of November 10, 2025, the last trading day prior to media reports regarding a potential transaction. c. The transaction is expected to close in the first half of 2026, subject to customary closing conditions, including receipt of regulatory approvals and a vote by CWAN stockholders. 2. Who is acquiring CWAN? a. CWAN is being acquired by Permira, Warburg Pincus, Francisco Partners, and Temasek. b. Permira and Warburg Pincus have been on this journey with us for years. They first invested in Clearwater Analytics in 2020, know our business deeply, and continue to back our team, strategy, and long-term vision. Our current board includes Andy Young from Permira and Cary Davis from Warburg Pincus. c. Francisco Partners is joining as a new investor. They bring strong technology and software expertise, supporting our continued investment in innovation—including Gen AI—and our vision to build a front-to-back platform. Temasek adds long-term strategic investment experience and a strong presence in APAC, which is a priority growth market for CWAN. 3. What does this mean for employees? a. What happens to my vested RSUs / PSUs and Options? i. RSUs and PSUs granted that are vested when the transaction closes will be settled shortly thereafter for the same $24.55 per share received by stockholders. ii. All options will also be settled shortly after closing for the difference between the strike price and $24.55. If the strike price is at or above $24.55, then those options will be cancelled for no payment at closing. b. What happens to my unvested RSUs and PSUs that were issued prior to the announcement? i. All RSUs that remain unvested at the time of closing will continue to vest on the schedule that has been outlined in your grant letter. ii. All PSUs that remain unvested at the time of closing will continue to vest on the schedule that has been outlined in the grant letter, but solely based on the time-based conditions in your grant letter. Given our recent financial performance, the performance condition will be deemed achieved at the maximum 110% level. iii. As your awards vest after closing, instead of receiving shares you will receive cash equal to $24.55 per share at the next payroll date following the vesting. Normal taxes will be withheld in the regular course. c. What happens to vesting that is scheduled to occur prior to the closing of the transaction? i. As the transaction is currently expected to close in the first half of 2026, awards that vest prior to close will vest normally as per the terms set forth in the grant letter. d. What about the ESPP (Employee Stock Purchase Plan)? i. If the transaction closes prior to the end of the current offering p

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