Clearwater Analytics Files Preliminary Proxy Statement

TL;DR

Clearwater Analytics (CWAN) filed a PRER14A on 4/3/26. Proxy materials incoming.

AI Summary

Clearwater Analytics Holdings, Inc. filed a preliminary proxy statement (PRER14A) on April 3, 2026. The filing, which includes various graphic materials, pertains to soliciting materials for the company. The company's mailing and business address is 777 W. Main Street, Suite 900, Boise, ID 83702.

Why It Matters

This filing indicates that Clearwater Analytics is preparing for a shareholder meeting or vote, which could involve significant corporate actions or decisions.

Risk Assessment

Risk Level: low — A preliminary proxy statement is a routine filing for corporate governance and does not inherently signal significant risk.

Key Players & Entities

• Clearwater Analytics Holdings, Inc. (company) — Filer of the PRER14A
• 0001866368 (company) — CIK number for Clearwater Analytics Holdings, Inc.
• 777 W. MAIN STREET, SUITE 900 BOISE ID 83702 (company) — Mailing and Business Address

FAQ

Key Financial Figures

• $0.001 — hare of Class A common stock, par value $0.001 per share, of the Company (the "Company
• $24.55 — t to receive an amount in cash equal to $24.55 per share, without interest (the "Merge
• $0 — ares of Class A common stock, par value $0.001, and Class B common stock, par valu

Filing Documents

• d49219dprer14a.htm (PRER14A) — 2306KB
• g49219dsp003.jpg (GRAPHIC) — 254KB
• g49219dsp004.jpg (GRAPHIC) — 114KB
• g49219g00x14.jpg (GRAPHIC) — 53KB
• g49219g00x18.jpg (GRAPHIC) — 56KB
• g49219g00y14.jpg (GRAPHIC) — 24KB
• g49219g10q76.jpg (GRAPHIC) — 40KB
• g49219g38y35.jpg (GRAPHIC) — 42KB
• g49219g64x62.jpg (GRAPHIC) — 23KB
• 0001193125-26-141221.txt ( ) — 3132KB

From the Filing

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No. 1) 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 Table of Contents PRELIMINARY PROXY MATERIALS — SUBJECT TO COMPLETION, DATED April 3, 2026 Clearwater Analytics Holdings, Inc. 777 W. Main Street Suite 900 Boise, Idaho 83702 [], 2026 Dear Clearwater Analytics Holdings Stockholder: You are cordially invited to attend a special meeting (such meeting, including any adjournment or postponement thereof, the "Special Meeting") of the stockholders of Clearwater Analytics Holdings, Inc., a Delaware corporation (the "Company", "we" or "us") in a virtual meeting format on [], 2026 at [] Eastern Time (unless the Special Meeting is adjourned or postponed). In order to attend or vote at the Special Meeting, you must register in advance by [], 2026 at [] Eastern Time at []. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the Special Meeting and will also permit you to vote and submit questions during the Special Meeting. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to "present" shall mean virtually present at the Special Meeting. On December 20, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with GT Silver BidCo, Inc., a Delaware corporation ("Parent"), and GT Silver Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, on the terms and the conditions set forth therein and in accordance with the Delaware General Corporation Law (the "DGCL"), Merger Sub will merge with and into the Company (the "Merger", and together with the other transactions contemplated by the Merger Agreement, collectively, the "Transactions") with the Company surviving the Merger as a wholly owned subsidiary of Parent. The corporation surviving the Merger will be collectively owned, directly or indirectly, by certain funds managed by Permira Advisers LLC ("Permira"), Warburg Pincus LLC ("Warburg Pincus"), Francisco Partners Management, L.P. and Temasek Holdings (Private) Limited. On the terms and subject to the conditions set forth in the Merger Agreement, 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 of the Merger (the "Effective Time") (other than shares of Company Class A Common Stock (i) owned by Parent or Merger Sub, (ii) owned by the Company as treasury shares or (iii) held by any person who properly exercises appraisal rights under the DGCL) will be converted, at the Effective Time, into the right to receive an amount in cash equal to $24.55 per share, without interest (the "Merger Consideration"). The board of directors of the Company (the "Board") established a special committee of the Board comprised solely of independent and disinterested directors of the Company (the "Special Committee") to review, consider, evaluate and negotiate the Merger Agreement, as well as consider other strategic alternatives, make a determination as to whether the Transactions are fair to, advisable and in the best interests of, the Company and its stockholders and make a recommendation to the Board with respect to the Transactions. The Special Committee, as more fully described in the accompanying proxy statement, evaluated the Merger Agreement and the Transactions, including the Merger, in consultation with its own independent legal and financial advisors, and considered various factors. After careful consideration, the Special Committee, at a meeting duly called and held, determined to recommend approval of the Transactions and unanimously: Table of Contents (i) determined that the Merger Agreement and the Transactions, on the terms and subject to the conditions set forth in the Merger Agreement, are fair to, advisable and in the best interests of the Company and its stockholders; (ii) determined that the Merger Agreement and the Transactions are fair (as used in Item 1014(a) of Regulation M-A) to, and in the best interests of, the "unaffili

View Full Filing

View this PRER14A filing on SEC EDGAR