Clearwater Analytics Holdings, Inc. DEFA14A Filing

From the Filing

0000950157-25-001025.txt : 20251223 0000950157-25-001025.hdr.sgml : 20251223 20251222212704 ACCESSION NUMBER: 0000950157-25-001025 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20251223 DATE AS OF CHANGE: 20251222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwater Analytics Holdings, Inc. CENTRAL INDEX KEY: 0001866368 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 251594511 BUSINESS ADDRESS: STREET 1: 777 W. MAIN STREET, SUITE 900 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 208-918-2400 MAIL ADDRESS: STREET 1: 777 W. MAIN STREET, SUITE 900 CITY: BOISE STATE: ID ZIP: 83702 DEFA14A 1 defa14a.htm UNITED STATES 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 You