{"url_path":"/sec/cwan/8-k/2026-06-25/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition of Assets.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1866368/0001193125-26-282050-index.html","accession_number":"0001193125-26-282050","cik":"0001866368","ticker":"CWAN","issuer_name":"Clearwater Analytics Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1866368/0001193125-26-282050-index.html","primary_entity_key":"0001866368","primary_entity_name":"Clearwater Analytics Holdings, Inc."},"word_count":576,"has_tables":true,"body_markdown":"Item 2.01\n\nCompletion of Acquisition or Disposition of Assets.\n\nAs described above, at the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, (i) Parent completed its previously announced acquisition of the Company, (ii) the Company became a wholly owned subsidiary of Parent and (iii) 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, including each share of Company Class A Common Stock resulting from the OpCo Units Exchange (as defined below) (other than shares of Company Class A Common Stock (a) owned by Parent or Merger Sub, (b) owned by the Company as treasury shares or (c) held by any person who properly exercised appraisal rights under the DGCL), was converted into the right to receive an amount in cash equal to $24.55 per share, without interest (the “Merger Consideration”).\n\nImmediately prior to the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the limited liability agreement of CWAN Holdings, LLC, a Delaware limited liability company (“OpCo”), and the Company’s certificate of incorporation, the Company required each holder of Class A Common Units of OpCo (the “OpCo Units”) to exchange all of such holder’s OpCo Units and shares of Class B common stock, par value $0.001 per share, of the Company (the “Company Class B Common Stock”) for shares of Company Class A Common Stock (the “OpCo Units Exchange”). Immediately upon consummation of the OpCo Units Exchange, each share of Company Class B Common Stock was automatically canceled, such that no shares of Company Class B Common Stock remained outstanding as of immediately prior to the Effective Time.\n\nIn addition, on the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time and except as set forth below, each outstanding award with respect to Company Class A Common Stock was canceled in exchange for a cash award equal to the Merger Consideration multiplied by the number of shares of Company Class A Common Stock subject to the award (determined assuming the achievement of any performance-vesting conditions at the maximum level), less the aggregate exercise price in the case of awards that were an option to purchase shares of Company Class A Common Stock (“Options”).\n\nIn the case of restricted stock units with respect to Company Class A Common Stock (“RSUs”) that were held by a non-employee member of the board of directors of the Company (the “Board”) and all other RSUs that were vested as of the Effective Time, the resulting cash award was fully vested and became payable at the Effective Time. In the case of all other RSUs, the resulting cash award remains subject to all time-vesting terms and conditions that applied to the underlying award as of the Effective Time.\n\nThe foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2025, the terms of which are incorporated herein by reference.\n\nThe information in the Introductory Note, Item 1.01 and Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01."}