Clearwater Analytics Holdings, Inc.

false 0001866368 --12-31 0001866368 2026-06-25 2026-06-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2026 Clearwater Analytics Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40838 87-1043711 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 777 W. Main Street Suite 900 Boise , Idaho 83702 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: 208 433-1200 Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.001 per share CWAN New York Stock Exchange LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Introductory Note. As previously disclosed, on December 20, 2025, Clearwater Analytics Holdings, Inc., a Delaware corporation (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 ”), which provides for the merger of Merger Sub with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the “ Merger ”). On June 25, 2026 (the “ Closing Date ”), on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Delaware General Corporation Law (the “ DGCL ”), the Merger was consummated. At the effective time of the Merger (the “ Effective Time ”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned subsidiary of Parent. Item 1.01 Entry into a Material Definitive Agreement. Credit Agreement Substantially concurrently with the closing of the Merger, Parent, as a guarantor, Merger Sub, as the initial borrower, and the Company, as a borrower, entered into that certain Credit Agreement (the “ Credit Agreement ”) by and among Goldman Sachs Private Credit Corp., as administrative agent, the lenders and issuing banks from time to time party thereto, which provides for (i) a senior secured term loan facility in an aggregate principal amount of $2,700,000,000, (ii) a senior secured delayed draw term loan facility in an aggregate principal amount of $500,000,000 and (iii) a senior secured revolving credit facility in an aggregate principal amount of $325,000,000. The obligations under the Credit Agreement are guaranteed by Parent and certain other wholly owned domestic subsidiaries of the Company and are secured on a first-priority basis by substantially all assets of the borrower and the guarantors (subject to certain exclusions and exceptions). The Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of this type. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. Item 1.02 Termination of a Material Definitive Agreement. On June 25, 2026, in connection with the Merger, all outstanding indebtedness under that certain Credit Agreement, dated as of April 21, 2025, by and among, CWAN Acquisition, LLC, a Delaware limited liability company, Clearwater Analytics, LLC, a Delaware limited liability company, the lenders and the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified prior to the closing of the Merger, the “ Existing Credit Agreement ”), was repaid in full and all commitments thereunder were terminated. Additionally, the guarantees and liens securing the indebtedness under the Existing Credit Agreement were discharged and released. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. Item 2.01 Completion of Acquisition or Disposition of Assets. As 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 ”). Immediately 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. In 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 ”). In 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 re