Short answer
Clearwater Analytics Holdings, Inc. (CWAN) filed an 8-K current report with the SEC on June 25, 2026 reporting Item 3.03 (Material Modification to Rights of Security Holders), Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 2.03 (Creation of a Direct Financial Obligation), Item 2.04 (Triggering Events That Accelerate or Increase a Direct Financial Obligation), Item 3.01 (Notice of Delisting), Item 5.01 (Changes in Control of Registrant), Item 5.02 (Departure/Election of Directors or Officers), Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Existing credit agreement debt fully repaid on June 25, 2026, in connection with the merger.
- This filing includes Item 2.04 and Item 3.01, items that often signal trouble.
Clearwater Analytics Holdings, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Existing credit agreement debt fully repaid on June 25, 2026, in connection with the merger
- All borrowing commitments under the agreement terminated
- Related guarantees and collateral liens discharged and released
- Debt payoff removes associated secured obligations and lender claims post-merger
Item 1.02 · Termination of a Material Definitive Agreement
- Clearwater Analytics completed its acquisition by Parent and became a wholly owned subsidiary
- Shareholders received $24.55 cash per Class A share, excluding holders exercising appraisal rights
- Class B shares were canceled after OpCo unit holders exchanged units for Class A shares
- Outstanding equity awards converted to cash based on $24.55 per share, with unvested RSUs retaining vesting conditions
Item 2.01 · Completion of Acquisition or Disposition of Assets
- No Item 2.01 acquisition or disposition details provided in the excerpt
- Text instead references Item 2.03 financial obligations and the Introductory Note
- Investors should review the referenced sections for borrowing terms and transaction context
Item 2.03 · Creation of a Direct Financial Obligation
- Item 2.03 references the Introductory Note for details on an event affecting Clearwater Analytics’ direct financial obligations
- Investors should review the Introductory Note to determine the obligation’s amount, terms, and potential balance-sheet impact
Item 2.04 · Triggering Events That Accelerate or Increase a Direct Financial Obligation
- Merger completed June 25, 2026, triggering suspension and removal of Clearwater Class A shares from NYSE trading
- NYSE Form 25 requested to delist and deregister Class A common stock under Exchange Act Section 12(b)
- Planned Form 15 filing would terminate registration and suspend ongoing SEC reporting obligations
- Public-market liquidity and routine disclosure expected to end following merger completion
Item 3.03 · Material Modification to Rights of Security Holders
- Merger completed, triggering a change of control and making Clearwater Analytics a wholly owned subsidiary of Parent
- Equityholders received approximately $7.4 billion in total cash consideration
- Acquisition funded with approximately $5.7 billion of consortium equity investments
- Approximately $2.7 billion of debt financing increases transaction leverage at the new private owner
Item 5.01 · Changes in Control of Registrant
- Merger completion triggered wholesale Board turnover, indicating Clearwater is now under new ownership control
- Former directors resigned; Peter Flynn and Thomas Lafrance joined the Board from Merger Sub
- Parent removed all directors except Sandeep Sahai and elected Jim Cox, consolidating governance authority
- 2021 Omnibus, Enfusion 2021 incentive, and employee stock purchase plans terminated at closing
Item 5.02 · Departure/Election of Directors or Officers
- Merger closing triggered complete restatement of CWAN’s certificate of incorporation and bylaws effective June 25, 2026
- Updated governing documents may alter shareholder rights, board governance, and merger-related corporate procedures
- Second Amended and Restated Certificate of Incorporation filed as Exhibit 3.1
- Second Amended and Restated Bylaws filed as Exhibit 3.2
Item 5.03 · Amendments to Articles of Incorporation or Bylaws
- Joint press release announced consummation of Clearwater Analytics’ merger with the Consortium
- Merger completion marks a transition from announced transaction to closed ownership event
- Exhibit 99.1 contains the substantive transaction details for investor review
Item 7.01 · Regulation FD Disclosure
- Item 7.01 contains only standard Regulation FD filing-status language
- No substantive business, financial, or investor-relevant disclosure appears in the provided text
Item EX-99.1 · Exhibit EX-99.1
- $8.4B take-private acquisition completed by Permira and Warburg Pincus, supported by Francisco Partners and Temasek
- Stockholders received $24.55 per share in cash, approximately 47% above the November 10, 2025 undisturbed price
- Clearwater Class A shares ceased trading on the NYSE, eliminating public-market liquidity and ongoing reporting exposure
- Private ownership intended to accelerate AI roadmap and next-generation platform investment
- Platform supports institutional investors managing over $10T in assets globally
Other items in this filing:
- Item 3.01: Notice of Delisting
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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