Clearwater Analytics (CWAN) Proxy Filing summary

Executive summary

• A special meeting is called to vote on a proposed merger where shareholders will receive $24.55 per share in cash, with the company becoming a wholly owned subsidiary of a consortium led by Permira, Warburg Pincus, Francisco Partners, and Temasek.

• The board, following a unanimous recommendation from a special committee of independent directors, determined the merger is fair and in the best interests of shareholders and unaffiliated security holders.

• The merger is structured as a “going private” transaction, with a comprehensive process including a pre-signing market check, a go-shop period, and fairness opinions from PJT Partners and J.P. Morgan.

• The transaction is expected to close in the second quarter of 2026, subject to shareholder and regulatory approvals.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) adoption of the merger agreement, (2) advisory approval of executive compensation in connection with the merger, and (3) adjournment of the meeting if necessary to solicit additional proxies.

• Approval of the merger requires both a majority of outstanding voting power and a majority of votes cast by disinterested stockholders.

• The board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• A special committee of independent, disinterested directors was formed to evaluate the merger and other strategic alternatives, with full authority over the process.

• The special committee retained independent legal and financial advisors and conducted a thorough market check and negotiation process.

• The board’s approval excluded directors affiliated with the acquiring consortium.