Clearwater Analytics (CWAN) Proxy Filing summary

Executive summary

• The go-shop period for the proposed merger expired on January 23, 2026, with no alternative acquisition proposals received from third parties.

• The company is now subject to no-shop restrictions, limiting its ability to solicit or negotiate alternative acquisition proposals, with certain exceptions.

• Forward-looking statements address expectations for the transaction, including timing, business strategies, and potential risks.

• Risks include potential failure to complete the transaction, regulatory approval issues, and possible negative impacts on business operations and relationships.

• The company will file a proxy statement and other relevant materials with the SEC for shareholder approval of the proposed transaction.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the proposed acquisition at a special meeting, with details to be provided in the forthcoming proxy statement.

• The company and certain affiliates will jointly file a Schedule 13E-3 transaction statement regarding the proposed transaction.

Board of directors and corporate governance

• A special committee of the board, with independent financial advisors, oversaw the solicitation of alternative acquisition proposals.

• Six parties entered confidentiality agreements and accessed non-public information, but no alternative proposals were received.