Clearwater Analytics (CWAN) Proxy Filing summary

Executive summary

• Announced a merger agreement with GT Silver BidCo, Inc., with the company to become a wholly owned subsidiary upon completion of the merger, expected in Q2 2026.

• Early termination of the HSR Act waiting period was granted, clearing a key regulatory hurdle for the merger.

• The merger is subject to customary closing conditions, including shareholder approval and regulatory consents.

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

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement, requiring a majority of both total voting power and disinterested stockholder votes.

• A special meeting of stockholders will be convened to approve the proposed transaction.

Board of directors and corporate governance

• Directors, executive officers, and employees will be considered participants in the proxy solicitation for the merger.

• Information about directors and executive officers is available in the 2025 Proxy Statement and will be updated as needed.