Clearwater Analytics (CWAN) Proxy filing summary

Executive summary

• A special meeting is scheduled for May 6, 2026, for shareholders to vote on a proposed merger where GT Silver Merger Sub, a subsidiary of GT Silver BidCo (affiliated with Permira), will merge with the company, making it a wholly owned subsidiary of Parent, owned by funds managed by Permira, Warburg Pincus, Francisco Partners, and Temasek.

• Each share of Class A common stock will be converted into the right to receive $24.55 in cash, representing a significant premium over recent trading prices.

• The board established a Special Committee of independent directors to evaluate the merger, which, after extensive review and negotiation, unanimously recommended the transaction as fair and in the best interests of shareholders.

• The board (excluding conflicted directors) also unanimously recommends shareholders vote in favor of the merger and related proposals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the Merger Agreement, (2) an advisory (nonbinding) vote on executive compensation related to the merger, and (3) approval of any adjournment of the meeting to solicit additional proxies if needed.

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

• The board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The Special Committee was composed solely of independent, disinterested directors, empowered to oversee the process, negotiate terms, and recommend the transaction.

• The board’s approval excluded directors affiliated with major shareholders involved in the buyout.

• The process included a pre-signing market check and a post-signing go-shop period to solicit alternative proposals.