Clearwater Analytics Holdings, Inc. - Acquisition by GT Silver BidCo, Inc. (An Affiliate of Silver Lake)

Clearwater Analytics, a leading provider of cloud-based investment accounting and analytics solutions, will be acquired in a major all-cash transaction. This acquisition follows Clearwater's recent strategic moves, such as its 2024 purchase of DataFlow Solutions to boost real-time data capabilities, highlighting its dedication to innovation and market leadership.

The Deal at a Glance

• Acquirer: GT Silver BidCo, Inc., an affiliate of Silver Lake, a global technology investment firm.
• Target: Clearwater Analytics Holdings, Inc. (NYSE: CWAN).
• Acquisition Price: $25.00 per share in cash.
• Total Transaction Value: Approximately $4.5 billion, including Clearwater's net debt.
• Premium: The offer price represents about a 30% premium over Clearwater's average stock price for the 30 days leading up to December 19, 2025.
• Agreement Date: The definitive merger agreement was signed on December 20, 2025.
• "Go-Shop" Period: Clearwater conducted a "go-shop" period, which concluded on January 23, 2026. No superior offers emerged during this period, confirming the Board's confidence in the current deal.

Why This Deal Matters

Clearwater's Board of Directors, advised by independent financial and legal experts, unanimously approved the merger. They concluded that the deal offers shareholders immediate and certain cash value and represents the best way to maximize shareholder value.

Silver Lake's acquisition highlights its confidence in Clearwater's market leadership, strong cloud platform, solid customer base, and significant growth potential. As a private company, Clearwater expects to gain greater strategic flexibility. This will allow it to accelerate investments in product innovation, market expansion, and operational improvements without the short-term pressures of the public market.

Impact on Stakeholders

• Shareholders: Current shareholders will receive $25.00 in cash for each share of CWAN stock they own. Once the deal closes, Clearwater's stock will delist from the New York Stock Exchange, and the company will no longer trade publicly. This means your equity investment converts into a fixed cash payout.
• Customers: Clearwater will likely maintain its strong commitment to customers and service continuity. Under Silver Lake's ownership, the company could see continued investment in its platform, leading to enhanced features and expanded offerings.
• Employees: While new ownership often brings organizational changes, Silver Lake typically invests to strengthen and grow acquired companies. Clearwater's leadership and teams will likely continue to play a crucial role in its success.
• GT Silver BidCo (Silver Lake): This acquisition significantly expands Silver Lake's financial technology portfolio, adding a leading platform with strong recurring revenue and a global presence.

What Happens Next?

The acquisition requires several standard closing conditions:

1. Shareholder Approval: Clearwater shareholders must vote to approve the merger at a special meeting.
2. Regulatory Approvals: The deal needs clearance from relevant antitrust authorities (such as the U.S. Federal Trade Commission and Department of Justice) and other regulatory bodies.
3. Other Standard Conditions: These typically include no major negative changes to Clearwater's business.

After the "go-shop" period ended, Clearwater entered a "no-shop" period. This means the company cannot actively seek other acquisition offers. However, under specific conditions, it may still consider unsolicited superior offers, though this would involve a termination fee.

The deal is currently expected to close in the second half of 2026.

Investor Considerations

• Fixed Payout: Your CWAN investment will convert to a fixed cash amount of $25.00 per share once the deal closes. The stock price will likely trade near this offer price, reflecting market confidence in the deal's completion.
• No Future Public Market Growth: As a private company, Clearwater's stock will no longer offer public market growth opportunities.
• Review Proxy Statement: When Clearwater files its definitive proxy statement (which includes Schedule 14A and Schedule 13E-3 for going-private transactions) with the SEC, this document will provide comprehensive details about the merger, including the board's full reasoning and financial analyses. Investors should strongly review these documents, available on the SEC's website (www.sec.gov) or Clearwater's investor relations page.
• Tax Implications: Consult with a financial advisor regarding the tax implications of receiving a cash payout for your shares.