{"filing":{"accession_number":"0001193125-26-282050","cik":"0001866368","ticker":"CWAN","company_name":"Clearwater Analytics Holdings, Inc.","form":"8-K","filing_date":"2026-06-25","report_date":null,"primary_document":"d21570d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1866368/000119312526282050/d21570d8k.htm"},"events":[{"id":13788,"run_id":12249,"accession_number":"0001193125-26-282050","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Clearwater Analytics completed an $8.4 billion take-private acquisition by a Permira and Warburg Pincus-led investor group on June 25, 2026. Stockholders received $24.55 per share in cash, and the company became a wholly owned subsidiary of the acquirer, resulting in delisting from the NYSE.","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11029,"accession_number":"0001193125-26-282050","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 1.02 discloses the termination of the Existing Credit Agreement in connection with the completion of an $8.4 billion take-private merger by Permira and Warburg Pincus. The press release confirms the acquisition was completed on June 25, 2026, with stockholders receiving $24.55 per share and the company delisting from NYSE. This is a material change of control and acquisition event, with the credit agreement termination being incidental to the merger completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11030,"accession_number":"0001193125-26-282050","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Item 2.01 discloses the completion of a take-private acquisition valued at approximately $8.4 billion, in which Clearwater Analytics was acquired by a Permira and Warburg Pincus-led investor group. The filing explicitly states that \"Parent completed its previously announced acquisition of the Company\" and that \"the Company became a wholly owned subsidiary of Parent,\" with stockholders receiving $24.55 per share in cash. This is a material change of control transaction that delists the company from the NYSE.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11031,"accession_number":"0001193125-26-282050","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 incorporates by reference Item 1.01, which discloses the completion of an $8.4 billion take-private acquisition by Permira and Warburg Pincus. The press release confirms the transaction is complete, with stockholders receiving $24.55 per share and the company delisting from NYSE. This is a material change of control and acquisition event, not merely a debt issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11032,"accession_number":"0001193125-26-282050","item_number":"2.04","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of an $8.4 billion take-private acquisition by Permira and Warburg Pincus, with Clearwater stockholders receiving $24.55 per share in cash. Although Item 2.04 addresses triggering events that accelerate financial obligations, the core event disclosed is the completion of a material acquisition and change of control (the company is no longer publicly traded). This is fundamentally an M\u0026A activity event, not a covenant breach or debt-triggered obligation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11033,"accession_number":"0001193125-26-282050","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Clearwater Analytics completed an $8.4 billion take-private acquisition by Permira and Warburg Pincus, resulting in the company's Class A common stock being delisted from the NYSE. The Item 3.01 section explicitly states the company \"notified the New York Stock Exchange (the 'NYSE') on June 25, 2026 that the Merger had been completed and requested that the trading of the Company Class A Common Stock be suspended and listing of the Company Class A Common Stock on the NYSE be removed,\" and intends to file Form 25 and Form 15 to deregister and terminate reporting obligations. This is a material delisting event triggered by the completion of a going-private transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11034,"accession_number":"0001193125-26-282050","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of an $8.4 billion take-private acquisition by Permira and Warburg Pincus, with Clearwater stockholders receiving $24.55 per share in cash. The company's Class A common stock no longer trades on the NYSE following the transaction. This is a material change of control and delisting event, though Item 3.03 incorporates by reference Items 2.01 and 3.01 which would contain the primary M\u0026A and delisting disclosures. The press release confirms the transaction's completion and material terms.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11035,"accession_number":"0001193125-26-282050","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the consummation of a merger resulting in a change of control of Clearwater Analytics. The Company became a wholly owned subsidiary of Parent following completion of an approximately $8.4 billion take-private acquisition by a Permira and Warburg Pincus-led investor group. The Item 5.01 heading explicitly states \"Changes in Control of Registrant,\" and the prose confirms the merger's completion with $7.4 billion in cash consideration to equityholders and the delisting of the Company's Class A common stock from the NYSE.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11036,"accession_number":"0001193125-26-282050","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"While Item 5.02 discloses multiple director departures and appointments, the central event is the completion of an $8.4 billion take-private merger by Permira and Warburg Pincus. The Item 5.02 section explicitly states \"Effective upon the consummation of the Merger\" and references Item 2.01, indicating the M\u0026A transaction is the primary event. The director changes are consequences of the merger's completion, not standalone governance events. The press release confirms the acquisition closed on June 25, 2026, with stockholders receiving $24.55 per share and the company delisting from NYSE.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11038,"accession_number":"0001193125-26-282050","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the consummation of an $8.4 billion take-private acquisition of Clearwater Analytics by a Permira and Warburg Pincus-led investor group. The press release explicitly states \"Clearwater Analytics Completes $8.4 Billion Take-Private Acquisition\" and notes that \"With the completion of the acquisition, Clearwater's Class A common stock no longer trades on the New York Stock Exchange.\" This is a material change of control and completion of a previously announced merger, directly falling under ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13789,"run_id":12249,"accession_number":"0001193125-26-282050","anchor_item_number":"1.01","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Concurrent with the merger closing, Clearwater entered into a new Credit Agreement providing $2.7 billion in senior secured term loans, $500 million in delayed draw term loans, and $325 million in revolving credit, totaling $3.525 billion in new direct financial obligations.","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11028,"accession_number":"0001193125-26-282050","item_number":"1.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Item 1.01 disclosure centers on entry into a Credit Agreement substantially concurrent with the Merger closing, providing for $2.7 billion in senior secured term loans, $500 million in delayed draw term loans, and $325 million in revolving credit—totaling $3.525 billion in new direct financial obligations. This is a classic debt issuance event. While the filing also references the completion of an $8.4 billion take-private acquisition (M\u0026A activity), the Item 1.01 section itself is narrowly focused on the debt financing arrangement, making debt_issuance the most precise classification for this specific Item.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":13790,"run_id":12249,"accession_number":"0001193125-26-282050","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.65,"summary":"Effective upon the merger's consummation, the company amended its certificate of incorporation and bylaws, and the board of directors was reconstituted with director departures and appointments reflecting the change of control.","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25","form":"8-K","submitted_at":null,"items":[{"id":11037,"accession_number":"0001193125-26-282050","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.35,"reasoning":"Item 5.03 discloses amendments to the certificate of incorporation and bylaws effective upon closing of a merger, which is a routine governance formality. However, the supplemental exhibit reveals the principal event is the completion of an $8.4 billion take-private acquisition by Permira and Warburg Pincus, with stockholders receiving $24.55 per share and the company delisting from NYSE. The Item 5.03 text itself is purely administrative (filing amended governance documents), but the filing incorporates Item 2.01 by reference, which covers the M\u0026A activity. The domain is clear (M\u0026A), but Item 5.03 as presented focuses on the governance amendment rather than the acquisition itself, creating ambiguity about whether to classify the governance formality or the underlying M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":11028,"accession_number":"0001193125-26-282050","item_number":"1.01","item_title":null,"event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The Item 1.01 disclosure centers on entry into a Credit Agreement substantially concurrent with the Merger closing, providing for $2.7 billion in senior secured term loans, $500 million in delayed draw term loans, and $325 million in revolving credit—totaling $3.525 billion in new direct financial obligations. This is a classic debt issuance event. While the filing also references the completion of an $8.4 billion take-private acquisition (M\u0026A activity), the Item 1.01 section itself is narrowly focused on the debt financing arrangement, making debt_issuance the most precise classification for this specific Item.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"},{"id":11029,"accession_number":"0001193125-26-282050","item_number":"1.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 1.02 discloses the termination of the Existing Credit Agreement in connection with the completion of an $8.4 billion take-private merger by Permira and Warburg Pincus. The press release confirms the acquisition was completed on June 25, 2026, with stockholders receiving $24.55 per share and the company delisting from NYSE. This is a material change of control and acquisition event, with the credit agreement termination being incidental to the merger completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"},{"id":11030,"accession_number":"0001193125-26-282050","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"Item 2.01 discloses the completion of a take-private acquisition valued at approximately $8.4 billion, in which Clearwater Analytics was acquired by a Permira and Warburg Pincus-led investor group. The filing explicitly states that \"Parent completed its previously announced acquisition of the Company\" and that \"the Company became a wholly owned subsidiary of Parent,\" with stockholders receiving $24.55 per share in cash. This is a material change of control transaction that delists the company from the NYSE.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"},{"id":11031,"accession_number":"0001193125-26-282050","item_number":"2.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.03 incorporates by reference Item 1.01, which discloses the completion of an $8.4 billion take-private acquisition by Permira and Warburg Pincus. The press release confirms the transaction is complete, with stockholders receiving $24.55 per share and the company delisting from NYSE. This is a material change of control and acquisition event, not merely a debt issuance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"},{"id":11032,"accession_number":"0001193125-26-282050","item_number":"2.04","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of an $8.4 billion take-private acquisition by Permira and Warburg Pincus, with Clearwater stockholders receiving $24.55 per share in cash. Although Item 2.04 addresses triggering events that accelerate financial obligations, the core event disclosed is the completion of a material acquisition and change of control (the company is no longer publicly traded). This is fundamentally an M\u0026A activity event, not a covenant breach or debt-triggered obligation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"},{"id":11033,"accession_number":"0001193125-26-282050","item_number":"3.01","item_title":null,"event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Clearwater Analytics completed an $8.4 billion take-private acquisition by Permira and Warburg Pincus, resulting in the company's Class A common stock being delisted from the NYSE. The Item 3.01 section explicitly states the company \"notified the New York Stock Exchange (the 'NYSE') on June 25, 2026 that the Merger had been completed and requested that the trading of the Company Class A Common Stock be suspended and listing of the Company Class A Common Stock on the NYSE be removed,\" and intends to file Form 25 and Form 15 to deregister and terminate reporting obligations. This is a material delisting event triggered by the completion of a going-private transaction.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"},{"id":11034,"accession_number":"0001193125-26-282050","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses completion of an $8.4 billion take-private acquisition by Permira and Warburg Pincus, with Clearwater stockholders receiving $24.55 per share in cash. The company's Class A common stock no longer trades on the NYSE following the transaction. This is a material change of control and delisting event, though Item 3.03 incorporates by reference Items 2.01 and 3.01 which would contain the primary M\u0026A and delisting disclosures. The press release confirms the transaction's completion and material terms.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"},{"id":11035,"accession_number":"0001193125-26-282050","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the consummation of a merger resulting in a change of control of Clearwater Analytics. The Company became a wholly owned subsidiary of Parent following completion of an approximately $8.4 billion take-private acquisition by a Permira and Warburg Pincus-led investor group. The Item 5.01 heading explicitly states \"Changes in Control of Registrant,\" and the prose confirms the merger's completion with $7.4 billion in cash consideration to equityholders and the delisting of the Company's Class A common stock from the NYSE.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"},{"id":11036,"accession_number":"0001193125-26-282050","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"While Item 5.02 discloses multiple director departures and appointments, the central event is the completion of an $8.4 billion take-private merger by Permira and Warburg Pincus. The Item 5.02 section explicitly states \"Effective upon the consummation of the Merger\" and references Item 2.01, indicating the M\u0026A transaction is the primary event. The director changes are consequences of the merger's completion, not standalone governance events. The press release confirms the acquisition closed on June 25, 2026, with stockholders receiving $24.55 per share and the company delisting from NYSE.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"},{"id":11037,"accession_number":"0001193125-26-282050","item_number":"5.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.35,"reasoning":"Item 5.03 discloses amendments to the certificate of incorporation and bylaws effective upon closing of a merger, which is a routine governance formality. However, the supplemental exhibit reveals the principal event is the completion of an $8.4 billion take-private acquisition by Permira and Warburg Pincus, with stockholders receiving $24.55 per share and the company delisting from NYSE. The Item 5.03 text itself is purely administrative (filing amended governance documents), but the filing incorporates Item 2.01 by reference, which covers the M\u0026A activity. The domain is clear (M\u0026A), but Item 5.03 as presented focuses on the governance amendment rather than the acquisition itself, creating ambiguity about whether to classify the governance formality or the underlying M\u0026A event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"},{"id":11038,"accession_number":"0001193125-26-282050","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the consummation of an $8.4 billion take-private acquisition of Clearwater Analytics by a Permira and Warburg Pincus-led investor group. The press release explicitly states \"Clearwater Analytics Completes $8.4 Billion Take-Private Acquisition\" and notes that \"With the completion of the acquisition, Clearwater's Class A common stock no longer trades on the New York Stock Exchange.\" This is a material change of control and completion of a previously announced merger, directly falling under ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-25T14:18:17.808638+00:00","company_name":"Clearwater Analytics Holdings, Inc.","ticker":"CWAN","filing_date":"2026-06-25"}]}