Clearwater Analytics CTO Executes Mandated Tax Sale After $8.4 Billion Acquisition Agreement

• 41,594 shares sold for a total transaction value of $1,002,103.44, based on a transaction price of $24.09 per share on Jan. 1, 2026.

• The transaction represented 21.91% of Souvik Das’s direct holdings, reducing his direct ownership from 189,818 to 148,224 shares (0.0514% of total shares outstanding post-transaction).

• All shares were sold from direct holdings, with no indirect participation; the transaction followed an option exercise for 89,062 underlying shares, of which part was disposed.

• This sale, consistent with prior high-volume activity as holdings have declined, further reduces capacity for similar-sized future sales unless new equity is acquired.

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Souvik Das, Chief Technology Officer of Clearwater Analytics Holdings (NYSE:CWAN), executed an open-market sale of 41,594 shares on Jan. 1, 2026, following the exercise of stock options, according to the SEC Form 4 filing.

Transaction value based on SEC Form 4 weighted average purchase price ($24.09); post-transaction value calculated using trade-date close price as of Jan. 1, 2026.

• What was the primary driver of this transaction’s share flow?
  The 41,594 shares were sold directly following the exercise of 89,062 stock options, with the shares disposed in an immediate sale transaction.

• How significant is the transaction relative to historical activity?
  This sale represented 21.91% of direct holdings, which is substantially higher than the recent median of 3.91% per sale, reflecting a large outflow as remaining capacity for sizable transactions narrows.

• Did the transaction impact indirect or entity-controlled holdings?
  The sale was executed solely from direct holdings; Souvik Das reported no indirect holdings post-transaction, and all shares were attributed to direct ownership of Class A Common Stock.

• What is the broader implication for insider capacity and future activity?
  With direct holdings reduced to 148,224 shares, the ability to replicate similarly large sales is now limited unless additional equity is granted or acquired.

* 1-year price change calculated as of Jan. 10, 2026.

• Provides cloud-based investment accounting, reporting, compliance monitoring, and risk analytics solutions, with the Clearwater Prism platform enabling self-service data integration and reporting.

• Operates a Software-as-a-Service (SaaS) business model, generating revenue from recurring subscription fees for its automated investment data aggregation and analytics services.

• Serves insurers, investment managers, corporations, institutional investors, and government entities seeking scalable, automated investment data management solutions.

Clearwater Analytics delivers scalable SaaS solutions for investment data aggregation, reconciliation, and reporting, supporting clients with complex accounting and compliance needs. The company leverages automation and real-time analytics to provide operational efficiency and transparency for institutional asset owners and managers. Its technology-driven platform and focus on mission-critical financial workflows underpin its competitive position in the investment software sector.

Clearwater Analytics agreed to an $8.4 billion take-private deal on Dec. 21, led by Permira and Warburg Pincus with participation from Temasek and Francisco Partners. Chief Technology Officer Souvik Das executed a mandated tax withholding sale on Jan. 1, selling 41,594 shares following the vesting of restricted stock units as required by company policy.

The acquisition agreement gives shareholders $24.55 per share in cash, a 47% premium over the share price of $16.69 on Nov. 10, the last trading day prior to media reports regarding a potential transaction. The transaction includes a go-shop period through Jan. 23 allowing Clearwater to solicit competing offers, with deal expected to close in the first half of 2026 subject to shareholder approval.

Prior to the acquisition announcement, Clearwater posted strong Q3 2025 results in November with revenue of $205.1 million up 77% year over year and adjusted EBITDA of $70.7 million with a 34.5% margin. The surge in revenue was driven by the first full quarter of contributions from several recent acquisitions. The cloud-based investment management platform serves over $10 trillion in assets globally.

As of this writing, the stock trades at $24.13, just below the acquisition price. Over the past year, Clearwater shares have declined 11%, significantly underperforming the S&P 500‘s 18% gain. Analysts had previously maintained a buy rating with price targets averaging $28-$29, though deal completion now limits upside.

Investors should note that this insider sale was non-discretionary and mandated for tax obligations rather than a personal investment decision.

Open-market sale: The sale of securities on a public exchange at prevailing market prices.
Stock options: Contracts granting the right to buy company shares at a set price within a specific period.
SEC Form 4: A required filing disclosing insider trades of company securities by officers, directors, or major shareholders.
Direct holdings: Shares owned personally by an individual, not through entities or trusts.
Indirect holdings: Shares owned through entities, trusts, or family members, not held directly by the individual.
Option exercise: The act of converting stock options into actual shares by purchasing at the option’s strike price.
Class A common stock: A category of company shares, often with specific voting rights or privileges.
Transaction value: The total dollar amount received or paid in a securities transaction.
Weighted average purchase price: The average price paid per share, weighted by the number of shares in each transaction.
Insider capacity: The remaining ability of an insider to sell or transact shares based on current holdings.
SaaS (Software-as-a-Service): A software delivery model where applications are accessed online via subscription rather than installed locally.
TTM: The 12-month period ending with the most recent quarterly report.

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Sara Appino has no position in any of the stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy.

Clearwater Analytics CTO Executes Mandated Tax Sale After $8.4 Billion Acquisition Agreement was originally published by The Motley Fool