Clearwater Analytics Holdings Inc

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Adopt the Agreement and Plan of Merger (dated December 20, 2025) under which Merger Sub will merge with and into the Company, making the Company a wholly owned subsidiary of Parent, and effect related transactions; consideration is $24.55 per share in cash for Company Class A Common Stock (other than Excluded and Appraisal Shares).

   More detail

   This proposal asks shareholders to adopt the Agreement and Plan of Merger that will result in Merger Sub merging into the Company, leaving the Company as a wholly owned subsidiary of Parent and its investor consortium. Management seeks shareholder approval because Company Stockholder Approval is a contractual and statutory condition to consummating the Merger; the Merger consideration is $24.55 per share in cash for each outstanding share of Company Class A Common Stock (other than Excluded Shares and Appraisal Shares). The Board and an independent Special Committee reviewed strategic alternatives, solicited potential interest during a go‑shop period, retained independent financial and legal advisors, and obtained fairness opinions from PJT Partners and J.P. Morgan, which informed the Board’s conclusion that the transaction is fair from a financial perspective. The Special Committee and Board considered procedural safeguards including independence of the Special Committee, the ability to solicit Superior Proposals, and negotiated terms such as termination fees and regulatory covenants. The Merger provides immediate liquidity and eliminates ongoing public company reporting burdens, which management and the Purchaser Filing Parties argue will facilitate long‑term strategic initiatives, especially in the context of rapid industry changes (e.g., AI developments) and execution risk as a public company. Risks considered by the Board include transaction costs, potential litigation, tax consequences for stockholders, and the fact that some directors and officers have interests (e.g., retention, severance, equity treatment) that differ from unaffiliated holders; the Board assessed these in making its recommendation. Given the unanimous Special Committee recommendation, independent fairness opinions, and the contractual mechanics (including the OpCo Units exchange and appraisal rights), the Board recommends a “FOR” vote, while noting the two-part statutory approval required (majority of voting power and majority of votes cast by Disinterested Stockholders). The recommendation reflects the Board’s view that the Merger is advisable and in the best interests of the Company and its stockholders when balancing the disclosed benefits and risks.

2. 2

   Advisory Compensation Proposal

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation that may be paid or become payable to the Company’s named executive officers in connection with the consummation of the Merger, as disclosed under Item 402(t) of Regulation S‑K (table: “Potential Payments to Named Executive Officers”).

   More detail

   This advisory proposal asks shareholders to cast a non‑binding vote to approve the disclosed merger‑related compensation for named executive officers, as required by Dodd‑Frank and SEC Rule 14a‑21(c). Management is seeking the advisory approval to obtain shareholder input and a public endorsement of the compensation amounts and arrangements described in the proxy (the Item 402(t) disclosure and accompanying narrative and tables). Importantly, the vote is advisory only and will not alter the parties’ contractual obligations: if the Merger closes, the disclosed payments will be payable per the Merger Agreement and related arrangements subject to their conditions regardless of the advisory vote result. The Board supports the proposal as a governance practice to seek shareholder feedback and to demonstrate alignment or provide accountability for executive compensation tied to the transaction, despite its non‑binding nature. Shareholders should weigh the disclosed amounts (including retention awards, severance, and any transaction bonuses), the rationale that these arrangements help secure management cooperation and retention through closing, and the potential optics and alignment implications of approving sizable executive payments. The company notes that the Special Committee and Board considered these payments in the broader fairness and procedural context; however, the advisory vote does not affect actual payment obligations if the Merger is consummated. Given these facts, the Board recommends a vote “FOR” the advisory approval.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve, if necessary, adjourning the Special Meeting (assuming a quorum) to solicit additional proxies if there are insufficient votes in favor of the Merger Agreement Proposal at the time of the Special Meeting.

   More detail

   This management proposal authorizes the Company to adjourn the Special Meeting, assuming a quorum, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the scheduled meeting. The practical purpose is to give the Company time to continue outreach to stockholders, including targeting holders who previously voted against the Merger, and to seek to obtain the requisite Statutory Merger Approval and Disinterested Stockholder Approval; the Merger Agreement contemplates that the Company may adjourn the meeting (subject to certain timing constraints and Parent’s consent in limited circumstances). The Board does not intend to call a vote on adjournment if the Merger Agreement Proposal is approved at the Special Meeting. Approval requires a majority of the voting power present or represented by proxy at the meeting and is separate from the Merger Agreement vote. The proposal is procedural and common in contested or close-consent situations and does not itself change the Merger terms or create new payment obligations; it facilitates achieving the vote thresholds required for closing. The Board recommends voting “FOR” because adjournment authority is a standard and practical governance tool to ensure that if the Merger lacks sufficient support at the initial meeting the Company can continue solicitation efforts rather than prematurely terminating the opportunity to obtain stockholder approval. The Company explains that adjournment could be used to solicit proxies from stockholders who have previously returned proxies against the Merger Agreement Proposal, and that broker non‑votes are not expected because the proposals are non‑routine.

Upcoming shareholder meetings at Clearwater Analytics Holdings Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Clearwater Analytics Holdings Inc 2026 special meeting?

Clearwater Analytics Holdings Inc (CWAN) holds its 2026 special shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Clearwater Analytics Holdings Inc 2026 meeting?

The record date for the Clearwater Analytics Holdings Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Clearwater Analytics Holdings Inc's 2026 meeting?

The board is presenting 10 director nominees at the Clearwater Analytics Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Clearwater Analytics Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Clearwater Analytics Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.