Form 8-K

8-K — Clearwater Analytics Holdings, Inc.

Accession: 0001866368-26-000017

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001866368

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cwan-20260507.htm (Primary)

EX-99.1 (cwan-20260331xexx991.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________________

FORM 8-K

_____________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

_____________________________________________________

Clearwater Analytics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

_____________________________________________________

Delaware 001-40838 87-1043711

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (IRS Employer

Identification No.)

777 W. Main Street

Suite 900

Boise, Idaho

83702

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 208 433-1200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

_____________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.001 per share CWAN New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On May 7, 2026, the Company issued a press release announcing its results for the first quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in this Current Report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly provided by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in the press release. Reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the attached press release.

Item 9.01 Financial Statements and Exhibits.

(d):The following exhibits are being filed herewith:

Exhibit Number Description

99.1

Press release entitled "Clearwater Analytics Announces First Quarter 2026 Financial Results" dated May 7, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Clearwater Analytics Holdings, Inc.

Date:

May 7, 2026

By: /s/ Jim Cox

Jim Cox, Chief Financial Officer

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Clearwater Analytics Announces First Quarter 2026 Financial Results

Quarterly Revenue of $221.2 Million, Up 74% Year-Over-Year

Annualized Recurring Revenue of $872 Million, Up 77% Year-Over-Year

Adjusted EBITDA of $77.4 Million, Up 72% Year-Over-Year

BOISE, Idaho — May 7, 2026 — Clearwater Analytics Holdings, Inc. (NYSE: CWAN) (“CWAN” or the “Company”), the most comprehensive technology platform for investment management, today announced its financial results for the quarter ended March 31, 2026.

“We delivered a strong start to 2026 with Q1 revenue of $221.2 million, up 74% year-over-year. GenAI tools are woven into the fabric of our organization, enabling both technical and non-technical employees to deliver internal automation and new products at unprecedented speeds,” said Sandeep Sahai, CEO at CWAN. “This is enabling strong profitability with Non-GAAP Gross Profit growing 73% year-over-year to a record $172.7 million. Adjusted EBITDA grew 71.8% year-over-year to $77.4 million, reaching a near-record margin of 35%.”

“Now that we have completed a full year since acquiring Enfusion, Beacon, and Bistro, we are seeing clear validation of the strategic rationale we presented," continued Sahai. "CWAN’s comprehensive front‑to‑back platform continues to resonate with clients and is influencing investment management workflows worldwide. The strength of our product portfolio, the expertise of our teams, and the scale of our offerings provide a robust foundation for CWAN’s continued leadership in rapid development and commercialization of best‑in‑class technologies.”

First Quarter 2026 Financial Results Summary

•Revenue: Total revenue for the first quarter of 2026 was $221.2 million, an increase of 74%, from $126.9 million in the first quarter of 2025.

•Gross Profit: Gross profit for the first quarter of 2026 increased to $145.5 million, which equates to a 65.8% GAAP gross margin, compared with gross profit of $92.9 million and GAAP gross margin of 73.3% in the first quarter of 2025. Non-GAAP gross profit for the first quarter of 2026 was $172.7 million, which equates to a 78.1% non-GAAP gross margin, compared with non-GAAP gross profit of $100.1 million and non-GAAP gross margin of 78.9% in the first quarter of 2025.

•Net Income/(Loss): Net loss for the first quarter of 2026 was $2.8 million, compared with net income of $6.5 million in the first quarter of 2025. Non-GAAP net income for the first quarter of 2026 increased to $48.6 million, an increase of 39.5% from $34.9 million in the first quarter of 2025.

•Adjusted EBITDA: Adjusted EBITDA for the first quarter of 2026 was $77.4 million, an increase of 72%, from $45.1 million in the first quarter of 2025. Adjusted EBITDA margin for the first quarter of 2026 was 35.0%, an increase from 34.1% in the fourth quarter of 2025.

•Cash Flows: Operating cash flows for the first quarter of 2026 were $17.7 million. Free cash flows for the first quarter of 2026 were $11.2 million.

•Net Loss Per Share and Non-GAAP Net Income Per Share: Net loss per basic and diluted share was $0.01 in the first quarter of 2026. Non-GAAP net income per basic and diluted share was $0.16 in the first quarter of 2026, an increase of 23% compared to Q1 of 2025.

•Cash, cash equivalents, and investments were $81.5 million as of March 31, 2026. Total debt, net of debt issuance cost, was $806.4 million as of March 31, 2026.

First Quarter 2026 Key Metrics Summary

•Annualized Recurring Revenue: As of March 31, 2026, annualized recurring revenue (“ARR”) reached $872 million, an increase of 77% from $494 million as of March 31, 2025.

ARR is calculated at the end of a period by dividing the recurring revenue in the last month of such period by the number of days in the month and multiplying by 365.

•Gross Revenue Retention Rate: As of March 31, 2026, the gross revenue retention rate was 97%.

Gross revenue retention rate represents annual contract value (“ACV”) at the beginning of the 12-month period ended on the reporting date less client attrition over the prior 12-month period, divided by ACV at the beginning of the 12-month period, expressed as a percentage. ACV is comprised of annualized recurring revenue plus contracted-not-billed revenue, which represents the estimated annual contracted revenue for new and existing client opportunities prior to revenue recognition.

•Net Revenue Retention Rate: As of March 31, 2026, the net revenue retention rate was 108%.

Net revenue retention rate is the percentage of recurring revenue from clients on the platform for 12 months and includes changes from the addition, removal, or value of assets on our platform, contractual changes that have an impact to annualized recurring revenues and lost revenue from client attrition.

Recent Business Highlights

•On December 20, 2025, the Company entered into an Agreement and Plan of Merger to be acquired in a transaction (the “Proposed Transaction”) valued at approximately $8.4 billion by a Permira and Warburg Pincus-led investor group, with participation from Temasek, and key support from Francisco Partners (collectively, the “Investor Group”). Under the terms of the agreement, Company stockholders will receive $24.55 per share in cash upon completion of the Proposed Transaction.

•On May 6, 2026, CWAN shareholders voted to adopt the Agreement and Plan of Merger, approving the Company’s acquisition by the Investor Group.

•CWAN has now obtained all required regulatory approvals for the proposed acquisition, except for the Australia Foreign Investment Review Board (“FIRB”) approval. An FIRB application was submitted in the second quarter of 2026. Subject to the approval by the Australian Treasurer pursuant to the FIRB approval process and the satisfaction or waiver of other customary closing conditions, CWAN currently expects to close the Proposed Transaction in the second quarter of 2026.

•Orange Investment Advisors successfully implemented Enfusion by CWAN to modernize its front‑to‑back investment operations across structured credit. The unified PMS, OMS, and execution platform—combined with Clearwater’s Beacon analytics—provides real‑time data, enhanced transparency, and faster, more accurate reporting. The deployment streamlines workflows across front, middle, and back office, reducing manual reconciliation and improving client responsiveness.

•Dunamis Asset Management, an onshore Korean hedge fund manager that has also recently expanded to Hong Kong, was recently onboarded; they selected Enfusion by Clearwater to support its domestic and international operations. As a recognized global leader in Korea’s hedge fund ecosystem, Dunamis required a comprehensive platform for order execution, position management, risk management, and operational transparency, including seamless shadow accounting and control-level reconciliation with fund administrators, prime brokers and allocators. They chose Enfusion by Clearwater for its established presence in the Asia-Pacific region and proven success enabling international growth. This client win underscores how sophisticated hedge fund managers increasingly rely on Clearwater Analytics to accelerate global expansion.

Earnings Conference Call and Guidance

As a result of the execution of a definitive agreement under which the Investor Group will acquire all of the outstanding shares of the Company's common stock in an all-cash transaction, as announced on December 21, 2025, the Company will not host an earnings conference call or webcast to discuss its first quarter 2026 financial results nor provide forward-looking guidance.

About CWAN

CWAN (NYSE: CWAN) is transforming investment management with the industry’s most comprehensive cloud-native platform for institutional investors across global public and private markets. While legacy systems create risk, inefficiency, and data fragmentation, CWAN’s single-instance, multi-tenant architecture delivers real-time data and AI-driven insights throughout the investment lifecycle. The platform eliminates information silos by integrating portfolio management, trading, investment accounting, reconciliation, regulatory reporting, performance, compliance, and risk analytics in one unified system. Serving leading insurers, asset managers, hedge funds, banks, corporations, and governments, CWAN supports over $10 trillion in assets globally. Learn more at www.cwan.com.

###

Investor Contact:

Kamil Mielczarek | +1 208-510-6856 | investors@cwan.com

Media Contact:

Claudia Cahill | +1 703-728-1221 | press@cwan.com

Use of non-GAAP Information

This press release contains certain non-GAAP measures, including non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP effective tax rate, diluted non-GAAP share count and free cash flow.

The non-GAAP measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. However, the Company believes that this non-GAAP information is useful as an additional means for investors to evaluate its operating performance, when reviewed in conjunction with its GAAP financial statements. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP, and because these amounts are not determined in accordance with GAAP, they should not be used exclusively in evaluating the Company's business and operations. In addition, undue reliance should not be placed upon non-GAAP or operating information because this information is neither standardized across companies nor subjected to the same control activities and audit procedures that produce the Company's GAAP financial results.

The Company's non-GAAP statement of operations measures, including non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP effective tax rate, diluted non-GAAP share count and free cash flow, are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of its ongoing operations. These adjusted measures exclude the impact of share-based compensation and eliminate potential differences in results of operations between periods caused by factors such as financing and capital structures, taxation positions or regimes, restructuring, transaction expenses, impairment and other charges. Please refer to the reconciliations of these measures below to what the Company believes are the most directly comparable measures evaluated in accordance with GAAP.

Use of Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning the Company's expectations with respect to the proposed transaction, including the timing thereof, and the Company’s possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry, economic and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “aim,” “may,” “plan,”

“potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms, but are not the exclusive means of identifying such statements.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties may cause actual results to differ materially from the Company’s current expectations and include, but are not limited to: (A) risks related to the Proposed Transactions, including (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all; (ii) the possibility that any or all of the various conditions to the consummation of the Proposed Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the Proposed Transaction, including in circumstances which would require the Company to pay a termination fee; (iv) the effect of the announcement or pendency of the Proposed Transaction on the Company’s ability to attract, motivate or retain key executives and associates, its ability to maintain relationships with its customers, vendors, service providers and others with whom it does business, or its operating results and business generally; (v) risks related to the Proposed Transaction diverting management’s attention from the Company’s ongoing business operations; (vi) the risk of shareholder litigation in connection with the Proposed Transaction, including resulting expense or delay; (vii) certain restrictions during the pendency of the Proposed Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (viii) risks that the anticipated benefits of the Proposed Transaction are not realized when and as expected; (ix) the availability of capital and financing and rating agency actions in connection with the Proposed Transaction; (B) ongoing risks such as those related to (i) the Company’s ability to successfully integrate the operations and technology of its acquisitions of Enfusion, Beacon and Bistro (the “Acquisitions”) with those of the Company and to obtain third party data rights, retain and incentivize the employees of the Acquisitions following the close of the Acquisitions, retain the Acquisitions’ clients, repay debt incurred in connection with the Acquisitions and meet financial covenants to be imposed in connection with such debt; (ii) risks that synergies and growth from the Acquisitions may not be fully realized or may take longer to realize than expected, (iii) the Company's ability to keep pace with rapid technological change and market developments, including artificial intelligence, (iv) competitors in its industry, (v) the possibility that market volatility, a downturn in economic conditions or other factors may cause negative trends or fluctuations in the value of the assets on the Company’s platform, (vi) the Company's ability to manage growth, (vii) the Company’s ability to attract and retain skilled employees, (viii) the possibility that the Company’s solutions fail to perform properly, (ix) disruptions and failures in the Company's and third parties’ computer equipment, cloud-based services, electronic delivery systems, networks and telecommunications systems and infrastructure, (x) the failure to protect the Company, its customers’ and/or its vendors’ confidential information and/or intellectual property, claims of infringement of others’ intellectual property, (xi) factors related to the Company's ownership structure; and (C) other risks and uncertainties detailed in the Company’s periodic public filings with the SEC, including but not limited to those discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on February 18, 2026 (as amended by Amendment No. 1 thereto, filed with the SEC on April 1, 2026), and in other periodic reports filed by the Company with the SEC. These filings are available at www.sec.gov and on the Company’s website.

Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release and should not be relied upon as representing the Company’s expectations or beliefs as of any date subsequent to the time they are made. The Company does not undertake to and specifically declines any obligation to update any forward-looking statements that may be made from time to time by or on behalf of the Company.

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Clearwater Analytics Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except share amounts and per share amounts, unaudited)

March 31 December 31

2026 2025

Assets

Current assets:

Cash and cash equivalents $ 81,507 $ 91,245

Accounts receivable, net 169,630 167,348

Prepaid expenses and other current assets 43,107 36,977

Total current assets 294,244 295,570

Property, equipment and software, net 30,454 26,607

Operating lease right-of-use assets, net 51,639 34,300

Deferred contract costs, non-current 11,044 13,017

Debt issuance costs - line of credit 3,268 3,467

Deferred tax assets, net 702,300 695,998

Intangible assets, net 660,650 687,578

Goodwill 1,268,440 1,270,056

Other non-current assets 4,816 5,336

Total assets $ 3,026,855 $ 3,031,929

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable $ 1,630 $ 4,096

Accrued expenses and other current liabilities 78,605 112,249

Notes payable, current portion 8,000 8,000

Deferred revenue 28,027 21,860

Operating lease liability, current portion 14,210 15,138

Total current liabilities 130,472 161,343

Notes payable, less current maturities and unamortized debt issuance costs 798,399 814,643

Operating lease liability, less current portion 40,228 22,555

Other long-term liabilities 3,194 2,296

Total liabilities 972,293 1,000,837

Stockholders' Equity

Class A common stock, par value $0.001 per share; 1,500,000,000 shares authorized, 297,249,547 shares issued and outstanding as of March 31, 2026, 291,426,648 shares issued and outstanding as of December 31, 2025 297 291

Class B common stock, par value $0.001 per share; 500,000,000 shares authorized, 1,113,136 share issued and outstanding as of March 31, 2026; and 2,017,754 share issued and outstanding as of December 31, 2025 1 2

Class C common stock, par value $0.001 per share; 500,000,000 shares authorized, no share issued and outstanding as of March 31, 2026 and December 31, 2025 — —

Class D common stock, par value $0.001 per share; 500,000,000 shares authorized, no share issued and outstanding as of March 31, 2026 and December 31, 2025 — —

Additional paid-in-capital 1,784,861 1,754,387

Accumulated other comprehensive income 2,777 7,089

Retained earnings 261,564 259,963

Total stockholders' equity attributable to Clearwater Analytics Holdings, Inc. 2,049,500 2,021,732

Non-controlling interests 5,062 9,360

Total stockholders' equity 2,054,562 2,031,092

Total liabilities and stockholders' equity $ 3,026,855 $ 3,031,929

Clearwater Analytics Holdings, Inc.

Consolidated Statements of Operations

(In thousands, except share amounts and per share amounts, unaudited)

Three Months Ended

March 31,

2026 2025

Revenue $ 221,228 $ 126,864

Cost of revenue(1)

75,681 33,924

Gross profit 145,547 92,940

Operating expenses:

Research and development(1)

57,050 37,400

Sales and marketing(1)

46,241 19,631

General and administrative(1)

33,266 28,827

Total operating expenses 136,557 85,858

Income from operations 8,990 7,082

Interest expense 12,646 919

Other income, net (51) (2,323)

Income (loss) before income taxes (3,605) 8,486

Provision for (benefit from) income taxes (809) 1,550

Net income (loss) (2,796) 6,936

Less: Net income (loss) attributable to non-controlling interests (20) 426

Net income (loss) attributable to Clearwater Analytics Holdings, Inc. $ (2,776) $ 6,510

Net income (loss) per share attributable to Class A and Class D common stockholders stock:

Basic $ (0.01) $ 0.03

Diluted $ (0.01) $ 0.03

Weighted average shares of Class A and Class D common stock outstanding:

Basic 294,989,154 237,324,564

Diluted 294,989,154 246,212,517

(1)Amounts include equity-based compensation as follows:

Cost of revenue $ 4,323 $ 3,464

Operating expenses:

Research and development 7,065 8,698

Sales and marketing 8,793 4,009

General and administrative 8,394 7,541

Total equity-based compensation expense $ 28,575 $ 23,712

Clearwater Analytics Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands, unaudited)

Three Months Ended March 31,

2026 2025

OPERATING ACTIVITIES

Net income (loss) $ (2,796) $ 6,936

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 29,557 3,146

Noncash operating lease cost 4,123 2,375

Equity-based compensation 28,575 23,712

Amortization of deferred contract acquisition costs 3,121 1,350

Amortization of debt issuance costs, included in interest expense 954 69

Provision for bad debt 216 —

Deferred tax (benefit) expense (2,000) 1,250

Accretion of discount on investments — (284)

Realized gain on investments — (112)

Gain on disposal of fixed assets (80) —

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable, net (2,498) (5,296)

Prepaid expenses and other assets (4,078) (2,576)

Deferred contract acquisition costs (3,006) 7

Accounts payable (2,458) (918)

Accrued expenses and other liabilities (32,824) (5,124)

Tax receivable agreement liability — (35)

Other long-term liabilities 869 —

Net cash provided by operating activities 17,675 24,500

INVESTING ACTIVITIES

Purchases of property, equipment and software (6,440) (1,468)

Purchase of held to maturity investments — (4,686)

Proceeds from sale of available-for-sale investments — 89,479

Proceeds from maturities of investments — 16,200

Net cash (used in) provided by investing activities (6,440) 99,525

FINANCING ACTIVITIES

Taxes paid related to net share settlement of equity awards (2,248) (24,402)

Repayments of borrowings (17,000) (688)

Payment of debt issuance costs — (2,159)

Net cash used in financing activities (19,248) (27,249)

Effect of exchange rate changes on cash and cash equivalents (1,725) 1,033

Change in cash and cash equivalents during the period (9,738) 97,809

Cash and cash equivalents, beginning of period 91,245 177,350

Cash and cash equivalents, end of period $ 81,507 $ 275,159

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest $ 21,708 $ 1,282

Cash paid for income taxes $ 1,154 $ 583

NON-CASH INVESTING AND FINANCING ACTIVITIES

Purchase of property, equipment and software included in accounts payable and accrued expense $ 202 $ 64

Tax distributions payable to Continuing Equity Owners included in accrued expenses $ — $ 29

Acquisition of intangible assets paid in common stock $ — $ 102,729

Acquisition holdback liability included in accrued expenses and other liabilities $ — $ 10,000

Clearwater Analytics Holdings, Inc.

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(In thousands, unaudited)

Three Months Ended March 31,

2026 2025

(in thousands, except percentages)

Net income (loss) $ (2,796) (1 %) $ 6,936 5 %

Adjustments:

Interest expense 12,646 5 % 919 1 %

Depreciation and amortization 29,557 13 % 3,146 2 %

Equity-based compensation expense and related payroll taxes 32,827 15 % 27,562 22 %

Transaction expenses(1)

6,051 3 % 7,280 6 %

Provision for (benefit from) income taxes (809) 0 % 1,550 1 %

Other income, net (51) 0 % (2,323) (2 %)

Adjusted EBITDA $ 77,425 35 % $ 45,070 35 %

Revenue $ 221,228 100 % $ 126,864 100 %

(1) Transaction expenses primarily consist of professional fees and administrative costs for the Proposed Transaction and closed acquisitions.

Clearwater Analytics Holdings, Inc.

Reconciliation of Free Cash Flow

(In thousands, unaudited)

Three Months Ended March 31,

2026 2025

Net cash provided by operating activities $ 17,675 $ 24,500

Less: Purchases of property, equipment and software 6,440 1,468

Free Cash Flow $ 11,235 $ 23,032

Clearwater Analytics Holdings, Inc.

Reconciliation of Non-GAAP Information

(In thousands, except share amounts and per share amounts, unaudited)

Three Months Ended March 31,

2026 2025

Revenue $ 221,228 $ 126,864

Gross profit $ 145,547 $ 92,940

Adjustments:

Equity-based compensation expense and related payroll taxes 5,182 4,374

Depreciation and amortization 21,995 2,764

Gross profit, non-GAAP $ 172,724 $ 100,078

As a percentage of revenue, non-GAAP 78 % 79 %

Cost of Revenue $ 75,681 $ 33,924

Adjustments:

Equity-based compensation expense and related payroll taxes 5,182 4,374

Depreciation and amortization 21,995 2,764

Cost of revenue, non-GAAP $ 48,504 $ 26,786

As a percentage of revenue, non-GAAP 22 % 21 %

Research and development $ 57,050 $ 37,400

Adjustments:

Equity-based compensation expense and related payroll taxes 8,390 9,827

Depreciation and amortization 753 122

Research and development, non-GAAP $ 47,907 $ 27,451

As a percentage of revenue, non-GAAP 22 % 22 %

Sales and marketing $ 46,241 $ 19,631

Adjustments:

Equity-based compensation expense and related payroll taxes 10,132 5,000

Depreciation and amortization 6,297 153

Sales and marketing, non-GAAP $ 29,812 $ 14,478

As a percentage of revenue, non-GAAP 13 % 11 %

General and administrative $ 33,266 $ 28,827

Adjustments:

Equity-based compensation expense and related payroll taxes 9,123 8,361

Depreciation and amortization 512 107

Transaction expenses 6,051 7,280

General and administrative, non-GAAP $ 17,580 $ 13,079

As a percentage of revenue, non-GAAP 8 % 10 %

Income from operations $ 8,990 $ 7,082

Adjustments:

Equity-based compensation expense and related payroll taxes 32,827 27,562

Depreciation and amortization 29,557 3,146

Transaction expenses 6,051 7,280

Income from operations, non-GAAP $ 77,425 $ 45,070

As a percentage of revenue, non-GAAP 35 % 36 %

Net income (loss) $ (2,796) $ 6,936

Adjustments:

Equity-based compensation expense and related payroll taxes 32,827 27,562

Depreciation and amortization 29,557 3,146

Transaction expenses 6,051 7,280

Tax impacts of adjustments to net income (loss) (1)

(17,017) (10,069)

Net income, non-GAAP $ 48,622 $ 34,855

As a percentage of revenue, non-GAAP 22 % 27 %

Net income per share - basic, non-GAAP $ 0.16 $ 0.15

Net income per share - diluted, non-GAAP $ 0.16 $ 0.13

Weighted average common shares outstanding - basic 294,989,154 237,324,564

Weighted average common shares outstanding - diluted 303,076,722 258,754,627

(1)The non-GAAP effective tax rate was 25% for the three months ended March 31, 2026 and 2025, respectively, and has been used to adjust the provision for income taxes for non-GAAP net income and non-GAAP basic and diluted net income per share.

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Cover page

May 07, 2025

Cover [Abstract]

Document Type

8-K

Document Period End Date

May 07, 2026

Entity Registrant Name

Clearwater Analytics Holdings, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-40838

Entity Tax Identification Number

87-1043711

Entity Address, Address Line One

777 W. Main Street

Entity Address, Address Line Two

Suite 900

Entity Address, City or Town

Boise

Entity Address, State or Province

Entity Address, Postal Zip Code

83702

City Area Code

208

Local Phone Number

433-1200

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Class A common stock, par value $0.001 per share

Trading Symbol

CWAN

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Entity Central Index Key

0001866368

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

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Area code of city

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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-Publisher SEC

-Name Exchange Act

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-Section 12

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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- Definition

Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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