The filing is a routine administrative update with no material changes to financials. The key market-moving event remains the $8.4B merger announcement. Traders should monitor merger approval timelines and financing, not this amendment. Insider selling ($319K in 30 days) is minimal and not concerning given the pending acquisition.
Price Chart
Executive Summary
Clearwater Analytics filed an amended 10-K to include previously omitted Part III disclosures on directors, executive compensation, and related party transactions. The filing confirms strong 2025 financial performance with 62% revenue growth and a $8.4 billion merger agreement with an investor group led by Permira and Warburg Pincus. The amendment is routine and does not reflect financial restatements or material corrections.
Key Facts
- Amended 10-K includes Part III disclosures (Items 10-14) omitted from original filing, per SEC rules allowing incorporation by reference or amendment
- No financial restatements or corrections; amendment is administrative only
- 2025 revenue grew 62% to $731.4 million; Adjusted EBITDA up 70% to $248.2 million
- Proposed $8.4 billion merger with investor group (Permira, Warburg Pincus, Temasek, Francisco Partners) at $24.55/share in cash
- CEO Sandeep Sahai received $20.99M total compensation in 2025, including $19.53M in stock awards
- Board added two new directors (Mukesh Aghi, Bas NieuweWeme) in August 2025
Financial Impact
Revenue $731.4M (+62% YoY), Adjusted EBITDA $248.2M (+70% YoY), Net loss $40.3M vs prior year net income $427.6M
Risk Factors
- Merger may not close due to regulatory or financing issues
- Net loss widened significantly despite revenue growth, raising margin concerns
- High executive compensation concentration could attract shareholder scrutiny
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (Primary) | 0001866368-26-000013 |
| Document: cwan-20251231x10kaxexx311.htm | 0001866368-26-000013 |
| Document: cwan-20251231x10kaxexx312.htm | 0001866368-26-000013 |
| Document: 0001866368-26-000013-index-headers.html | 0001866368-26-000013 |
| Document: 0001866368-26-000013-index.html | 0001866368-26-000013 |
| Document: 0001866368-26-000013.txt | 0001866368-26-000013 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 6, 2026 12w ago | 15-12G | $24.56 awaiting T+5 | awaiting T+5 | — | — |
Jun 22, 2026 14w ago | 8-K | $24.53 $24.56 | ▲ +0.12% | ▲ +0.58% | — |
Jun 17, 2026 15w ago | Insider Cluster | $24.29 $24.56 | ▲ +1.11% | ▲ +2.78% | — |
Jun 15, 2026 15w ago | 144 | $24.25 $24.55 | ▲ +1.24% | ▲ +3.47% | — |
Jun 15, 2026 15w ago | 144 | $24.25 $24.55 | ▼ −1.24% | ▼ −3.47% | — |
May 7, 2026 21w ago | 8-K | $24.35 $24.37 | ▲ +0.08% | ▼ −1.38% | — |
Apr 15, 2026 24w ago | 144 | $24.11 $24.18 | ▲ +0.29% | ▼ −0.69% | — |
Apr 8, 2026 25w ago | DEFM14A | $24.02 $24.04 | ▲ +0.08% | ▼ −3.43% | — |
Apr 8, 2026 25w ago | Insider Cluster | $24.02 $24.04 | ▼ −0.08% | ▲ +3.43% | — |
Apr 1, 2026 26w ago | 10-K/A | $23.80 $24.00 | ▲ +0.84% | ▼ −2.78% | — |
US Market Status
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