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• Stockholders will receive $24.55 per share

BOISE, Idaho, 22 December 2025 – Clearwater Analytics (NYSE: CWAN) (“CWAN” or the “Company”), announced that it has entered into a definitive agreement to be acquired in a transaction valued at approximately $8.4 billion by a Permira and Warburg Pincus-led Investor Group (the “Investor Group”), with participation from Temasek. The Investor Group has key support from Francisco Partners. 

After a thorough process including engaging with certain strategics and financial sponsors, the Special Committee of the CWAN Board of Directors, composed entirely of independent and disinterested directors, upon the advice of its independent outside legal counsel and financial advisor, unanimously recommended this transaction. The CWAN Board of Directors subsequently approved this transaction. 
 
Under the terms of the agreement, CWAN stockholders will receive $24.55 per share in cash upon completion of the proposed transaction. The per share purchase price represents a premium of approximately 47 percent over CWAN’s undisturbed share price as of November 10, 2025, the last trading day prior to media reports regarding a potential transaction. 
 
“This deal represents a great outcome for Clearwater Analytics and our stockholders,” said Sandeep Sahai, CEO, CWAN. “It also positions us well for our next chapter of growth. Operating as a private company will empower us to invest boldly as we integrate the platforms to deliver a next-generation front-to-back solution that natively addresses alternative assets, provides industry leading risk analytics, and delivers on agentic solutions powered by our unique and proprietary database. This will allow us to continue delighting our clients across global markets. We are thrilled to have the support of Permira and Warburg Pincus.” 
 
“Both firms understand our business and the technology industry and have proven track records fostering growth for some of the largest and fastest-growing technology businesses globally. We look forward to building on our momentum and delivering advanced solutions for our clients and partners in the years ahead. I want to thank the Special Committee for the rigorous process and diligence with which they secured this outcome for our stockholders,” added Sahai.
 
“Clearwater Analytics continues to set the standard for excellence in the industry, and we are excited to invest behind the vision of creating an open, modular, front-to-back platform for institutional investment management,” said Alex Stratoudakis, Managing Director, Warburg Pincus. “We’re excited to leverage our deep financial technology expertise and partner with Permira and the CWAN team to drive the next wave of innovation and growth for the Company,” added Angel Pu Shum, Principal, Warburg Pincus. 
 
“Clearwater Analytics built a single instance, multi-tenant platform for investment accounting in an industry that was and continues to be dominated by legacy solutions. We are excited about the vision for the platform and will continue to invest in building a true front-to-back solution by integrating the industry-leading solutions from Enfusion and Beacon. The next cycle will be shaped by AI and data, and we believe the business is positioned to continue to lead through this shift,” said Andrew Young, Partner at Permira. “We are very excited to back Sandeep and his team on their AI journey and in delivering a seamlessly integrated platform,” added Alberto Riva, Managing Director at Permira. 
 
“The quality of Clearwater Analytics’ business and strength of its team are evident in the company’s growing leadership as it serves expanding segments of institutional investors across the US and Europe and, increasingly, delivers front-to-back solutions to these customers. We look forward to partnering with Warburg and Permira to drive the Company’s next phase of growth,” said Ashley Evans, Partner at Francisco Partners.
 
CWAN will continue to operate as usual during the pendency of the transaction, with the same commitment to clients, employees, and partners.
 
Certain Terms, Approvals and Timing

Following the recommendation of a Special Committee, the CWAN Board of Directors approved the merger agreement. The acquisition is subject to approval by CWAN’s stockholders (including a majority of votes cast by disinterested stockholders) and is expected to close in the first half of 2026, subject to customary closing conditions, including receipt of regulatory approvals.
 
Upon completion of the transaction, CWAN’s common stock will no longer be publicly listed on the New York Stock Exchange, and CWAN will become a privately held company.
 
The merger agreement provides for a “go-shop” period ending on January 23, 2026, during which CWAN, at the direction of the Special Committee and with the assistance of its advisors, will be permitted to actively solicit and evaluate alternative acquisition proposals, with a potential 10-day extension for certain parties that submit acquisition proposals during the initial go-shop period. There can be no assurance that this process will result in a superior proposal, and CWAN does not intend to disclose developments with respect to the go-shop process unless and until it determines that such disclosure is appropriate or otherwise required. CWAN will have the right to terminate the Merger Agreement to enter into a superior proposal, subject to the terms and conditions of the Merger Agreement.

The foregoing description of the merger agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the merger agreement, for which CWAN will file a Form 8-K with the Securities and Exchange Commission. 
 
Advisors

PJT Partners is serving as the exclusive financial advisor, and Cravath, Swaine & Moore LLP is serving as legal counsel, to the Special Committee of the CWAN Board of Directors. J.P. Morgan is serving as the exclusive financial advisor, and Kirkland & Ellis LLP is serving as legal counsel, to CWAN. Goldman Sachs & Co. LLC is acting as financial advisor to the Investor Group. Private Credit at Goldman Sachs Alternatives provided 100% committed debt financing to the Investor Group. Latham and Watkins LLP is serving as M&A counsel to the Investor Group. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as finance counsel to the Investor Group.