Form DEF 14A - Other definitive proxy statements

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): November 4, 2024

_____________________________________________________

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:


o			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)

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

o			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 1.01 Entry into a Material Definitive Agreement.

On November 4, 2024 (the “Effective Date”), Clearwater Analytics Holdings, Inc. (the “Company”) entered into Amendment No. 1 to the Tax Receivable Agreement (the “Amendment”), by and among the Company, CWAN Holdings, LLC (“OpCo”) and certain investment vehicles affiliated with the firm Welsh, Carson, Anderson & Stowe (“Welsh Carson”), certain investment vehicles affiliated with the firm Permira Advisers LLC (“Permira”) and certain investment vehicles affiliated with the firm Warburg Pincus LLC (“Warburg Pincus” and, together with Welsh Carson and Permira, the “Principal Equity Owners”), which amends the Tax Receivable Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “TRA”), dated as of September 28, 2021, by and among the Company, OpCo and the affiliates of the Principal Equity Owners and other entities party thereto as TRA Parties (as defined in the TRA). The TRA was originally entered into in connection with the Company’s initial public offering and the accompanying reorganization transactions.

Pursuant to the Amendment, the TRA will be amended to provide for the payment of one-time settlement payments (each, a “Settlement Payment” and collectively, the “Settlement Payments”) in a gross amount of approximately $72.5 million, inclusive of approximately $69.2 million to be paid to the TRA Parties (net of the TRA Bonus Payments) and approximately $3.3 million in cash bonus payments (the “TRA Bonus Payments”) to be paid to certain executive officers of the Company pursuant to Tax Receivable Agreement Bonus Letters, each dated as of September 28, 2021, by and among the Company and such executive officers (the “TRA Bonus Recipients”) which TRA Bonus Payments are triggered under the TRA Bonus Agreements by the payment of the Settlement Payments to the TRA Parties, as consideration for the complete and full termination of the Company’s payment obligations (past, current and future) under the TRA and the relinquishing of all payment rights (past, current and future) of the TRA Parties under the TRA (the payment of the Settlement Payments and the consummation of the other transactions contemplated by the Amendment, including the payment of TRA Bonus Payments, the “TRA Buyout”). The aggregate amount of Settlement Payments is inclusive of $28.8 million in TRA liabilities reported on the Company’s balance sheet as of September 30, 2024.

The effectiveness of the Amendment is conditioned on the satisfaction or waiver (solely in the case of condition (ii)), to the extent permitted by applicable law, of the following conditions: (i) the adoption and approval of the Amendment by the affirmative vote of Unaffiliated Stockholders (as defined below) representing a majority of the outstanding shares of the Company’s common stock held by Unaffiliated Stockholders; and (ii) no governmental authority having jurisdiction over the TRA or the Company having issued any order or other action that is in effect restraining, enjoining or otherwise prohibiting the effectiveness of the Amendment and no applicable law being in effect which makes the effectiveness of the Amendment illegal or otherwise prohibited. For the purpose of the Amendment, “Unaffiliated Stockholders” refers to the stockholders of the Company, other than (i) the TRA Parties; (ii) any members of the board of directors of the Company (the “Board”) who are employees of a TRA Party or its affiliates; (iii) any “officer” of the Company (as defined in Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and, without duplication, any TRA Bonus Recipient; and (iv) any member of any of the foregoing’s “immediate family” (as defined in Rule 16a-1 of the Exchange Act), or any “affiliate” or “associate” (each, as defined in Rule 12b-2 of the Exchange Act) of any of the foregoing.

The Settlement Payments to be made by the Company will be funded by a cash distribution by OpCo to owners of its limited liability company units (the “LLC Units”) in an aggregate amount equal to approximately $81.6 million, of which $72.5 million will be distributed to the Company and approximately $9.0 million will be distributed to certain affiliates of Welsh Carson, each in their capacities as owners of OpCo’s LLC Units.

The terms of the Amendment were negotiated and approved by a special committee of the Company’s Board (the “Special Committee”) composed exclusively of independent and disinterested directors who are independent of, and not affiliated with, the Principal Equity Owners or their respective affiliates.

The description of the Amendment above is a summary and is qualified in its entirety by the complete text of the Amendment, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01. The Amendment and the summary set forth in this Current Report on Form 8-K should be read in conjunction with the other information regarding the Amendment and the TRA Buyout that will be contained in, or incorporated by reference into, the proxy statement (the “Proxy Statement”) that the Company will be filing in connection with the Amendment and the TRA Buyout.

Item 1.02 Termination of a Material Definitive Agreement.

The description of the circumstances surrounding the TRA Buyout in Item 1.01 above are incorporated by reference into this Item 1.02. Under the TRA, the Company was generally required to pay the TRA Parties cash payments equal to 85% (less payments made under the TRA Bonus Agreements) of the amount of any tax benefits that the Company actually realizes, or in some cases is deemed to realize, as a result of (i) the Company’s allocable share of the Blocker’s (as defined

in the TRA) share of existing tax basis acquired in connection with the Company’s initial public offering and reorganizational transactions related thereto and certain tax attributes of the Blockers, including net operating losses; (ii) certain increases in the tax basis of assets of OpCo and its subsidiaries resulting from purchases or exchanges of OpCo limited liability company units; (iii) payments made under the TRA Bonus Agreements; and (iv) certain other tax benefits related to the Company’s entry into the TRA, including tax benefits attributable to certain payments that the Company makes under the TRA.

The term of the TRA commenced upon the completion of the Company’s initial public offering and would have continued until all such tax benefits had been utilized or expired, unless the Company exercised its rights to terminate the TRA or payments under the TRA were accelerated in the event of a change of control or if the Company materially breached any of its material obligations under the TRA. Upon the consummation of the TRA Buyout following the effectiveness of the Amendment, the TRA Parties will have no further rights to receive payments (past, current or future) under the TRA and the Company will have no further payment obligations (past, current or future) to the TRA Parties under the TRA. If the Amendment does not come into effect and the TRA Buyout is not consummated, the TRA will remain in place, unchanged by the Amendment, and the Company shall continue to be subject to the obligations set forth therein to make payments to the TRA Parties in accordance with the existing terms and provisions of the TRA.

Item 2.02 Results of Operations and Financial Condition.

On November 6, 2024, the Company issued a press release announcing its results for the third quarter ended September 30, 2024. 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 both the press release and its earnings call. Reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the attached press release.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements relating to the timing of the effectiveness of the Amendment and the consummation of the TRA Buyout, statements relating to the expected benefits of the TRA Buyout and statements relating to the Company's expected performance in future periods. The Company’s expectations and beliefs regarding these matters may not materialize, and actual results and events are subject to risks and uncertainties that could cause them to differ materially from those anticipated by the Company, including risks that the Company may not be able to satisfy the conditions to the effectiveness of the Amendment, including the requirement to obtain the approval of the Company's Unaffiliated Stockholders, risks related to the disruption of management's attention from the Company's ongoing business operations due to the TRA Buyout, risks related to the significant transaction costs to be paid in connection with the TRA Buyout and their impact on the Company's financial condition, risks of legal proceedings that may arise as a result of the TRA Buyout and changes in applicable laws or fluctuations in the Company's taxable income that could impact the Company's ability to realize the anticipated benefits from the TRA Buyout. The forward-looking statements contained in this Current Report on Form 8-K are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on February 29, 2024, the Proxy Statement to be filed by the Company in connection with the TRA Buyout, and in other periodic reports the Company files with the SEC. The forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.

Additional Information and Where to Find It

In connection with the Amendment and the TRA Buyout, the Company will file relevant materials with the SEC, including a Proxy Statement on Schedule 14A relating to a special meeting of its stockholders. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the Amendment and the TRA Buyout. THE COMPANY URGES YOU TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE AMENDMENT AND THE TRA BUYOUT AND RELATED MATTERS. Investors will be able to obtain a free copy of the Proxy Statement and other related documents (when available) filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors also will be able to obtain a free copy of the Proxy Statement and other documents (when available) filed by the Company with the SEC by accessing the Investors section of the Company’s website at https://https://investors.clearwateranalytics.com/overview/default.aspx.

Participants in the Solicitation

The Company and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Amendment and the TRA Buyout. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of the Company in connection with the TRA Buyout, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement when it is filed with the SEC. You may also find additional information about the Company’s directors and executive officers in the Company’s definitive proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 29, 2024, or in its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 29, 2024, and in other documents filed by the Company with the SEC. You can obtain free copies of these documents from the Company using the contact information above.

Item 9.01 Financial Statements and Exhibits.

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


Exhibit Number						Description
10.1*						Amendment No. 1 to the Tax Receivable Agreement, dated November 4, 2024, by and among the Company, OpCo and certain affiliates of the Principal Equity Owners
99.1						Press release entitled "Clearwater Analytics Announces Third Quarter 2024 Financial Results" dated November 6, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request.

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:	November 6, 2024	By:	/s/ Jim Cox
			Jim Cox, Chief Financial Officer

Execution Version

AMENDMENT NO. 1 TO
THE TAX RECEIVABLE AGREEMENT

This Amendment No. 4 to the Tax Receivable Agreement (this “Amendment”) is dated as of November 4, 2024, by and among Clearwater Analytics Holdings, Inc., a Delaware corporation (the “Company”), and each of the undersigned parties hereto (each, excluding CWAN Holdings, LLC (“OpCo”), a “TRA Amendment Party” and together, the “TRA Amendment Parties”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the TRA (as defined below).

RECITALS

WHEREAS, the TRA Amendment Parties previously entered into that certain Tax Receivable Agreement, dated as of September 28, 2021, by and among the Company, OpCo and, without duplication, each of the TRA Amendment Parties (as amended, restated, supplemented or otherwise modified from time to time, the “TRA”);

WHEREAS, the TRA Amendment Parties desire to, among other things, amend the TRA to provide for a one-time payment to each TRA Party as set forth opposite such Person’s name on the Settlement Payment Schedule attached hereto as Exhibit A, and with such payment, (i) the TRA Parties will have no further rights to receive payments (past, current or future) under the TRA and (ii) the Company will have no further payment obligations (past, current or future) to the TRA Parties under the TRA;

WHEREAS, pursuant to Section 7.6(c) of the TRA, the TRA may be amended by the Company and the TRA Party Representative;

WHEREAS, the Board has established a special committee of independent and disinterested members of the Board (the “Special Committee”) to consider a possible transaction or a series of transactions with certain TRA Parties to sell, dispose, transfer, assign or terminate all or a portion of the payments related to Tax Attributes;

WHEREAS, the Special Committee has unanimously (i) determined that it is advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders, and declared it advisable, to enter into this Amendment to provide for Settlement Payments in lieu of any and all amounts payable to the TRA Parties, upon the terms and subject to the conditions set forth in the TRA and this Amendment; (ii) recommended that the Board declare that this Amendment is advisable, fair to and in the best interests of the Company and Unaffiliated Stockholders and approve this Amendment and (iii) resolved to recommend that the Board submit the Amendment to the Unaffiliated Stockholders entitled to vote thereon for adoption thereby and recommend that such stockholders adopt the Amendment;

WHEREAS, the Board, acting upon the recommendation of the Special Committee, has unanimously (i) determined that it is advisable, fair to and in the best interests of the Company and the Unaffiliated Stockholders and declared it advisable, to enter into this Amendment to provide for Settlement Payments in lieu of any and all amounts payable to the TRA Parties, upon

the terms and subject to the conditions set forth in the TRA and this Amendment; (ii) approved and adopted this Amendment and approved the execution and delivery of this Amendment by the Company, the performance by the Company of its covenants and other obligations hereunder; and (iii) resolved to recommend that the Unaffiliated Stockholders adopt this Amendment and directed that such matter be submitted for consideration by such stockholders at the Stockholders’ Meeting (clause (iii), the “Board Recommendation”); and

WHEREAS, upon the effectiveness of this Amendment, the Parties shall execute and deliver the TRA Termination and Release in the form attached hereto as Schedule 1 (the “TRA Termination and Release”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the TRA Amendment Parties hereto agree as follows:

1.Effective Time of Amendment. This Amendment shall become effective only upon, and its effectiveness shall be expressly conditioned on, satisfaction of the conditions set forth in Section 3 hereof.

2.Amendments to TRA. Upon the effectiveness of this Amendment, the TRA shall be amended as follows:

a.The following shall be added at the end of Section 4.1(a) of the TRA:

“From and after the date of the Unaffiliated Stockholder Approval, the Corporate Taxpayer shall have an obligation to pay, or cause to be paid, to each TRA Party an amount equal to the amount set forth opposite such Person’s name on Exhibit A to Amendment No. 1 (each, a “Settlement Payment” and collectively, the “Settlement Payments”). Any Tax Benefit Payments made to a TRA Party following November 4, 2024 shall be treated as an offset against and reduce on a dollar-for-dollar basis, such TRA Party’s respective Settlement Payment. The Corporate Taxpayer shall pay, or cause to be paid, each TRA Party’s Settlement Payment no later than ten (10) Business Days after the return by such TRA Party to the Corporate Taxpayer of a counterpart signature page to the TRA Termination and Release. Notwithstanding anything to the contrary in this Agreement, including, without limitation, Article III and this Article IV, from and after the date of the Unaffiliated Stockholder Approval, the Corporate Taxpayer’s sole and exclusive payment obligations under this Agreement in respect of each TRA Party shall be to pay, or cause to be paid, to such TRA Party, such Person’s Settlement Payment. Notwithstanding anything further to the contrary in this Agreement, including, without limitation, Article III and this Article IV, from and after the date of the Unaffiliated Stockholder Approval the Corporate Taxpayer will have no further payment obligations (past, current or future) to the TRA Parties under this Agreement upon the payment of all of the Settlement Payments pursuant to this Agreement.”

b.The following shall be added as a new Section 4.4 of the TRA:

“Section 4.4 Tax Treatment. The Parties intend that, for U.S. federal and other applicable tax purposes, each Settlement Payment shall be treated (i) with respect to each Blocker TRA Party, as additional consideration for the Blocker Exchange, (ii) with respect to a TRA Party to the extent allocable to a prior Exchange (as set out in the Settlement Payment Schedule), as additional consideration for the purchase by the Corporate Taxpayer of the applicable Units previously Exchanged, (iii) with respect to a TRA Party to the extent allocable to Units that have not been Exchanged (as set out in the Settlement Payment Schedule), as a payment attributable to the termination of a right or obligation with respect to such Units subject to Section 1234A of the Code, and (iv) with respect to a Person with a TRA Bonus Agreement, as compensation for services. The Parties agree to file all tax returns and take all tax positions consistently with such treatment, except as required by a determination that is final within the meaning of Section 1313(a) of the Code, as amended, or other corresponding provision of applicable law. The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. To the extent that amounts are so deducted and withheld and paid over to the appropriate taxing authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable TRA Party. The Corporate Taxpayer will use commercially reasonable efforts to provide advance notice to the TRA Representative and the applicable TRA Party of any expected deduction and withholding with respect to payments described in clauses (i) through (iii) of the first sentence of this Section 4.4, describe the basis for any determination that such deduction and withholding is required by law and use commercially reasonable efforts to cooperate with the TRA Representative and the applicable TRA Party to minimize the amount of any such required deduction and withholding.”

c.The following shall be added to Section 1.1 of the TRA:

“Amendment No. 1” means that certain Amendment No. 1 to the Tax Receivable Agreement entered into as of November 4, 2024, by and among the Corporate Taxpayer and the undersigned parties thereto.

“Stockholders’ Meeting” means the meeting of the stockholders of the Corporate Taxpayer (including any adjournment, postponement or other delay thereof) to be held to consider the approval by the Unaffiliated Stockholders of the TRA Amendment (including the Settlement Payments made to each of the TRA Parties in respect thereof).

“Unaffiliated Stockholders” means the stockholders of the Corporate Taxpayer other than (i) the TRA Parties, (ii) any members of the Board who are employees of a TRA Party or its Affiliates, (iii) any officer of the Corporate Taxpayer (as defined in Rule 16a-1 of the Securities Exchange Act of 1934, as amended) and, without duplication, any officer who, as a result of the Settlement Payments made to the TRA Parties, receives a bonus payment pursuant to the tax receivable agreement bonus letters, each dated as of September 28, 2021, between the Corporate Taxpayer and each such officer and (iv) any

member of any of the foregoing’s “immediate family” (as defined in Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or any “affiliate” or “associate” (as defined in Rule 12b-2 of the Exchange Act) of any of the foregoing.

“Unaffiliated Stockholder Approval” means the approval of (i) the TRA Amendment and (ii) the Settlement Payments made in respect thereof, in each case, by an affirmative vote of the majority of the outstanding common stock held by the Unaffiliated Stockholders.”

3.Conditions to Effectiveness of Amendment. The effectiveness of this Amendment is subject to the satisfaction or, to the extent permitted by applicable law and solely for the condition set forth in Section 3(b), waiver of, the following:

a.the Unaffiliated Stockholder Approval shall have been obtained; and

b.no governmental authority having jurisdiction over the TRA or the Company shall have issued any order or other action that is in effect restraining, enjoining or otherwise prohibiting the effectiveness of this Amendment and no applicable law that makes the effectiveness of this Amendment illegal or otherwise prohibited shall be in effect.

4.Proxy Statement; Stockholders’ Meeting.

a.Preparation. Following the execution of this Amendment, the Company shall, in accordance with applicable law and the Company’s governing documents, duly set a record date for, call, give notice of, convene and hold the Stockholders’ Meeting. The Company shall prepare and file with the United States Securities and Exchange Commission (the “SEC”) a preliminary proxy statement to be sent to stockholders of the Company in connection with the Stockholders’ Meeting (the proxy statement, including any amendments or supplements, the “Proxy Statement”). The Company will provide the TRA Party Representative and its counsel a reasonable opportunity to review and comment thereon, and the Company will give good faith consideration to the additions, deletions or changes suggested by the TRA Party Representative or its counsel. The Company shall (i) include the Board Recommendation in the Proxy Statement and (ii) following the mailing of the Proxy Statement, use reasonable best efforts to solicit proxies to obtain the Unaffiliated Stockholder Approval. Promptly following the earlier of (A) the expiration of the 10-day waiting period contemplated by Rule 14a-6(a) promulgated under the Exchange Act if by such date the SEC has not informed the Company it intends to review the Proxy Statement and (B) if the SEC has by such date informed the Company that it intends to review the Proxy Statement, the date on which the SEC provides confirmation to the Company that it has completed its review of the Proxy Statement, the Company will cause the Proxy Statement in definitive form to be mailed to the stockholders of the Company.

b.Mutual Assistance. The Company and the TRA Party Representative will cooperate in the prompt filing with the SEC of any necessary amendment of, or

supplement to, the Proxy Statement and, to the extent required by applicable law, in disseminating the information contained in such amendment or supplement to the stockholders of the Company as of the record date established for the Stockholders’ Meeting. The parties will notify each other as promptly as practicable of the receipt of any comments, whether written or oral, from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement and will supply each other with copies of all correspondence between it or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to such filings. The parties will use their respective reasonable best efforts to resolve all SEC comments, if any, with respect to the Proxy Statement as promptly as practicable after the receipt thereof.

c.Adjournment of Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, the Company, acting at the direction of the Special Committee, shall be permitted to postpone or adjourn the Stockholders’ Meeting if the Company believes it is necessary, appropriate or advisable to do so.

5.Effect. The TRA, as amended (subject to the Unaffiliated Stockholder Approval), is hereby confirmed in all respects and shall remain in full force and effect pursuant to the terms thereof; provided, however, if the Unaffiliated Stockholder Approval is not obtained, then this Amendment shall terminate and become null and void and of no effect.

6.Termination. Prior to the satisfaction of the condition set forth in Section 3(a) hereof, this Amendment may be terminated at any time prior to the receipt of the Unaffiliated Stockholder Approval only as follows:

a.by mutual written consent of the Company and the TRA Party Representative;

b.by either the Company or the TRA Party Representative upon written notice to the other party in the event that the Company fails to obtain the Unaffiliated Stockholder Approval at the Stockholders’ Meeting; and

c.by either the Company or the TRA Party Representative by written notice to the other party if the Unaffiliated Stockholder Approval has not been obtained by 11:59 p.m. Eastern time on May 1, 2025.

In the event that this Amendment is terminated pursuant to the foregoing clauses (a-c), it shall become void and of no effect without liability of any party. For the avoidance of doubt, if this Amendment is terminated, the TRA shall remain in full force and effect in accordance with its terms unaffected by this Amendment.

7.Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission by the transmitting equipment or (b) on the first Business Day following the

date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

If to the Company, to:

Clearwater Analytics Holdings, Inc.
777 W. Main Street
Suite 900
Boise, Idaho 83702
Attention: Alphonse Valbrune, Chief Legal Officer
Email: *****

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Attention:     Constantine N. Skarvelis, P.C.; David B. Feirstein, P.C.;
    Ross M. Leff, P.C.; Marshall P. Shaffer, P.C.
Email:    *****

with a copy (which shall not constitute notice) to:

Goodwin Procter LLP
New York Times Building
620 Eighth Avenue
New York, NY 10018
Attention: Joshua M. Zachariah; Michael R. Patrone
Email: *****

If to the TRA Party Representative, to the respective address, fax number and email address set forth in the records of OpCo or the Company, as applicable.

with a copy (which shall not constitute notice) to:

Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
Attention: Scott Abramowitz; David Hennes; Craig Marcus
Email: *****

8.Miscellaneous.

a.Entire Agreement. This Amendment, the TRA and the TRA Termination and Release constitute the entire agreement among the TRA Amendment Parties that may have related in any way to the subject matter hereof and supersede all prior

agreements and understandings both written and oral (including any related discussions), among the TRA Amendment Parties with respect to the subject matter hereof.

b.Rules of Construction. The TRA Amendment Parties hereto agree that they have been represented by counsel or had the opportunity to consult with counsel during the negotiation and execution of this Amendment and therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

c.Waivers. No waiver of any breach of any of the terms of this Amendment shall be effective unless such waiver is made expressly in writing and executed and delivered by the Party against whom such waiver is claimed. No waiver of any breach shall be deemed to be a further or continuing waiver of such breach or a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

d.Severability. If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Amendment shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the TRA Amendment Parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the TRA Amendment Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

e.No Third-Party Beneficiaries. Nothing in this Amendment, expressed or implied, is intended to confer on any Person other than the TRA Amendment Parties hereto or their respective successors and assigns any rights, remedies, or liabilities under or by reason of this Amendment; provided that each of the TRA Parties (as defined in the TRA) is an express and intended third party beneficiary of this Amendment.

f.Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.

g.Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the TRA Amendment Parties and delivered to the other TRA Amendment Parties, it being understood that all TRA Amendment Parties need not sign the same counterpart. Delivery of an executed signature page to this Amendment by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Amendment.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Tax Receivable Agreement as of the date first written above.

COMPANY:

Clearwater Analytics Holdings, Inc.

By:/s/ Jim Cox
Name: Jim Cox
Title: Chief Financial Officer

OPCO:

CWAN Holdings, LLc.

By:/s/ Jim Cox
Name: Jim Cox
Title: Chief Financial Officer

TRA PARTIES:

WCAS GP CW LLC