Clearwater Analytics Holdings, Inc. (NYSE: CWAN) stock is trading in deal-mode on December 23, 2025, after the company agreed to be acquired in an all-cash $24.55-per-share transaction led by private equity firms Permira and Warburg Pincus, with support from Francisco Partners and participation from Temasek. [1]
For shareholders, the headline is simple: if the transaction closes as planned, CWAN holders get $24.55 in cash. For everyone trying to understand the “why,” the “what could change,” and the “what happens next,” the story is a lot more interesting—because it blends activist pressure, an acquisition-fueled strategy shift, and a market that never fully trusted the integration plan at public-company speed. [2]
CWAN stock price on Dec. 23, 2025: trading near the deal price
As of Tuesday, Dec. 23 (13:40 UTC), Clearwater Analytics stock is trading at $24.06, up about 8.1% versus the prior close—reflecting the market rapidly repricing CWAN toward the $24.55 cash offer.
That remaining gap—about $0.49 per share (roughly 2%)—is the market’s real-time scorecard for deal risk: timing, approvals, and the possibility (however slim) that something better emerges during the go-shop window. [3]
The big news: Clearwater Analytics agrees to an $8.4 billion take-private deal
Clearwater announced it has entered a definitive agreement to be acquired in a transaction valued at about $8.4 billion (commonly described as including assumed debt), with $24.55 per share in cash to stockholders at closing. [4]
The buyer group is notable for what it says about the company’s arc:
- Permira and Warburg Pincus are longtime Clearwater backers who invested years earlier and helped take it public—making this a “boomerang” buyout back into private hands. [5]
- Francisco Partners (a major software-focused private equity firm) is supporting the deal, and Temasek is participating—signaling confidence in Clearwater’s long-term platform strategy and international growth runway. [6]
Company leadership framed the move as a way to invest more aggressively while integrating acquired platforms into a broader “front-to-back” institutional investment management solution—especially across alternative assets, risk analytics, and AI-driven workflows. [7]
Key deal terms and timeline: go-shop, approvals, and the “drop-dead” date
The cash price and structure
Clearwater’s SEC filing describes an all-cash merger where each eligible share converts into the right to receive $24.55 in cash (with standard exclusions like appraisal shares). [8]
The go-shop window: a real (but time-boxed) chance for a higher bid
The merger agreement includes a go-shop period ending January 23, 2026, during which Clearwater can actively solicit and evaluate alternative proposals. [9]
Per the SEC filing, there’s also a framework that can allow continued engagement through February 2, 2026 with certain qualifying bidders that submit a bona fide proposal before the go-shop expires (the “Go‑Shop Extension Period”). [10]
Approvals: not just “shareholders,” but disinterested shareholders
Clearwater has disclosed the deal requires stockholder approval, including a majority of votes cast by disinterested stockholders, plus customary regulatory approvals. [11]
Termination fees: meaningful incentives on both sides
The SEC filing outlines termination fees that can come into play depending on the circumstances, including a lower fee during go-shop-related scenarios, a higher fee in other cases, and a sizable fee payable by the buyer side under specified conditions. [12]
Timing: expected close in H1 2026, with a long-stop date in late 2026
Clearwater and the buyer group have said they expect the transaction to close in the first half of 2026, subject to conditions. [13]
The merger agreement also includes a termination right if the deal is not consummated by September 20, 2026 (subject to permitted extensions). [14]
Why Clearwater is “buyout bait” right now: platform ambition meets public-market impatience
Clearwater’s core pitch is a unified, cloud-native platform for institutional investment data, accounting, reporting, compliance, performance, and analytics—an area where many large institutions still wrestle with legacy systems and fragmented workflows. [15]
But the really consequential strategic move was Clearwater’s recent acquisition spree—aimed at becoming a true front-to-back system rather than “just” a back-office accounting engine.
The acquisition wave that changed the narrative
In early 2025, Clearwater bought Enfusion (front-office and order/execution workflow software), then moved to acquire Beacon (risk analytics and modeling infrastructure) and Blackstone’s Bistro platform (alternative investment intelligence). [16]
Clearwater itself has described the Beacon and Bistro combination as a way to strengthen complex portfolio management across public and private markets and to unify workflows across the investment lifecycle. [17]
The market’s pushback: “integration risk” and organic growth concerns
That strategy also sparked investor anxiety. Coverage this week points to concerns about the pace of M&A, questions about slowing organic growth, and skepticism about whether a newly enlarged platform can be stitched together fast enough while staying financially disciplined. [18]
This is the classic public-market paradox: investors like “platform transformations”… right up until they come with messy integration timelines and leverage. Private equity generally has a higher tolerance for that mess—especially if it believes the end state is defensible and cash-generative.
The activist catalyst: Starboard Value pushed for a robust sales process
On December 9, 2025, Reuters reported that activist hedge fund Starboard Value had built a nearly 5% stake in Clearwater Analytics and wanted the company to boost its share price and run a robust sales process with independent advisers if inbound interest was real. [19]
Reuters also reported Starboard’s view that the business was undervalued partly because investors were worried about integrating acquisitions, and that Starboard had engaged privately with the company. [20]
From today’s vantage point, the buyout announcement looks like a direct answer to that pressure: if the public market won’t value the integration story cleanly, take it private and execute out of the spotlight.
Sale-process timeline: Thoma Bravo surfaced as a bidder before the final deal
The take-private deal didn’t appear out of thin air. Reuters reported in mid-November that private equity interest was building—and on November 17, 2025, Reuters said buyout firm Thoma Bravo had made an offer to acquire Clearwater, though details were not disclosed and a deal was not guaranteed at that time. [21]
That backdrop matters because it strengthens the rationale for the current structure (special committee, go-shop, disinterested vote threshold): Clearwater is signaling that it ran a process designed to withstand scrutiny.
Clearwater’s latest fundamentals: Q3 2025 results, guidance, and AI-driven positioning
While CWAN stock is currently trading primarily on deal mechanics, Clearwater’s recent operating performance helps explain why strategic and financial buyers were willing to underwrite a premium.
Q3 2025: strong growth and cash generation
In its third quarter 2025 results, Clearwater reported:
- Revenue of $205.1 million, up 77% year-over-year
- Adjusted EBITDA of $70.7 million, up 84% year-over-year
- Operating cash flow of $49.0 million and free cash flow of $44.9 million
- Non-GAAP gross margin of 78.5% (for the combined business) [22]
The company also disclosed ARR of $807.5 million as of Sept. 30, 2025, gross revenue retention of 98%, and net revenue retention of 108%—metrics that are often central to how investors value SaaS businesses. [23]
Outlook: Q4 and full-year 2025 guidance
Clearwater guided to:
- Q4 2025 revenue of $216M–$217M and adjusted EBITDA of $73M
- Full-year 2025 revenue of $730M–$731M and adjusted EBITDA of $247M [24]
The AI angle: “agentic” workflows and data advantage
In its Q3 commentary, Clearwater described customers using “over 800 AI agents” and claimed large workflow improvements (e.g., substantial reductions in manual reconciliation and faster report generation), positioning AI as an accelerant to unit economics and product differentiation. [25]
Separately, Clearwater has been leaning into a “data moat” narrative: its platform processes over $10 trillion in global assets, and the company has been publishing research based on that dataset. [26]
Forecasts and analyst views on Dec. 23, 2025: price targets vs. deal reality
In normal times, “CWAN stock forecast” would mean debating revenue multiples and margin expansion. Right now, the dominant forecast is simpler: does the deal close at $24.55, and when?
Still, analyst commentary is adding intrigue—because some firms argue the offer is low.
RBC: maintains Outperform and says the offer undervalues CWAN
A widely circulated analyst note reported RBC Capital Markets reiterated an Outperform rating with a $36 price target even after the acquisition announcement, explicitly arguing the $24.55 offer undervalues the company. [27]
That’s not a prediction that the stock will trade to $36 in the public market (the deal caps that). It’s a signal that at least some on Wall Street believe a higher price would be justified—fuel for the “go-shop could matter” storyline.
Other targets mentioned in recent coverage
The same analyst coverage referenced DA Davidson maintaining a $30 target and Morgan Stanley maintaining an Overweight rating with a $27 target (pre-deal framing, effectively superseded by the take-private price unless a higher bid appears). [28]
Today’s reset: Piper Sandler cuts to Neutral and moves target to the deal price
On December 23, 2025, 24/7 Wall St. reported Piper Sandler downgraded Clearwater Analytics to Neutral from Overweight and lowered its target to $24.55 (from $27)—a typical post-deal move when upside is largely limited to the cash consideration. [29]
What happens to CWAN stock now: three practical scenarios
With a signed merger agreement, CWAN becomes less of a “fundamentals stock” and more of a deal spread—a market-implied probability-weighted bet on close vs. break.
1) Base case: deal closes at $24.55 in H1 2026
If approvals clear and financing holds, the outcome is the cash payout. The stock typically trades slightly below the offer price to reflect time-to-close and risk. [30]
2) Upside case: a higher bid emerges during go-shop
Clearwater can solicit alternatives until Jan. 23, 2026, with limited extensions possible under specific conditions. A topping bid would likely push the stock above $24.55—though there is no assurance any superior offer appears. [31]
3) Downside case: deal breaks and CWAN reprices back to fundamentals
If the deal fails (regulatory, financing, vote, or other termination events), CWAN would likely trade back toward a standalone valuation—potentially volatile given the same integration and leverage concerns that shaped the pre-deal narrative. [32]
What investors should watch next: the CWAN deal checklist
Here are the next signposts that matter most for Clearwater Analytics stock from Dec. 23, 2025 onward:
- Go-shop developments through Jan. 23, 2026 (and whether any bidder becomes an “Excluded Party” able to continue talks into early February). [33]
- Proxy statement (Schedule 14A) and the expected Schedule 13E‑3 filings related to the transaction, which will include expanded detail on process, fairness work, and voting mechanics. [34]
- Shareholder vote timing (including the “disinterested stockholders” requirement). [35]
- Regulatory approvals (and whether timelines drift). [36]
- Any additional analyst revisions shifting targets to the deal price—or, more rarely, arguing publicly for a higher outcome. [37]
Bottom line on Clearwater Analytics stock on Dec. 23, 2025
Clearwater Analytics (CWAN) is no longer trading on a typical SaaS narrative—at least not primarily. Today it’s trading on a clean, cash-number story: $24.55 per share, pending approvals, with a go-shop window that keeps the door cracked open for a better offer. [38]
Underneath that, the strategic logic is consistent across management, activists, and analysts: Clearwater is trying to build a unified institutional investment platform through major acquisitions, and the buyer group believes the best way to finish that transformation is outside the public market’s quarter-to-quarter microscope. [39]
References
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