Clearwater Analytics Holdings, Inc. (NYSE: CWAN) finished Tuesday, December 23, 2025, in “deal-trade” mode — and that’s still the story after the bell. With the company now under a signed agreement to be acquired for $24.55 per share in cash, CWAN’s upside is largely capped unless a higher bid emerges during the go-shop window, while the remaining downside is mostly tied to deal risk and timing. 1
CWAN after-hours check-in (Dec. 23): flat tape, heavy event-driven volume
In post-market trading Tuesday, CWAN was $24.06 as of 5:30 p.m. ET, down $0.04 (-0.17%) from the $24.10 regular-session close, according to Public’s after-hours quote page. Public also showed about 30.55 million shares traded during the day — elevated volume consistent with merger-arbitrage and event-driven positioning after the buyout announcement. 2
Why CWAN is barely moving after hours: the stock is now behaving less like a high-growth software name and more like a cash-out spread trade. With a signed $24.55 cash consideration, CWAN tends to hover just below that level, reflecting the market’s estimate of:
- how long it will take to close, and
- the probability something disrupts the deal.
As of after-hours pricing ($24.06), CWAN was roughly $0.49 below the deal price — about a ~2% spread. 2
Today’s biggest driver: the $8.4 billion take-private agreement (and the go-shop clock)
Clearwater Analytics has entered a definitive agreement to be acquired in a transaction valued at about $8.4 billion, led by Permira and Warburg Pincus, with participation from Temasek and support from Francisco Partners. Shareholders would receive $24.55 per share in cash if the deal closes. 3
Two deal details matter most for CWAN traders heading into Wednesday:
1) Go-shop runs through Jan. 23, 2026
Clearwater’s merger agreement includes a go-shop period ending January 23, 2026, during which the company can actively solicit and evaluate alternative acquisition proposals (with a potential extension in certain cases). 1
What that means for the stock: a go-shop keeps the “higher bid” narrative alive, but it does not guarantee one appears. Still, it’s one of the few variables that could push CWAN closer to (or above) $24.55 in the near term.
2) Closing is expected in the first half of 2026 — with approvals required
The company says the transaction is expected to close in the first half of 2026, subject to customary conditions including regulatory approvals and shareholder approval (including a majority of votes cast by disinterested stockholders). 1
Clearwater also notes that, upon completion, its common stock would no longer be listed on the NYSE and the company would become privately held. 1
Analyst forecasts today: targets “snap” to the deal price
One reason CWAN’s chart (and after-hours tape) looks unusually calm: Wall Street price targets are resetting to the transaction value.
A widely circulated update dated Dec. 23, 2025 reports Piper Sandler downgraded Clearwater Analytics to Neutral from Overweight and cut its price target to $24.55 from $27, essentially aligning the forecast with the cash buyout price. 4
This pattern is typical after all-cash buyouts: once a definitive agreement is signed, many analysts move to a “market perform/neutral/hold” stance because:
- the fundamental upside case becomes secondary to the deal timeline, and
- the remaining return is usually limited to the closing spread.
Also in today’s headlines: shareholder-law-firm “fairness” investigations surface
On Tuesday, at least one shareholder law firm announced it is investigating the fairness of the sale price and related disclosures around the $24.55-per-share transaction. These types of releases are common after M&A announcements and can generate headlines even when they don’t change the probability of closing. 5
What it means for investors: treat this as a headline risk item, not necessarily a deal-breaker. The practical market impact usually shows up only if litigation leads to:
- a materially revised price,
- a meaningful delay, or
- new disclosure that changes the vote calculus.
What to know before the market opens tomorrow (Wednesday, Dec. 24, 2025)
Wednesday is not a normal session — and that matters for a stock like CWAN that’s already trading on spread, liquidity, and execution.
1) U.S. markets are open — but it’s an early close
The NYSE holiday calendar shows an early close at 1:00 p.m. ET on Wednesday, Dec. 24, 2025 (with eligible options closing at 1:15 p.m. ET). 6
Reuters has also reported that major U.S. exchanges are sticking to their planned schedule for Dec. 24 and Dec. 26, with markets closing early on Dec. 24 as previously planned. 7
Why it matters for CWAN: early-close sessions often bring:
- thinner order books,
- wider bid/ask spreads, and
- faster “air pockets” on rumor-driven names.
That’s especially relevant when a stock is priced to pennies around a deal spread.
2) Key U.S. data before the open: jobless claims
Market calendars point to Initial jobless claims (8:30 a.m. ET) as a key scheduled release on Dec. 24. 8
While CWAN is now primarily deal-driven, macro prints can still affect:
- risk appetite for merger spreads broadly, and
- trading conditions in thin holiday liquidity.
3) Macro backdrop today: consumer confidence fell
On Tuesday, U.S. consumer confidence declined in December, with the Conference Board index reported at 89.1 (down 3.8 points), reflecting concerns about jobs, income, and prices. 9
That backdrop doesn’t directly change CWAN’s cash consideration, but it can influence the broader tone in equities and event-driven strategies into year-end.
The CWAN checklist for Wednesday’s open
If you’re tracking Clearwater Analytics stock into Wednesday morning, the most important “before the bell” items are deal-specific:
- Any new bid chatter during the go-shop window (through Jan. 23, 2026) 1
- Any regulatory or filing updates related to the transaction timeline and conditions 1
- Whether the spread widens or tightens in early-close liquidity (often a sentiment gauge for deal risk) 2
- More analyst moves that converge targets to $24.55 or comment on odds of a competing bid 4
Bottom line
After the bell on Dec. 23, 2025, Clearwater Analytics (CWAN) is trading like a classic take-private situation: price pinned near $24, modest after-hours movement, and attention shifting from fundamentals to closing probability, timing, and any go-shop surprises. 2
With markets open Wednesday but closing early at 1 p.m. ET, expect holiday-thin liquidity — and keep the focus on deal headlines and the spread, not earnings-style momentum. 6
