Clearwater Analytics Holdings, Inc. (NYSE: CWAN) isn’t trading like a typical software stock on December 24, 2025. It’s trading like a deal.
As of today, CWAN is around $24.14, with shares moving in a tight range that reflects a simple market reality: Clearwater has agreed to be acquired for $24.55 per share in cash, so the stock is now largely “anchored” to that number—until something changes (a higher bid, a delay, or a deal break). [1]
Below is what’s driving CWAN stock right now, what analysts are saying as the dust settles, and what investors are watching next during the go-shop period.
CWAN stock price today: why shares are “pinned” near $24
On Dec. 24, 2025, CWAN is trading at $24.14. That’s only about $0.41 below the agreed cash buyout price of $24.55—a gap of roughly 1.7% that represents the market’s collective “deal spread” (time value + risk). [2]
That spread exists because the buyout won’t close instantly. Investors are weighing:
- How long the process takes (months, not days)
- Whether regulators, shareholders, or courts slow it down
- Whether a better offer appears during the go-shop window
When a stock behaves like this, daily headlines about “software multiples” matter less than merger mechanics.
The headline: Clearwater Analytics to be acquired for about $8.4B at $24.55 per share
Clearwater Analytics announced a definitive agreement to be taken private by an investor group led by Permira and Warburg Pincus, with participation from Temasek and support from Francisco Partners. The agreed consideration is $24.55 per share in cash, and Reuters describes the transaction value as about $8.4 billion including debt. [3]
The company itself positioned the move as a way to invest more aggressively and integrate its platform under private ownership—an argument that resonates in enterprise fintech, where multi-year platform integrations can be punished in public markets but financed patiently in private ones. [4]
Why the premium mattered
The deal price represents roughly a 47% premium to Clearwater’s “undisturbed” price on Nov. 10, 2025 (the last trading day before early media reports about a potential transaction), according to the company’s press release and Reuters. [5]
Go-shop window is live: the biggest near-term catalyst
The merger agreement includes a go-shop period through January 23, 2026 (New York time). During this window, Clearwater can actively solicit and evaluate alternative acquisition proposals—except from certain “disallowed parties” referenced in the filing. [6]
There’s also an additional “go-shop extension” structure: after the go-shop ends, Clearwater may continue discussions until February 2, 2026 with certain parties that submitted qualifying proposals during the initial window (the filing defines these as “Excluded Parties,” under specific conditions). [7]
Why this matters for CWAN stock:
If a superior offer emerges, CWAN can move closer to (or above) $24.55. If nothing credible emerges, CWAN often trades slightly below $24.55 as the market waits for closing.
Closing conditions: shareholder vote, antitrust timing, and regulatory approvals
Clearwater’s SEC filing lays out customary closing conditions, including:
- Shareholder approval
- Expiration or early termination of the Hart-Scott-Rodino (HSR) waiting period
- Other regulatory approvals/consents
- No legal restraints blocking the merger [8]
Kirkland & Ellis (which advised Clearwater) also highlights that closing is expected in the first half of 2026, subject to approvals and conditions. [9]
Termination fees: the “breakup math” investors are pricing in
One reason the market can hold a stable spread is that merger agreements typically include termination fees that discourage casual walkaways and shape negotiations.
In Clearwater’s 8-K summary:
- If Clearwater terminates to accept a superior proposal during the go-shop (or certain extension circumstances), the termination fee is $111.67 million.
- In other specified circumstances, Clearwater’s termination fee is $241.95 million.
- If the merger terminates under certain circumstances involving the buyer’s failure/breach, the buyer (Parent) would owe Clearwater $521.13 million. [10]
These numbers don’t guarantee closing—but they do change incentives, and they’re part of why CWAN trades like a deal rather than an open-ended growth story.
Financing: who’s funding the deal?
According to the 8-K, the buyer has:
- Equity financing commitments from funds affiliated with Permira, Warburg Pincus, Francisco Partners, and Temasek
- Debt financing commitments from Goldman Sachs Asset Management and GLQ II Credit Investments [11]
Barron’s also reported that Goldman Sachs Alternatives is providing full debt financing for the transaction. (Goldman’s internal labels vary across entities; the SEC filing is the more precise “who” and “what” for commitments.) [12]
The backstory: a sale process had been brewing for weeks
This buyout didn’t appear out of a clear blue Idaho sky.
- In mid-November, Reuters reported Permira and Warburg Pincus were in talks to buy Clearwater. [13]
- Days later, Reuters reported Thoma Bravo had made an offer to acquire Clearwater as the race gathered pace. [14]
- In early December, Reuters reported activist investor Starboard Value had taken a nearly 5% stake and pushed for steps to boost the share price and run a robust process if inbound interest existed. [15]
In other words: CWAN’s “deal era” is the culmination of a very modern storyline—public-market skepticism, activist pressure, and sponsors circling a platform asset.
Why private equity wants Clearwater: growth, integration, and an enterprise “platform” bet
Clearwater sells software for institutional investment accounting, reporting, and analytics—plumbing that’s mission-critical but historically fragmented across legacy systems.
Axios describes Clearwater’s unified platform approach (aggregating portfolio data and delivering accounting/analytics in one place), which fits neatly into the private equity thesis of buying durable workflow infrastructure and scaling it. [16]
Recent performance and guidance (from Clearwater’s latest earnings release)
In its Q3 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
- ARR (annualized recurring revenue) of $807.5 million as of Sept. 30, 2025 [17]
Clearwater also provided consolidated guidance at the time:
- Q4 2025 revenue: $216–$217 million
- Full-year 2025 revenue: $730–$731 million
- Full-year 2025 adjusted EBITDA: $247 million [18]
This matters for CWAN’s valuation narrative: sponsors are often willing to underwrite multi-year integration and margin expansion—especially when a company is rolling multiple acquisitions into a single “front-to-back” platform story.
The market’s concern: acquisitions and integration risk
MarketWatch noted Clearwater had been on a buying spree (including Enfusion, Beacon, and Bistro) and that investor concerns around organic growth and M&A integration helped weigh on the stock—context that makes a take-private structure more plausible. [19]
Analyst forecasts and rating changes: “price targets” meet deal reality
Once a definitive cash deal is signed, classic 12-month price targets become… awkward. If the deal closes, the stock stops trading and converts to cash. So analysts either:
- Move to Hold/Neutral around the deal price, or
- Continue arguing the offer undervalues the company (often relevant mainly for “could a higher bid show up?” narratives)
Fresh analyst moves around the deal
- Loop Capital downgraded CWAN to Hold from Buy with a $24.55 target after the deal announcement. [20]
- Piper Sandler reportedly downgraded CWAN from Overweight to Neutral (reported Dec. 24, referencing a Dec. 23 action). [21]
Where consensus targets were before the buyout “cap”
Fintel’s aggregated data (also syndicated on Nasdaq) put the average one-year price target around $29.25, with a range roughly from the mid-$24s to the high-$30s—figures that largely reflect the pre-deal valuation debate rather than the post-deal payoff math. [22]
Meanwhile, MarketWatch reported RBC analysts viewed the offer as undervaluing the business, reflecting the idea that public markets weren’t rewarding Clearwater’s acquisition-driven expansion and integration strategy. [23]
How to read analyst “forecasts” now:
- If you see targets well above $24.55, that’s a statement about perceived intrinsic value or potential bid tension—not a straightforward “12-month upside” in the usual sense.
- If you see targets at $24.55, that’s essentially “deal-mode coverage.”
Options and trading activity: elevated interest as deal traders step in
Deals often light up options markets because traders position around:
- A tighter spread into closing
- A competing bid during go-shop
- Tail risk of a deal break
MarketBeat flagged unusually high options activity around the announcement period, including a sharp jump in call option volume versus typical levels. [24]
And on Dec. 24, TheFly’s “unusually active option classes” list included CWAN among the names drawing attention at the open. [25]
Motley Fool also noted that event-driven traders tend to focus on the merger-arbitrage spread and deal risk once a transaction like this hits the tape—exactly the pattern CWAN is showing today. [26]
What investors are watching next (Dec. 24, 2025 checklist)
For CWAN shareholders and merger-arb watchers, the next several weeks are about process, not product launches.
1) Go-shop headlines (through Jan. 23, 2026)
Any credible rumor of a higher bid can tighten the spread fast—especially with multiple parties previously reported to have interest. [27]
2) SEC filings: proxy statement + Schedule 13E-3
Clearwater’s 8-K notes the company and certain affiliates intend to file a transaction statement on Schedule 13E-3, along with a proxy statement for shareholders. [28]
3) Regulatory timing (HSR and other approvals)
The HSR waiting period and other regulatory consents are standard—but still real gating items. [29]
4) Litigation noise (common in take-privates)
Many take-private deals attract shareholder-law-firm scrutiny. Sometimes it’s meaningful; often it’s background noise. Still, it can affect timelines at the margin.
5) Spread behavior vs. deal milestones
With CWAN at ~$24.14 today and the cash price at $24.55, the spread is small—but not zero. That gap will expand or compress based on perceived probability and timing of closing. [30]
Bottom line: CWAN is now a “deal stock” until proven otherwise
On Dec. 24, 2025, Clearwater Analytics stock is best understood through the lens of a signed take-private agreement:
- Base case: shareholders get $24.55 cash when the deal closes (expected H1 2026, subject to approvals). [31]
- Bull case: the go-shop produces a higher bid (or improved terms). [32]
- Bear case: delays, adverse developments, or a broken deal reintroduce fundamental valuation risk. [33]
Clearwater’s longer-term story—platform integration, institutional client expansion, and AI-driven workflow automation—still explains why sponsors want the asset. But CWAN’s near-term trading is about closing mechanics and the go-shop clock.
References
1. www.businesswire.com, 2. www.businesswire.com, 3. www.reuters.com, 4. www.businesswire.com, 5. www.businesswire.com, 6. www.sec.gov, 7. www.sec.gov, 8. www.sec.gov, 9. www.kirkland.com, 10. www.sec.gov, 11. www.sec.gov, 12. www.barrons.com, 13. www.reuters.com, 14. www.reuters.com, 15. www.reuters.com, 16. www.axios.com, 17. www.businesswire.com, 18. www.businesswire.com, 19. www.marketwatch.com, 20. www.tipranks.com, 21. fintel.io, 22. www.nasdaq.com, 23. www.marketwatch.com, 24. www.marketbeat.com, 25. www.tipranks.com, 26. www.fool.com, 27. www.sec.gov, 28. www.sec.gov, 29. www.sec.gov, 30. www.businesswire.com, 31. www.businesswire.com, 32. www.sec.gov, 33. www.sec.gov
