Clearwater Analytics (CWAN) Stock Surges on $8.4 Billion Take-Private Deal: Price, Timeline, and What Analysts Are Saying (Dec. 22, 2025)

Clearwater Analytics Holdings, Inc. (NYSE: CWAN) is in the spotlight on December 22, 2025, after the company confirmed it has agreed to be acquired in an all-cash take-private transaction valued at about $8.4 billion (including debt). Shareholders are set to receive $24.55 per share in cash, a headline number that has quickly become the market’s “gravity well” for the stock. ^[1]

With the deal now public, the CWAN story shifts from the usual quarterly beat/miss drama to a more deal-driven narrative: merger timelines, regulatory approvals, a “go-shop” window for competing bids, and whether the stock trades at (or below) the $24.55 cash consideration while investors price in closing risk.

CWAN stock today: trading near the deal price, but not at it

On December 22, CWAN traded around $24.10, up sharply on the day and within striking distance of the $24.55 buyout price. ^[2]

That gap matters. When a public company agrees to be bought for cash, its stock often trades slightly below the offer price until the transaction closes. That difference—often called the deal spread—reflects time (money tied up until closing) and risk (the deal could be delayed, renegotiated, or fail).

The deal in plain English: $24.55 per share cash, expected to close in H1 2026

Here are the core terms confirmed by the company and regulators:

Consideration: CWAN shareholders will receive $24.55 per share in cash. ^[3]
Deal size: The transaction values Clearwater at approximately $8.4 billion, including debt. ^[4]
Timing: The deal is expected to close in the first half of 2026, subject to customary conditions. ^[5]
Approvals: Closing depends on shareholder approval and regulatory approvals, including the expiration or early termination of the U.S. Hart-Scott-Rodino (HSR) antitrust waiting period. ^[6]
What happens to the stock: If completed, CWAN will be delisted from the NYSE and deregistered under the Exchange Act. ^[7]

The agreement was approved by Clearwater’s board following a unanimous recommendation from a special committee of independent and disinterested directors, according to the company’s SEC filing. ^[8]

Who’s buying Clearwater Analytics—and why this is a “boomerang” buyout

The buyer group is led by private equity firms Permira and Warburg Pincus, with Francisco Partners supporting the transaction and Temasek participating. ^[9]

A notable wrinkle: Permira and Warburg Pincus were not strangers arriving from the wilderness—they were previously involved in Clearwater’s ownership and helped take the company public in 2021. That’s why some deal watchers have described it as a return to private ownership after only a few years in the public markets. ^[10]

The go-shop period: Clearwater can seek a better offer through Jan. 23, 2026

One of the most important details for CWAN shareholders is the “go-shop” provision.

Clearwater’s merger agreement allows the company to actively solicit and evaluate alternative proposals until January 23, 2026 (New York time), with defined mechanics for extensions and eligible bidders. ^[11]

In other words: the board has agreed to sell—but it’s also obligated to test the market for a potentially superior deal during this window. There’s no guarantee a higher bid emerges, but the structure explicitly leaves that door open. ^[12]

Break fees and deal protections: what’s in the fine print

Deal terms aren’t just about price—they’re also about what happens if something goes wrong.

According to Clearwater’s SEC filing, the merger agreement includes:

A company termination fee of $111.67 million in certain go-shop/superior proposal scenarios, and $241.95 million in other circumstances. ^[13]
A reverse termination fee payable by the buyer of $521.13 million in specified scenarios if the buyer fails to close. ^[14]
A “drop-dead” outside date: either party may terminate if the merger is not consummated by September 20, 2026 (subject to extensions described in the agreement). ^[15]

These provisions don’t determine the outcome by themselves—but they shape incentives, negotiating leverage, and how investors handicap the probability of closing.

Why now? The AI and integration angle, plus investor pressure

So why take Clearwater private at this moment?

Reuters points directly to Clearwater’s AI opportunity as a central part of the investment thesis. The company’s cloud architecture can support AI-driven tools that generate more on-demand portfolio insights, and a source familiar with the deal told Reuters that the chance to deepen Clearwater’s AI capabilities was a key attraction for the buyer group. ^[16]

At the same time, the deal lands after a period of heightened market attention:

Activist investor Starboard Value took a nearly 5% stake earlier in December and pushed for actions aimed at boosting shareholder value, including running a robust sales process if inbound interest existed, Reuters reported. ^[17]
Clearwater’s strategy has included acquisitions (notably cited in press coverage as including Enfusion, Beacon, and Bistro), and the pace of M&A plus integration complexity has been a recurring investor concern. ^[18]

This combination—AI narrative upside, integration execution risk, and public-market scrutiny—is often the exact cocktail that makes a take-private deal appealing: buyers think they can compound value away from quarterly pressure, while public shareholders get immediate liquidity at a premium.

What analysts are saying on Dec. 22: “undervalued” vs. “cash is king”

The most talked-about analyst reaction on December 22 came from RBC Capital Markets, which maintained an Outperform rating and a $36 price target, explicitly stating that the $24.55 offer “undervalues” Clearwater—despite acknowledging the logic of the deal after the stock’s underperformance. ^[19]

Other firms mentioned in same-day coverage include:

DA Davidson reaffirming a Buy with a $30 target (as referenced in analyst-coverage reporting). ^[20]
Morgan Stanley maintaining an Overweight rating with a $27 target (also referenced in that coverage). ^[21]

Why do these targets matter now that a cash deal exists? In a take-private situation, analyst targets become less about “where the stock should trade in 12 months” and more about two deal-centric questions:

Could a higher bid emerge during the go-shop period?
If the deal fails, what is the stock worth on fundamentals?

RBC’s stance effectively signals that, in their view, either (a) the intrinsic value is higher than $24.55, or (b) the buyer group is capturing meaningful upside that public shareholders won’t participate in—unless a competing offer appears.

Clearwater Analytics fundamentals: the backdrop buyers are underwriting

Even though today’s trading is deal-driven, Clearwater’s operating performance still matters because it informs (1) whether another bidder might pay more, and (2) where CWAN could land if the transaction breaks.

In its most recent quarterly report (Q3 2025, released Nov. 5), Clearwater reported:

Revenue:$205.1 million, up 77.1% year-over-year ^[22]
Adjusted EBITDA:$70.7 million, up 84.5% year-over-year ^[23]
Net loss:$10.5 million (GAAP), alongside non-GAAP net income of $40.6 million ^[24]
Operating cash flow:$49.0 million and free cash flow of $44.9 million ^[25]
ARR:$807.5 million as of Sept. 30, 2025; gross retention 98% and net retention 108% ^[26]
Debt and liquidity:$64.1 million cash/investments and $838.9 million total debt (net of issuance cost) ^[27]

On the narrative side, Clearwater has been leaning hard into AI as a differentiator. In the same Q3 release, CEO commentary described a “single instance” architecture that allows AI models and agents to learn quickly, and cited customer results from AI agent usage (company-reported). ^[28]

Earlier in December, Clearwater also published its 2026 Economic Outlook and introduced the CWAN Duration Activity Index (CDAI)—a real-time measure of institutional duration positioning based on data from institutions managing over $2 trillion in assets, according to the company. ^[29]

That kind of proprietary dataset and “platform as a data engine” framing is exactly the sort of asset private equity buyers often believe can be monetized more aggressively with time and operational focus.

CWAN stock forecast from here: three realistic scenarios

With a signed cash deal on the table, CWAN’s near-term path is less about traditional “forecasting” and more about scenario math.

Scenario 1: The deal closes as agreed (base case)

If the acquisition closes in the first half of 2026 as expected, CWAN shareholders receive $24.55 in cash. ^[30]
In this scenario, the stock typically trades slightly below $24.55 until closing, with the gap reflecting time and risk.

Scenario 2: A higher bid emerges during go-shop (bull case)

The go-shop window runs through Jan. 23, 2026, giving Clearwater a defined period to solicit better offers. ^[31]
If a credible superior proposal appears, CWAN could trade above $24.55, reflecting a revised bid (or a bidding contest). Analyst commentary suggesting undervaluation (notably RBC) adds fuel to this narrative, even if it doesn’t guarantee a new offer. ^[32]

Scenario 3: The deal breaks (bear case)

If regulatory approvals fail, financing collapses, shareholders vote no, or other conditions aren’t met, CWAN could fall back toward a fundamentals-driven price—potentially influenced by investor concerns cited in recent coverage (integration complexity, leverage, and how AI changes the competitive landscape). ^[33]

What investors will watch next

From here, CWAN coverage will likely focus on a few concrete milestones:

Go-shop developments (if any) through Jan. 23, 2026 ^[34]
The proxy materials and transaction disclosures leading into the shareholder vote ^[35]
Regulatory review, including the HSR waiting period and any other required approvals ^[36]
Any updates on financing (equity commitments and debt financing are described in the SEC filing) ^[37]

Bottom line

On December 22, 2025, Clearwater Analytics stock is being repriced as a deal asset: $24.55 per share in cash is the anchor, and the stock’s day-to-day moves are now a referendum on closing probability, timing, and the odds of a higher bid during the go-shop period. ^[38]

For readers tracking CWAN as a technology platform story—AI-enabled investment accounting, data aggregation, and workflow automation—the buyout is also a statement: Permira and Warburg Pincus are betting that Clearwater’s platform (and its AI leverage) may be more valuable outside the public markets than inside them. ^[39]