Why Is Clearwater Analytics (CWAN) Stock Surging in Premarket? $8.4B Acquisition Announced

Clearwater Analytics Holdings, Inc. (NYSE: CWAN) is experiencing a significant surge in premarket trading, jumping 7.55% to $23.93 as of 5:55 AM EST on December 22, 2025. The dramatic move comes after the company announced late Sunday that it has entered into a definitive agreement to be acquired for approximately $8.4 billion by an investor consortium led by Permira and Warburg Pincus, with participation from Singapore’s Temasek and support from Francisco Partners. The deal represents a major premium for shareholders and marks one of the largest take-private transactions in the software sector this year.

Clearwater Analytics Agrees to $24.55 Per Share Cash Buyout

Under the terms of the merger agreement, Clearwater Analytics stockholders will receive $24.55 per share in cash upon completion of the transaction. This offer represents a substantial premium of approximately 47% over CWAN’s undisturbed share price as of November 10, 2025, the last trading day before media reports surfaced regarding a potential transaction.

The acquisition was unanimously recommended by the Special Committee of CWAN’s Board of Directors, which is composed entirely of independent and disinterested directors, following a thorough process that included engaging with certain strategic buyers and financial sponsors.

The transaction values the company at approximately $8.4 billion and is expected to close in the first half of 2026, subject to approval by CWAN’s stockholders (including a majority of votes cast by disinterested stockholders) and customary closing conditions, including receipt of regulatory approvals.

Upon completion, CWAN’s common stock will no longer be publicly listed on the New York Stock Exchange, and the company will become a privately held entity. The merger agreement includes a “go-shop” period ending January 23, 2026, during which CWAN can actively solicit and evaluate alternative acquisition proposals.

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CWAN Shares Rise Toward Offer Price After Deal Announcement

Prior to the acquisition announcement, CWAN stock closed at $22.25 on December 19, 2025, up 1.32% for the day. The premarket surge to $23.93 reflects significant investor enthusiasm about the deal terms. However, the stock has faced headwinds over the past year, with a year-to-date return of -19.15% and a one-year return of -20.31%, significantly underperforming the S&P 500’s gains of 16.20% and 16.49% respectively.

The company’s market capitalization stood at $7.246 billion at the previous close, with a trailing P/E ratio of 14.26 and analyst price targets ranging from $24.00 to $36.00, with an average target of $28.90.

Clearwater Analytics develops and provides a Software-as-a-Service (SaaS) solution for automated investment data aggregation, reconciliation, accounting, and reporting services to insurers, investment managers, corporations, institutional investors, and government entities. The company employs 1,915 full-time employees and operates in the software application industry within the technology sector.

CEO Sandeep Sahai emphasized that operating as a private company will empower the firm to invest boldly in integrating platforms to deliver a next-generation front-to-back solution addressing alternative assets, risk analytics, and AI-powered solutions leveraging their proprietary database.

Disclaimer: The author does not hold or have a position in any securities discussed in the article. All stock prices were quoted at the time of writing.