Private company

Clearwater Analytics Holdings, Inc.

Clearwater Analytics Holdings, Inc. is an American prepackaged software services company based in Boise.1

Last updated Oct 20, 2026.

Overview

$731.4MRevenue, fiscal 20252
-$38.8MNet income, fiscal 20252
  • IndustryServices-Prepackaged Software1
  • HeadquartersBoise, Idaho1
  • Incorporated inDE3
  • Business address777 W. Main Street, Suite 900, Boise, Id 837023
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation

On December 20, 2025, we entered into the Merger Agreement to be acquired in a transaction valued at approximately $8.4 billion by an investor group led by Permira and Warburg Pincus, and also including Temasek Holdings (Private) Limited (“Temasek”) and Francisco Partners Management, L.P. (“Francisco Partners” and, collectively with Permira, Warburg and Temasek, the “Investor Group”). Under the terms of the Merger Agreement, each share of our Class A common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares of our Class A common stock (i) owned by Parent or Merger Sub, (ii) owned by us as treasury shares or (iii) held by any person who properly exercises appraisal rights under the Delaware General Corporation Law (the “DGCL”)) will convert into the right to receive an amount in cash equal to $24.55 per share, without interest, upon compl…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

67.3%Gross margin2
-1.1%Operating margin2
-5.3%Net margin2
61.9%Revenue growth, 20252
-1.9%Return on equity2
0.40×Debt to equity2
$164.3MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue33¢$239.2M
  • Research and development27¢$196.2M
  • Other costs39¢$286.5M
  • Income tax1¢$9.4M

Out of $731.4M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending7¢$11.6M
  • Share buybacks10¢$18.1M
  • Kept or used elsewhere83¢$146.3M

Out of $175.9M of cash from operations.2

Financial statements

Revenue56782$731.4M in 2025+335% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $168.0M$168.0M20192020: $203.2M$203.2M2020+21%2021: $252.0M$252.0M2021+24%2022: $303.4M$303.4M2022+20%2023: $368.2M$368.2M2023+21%2024: $451.8M$451.8M2024+23%2025: $731.4M$731.4M2025+62%
Gross profit56782$492.1M in 2025+307% since 2019
0$200.0M$400.0M$600.0M2019: $120.9M$120.9M20192020: $150.0M$150.0M2020+24%2021: $184.2M$184.2M2021+23%2022: $215.6M$215.6M2022+17%2023: $261.0M$261.0M2023+21%2024: $328.8M$328.8M2024+26%2025: $492.1M$492.1M2025+50%
Operating income56782-$7.7M in 2025
-$40.0M-$20.0M0$20.0M$40.0M2019: $25.7M$25.7M20192020: -$20.4M-$20.4M20202021: $28.5M$28.5M20212022: $5.1M$5.1M2022−82%2023: -$16.7M-$16.7M20232024: $12.2M$12.2M20242025: -$7.7M-$7.7M2025
Net income56782-$38.8M in 2025
-$200.0M0$200.0M$400.0M$600.0M2019: $7.7M$7.7M20192020: -$44.2M-$44.2M20202021: -$8.2M-$8.2M2021−81%2022: -$8.0M-$8.0M2022−3%2023: -$21.6M-$21.6M2023+171%2024: $424.4M$424.4M20242025: -$38.8M-$38.8M2025
Fiscal year2019202020212022202320242025
Revenue$168.0M5$203.2M6$252.0M7$303.4M8$368.2M2$451.8M2$731.4M2
Cost of revenue$47.1M5$53.3M6$67.9M7$87.8M8$107.1M2$123.0M2$239.2M2
Gross profit$120.9M5$150.0M6$184.2M7$215.6M8$261.0M2$328.8M2$492.1M2
Research and development$39.3M5$55.3M6$72.7M7$94.1M8$123.9M2$150.6M2$196.2M2
Operating expenses$155.7M7$210.5M8$277.8M2$316.6M2$499.8M2
Operating income$25.7M5-$20.4M6$28.5M7$5.1M8-$16.7M2$12.2M2-$7.7M2
Interest$17.8M5$22.9M5$25.7M5
Income before tax-$7.6M7-$5.3M8-$22.9M2-$30.1M2-$49.7M2
Income tax$73.0K5$902.0K6$487.0K7$1.4M8$217.0K2-$457.6M2-$9.4M2
Net income$7.7M5-$44.2M6-$8.2M7-$8.0M8-$21.6M2$424.4M2-$38.8M2
Earnings per share-$0.057-$0.048-$0.112$1.932-$0.142
Earnings per share (diluted)-$0.057-$0.048-$0.112$1.682-$0.142
Shares (weighted, basic)177.7M shares7185.6M shares8199.7M shares2219.3M shares2271.3M shares2
Shares (weighted, diluted)177.7M shares7185.6M shares8199.7M shares2254.4M shares2271.3M shares2

Compare Clearwater Analytics Holdings, Inc. with another company

Corporate structure

Clearwater Analytics Holdings, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Clearwater Analytics Holdings, Inc.

  • GLAZER CAPITAL, LLC Filed SCHEDULE 13G on Clearwater Analytics Holdings, Inc., latest Jul 1, 2026
  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Clearwater Analytics Holdings, Inc., latest Apr 29, 2026
  • VANGUARD PORTFOLIO MANAGEMENT LLC Filed SCHEDULE 13G on Clearwater Analytics Holdings, Inc., latest Apr 29, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Clearwater Analytics Holdings, Inc., latest Mar 26, 2026 (9 filings since Feb 9, 2022)
  • Wellington Management Company Filed SCHEDULE 13G/A on Clearwater Analytics Holdings, Inc., latest Feb 10, 2026 (4 filings since Feb 4, 2022)
  • WCAS XIII CARBON ANALYTICS ACQUISITION, L.P. Filed SCHEDULE 13G/A on Clearwater Analytics Holdings, Inc., latest Aug 13, 2025 (4 filings since Feb 14, 2022)
  • WASATCH ADVISORS LP Filed SCHEDULE 13G/A on Clearwater Analytics Holdings, Inc., latest May 15, 2025 (8 filings since Feb 11, 2022)
  • KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC Filed SCHEDULE 13G/A on Clearwater Analytics Holdings, Inc., latest May 14, 2025 (9 filings since Oct 12, 2021)
  • Galibier Purchaser, LLC Filed SCHEDULE 13G/A on Clearwater Analytics Holdings, Inc., latest Feb 13, 2025 (4 filings since Feb 14, 2023)
  • WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC Filed SCHEDULE 13G/A on Clearwater Analytics Holdings, Inc., latest Feb 12, 2025 (2 filings since Feb 12, 2024)
  • WARBURG PINCUS LLC Filed SC 13G/A on Clearwater Analytics Holdings, Inc., latest Nov 14, 2024 (3 filings since Feb 14, 2022)
  • WCAS XII CARBON ANALYTICS ACQUISITION, L.P. Filed SC 13G/A on Clearwater Analytics Holdings, Inc., latest Nov 13, 2024
  • Clearwater Analytics Holdings, Inc. Boise, Idaho

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Clearwater Analytics Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Computer equipment and software$500.0K2 Dec 31, 2025$500.0K2 Dec 31, 20240%
Property and equipment, before depreciation$54.7M2 Dec 31, 2025$37.7M2 Dec 31, 2024+45.2%
Accumulated depreciation$28.1M2 Dec 31, 2025$22.9M2 Dec 31, 2024+22.7%
Property and equipment, net$26.6M2 Dec 31, 2025$14.8M2 Dec 31, 2024+79.8%
Operating-lease assets (leased space)$34.3M2 Dec 31, 2025$24.8M2 Dec 31, 2024+38.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$91.2M2 Dec 31, 2025$177.3M2 Dec 31, 2024−48.6%
Marketable securities, current$02 Dec 31, 2025$78.1M2 Dec 31, 2024−100.0%
Debt securities available for sale$106.7M8 Dec 31, 2024$99.9M7 Dec 31, 2023+6.8%
Long-term investments$02 Dec 31, 2025$30.3M2 Dec 31, 2024−100.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.3B2 Dec 31, 2025$71.0M2 Dec 31, 2024+1689.5%
Intangible assets, net (excluding goodwill)$687.6M2 Dec 31, 2025$30.9M2 Dec 31, 2024+2127.5%
Finite-lived intangibles, gross$774.2M2 Dec 31, 2025$40.6M2 Dec 31, 2024+1804.7%
Accumulated amortization$86.6M2 Dec 31, 2025$9.8M2 Dec 31, 2024+785.9%
Finite-lived intangibles, net$687.6M2 Dec 31, 2025$30.9M2 Dec 31, 2024+2127.5%

Properties, in its own words

Our corporate headquarters is located in Boise, Idaho and consists of 106,780 square feet under a lease agreement that expires on October 31, 2026. In January 2026, the lease agreement was renewed for a 10-year period, ending on October 31, 2036. We also lease office space in New York, New York; Chicago, Illinois; McLean, Virginia; Seattle, Washington; San Jose, California; London, United Kingdom; Edinburgh, United Kingdom; Dublin, Ireland; Paris, France; Luxembourg; Frankfurt, Germany; Noida, India; Bangalore, India; Mumbai, India; Tokyo, Japan; Sydney, Australia; Singapore and Hong Kong.

We lease all our facilities and do not own any real property. We believe that our office facilities are adequate for our immediate needs and that additional or substitute space is readily available if needed to accommodate the growth of our operations.

Item 2 of the 10-K filed Feb 18, 2026.4

Leadership

Who has led Clearwater Analytics Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. James S. Cox2021–now

Chief operating officer

  1. Subi Sethi2026–now
2025
Board members and other officers (25)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorAndrew Scott Young named May 12, 202539
  • DirectorLisa A. Jones named May 12, 202539

Timeline

  1. Jun 25, 20268-K Entered a material agreement; Ended a material agreement; Completed an acquisition or sale40
  2. Jun 22, 20268-K Regulation FD disclosure41
  3. May 7, 20268-K Shareholder vote42
  4. May 7, 20268-K Results of operations43
  5. Feb 18, 20268-K Results of operations44
  6. Feb 17, 20268-K Regulation FD disclosure45
  7. Jan 23, 20268-K Other events46
  8. Dec 22, 20258-K Entered a material agreement; Other events47
  9. Nov 5, 20258-K Results of operations48
  10. Sep 3, 20258-K Other events49
  11. Aug 6, 20258-K Results of operations50
  12. Aug 5, 20258-K Executive or director change; Regulation FD disclosure51
  13. Sep 23, 2021New chief executive Sandeep Sahai becomes CEO13

Calendar

When it reported results

  1. May 7, 2026Reported quarterly or annual results43
  2. Feb 18, 2026Reported quarterly or annual results44
  3. Nov 5, 2025Reported quarterly or annual results48
  4. Aug 6, 2025Reported quarterly or annual results50
  5. Apr 30, 2025Reported quarterly or annual results52
  6. Feb 19, 2025Reported quarterly or annual results53
  7. Nov 6, 2024Reported quarterly or annual results54
  8. Jul 31, 2024Reported quarterly or annual results55

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

646 filings to the SEC since October 2021: 7 annual reports, 14 quarterly reports, 56 major events, 334 insider forms, 68 large holders, 1 private raises, 166 other. The latest 20:

  1. Jul 6, 202615-12G EDGAR
  2. Jul 1, 2026SCHEDULE 13G EDGAR
  3. Jun 25, 20264 EDGAR
  4. Jun 25, 20264 EDGAR
  5. Jun 25, 20264 EDGAR
  6. Jun 25, 20264 EDGAR
  7. Jun 25, 20264 EDGAR
  8. Jun 25, 20264 EDGAR
  9. Jun 25, 20264 EDGAR
  10. Jun 25, 20264 EDGAR
  11. Jun 25, 20264 EDGAR
  12. Jun 25, 20264 EDGAR
  13. Jun 25, 20264 EDGAR
  14. Jun 25, 2026POSASR EDGAR
  15. Jun 25, 2026POSASR EDGAR
  16. Jun 25, 2026S-8 POS EDGAR
  17. Jun 25, 2026S-8 POS EDGAR
  18. Jun 25, 2026SC 13E3/A EDGAR
  19. Jun 25, 20268-K EDGAR
  20. Jun 22, 20268-K EDGAR

The 646 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

248 open-market trades by officers, directors and large owners since October 2021: 42 buys and 206 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 15, 2026MACKESY D SCOTTDirectorSale633,879$24.30$15.4MForm 4
Jun 8, 2026Das SouvikChief Technology OfficerSale10,000$24.35$243.5KForm 4
May 8, 2026Das SouvikChief Technology OfficerSale10,000$24.34$243.4KForm 4
Apr 15, 2026Cox James SChief Financial OfficerSale18,700$24.07$450.1KForm 4
Apr 8, 2026Das SouvikChief Technology OfficerSale10,000$24.01$240.1KForm 4
Mar 31, 2026Sethi SubiChief Operating OfficerSale19,858$23.80$472.6KForm 4
Mar 31, 2026Das SouvikChief Technology OfficerSale14,686$23.80$349.5KForm 4
Mar 31, 2026Erickson Scott StanleyChief Revenue OfficerSale18,790$23.80$447.2KForm 4
Mar 31, 2026Sahai SandeepSee RemarksSale51,967$23.80$1.2MForm 4
Mar 31, 2026Cox James SChief Financial OfficerSale21,631$23.80$514.8KForm 4
Mar 16, 2026Cox James SChief Financial OfficerSale18,700$23.33$436.3KForm 4
Mar 9, 2026Das SouvikChief Technology OfficerSale10,000$23.37$233.7KForm 4
Feb 18, 2026Sethi SubiChief Operating OfficerSale76,689$23.44$1.8MForm 4
Feb 18, 2026Das SouvikChief Technology OfficerSale88,848$23.44$2.1MForm 4
Feb 18, 2026Erickson Scott StanleyChief Revenue OfficerSale74,530$23.44$1.7MForm 4
Feb 18, 2026Sahai SandeepSee RemarksSale233,813$23.44$5.5MForm 4
Feb 18, 2026Cox James SChief Financial OfficerSale93,930$23.44$2.2MForm 4
Feb 17, 2026Cox James SChief Financial OfficerSale18,700$22.97$429.5KForm 4
Feb 9, 2026Das SouvikChief Technology OfficerSale10,000$23.89$238.9KForm 4
Jan 15, 2026Cox James SChief Financial OfficerSale18,700$24.14$451.4KForm 4

All 248 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Apr 30, 2025Raised $261.8 million in a private offering of equity Form D: 95 investors so far Form D

SEC filer profile

How Clearwater Analytics Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARClearwater Analytics Holdings, Inc.1
  • CIK0001866368
  • Employer ID (EIN)87-10437114
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address777 W. Main Street, Suite 900, Boise, ID 837021
  • Phone208-918-24001
  • Shares outstanding294,353,077 Common Class A shares; 1,113,136 Common Class B shares as of Feb 13, 20264
  • Public float$6.3B as of Jun 30, 20254
  • AuditorKPMG LLP, Boise, Idaho PCAOB ID 185; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceJun 10, 20211
  • Filings710 in all: 4 (323), 144 (102), 8-K (57), SC 13G/A (37), 3 (31), SC 13G (16), 4/A (15), 10-Q (14)1
    All 47 form types

    DEFA14A (13), SCHEDULE 13G/A (11), 425 (9), 424B5 (8), CORRESP (7), DEF 14A (7), UPLOAD (6), 10-K (5), S-1/A (4), SCHEDULE 13G (4), SC 13E3/A (3), 10-K/A (2), 3/A (2), ARS (2), DRS/A (2), DRSLTR (2), EFFECT (2), POSASR (2), S-3ASR (2), S-8 (2), S-8 POS (2), 15-12G (1), 25-NSE (1), 424B3 (1), 424B4 (1), 424B7 (1), 8-A12B (1), CERT (1), CT ORDER (1), D (1), DEFM14A (1), DRS (1), PRE 14A (1), PREM14A (1), PRER14A (1), S-1 (1), S-4 (1), S-4/A (1), SC 13E3 (1)

  • Latest filingsAnnual report (10-K) Feb 18, 2026
    Quarterly report (10-Q) May 7, 2026
    Proxy statement (DEF 14A) Dec 22, 2025
    Latest 8-K (8-K) Jun 25, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.001 per shareCWANNew York Stock Exchange

From the cover page of the 10-K filed Feb 18, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Clearwater Analytics Holdings, Inc. names in Item 1A of its 10-K filed Feb 18, 2026: 56 risks under these headings, as written.4

  • The Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be affected by a number of factors, whether currently known or unknown, including those described below. When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be materially and adversely affected.
  • Because of the following factors, as well as other factors affecting the Company’s results of operations and financial condition, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. This discussion of risk factors contains forward-looking statements.
  • Merger Risks
  • If our proposed Merger does not close, or is delayed, we may experience financial and operational disruptions. In addition our stock price may decline if the Merger is perceived as uncertain to close.
  • Lawsuits may be filed against us and the members of our Board of Directors arising out of the proposed Merger, which may delay or prevent the proposed Merger or otherwise negatively affect our business and operations.
  • The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger.
  • We are subject to certain restrictions on the conduct of our business under the terms of the Merger Agreement.
  • Macroeconomic and Industry Risks
  • We operate in a highly competitive industry, with many companies competing for business from insurance companies, asset managers, hedge funds, corporations and government entities on the basis of a number of factors, including the quality and breadth of solutions and services provided, ability to innovate, reputation and the prices of services, and this competition could hurt our financial performance and cash flows.
  • Our results of operations and financial condition are highly dependent on fees based on the value of the assets on our platform, and for certain solutions dependent on user fees, connectivity fees, market data fees, and managed service fees. To the extent market volatility, a downturn in economic conditions, product utilization, or other factors cause negative trends, fluctuations in usage or fluctuations in the value of the assets on our platform or, our fee-based revenue and earnings may decline.
  • Because some of our sales efforts are targeted at large financial institutions, corporations and government entities, we face prolonged sales cycles, substantial upfront sales costs and less predictability in completing some of our sales. If our sales cycle lengthens, or if our upfront sales investments do not result in sufficient revenue, our results of operations may be harmed.
  • Business and Operational Risks
The other 47 risks
  • We have experienced considerable revenue growth over the past several years, which may be difficult to sustain, and we depend on attracting and retaining top talent to continue growing and operating our business, and if we are unable to hire, integrate, develop, motivate and retain our personnel, we may not be able to maintain or manage our growth, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
  • Our clients may seek to negotiate a lower fee percentage or may cease using our services, which could limit the growth of, or decrease, our revenues.
  • If our investment accounting and reporting solutions, portfolio and order management, regulatory reporting solutions or risk management or performance analytics solutions fail to perform properly due to undetected errors or similar problems, our business, financial condition, reputation or results of operations could be materially adversely affected.
  • We could face liability or incur costs to remediate operational errors or to address possible client dissatisfaction.
  • Our business relies heavily on cloud-based services and to some extent, our own computer equipment, electronic delivery systems, networks and telecommunications systems and infrastructure, the Internet and the IT systems of third parties. Any failures or disruptions in any of the foregoing could result in reduced revenues, increased costs and the loss of clients and could harm our business, financial condition, reputation, and results of operations.
  • If sources from which we obtain information limit our access to such information or institute or increase fees for accessing such information, our business could be materially and adversely harmed.
  • If our reputation is harmed, our business, financial condition or results of operations could be materially adversely affected.
  • Early termination of our client contracts could have a material adverse effect on our business, financial condition or results of operations.
  • We could face liability related to unauthorized access to, disclosure or theft of the personal information we store and process and could consequently incur significant costs.
  • If we or our third-party service providers suffer a cybersecurity event, our reputation may be harmed, we may lose clients and we may incur significant liabilities, any of which would harm our business and results of operations.
  • Disruptions, capacity limitations or interference with our use of the data centers that host our solutions and services could result in delays or outages and harm our business.
  • We may be unable to adapt to rapidly changing technology, evolving industry standards and regulatory requirements and new product and service introductions, which could result in a loss of market share.
  • Our failure to successfully integrate acquisitions could strain our resources. In addition, there are significant risks associated with growth through acquisitions, which may materially adversely affect our business, financial condition or results of operations.
  • We invest significantly in growth and research and development, and to the extent our research and development investments do not translate into new solutions and services or material enhancements to our current solutions and services, or if we do not use those investments efficiently, our business and results of operations would be harmed.
  • Financial Risks
  • Our revenue can fluctuate from period to period, which could cause our stock price to fluctuate.
  • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.
  • Our indebtedness could adversely affect our financial flexibility and our competitive position.
  • Our indebtedness may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.
  • We may not be able to raise additional capital to execute our current or future business strategies on favorable terms, if at all, or without dilution to our stockholders.
  • Goodwill and other intangible assets represent a significant portion of our assets, and any impairment of these assets could negatively impact our results of operations and financial condition.
  • Deferred tax assets represent a significant portion of our assets, and non-realizability of these assets could negatively impact our results of operations and financial condition.
  • Legal and Regulatory Risks
  • We could face liability for certain information we use and/or provide, including information based on data we obtain from other parties.
  • We may become subject to liability based on the use of our investment accounting and reporting solutions, regulatory reporting solutions and internal risk management and performance analytics solutions by our clients.
  • Changes to the laws or regulations applicable to us or to our asset manager or insurance industry clients could adversely affect our business, financial condition or results of operations.
  • If government regulation of the Internet or other areas of our business changes, or if attitudes toward use of the Internet change, we may need to change the manner in which we conduct our business or incur greater operating expenses.
  • We are substantially dependent on our intellectual property rights, and a failure to protect these rights could adversely affect our business, financial condition or results of operations.
  • Third parties may sue us for intellectual property infringement or misappropriation which, if successful, could require us to pay significant damages or make changes to the solutions or services that we offer.
  • If our intellectual property and proprietary technology are not adequately protected to prevent use or appropriation by our competitors, our business and competitive position would suffer.
  • Confidentiality and non-compete agreements with employees, consultants and others may not adequately prevent disclosure of trade secrets and other proprietary information or prevent competition.
  • Issues in the development and use of artificial intelligence, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.
  • International Risks
  • As a global organization, our business is susceptible to risks associated with our international operations.
  • Because our employees are geographically dispersed, we are required to comply with employment-related laws and regulations both in the United States and abroad.
  • If we are unable to effectively manage certain risks and challenges related to our India operations, our business could be harmed.
  • Organizational Structure Risks
  • We are a holding company and our principal asset is our interest in CWAN Holdings and, accordingly, we depend on distributions from CWAN Holdings to pay our taxes and expenses. CWAN Holdings’ ability to make such distributions may be subject to various limitations and restrictions.
  • In certain circumstances, CWAN Holdings will be required to make distributions to us and the Continuing Equity Owners and the distributions may be substantial.
  • If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.
  • Risks Related to Our Class A Common Stock
  • We cannot predict the effect our multiple class structure may have on the trading market for our Class A common stock.
  • Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management.
  • Our certificate of incorporation also provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • We do not intend to pay any cash distributions or dividends on our Class A common stock in the foreseeable future.
  • Future sales of our Class A common stock, or the perception that such sales may occur, could depress our Class A common stock price.
  • General Risks
  • We cannot assure you that the price of our Class A common stock will not decline or not be subject to significant volatility.
  • A credit ratings downgrade or other negative action by a credit rating organization could adversely affect the trading price of the shares of our Class A common stock.
  • The price of our Class A common stock could decline if securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us.
  • Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
  • Increasing scrutiny of environmental, social and governance matters, may impose additional costs and expose us to new risks.
  • Our business and operations are subject to risks related to climate change.

Legal proceedings

From time to time, we are subject to certain legal proceedings and claims that arise in the normal course of business. In the opinion of our management, we are not involved in any litigation or proceedings with third parties that we believe could have a material adverse effect on our results of operations, financial condition, cash flows or business.

The opening of Item 3, Legal Proceedings.4

Sources

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