# Clearwater Analytics Holdings, Inc. (CWAN) Informational only - not investment advice. CIK: 0001866368 SIC: 7372 Services-Prepackaged Software SIC breadcrumb: [Services](/division/I/) > [Business Services](/major-group/73/) > [SIC 7372 Services-Prepackaged Software](/industry/7372/) Latest 10-K filed: 2026-02-18 SEC page: https://www.sec.gov/edgar/browse/?CIK=1866368 Filing source: https://www.sec.gov/Archives/edgar/data/1866368/000186636826000011/cwan-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 731368000 | USD | 2025 | 2026-02-18 | | Net income | -38807000 | USD | 2025 | 2026-02-18 | | Assets | 3031929000 | USD | 2025 | 2026-02-18 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001866368.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | 168,001,000 | 203,222,000 | 252,022,000 | 303,426,000 | 368,168,000 | 451,803,000 | 731,368,000 | | Net income | | | -8,213,000 | -7,967,000 | -21,627,000 | 424,378,000 | -38,807,000 | | Operating income | 25,697,000 | -20,418,000 | 28,461,000 | 5,117,000 | -16,745,000 | 12,234,000 | -7,686,000 | | Gross profit | 120,856,000 | 149,959,000 | 184,158,000 | 215,642,000 | 261,041,000 | 328,816,000 | 492,148,000 | | Diluted EPS | | | -0.05 | -0.04 | -0.11 | 1.68 | -0.14 | | Operating cash flow | -230,029,000 | -6,486,000 | 3,358,000 | 58,005,000 | 84,602,000 | 74,321,000 | 175,896,000 | | Capital expenditures | 3,372,000 | 3,806,000 | 5,025,000 | 7,758,000 | 5,624,000 | 5,259,000 | 11,554,000 | | Share buybacks | 3,780,000 | 567,000 | 626,000 | 0.00 | 0.00 | 0.00 | 18,054,000 | | Assets | | 115,559,000 | 344,355,000 | 481,942,000 | 558,743,000 | 1,169,572,000 | 3,031,929,000 | | Liabilities | | 460,167,000 | 82,487,000 | 143,556,000 | 149,086,000 | 139,341,000 | 1,000,837,000 | | Stockholders' equity | | | | | 354,329,000 | 1,008,255,000 | 2,021,732,000 | | Cash and cash equivalents | | 61,088,000 | 254,597,000 | 250,724,000 | 221,765,000 | 177,350,000 | 91,245,000 | | Free cash flow | -233,401,000 | -10,292,000 | -1,667,000 | 50,247,000 | 78,978,000 | 69,062,000 | 164,342,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | | -3.26% | -2.63% | -5.87% | 93.93% | -5.31% | | Operating margin | 15.30% | -10.05% | 11.29% | 1.69% | -4.55% | 2.71% | -1.05% | | Return on equity | | | | | -6.10% | 42.09% | -1.92% | | Return on assets | | | -2.39% | -1.65% | -3.87% | 36.28% | -1.28% | | Liabilities / equity | | | | | 0.42 | 0.14 | 0.50 | | Current ratio | | 2.66 | 10.30 | 5.40 | 5.15 | 4.99 | 1.83 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001866368.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | -0.01 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | -0.01 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | -0.02 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 89,879,000 | -10,921,000 | -0.06 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 94,664,000 | -1,889,000 | -0.01 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 99,019,000 | -4,433,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 102,719,000 | 1,898,000 | 0.01 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 106,791,000 | -430,000 | 0.00 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 115,828,000 | 3,629,000 | 0.02 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 126,465,000 | 419,282,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 126,864,000 | 6,510,000 | 0.03 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 181,937,000 | -23,225,000 | -0.09 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 205,110,000 | -10,335,000 | -0.04 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 217,457,000 | -12,066,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 221,228,000 | -2,776,000 | -0.01 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1866368/000186636826000019/cwan-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-05-07 Report date: 2026-03-31 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Management’s Discussion and Analysis of Financial Condition and Results of Operations and financial statements included in the Annual Report on Form 10-K. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and in the section titled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and those discussed in the section titled “Risk Factors” in the Annual Report on Form 10-K. Overview CWAN brings transparency to the opaque world of investment management with what we believe is the industry’s most comprehensive single instance, multi-tenant technology platform. Our cloud-native AI-powered software allows clients to radically simplify their investment management operations, enabling them to focus on higher-value business functions such as asset allocation strategy and investment selection. Our front-to-back platform provides a single source of truth for global investments, made available daily or on-demand, instead of weekly or monthly. We give our clients confidence that they are making the most informed decisions about investment performance, regulatory compliance and risk. Our offerings integrate portfolio management, OEMS, investment accounting, reconciliation, regulatory reporting, performance, compliance, and risk analytics. Serving leading insurers, asset managers, hedge funds, banks, corporations, and government entities, CWAN’s powerful platform aggregates and normalizes data on over $10 trillion of global invested assets for over 2,500 clients as of December 31, 2025. We bring modern software to an industry that has long been dominated by difficult-to-use, high cost legacy technologies and processes, which often lack data integrity and traceability, and often require significant manual intervention. The strength of our platform is demonstrated by our industry leading NPS scores and gross revenue retention rate of at least 98% in 27 of the last 29 quarters. We provide our clients with modern cloud-native software to replace these legacy systems. Our platform helps clients reduce cost, time, errors and risk and allows them to reallocate resources to other value-creating activities. Our software aggregates, reconciles and validates data from more than 4,900 daily data feeds and more than four million securities that have been modeled across multiple currencies, asset classes and countries. This cleansed and validated data runs through our proprietary solutions to provide clients with powerful analytics and daily or on-demand configurable reporting. We offer multi-asset class, multi-basis, multi-currency accounting and analytics that provide clients with a comprehensive view of their holdings and related performance. This allows our clients to make better, more timely decisions about their investment portfolios. CWAN benefits from powerful network effects. With our single instance, multi-tenant architecture, every client, whether new or existing, enriches our global data set by making it more complete and accurate. Our software continually sources, ingests, models, reconciles and validates the terms, conditions and features of every investment security held by all of our clients. Through this continuous process, we are able to identify and adjudicate data discrepancies that otherwise could introduce error and risk into our clients’ investment portfolios. We believe that a meaningful competitive advantage of this network effect is that we are increasingly seen as the best and most accurate source of investment management data and analytics in the industry. We believe that this architecture and consolidated dataset offers clients a unique ability to accelerate time-to-insight and efficiency through generative artificial intelligence (“GenAI”), artificial intelligence agents (“AI Agents”) and other cutting-edge technologies embedded into the CWAN platform. We primarily have a recurring revenue model, excluding revenue from professional services and license-related revenue. We charge clients fees based on various factors that include the scale and complexity of a client’s assets managed on the CWAN platform, users, data connections, market data, and managed services, all of which vary by product. Our investment accounting solution is typically priced through a contracting structure we describe as Base+, which includes a base fee for a prospective or existing client's book of business plus an incremental fee for increases in assets on the platform. The Base+ structure is designed to limit the downside volatility in our asset-based fees. A majority of the assets priced through this model are high-grade fixed income and structured assets, which have traditionally had lower levels of volatility enabling our highly predictable revenue streams. Our pricing model allows CWAN to include annual increases in the base fee and enables us to charge additional fees for additional services provided for certain alternative asset classes (e.g., CWAN Private Funds, CWAN Private Credit) or additional products (e.g. Reporting, PMS, OEMS, Risk) should the client choose to utilize those services. 24 Table of Contents Recent Developments Proposed Merger On December 20, 2025, we entered into a definitive Merger Agreement pursuant to and subject to the terms and conditions of which we will be acquired by the Investor Group. For further details on this proposed transaction, see Note 1 “Organization and Description of Business” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on the Form 10-Q. Key Factors Affecting Our Performance The growth and future success of our business depends on many factors, including those described below. •Adding New Clients in Established End Markets: Our future growth is dependent upon our ability to continue to add new clients, and in 2025 we added over 1,000 net new clients through organic growth and acquisitions. We are focused on continuing to increase our client base in our established client end-markets of corporations, insurance companies and asset managers, and doing so with increasingly large and sophisticated clients. As we add clients, it takes time to fully onboard their assets to the platform. Our revenue generally increases as assets are added to the platform, while the effort to serve the client is relatively consistent over time. Therefore, we expect revenues and gross margins to increase for a client as the client transitions from the onboarding process to a steady state once assets have been onboarded. In any period, our gross margins may fluctuate based on the relative size and number of clients that we are onboarding at that time. •Expanding and Retaining Relationships with Existing Clients: Our future growth is dependent upon retaining our existing clients and expanding our relationships with these clients through increases in the amount of their assets on our platform. We have enjoyed consistent gross revenue retention rates of at least 98% in 27 of the past 29 quarters. The consistency in revenue retention creates predictability in our business and enables us to better plan our future investments. Our relationships with our clients expands as these clients add more assets to our platform, with our quarterly net revenue retention rates (as defined below under “—Key Operating Measures”) between 114% and 109% in 2025. Clients may add assets as a result of acquiring new clients themselves or by acquiring new businesses or simply through organic growth, which produces additional assets that they manage using our platform. We believe that our client service model and technology platform are strong contributing factors in our attractive retention rates. As such, we expect to continue to invest in both our operations and research and development functions to maintain and increase our high levels of client satisfaction, which we believe will lead to strong client retention and expansion. •International Expansion: We believe that the value provided by our platform is equally applicable to asset owners and asset managers outside of North America, and there is a significant opportunity to expand our client base and usage of our platform internationally. Our future growth is dependent upon our ability to successfully enter new international markets and to expand our client base in our current international markets. Our cost to acquire clients in international markets is currently greater than in North America because there is less awareness of the CWAN brand and our product capabilities, and we have to date invested less in sales and marketing internationally. For these reasons, we expect to invest more in sales and marketing in international markets relative to North America in order to achieve growth in these international markets. •Adding New Clients in Adjacent or Nascent End-Markets: Our strategy is to also add new clients in our more nascent end-markets, which include state and local governments, pension funds, sovereign wealth funds, as well as endowments and foundations. Traditionally, our existing clients have been among our best resources for referring new clients to us, and we will continue to invest in sales and marketing to build awareness of our brand, engage prospective clients and drive adoption of our platform, particularly as it relates to expanding into new end-markets. As we establish our presence in new end-markets, we expect sales and marketing expenditures will be less efficient than in our established verticals and we will become increasingly more efficient at acquiring clients in new end-markets over time. •Expanding Solutions and Broadening Innovation: Our future growth is dependent upon our continued expansion of our solutions in order to better retain our current clients and to develop new use cases that appeal to new clients. While we believe we will be able to reduce our research and development expenses as a percentage of revenues as we achieve greater scale, our priority is to maintain and grow our technological advantage over our competitors. As we identify opportunities to increase our technological and competitive 25 Table of Contents advantages, we may increase our investments in research and development at rates that are faster than our growth in revenues in order to enhance our long-term growth and profitability. •Fluctuations in the Market Value of Assets on the Platform: Although we generally have a base fee and Base+ model, we also bill our clients monthly in arrears based on a basis point rate applied to our clients’ assets on our platform, which can be influenced by general economic conditions. While 74% of the assets on our platform were high-grade fixed income securities and structured products as of December 31, 2025 and traditionally subject to lower levels of volatility, the value of our clients’ assets on our platform varies on a daily basis due to changes in securities prices, cash flow needs, incremental buying and selling of assets and other strategic priorities of our clients. For these reasons, our revenue is subject to fluctuations based on economic conditions, including market conditions and the changing interest rate environment. •Expansion of Usage with Existing Clients: With the acquisitions of Enfusion, Beacon and Bistro [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and in the section titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this Annual Report on Form 10-K. Overview CWAN brings transparency to the opaque world of investment management with what we believe is the industry’s most comprehensive single instance, multi-tenant technology platform. Our cloud-native AI-powered software allows clients to radically simplify their investment management operations, enabling them to focus on higher-value business functions such as asset allocation strategy and investment selection. Our front-to-back platform provides a single source of truth for global investment assets, made available daily or on-demand, instead of weekly or monthly. We give our clients confidence that they are making the most informed decisions about investment performance, regulatory compliance and risk. Our offerings integrate portfolio management, OEMS, investment accounting, reconciliation, regulatory reporting, performance, compliance, and risk analytics. Serving leading insurers, asset managers, hedge funds, banks, corporations, and government entities, CWAN’s powerful platform aggregates and normalizes data on over $10 trillion of global invested assets for over 2,500 clients as of December 31, 2025. We bring modern software to an industry that has long been dominated by difficult-to-use, high cost legacy technologies and processes, which often lack data integrity and traceability, and often require significant manual intervention. The strength of our platform is demonstrated by our industry leading NPS scores and gross revenue retention rate of at least 98% in 27 of the last 28 quarters. We provide our clients with modern cloud-native software to replace these legacy systems. Our platform helps clients reduce cost, time, errors and risk and allows them to reallocate resources to other value-creating activities. Our software aggregates, reconciles and validates data from more than 4,900 daily data feeds and more than four million securities that have been modeled across multiple currencies, asset classes and countries. This cleansed and validated data runs through our proprietary solutions to provide clients with powerful analytics and daily or on-demand configurable reporting. We offer multi-asset class, multi-basis, multi-currency accounting and analytics that provide clients with a comprehensive view of their holdings and related performance. This allows our clients to make better, more timely decisions about their investment portfolios. CWAN benefits from powerful network effects. With our single instance, multi-tenant architecture, every client, whether new or existing, enriches our global data set by making it more complete and accurate. Our software continually sources, ingests, models, reconciles and validates the terms, conditions and features of every investment security held by all of our clients. Through this continuous process, we are able to identify and adjudicate data discrepancies that otherwise could introduce error and risk into our clients’ investment portfolios. We believe that a meaningful competitive advantage of this network effect is that we are increasingly seen as the best and most accurate source of investment management data and analytics in the industry. We believe that this architecture and consolidated dataset offers clients a unique ability to accelerate time-to-insight and efficiency through generative artificial intelligence (“GenAI”), artificial intelligence agents (“AI Agents”) and other cutting-edge technologies embedded into the CWAN platform. We primarily have a recurring revenue model, excluding revenue from professional services and license-related revenue. We charge clients fees based on various factors that include the scale and complexity of a client’s assets managed on the CWAN platform, users, data connections, market data, and managed services, all of which vary by product. Our investment accounting solution is typically priced through a contracting structure we describe as Base+, which includes a base fee for a prospective or existing client's book of business plus an incremental fee for increases in assets on the platform. The Base+ structure is designed to limit the downside volatility in our asset-based fees. A majority of the assets priced through this model are high-grade fixed income and structured assets, which have traditionally had lower levels of volatility enabling our highly predictable revenue streams. Our pricing model allows CWAN to includes annual increases in the base fee and enables us to charge additional fees for additional services provided for certain alternative asset classes (e.g., CWAN Private Funds, CWAN Private Credit) or additional products (e.g. Reporting, PMS, OEMS, Risk) should the client choose to utilize those services. 43 Table of Contents Recent Developments Proposed Merger On December 20, 2025, we entered into a definitive Merger Agreement to be acquired in a transaction valued at approximately $8.4 billion by 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 DGCL) will convert into the right to receive an amount in cash equal to $24.55 per share, without interest, upon completion of the Merger. In connection with the Merger, the Company will exercise its right to require each holder of LLC Interests in CWAN Holdings to exchange all of such holder’s LLC Interests and our Class B common stock for shares of our Class A common stock immediately prior to, and conditioned on the occurrence of, the effective time of the Merger (the “Effective Time”) and in accordance with the LLC Agreement and our certificate of incorporation (the “LLC Interests Exchange”). Each share of our Class B common stock will automatically be canceled immediately upon the consummation of the LLC Interests Exchange, such that no shares of our Class B common stock will remain outstanding as of immediately prior to the Effective Time. Each share of our Class A common stock issued in the LLC Interests Exchange will be entitled to receive the Merger Consideration. The Merger is expected to close in the second quarter of 2026 and is subject to certain closing conditions, including the approval of the Company’s stockholders, expiration or termination of the applicable waiting period under the HSR Act, the receipt of certain other specified regulatory approvals or consent, the absence of legal restraints prohibiting consummation of the Merger, and other customary conditions specified in the Merger Agreement. Early termination of the waiting period under the HSR Act in connection with the Merger was granted effective February 13, 2026. For further details on the Merger, see Note 19 “Subsequent Events” to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Key Factors Affecting Our Performance The growth and future success of our business depends on many factors, including those described below. •Adding New Clients in Established End Markets: Our future growth is dependent upon our ability to continue to add new clients, and in 2025 we added over 1,000 net new clients through organic growth and acquisitions. We are focused on continuing to increase our client base in our established client end-markets of corporations, insurance companies and asset managers, and doing so with increasingly large and sophisticated clients. As we add clients, it takes time to fully onboard their assets to the platform. Our revenue generally increases as assets are added to the platform, while the effort to serve the client is relatively consistent over time. Therefore, we expect revenues and gross margins to increase for a client as the client transitions from the onboarding process to a steady state once assets have been onboarded. In any period, our gross margins may fluctuate based on the relative size and number of clients that we are onboarding at that time. •Expanding and Retaining Relationships with Existing Clients: Our future growth is dependent upon retaining our existing clients and expanding our relationships with these clients through increases in the amount of their assets on our platform. We have enjoyed consistent gross revenue retention rates of at least 98% in 27 of the past 28 quarters. The consistency in revenue retention creates predictability in our business and enables us to better plan our future investments. Our relationships with our clients expands as these clients add more assets to our platform, with our quarterly net revenue retention rates (as defined below under “—Key Operating Measures”) between 114% and 109% in 2025. Clients may add assets as a result of acquiring new clients themselves or by acquiring new businesses or simply through organic growth, which produces additional assets that they manage using our platform. We believe that our client service model and technology platform are strong contributing factors in our attractive retention rates. As such, we expect to continue to invest in both our operations and research and development functions to maintain and increase our high levels of client satisfaction, which we believe will lead to strong client retention and expansion. •International Expansion: We believe that the value provided by our platform is equally applicable to asset owners and asset managers outside of North America, and there is a significant opportunity to expand our client base and usage of our platform internationally. Our future growth is dependent upon our ability to successfully enter new international markets and to expand our client base in our current 44 Table of Contents international markets. Our cost to acquire clients in international markets is currently greater than in North America because there is less awareness of the CWAN brand and our product capabilities, and we have to date invested less in sales and marketing internationally. For these reasons, we expect to invest more in sales and marketing in international markets relative to North America in order to achieve growth in these international markets. •Adding New Clients in Adjacent or Nascent End-Markets: Our strategy is to also add new clients in our more nascent end-markets, which include state and local governments, pension funds, sovereign wealth funds, as well as endowments and foundations. Traditionally, our existing clients have been among our best resources for referring new clients to us, and we will continue to invest in sales and marketing to build awareness of our brand, engage prospective clients and drive adoption of our platform, particularly as it relates to expanding into new end-markets. As we establish our presence in new end-markets, we expect sales and marketing expenditures will be less efficient than in our established verticals and we will become increasingly more efficient at acquiring clients in new end-markets over time. •Expanding Solutions and Broadening Innovation: Our future growth is dependent upon our continued expansion of our solutions in order to better retain our current clients and to develop new use cases that appeal to new clients. While we believe we will be able to reduce our research and development expenses as a percentage of revenues as we achieve greater scale, our priority is to maintain and grow our technological advantage over our competitors. As we identify opportunities to increase our technological and competitive advantages, we may increase our investments in research and development at rates that are faster than our growth in revenues in order to enhance our long-term growth and profitability. •Fluctuations in the Market Value of Assets on the Platform: Although we generally have a base fee and Base+ model, we also bill our clients monthly in arrears based on a basis point rate applied to our clients’ assets on our platform, which can be influenced by general economic conditions. While 74% of the assets on the Clearwater platform were high-grade fixed income securities and structured products as of December 31, 2025 and traditionally subject to lower levels of volatility, the value of our clients’ assets on our platform varies on a daily basis due to changes in securities prices, cash flow needs, incremental buying and selling of assets and other strategic priorities of our clients. For these reasons, our revenue is subject to fluctuations based on economic conditions, including market conditions and the changing interest rate environment. •Expansion of Usage with Existing Clients: With the acquisitions of Enfusion, Beacon and Bistro in 2025, we believe there are opportunities to further expand our relationships with existing clients through cross-selling related or complementary functionalities or services that continue to improve their investment management workflows and technology infrastructure. As we continue to execute and maximize each standalone businesses’ potential, we believe that there is a significant opportunity to expand usage from our existing clients as we provide value-adding capabilities and services to support their strategies to evolve and expand into new markets. We expect our revenues from existing clients to continue to increase as they broaden their use of our solutions and expand utilization into other investment groups within their organizations. Key Components of Results of Operations The following discussion describes certain line items in our consolidated statements of operations. Revenue We generate revenue from fees derived from providing clients with access to the solutions and services on our SaaS platform. Sales of our offering include a right to use our software in a hosted environment without taking possession of the software. Our contracts are generally cancellable with 30 days’ notice without penalty. We invoice clients monthly in arrears based on a percentage of the average daily value of assets within a client’s accounts on our platform during that month, or based on a fixed monthly base fee. Payment terms may vary by contract but generally include a requirement of payment within 30 days following the month in which services are provided. Fees invoiced in advance of the delivery of the Company’s performance obligations are deemed set-up activities and are deferred as a material right and recognized over time, typically 12 months. 45 Table of Contents Cost of Revenue Cost of revenue consists of expenses related to delivery of revenue-generating services, including expenses associated with client services, onboarding, reconciliation and agreements related to the purchase of data used in the provision of our services. Salary and benefits for certain personnel associated with supporting these functions, in addition to allocated overhead, amortization of developed technology intangible asset, and depreciation for facilities, are also included in cost of revenue. Operating Expenses Research and development expense consists primarily of salary and benefits for our development staff as well as contractors’ fees and other costs associated with the enhancement of our offering, ensuring operational stability and performance and development of new offerings. Sales and marketing expense consists of the costs of personnel involved in the sales and marketing process, sales commissions, advertising and promotional materials, sales facilities expenses, and the cost of trade shows and seminars. General and administrative expense consists primarily of personnel costs for IT, finance, administration, human resources and general management, as well as expenses from legal, corporate technology and accounting service providers. Interest Expense Interest expense reflects interest accrued on our outstanding borrowings during the course of the applicable period. The accrual of interest varies depending on the timing and amount of borrowings and repayments during the period as well as fluctuations in interest rates. Tax Receivable Agreement Expense In connection with the IPO and related transactions, we entered into a TRA that, prior to the TRA Amendment, provided for the payment by us to certain parties therein (the “TRA Parties”) of 85% of certain tax benefits that we realized, or in some cases were deemed to realize, as a result of Tax Attributes, as defined in the Tax Receivable Agreement. Tax receivable agreement expense relates to payments we made, or to be made, under the TRA prior to or in connection with the TRA Amendment. On November 4, 2024, the Company entered into the TRA Amendment, which amended the TRA to provide for one-time settlement payments in a gross amount of approximately $72.5 million, inclusive of approximately $69.2 million to be paid to the TRA Parties (net of the TRA Bonus Payments (as defined in the TRA Amendment)) and approximately $3.3 million TRA Bonus Payments to be paid to certain executive officers of the Company (collectively, the “TRA Settlement Payments”), plus approximately $6.5 million in third-party expenses. Upon the payment of the TRA Settlement Payments, the TRA Parties will have no further rights to receive payments (past, current, or future) under the TRA, and the Company will have no further payment obligations (past, current, or future) to the TRA Parties under the TRA. Most of the TRA Settlement Payments were made in December 2024. The remaining TRA Settlement Payments were made in the first quarter of 2025. Refer to Note 17 “Tax Receivable Agreement Liability” to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Other Income, Net Other income, net, consists of gains and losses of foreign currency and investments, and interest income. Interest income, net reflects interest received on our cash and cash equivalents based on interest rates of the applicable period, and interest received from our other investments. Provision for (Benefit from) Income Taxes Provision for (benefit from) income taxes consists of income taxes related to federal, state, and foreign jurisdictions where we conduct our business. Our effective tax rate may increase in the future as our ownership in CWAN Holdings increases via exchanges from historical partners. In addition, our discrete items (e.g. changes in tax rates or laws, equity-based compensation deductions, or mix of income between tax jurisdictions) may not be consistent from year to year and could cause volatility in our effective tax rate. 46 Table of Contents Key Operating Measures We consider certain operating measures, such as annualized recurring revenue, gross retention rates and net retention rates, in measuring the performance of our business. Annualized Recurring Revenue Annualized recurring revenue is calculated at the end of a period by dividing the recurring revenue in the last month of such period by the number of days in the month and multiplying by 365. Because a substantial majority of the assets on our platform are fixed income securities that typically have low levels of volatility with respect to their market value, the growth in annualized recurring revenue is generally not attributable to the fluctuating market value of the assets on our platform. Rather, the growth in annualized recurring revenue is due to an increase in the number of clients using our offering as well as from onboarding more assets of our existing clients onto our platform. The following table summarizes the Company’s annualized recurring revenue as of the dates presented: First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands) 2025 Annualized recurring revenue $ 493,852  $ 783,450  $ 807,479  $ 840,962  2024 Annualized recurring revenue $ 402,326  $ 427,189  $ 456,941  $ 474,924  2023 Annualized recurring revenue $ 337,366  $ 349,536  $ 362,442  $ 379,096  Annualized recurring revenue increased 77% from December 31, 2024 to 2025 due to growth in our client base, both organically through new clients brought onto our core CWAN platform, as well as inorganically through customers gained from acquired entities, as well as changes to our existing clients’ assets on our core CWAN platform and increasing revenue which is not related to assets on our platform. The acquired entities contributed annualized recurring revenue of $270.7 million, $273.1 million and $282.0 million in the second, third and fourth quarter of 2025, respectively. Revenue Retention Rate Gross revenue retention rate represents annual contract value (“ACV”) at the beginning of the 12-month period ended on the reporting date less client attrition over the prior 12-month period, divided by ACV at the beginning of the 12-month period, expressed as a percentage. ACV is comprised of annualized recurring revenue plus contracted-not-billed revenue, which represents the estimated annual contracted revenue for new and existing client opportunities prior to revenue recognition. In order to arrive at total ACV, we include contracted-not-billed revenue, as it is contracted revenue that has not been recognized but that we expect to produce recognized revenue in the future. Client attrition occurs when a client provides a contract termination notice. The amount of client attrition is calculated as the reduction in annualized revenue of the client at the time of the notice and is recorded in the month the final billing occurs. In the case of client attrition where contracted-not-billed revenue is still present for a client, both annualized recurring revenue and contracted-not-billed revenue associated with such client are deducted from ACV. Net revenue retention rate is the percentage of recurring revenue retained from clients on the platform for 12 months and includes changes from the addition, removal or value of assets on our platform, contractual changes that have an impact to annualized recurring revenues and lost revenue from client attrition. We calculate net revenue retention rate as of a period end by starting with the annualized recurring revenue from clients as of the 12 months prior to such period end. We then calculate the annualized recurring revenue from these clients as of the current period end. We then divide the total current period end annualized recurring revenue by the 12-month prior period end annualized recurring revenue to arrive at the net revenue retention rate. 47 Table of Contents The following table summarizes our retention rates as of the dates presented: First Quarter Second Quarter Third Quarter Fourth Quarter 2025 Gross revenue retention rate 98  % 98  % 98  % 98  % Net revenue retention rate 114  % 110  % 108  % 109  % 2024 Gross revenue retention rate 99  % 99  % 99  % 98  % Net revenue retention rate 110  % 110  % 114  % 116  % 2023 Gross revenue retention rate 97  % 98  % 98  % 98  % Net revenue retention rate 106  % 109  % 108  % 107  % Gross revenue retention rates have remained consistently at least 98% in 27 of the past 28 quarters. We believe the extremely consistent and high gross revenue retention rate is a testament to the value proposition that our leading solution offers. From the second quarter of 2025, the retention rates included the effects from the acquired entities. Excluding the effects from the acquired entities, net revenue retention is 114%, 112% and 113% in the second, third and fourth quarter of 2025, respectively. Non-GAAP Financial Measures We also consider certain non-GAAP financial measures that are not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), such as adjusted EBITDA and adjusted EBITDA Margin, in measuring the performance of our business. The non-GAAP measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. However, we believe that this non-GAAP information is useful as an additional means for investors to evaluate our operating performance, when reviewed in conjunction with our GAAP financial statements. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP, and because these amounts are not determined in accordance with GAAP, they should not be used exclusively in evaluating our business and operations. In addition, undue reliance should not be placed upon non-GAAP or operating information because this information is neither standardized across companies nor subjected to the same control activities and audit procedures that produce our GAAP financial results. Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA and Adjusted EBITDA Margin are supplemental performance measures that our management uses to assess our operating performance. We define Adjusted EBITDA as net income (loss) plus (i) interest expense, (ii) depreciation and amortization expense, (iii) equity-based compensation expense and related payroll taxes, (iv) tax receivable agreement expense, (v) transaction expenses, (vi) amortization of prepaid management fees and reimbursable expenses, (vii) provision for (benefit from) income taxes, and (viii) other income, net. We define Adjusted EBITDA Margin as Adjusted EBITDA (as defined above) divided by revenue. 48 Table of Contents The following table reconciles net loss to Adjusted EBITDA and includes amounts expressed as a percentage of revenue for the periods indicated. Year Ended December 31, 2025 2024 2023 (in thousands, except percentages) Net income (loss) $ (40,254) (6 %) $ 427,585  95 % $ (23,083) (6 %) Adjustments: Interest expense 45,664  6 % 4,325  1 % 4,729  1 % Depreciation and amortization 85,541  12 % 12,181  3 % 9,929  3  % Equity-based compensation expense and related payroll taxes 134,533  18 % 110,961  25 % 108,078  29  % Tax receivable agreement expense —  — % 53,181  12 % 14,396  4  % Transaction expenses 35,773  5 % 8,308  2 % 2,052  1  % Amortization of prepaid management fees and reimbursable expenses 29  0 % 1,990  0 % 2,592  1 % Provision for (benefit from) income taxes (9,418) (1 %) (457,648) (101 %) 217  0 % Other income, net (3,678) (1 %) (15,209) (3 %) (13,004) (4 %) Adjusted EBITDA $ 248,190  34 % $ 145,674  32 % $ 105,906  29 % Revenue $ 731,368  100 % $ 451,803  100 % $ 368,168  100 % 49 Table of Contents Results of Operations The following tables set forth our results of operations for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2023 (in thousands) Revenue $ 731,368  $ 451,803  $ 368,168  Cost of revenue(1) 239,220  122,987  107,127  Gross profit 492,148  328,816  261,041  Operating expenses: Research and development(1) 196,228  150,558  123,925  Sales and marketing(1) 149,180  67,254  60,365  General and administrative(1) 154,426  98,770  93,496  Total operating expenses 499,834  316,582  277,786  Income (loss) from operations (7,686) 12,234  (16,745) Interest expense 45,664  4,325  4,729  Tax receivable agreement expense —  53,181  14,396  Other income, net (3,678) (15,209) (13,004) Loss before income taxes (49,672) (30,063) (22,866) Provision for (benefit from) income taxes (9,418) (457,648) 217  Net income (loss) (40,254) 427,585  (23,083) Less: Net income (loss) attributable to non-controlling interests (1,447) 3,207  (1,456) Net income (loss) attributable to Clearwater Analytics Holdings, Inc. $ (38,807) $ 424,378  $ (21,627) (1)Amounts include equity-based compensation as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Cost of revenue $ 16,445  $ 13,634  $ 12,215  Operating expenses: Research and development 33,835  36,093  24,739  Sales and marketing 37,369  15,304  15,843  General and administrative 40,247  38,170  51,650  Total equity-based compensation expense $ 127,896  $ 103,201  $ 104,447  50 Table of Contents The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue for the periods indicated: Year Ended December 31, 2025 2024 2023 Revenue 100 % 100 % 100 % Cost of revenue 33 % 27 % 29 % Gross profit 67 % 73 % 71 % Operating expenses: Research and development 27 % 33 % 34 % Sales and marketing 20 % 15 % 16 % General and administrative 21 % 22 % 25 % Total operating expenses 68 % 70 % 75 % Income (loss) from operations (1 %) 3 % (5 %) Interest expense 6 % 1 % 1 % Tax receivable agreement expense 0 % 12 % 4 % Other (income) expense, net (1 %) (3 %) (4 %) Loss before income taxes (7 %) (7 %) (6 %) Provision for (benefit from) income taxes (1 %) (101 %) 0 % Net income (loss) (6) % 95  % (6) % Comparison of the Years Ended December 31, 2025, 2024 and 2023 Revenue Year Ended December 31, 2025 2024 2023 (In thousands, except percentages) Revenue $ 731,368  $ 451,803  $ 368,168  Change over prior year 279,565  83,635  64,742  Percent change over prior year 62  % 23  % 21  % Revenue increased $279.6 million, or 62%, in 2025 compared to 2024. The increase was due a growth in our customer base, both organically through new clients brought onto our core CWAN platform, as well as inorganically through customers gained from acquired entities, as well as changes to our existing clients’ assets on our core CWAN platform and increasing revenue which is not related to assets on our platform. Average assets on our platform that were billed to new and existing clients increased 13% from 2024 to 2025 and average basis point rate billed to clients increased by 3.8% from 2024 to 2025. Revenue increased $83.6 million, or 23%, in 2024 compared to 2023. The increase was due to new clients brought onto our platform which resulted in an increase in revenue of $21.3 million, acquired customer base related to the Wilshire Technology acquisition, as well as changes to our existing clients’ assets on our platform and an increase in revenue not related to assets on our platform. Average assets on our platform that were billed to new and existing clients increased 15% from 2023 to 2024 and average basis point rate billed to clients increased by 6.2% from 2023 to 2024. 51 Table of Contents Cost of Revenue Year Ended December 31, 2025 $ Change % Change 2024 $ Change % Change 2023 (In thousands, except percentages) Equity-based compensation $ 16,445  $ 2,811  21  % $ 13,634  $ 1,419  12  % $ 12,215  All other cost of revenue 222,775  113,422  104  % 109,353  14,441  15  % 94,912  Total cost of revenue $ 239,220  $ 116,233  95  % $ 122,987  $ 15,860  15  % $ 107,127  Percent of revenue 33  % 27  % 29  % Cost of revenue changed as follows: Change from December 31, 2024 to December 31, 2025 Change from December 31, 2023 to December 31, 2024 (in thousands) Increased depreciation and amortization $ 53,843  $ 2,139  Increased payroll and related costs 39,579  8,005  Increased data costs 12,495  2,964  Increased (decreased) technology costs 4,576  (492) Increased equity-based compensation 2,811  1,419  Increased facilities and infrastructure expenses 2,250  1,409  Increased travel and entertainment 635  239  Increased outside services and contractors 544  223  Other items (500) (46) Total change $ 116,233  $ 15,860  The increase in cost of revenue in 2025 was primarily due to increased depreciation and amortization of acquired intangible assets from acquisitions, increased payroll and related costs as a result of headcount growth from acquisitions, increases in merit-based compensation, changes in our employee base leading to higher compensation, and increased equity-related payroll taxes for vested equity awards. In addition, cost of revenue increased due to higher data costs for acquiring vendor data contracts, increased technology costs from higher utilization of third-party cloud computing services and other third-party IT services, increased equity-based compensation due to grants of additional awards to employees, and increased allocation of facilities cost due to the acquisition of additional office spaces. The increase in cost of revenue in 2024 was primarily due to increased payroll and related costs as a result of headcount growth, increases in merit-based compensation, and changes in our employee base leading to higher compensation and increased equity-related payroll taxes for vested equity awards. In addition, cost of revenue increased due to higher data costs for acquiring vendor data contracts related to the Wilshire Technology acquisition, increased depreciation and amortization related to the amortization of capitalized IT projects and acquired Wilshire Technology intangible assets, increased equity-based compensation due to additional headcount, increased allocation of facilities cost due to additional office space in international locations, increased travel and entertainment expense as employees travelled more between our office locations to support client onboarding, and higher utilization of third-party contractors in connection with operational activities, partially offset by decreased technology costs from hosting services. 52 Table of Contents Operating Expenses Research and Development Year Ended December 31, 2025 $ Change % Change 2024 $ Change % Change 2023 (In thousands, except percentages) Equity-based compensation $ 33,835  $ (2,258) (6) % $ 36,093  $ 11,354  46  % $ 24,739  All other research and development 162,393  47,928  42  % 114,465  15,279  15  % 99,186  Total research and development $ 196,228  $ 45,670  30  % $ 150,558  $ 26,633  21  % $ 123,925  Percent of revenue 27  % 33  % 34  % Research and development expense changed as follows: Change from December 31, 2024 to December 31, 2025 Change from December 31, 2023 to December 31, 2024 (in thousands) Increased payroll and related costs $ 33,104  $ 11,276  Increased technology costs 8,352  4,207  Increased (decreased) outside services and contractors 2,981  (369) Increased data costs 1,502  3  Increased facilities and infrastructure expenses 1,104  349  Increased (decreased) depreciation and amortization 806  (308) (Decreased) increased equity-based compensation (2,258) 11,354  Other items 79  121  Total change $ 45,670  $ 26,633  The increase in research and development expense in 2025 was primarily due to increased payroll and related costs as a result of headcount growth from acquisitions, increases in merit-based compensation, changes in our employee base leading to higher compensation, partially offset by decreased equity-related payroll taxes for vested equity awards. In addition, research and development expenses increased due to increased technology costs from higher utilization of third-party cloud computing services and other third-party IT services, increased outside services and contractors costs related to acquisitions, increased data costs for acquiring vendor data contracts, and increased allocation of facilities cost due to the acquisition of additional office space. These increases were partially offset by decreased equity-based compensation due to the movement of certain key personnel from the research and development team to the sales and marketing team with a change in responsibilities. The increase in research and development expense in 2024 was primarily due to increased equity-based compensation due to grants of additional awards to employees, and movement of a key employee to research and development with a change in responsibilities, as well as increased payroll and related costs as a result of headcount growth, increases in merit-based compensation, and changes in our employee base leading to higher compensation and increased equity-related payroll taxes for vested equity awards. In addition, research and development expense increased due to increased technology costs from higher utilization of third-party cloud computing and other third-party IT services, and increased allocation of facilities cost due to additional office space. These increases were partially offset by decreased use of outside services and contractors due to lower utilization of third-party consultants on development activities due to a focus on internal hiring of developers. 53 Table of Contents Sales and Marketing Year Ended December 31, 2025 $ Change % Change 2024 $ Change % Change 2023 (In thousands, except percentages) Equity-based compensation $ 37,369  $ 22,065  144  % $ 15,304  $ (539) (3) % $ 15,843  All other sales and marketing 111,811  59,861  115  % 51,950  7,428  17  % 44,522  Total sales and marketing $ 149,180  $ 81,926  122  % $ 67,254  $ 6,889  11  % $ 60,365  Percent of revenue 20  % 15  % 16  % Sales and marketing expense changed as follows: Change from December 31, 2024 to December 31, 2025 Change from December 31, 2023 to December 31, 2024 (in thousands) Increased payroll and related costs 33,625  5,219  Increased (decreased) equity-based compensation $ 22,065  $ (539) Increased depreciation and amortization 16,762  49  Increased marketing expense 3,089  793  Increased (decreased) facilities and infrastructure expenses 2,103  (26) Increased travel and entertainment 1,294  465  Increased technology costs 1,190  31  Increased outside services and contractors 710  906  Other items 1,088  (9) Total change $ 81,926  $ 6,889  The increase in sales and marketing expense in 2025 was primarily due to increased payroll and related costs as a result of headcount growth from acquisitions and increases in merit-based compensation, increased equity-based compensation due to grants of additional awards to employees, and movement of certain key personnel from the research and development team to the sales and marketing team with a change in responsibilities, and increased depreciation and amortization of acquired intangible assets. In addition, sales and increased marketing expense related to company-hosted marketing events, increased allocation of facilities cost due to additional office spaces, increased travel and entertainment expense as employees travelled more between our office locations to support client onboarding, and increased technology costs from higher utilization of third-party cloud computing services and other third-party IT services. The increase in sales and marketing expense in 2024 was primarily due to increased payroll and related costs as a result of headcount growth to expand sales coverage and increases in merit-based compensation. In addition, the increase in sales and marketing expense was driven by higher utilization of third-party consultants to support marketing initiatives, increased marketing costs due to additional marketing events and IT subscriptions supporting market development programs. These increases were partially offset by a decrease in equity-based compensation due to fewer performance-based awards being granted. 54 Table of Contents General and Administrative Year Ended December 31, 2025 $ Change % Change 2024 $ Change % Change 2023 (In thousands, except percentages) Equity-based compensation $ 40,247  $ 2,077  5  % $ 38,170  $ (13,480) (26) % $ 51,650  All other general and administrative 114,179  53,579  88  % 60,600  18,754  45  % 41,846  Total general and administrative $ 154,426  $ 55,656  56  % $ 98,770  $ 5,274  6  % $ 93,496  Percent of revenue 21  % 22  % 25  % General and administrative expense changed as follows: Change from December 31, 2024 to December 31, 2025 Change from December 31, 2023 to December 31, 2024 (in thousands) Increased outside services and contractors $ 23,690  $ 9,701  Increased payroll and related costs 16,524  5,126  Increased facilities and infrastructure expenses 3,826  1,258  Increased technology costs 3,564  484  Increased (decreased) equity-based compensation 2,077  (13,480) Increased depreciation and amortization 1,949  373  Increased other taxes 1,344  168  Increased marketing expense 911  10  Increased travel and entertainment 787  569  Increased (decreased) insurance expense 672  (260) Decreased (increased) recruiting expense (231) 1,018  Other items 543  307  Total change $ 55,656  $ 5,274  The increase in general and administrative expense in 2025 was primarily due to increased outside services and contractors related to legal, consulting and accounting professional services supporting the business acquisitions and the Merger, increased payroll and related costs due to headcount growth from acquisitions, increases in merit-based compensation, and one-time severance costs and transaction related bonuses, increased allocation of facilities cost due to additional office space, increased technology costs from higher utilization of third-party cloud computing services and other third-party IT services, increased equity-based compensation due to grants of additional awards to employees, including new grants to employees from acquired entities, increased depreciation and amortization of acquired intangible assets, increased other taxes due to increase in franchise taxes from acquired entities. The increase in general and administrative expense in 2024 was primarily due to increased outside services and contractors due to higher utilization of professional services supporting accounting, legal and human resources related to secondary transactions, acquisition-related activities and Tax Receivable Agreement settlement, increased payroll and related costs as a result headcount growth and increases in merit-based compensation, increased allocation of facilities cost due to additional office space, and increased recruiting expense to support key hires. These increases were partially offset by decrease in equity-based compensation primarily due to the movement of a key employee to research and development with a change in responsibilities, and decreased insurance costs for our directors and officers. 55 Table of Contents Non-Operating (Income) Expenses Year Ended December 31, 2025 $ Change % Change 2024 $ Change % Change 2023 (In thousands, except percentages) Interest expense $ 45,664  $ 41,339  956  % $ 4,325  $ (404) (9  %) $ 4,729  Tax receivable agreement expense —  $ (53,181) (100) % 53,181  38,785  269  % 14,396  Other income, net $ (3,678) $ 11,531  (76) % (15,209) (2,205) 17  % (13,004) Interest expense increased in 2025 mainly due to the newly obtained borrowings under the 2025 Credit Agreement with an average aggregate principal outstanding balance of $890.3 million, and the weighted average interest rate is 6.46% for the year ended December 31, 2025. There was no tax receivable agreement expense in the year ended December 31, 2025 as all obligations of the tax receivable agreement have been fully paid in accordance with the TRA Amendment in 2024 and no further tax receivable agreement expense is expected in the future. Other income, net primarily relates to interest income which has reduced significantly due to utilization of surplus funds for acquisitions, foreign exchange gains and losses which is driven by fluctuations in exchange rates, and gains and losses related to our investments. Provision for (benefit from) Income Taxes Year Ended December 31, 2025 2024 2023 (In thousands, except percentages) Provision for (benefit from) income taxes $ (9,418) $ (457,648) $ 217  Percent of revenue (1) % (101) % 0  % Change over prior year $ 448,230  $ (457,865) $ (1,143) Percent change over prior year (98) % (210998) % (84  %) The benefit from income taxes in 2025 decreased due to the valuation allowance release on most of our U.S. net deferred tax assets in the fourth quarter of 2024 offset by a decrease in pretax profit for the year. The decreased pretax profit is largely attributable to expenses related to acquisitions, amortization of intangibles from acquisitions, as well as increased interest expense from debt incurred to fund acquisitions. The benefit from income taxes in 2024 primarily relates to the valuation allowance release on our U.S. federal and state deferred tax assets. We had maintained a valuation allowance on all of our U.S. net deferred tax assets since our inception as it was determined that it was more likely than not that we would not recognize the benefits of these assets. In the fourth quarter of the year ended December 31, 2024, based on the relevant weight of positive and negative evidence, including the amount of our taxable income in recent years which is objective and verifiable, and consideration of our expected future taxable earnings, we concluded that the valuation allowance related to most U.S. federal and state deferred tax assets was no longer needed. Accordingly, we recognized a non-recurring tax benefit of $472 million related to the valuation allowance reversal. We consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under tax law, and results of recent operations. Liquidity and Capital Resources To date, we have primarily financed our operations through cash flows from operations and financing activities. As of December 31, 2025, we had cash, cash equivalents and investments of $91.2 million, which primarily consist of cash and highly-liquid investments in money market funds. As we have positive cash provided by operating activities, we believe our existing cash and cash equivalents will be sufficient to meet our operating working capital and capital expenditure requirements over the next 12 months. Our future 56 Table of Contents financing requirements will depend on many factors, including our growth rate, revenue retention rates, the timing and extent of spending to support development of our platform and any future investments or acquisitions we may make. Additional funds may not be available on terms favorable to us or at all, including as a result of disruptions in the credit markets. See “Risk Factors” Part I, Item 1A of this Annual Report on Form 10-K. The following table shows our cash flows from operating activities, investing activities and financing activities for the stated periods: Year Ended December 31, 2025 2024 2023 (in thousands) Net cash provided by operating activities $ 175,896  $ 74,321  $ 84,602  Net cash used in investing activities (988,127) (55,648) (95,055) Net cash provided by (used in) financing activities 725,413  (61,668) (19,291) Effect of exchange rate changes on cash and cash equivalents 713  (1,420) 785  Change in cash and cash equivalents during the period $ (86,105) $ (44,415) $ (28,959) Cash Flows from Operating Activities Net cash provided by operating activities of $175.9 million during 2025 was primarily the result of our net loss adjusted by non-cash charges, including equity-based compensation, operating lease expense and depreciation and amortization of $193.7 million, which was partially offset by a decrease in changes in operating assets and liabilities of $17.8 million. Cash flows resulting from changes in operating assets and liabilities includes increased prepaid expenses and other assets of $11.2 million due to the timing of prepaid subscriptions with software vendors, increased deferred contract costs of $17.0 million in line with increased revenue arrangements, and an increase in accounts receivable of $11.1 million mainly due to acquired entities, partially offset by cash inflows from increased accrued expenses and other liabilities of $22.4 million primarily due to increase in accrued bonus and accrual for professional and legal services. Operating assets and liabilities are net of acquired entities’ balances recognized as of acquisition dates. Net cash provided by operating activities of $74.3 million during 2024 was primarily the result of our net income plus non-cash charges, including equity-based compensation, operating lease expense and depreciation and amortization, offset by deferred tax benefits of $460 million and changes in operating assets and liabilities that decreased operating cash flow by $21.2 million. Accounts receivable increased $13.6 million, which is comprised of $25.5 million from growth in revenues, offset by $11.9 million from improved collections of receivable balances. Deferred commissions increased $6.2 million due to higher revenue in the year. TRA liability decreased $18.9 million due to the TRA Settlement Payments, in a gross amount of approximately $72.5 million plus approximately $6.5 million in third-party expenses in 2024. TRA payments are net of $53.2 million TRA expense recognized in the year ended December 31, 2024. Net cash provided by operating activities of $84.6 million during 2023 was primarily the result of our net loss plus non-cash charges, including equity-based compensation, operating lease expense and depreciation and amortization offset by changes in operating assets and liabilities that decreased operating cash flow by $30.5 million. Accounts receivable increased $19.3 million, which is comprised of $14.3 million from growth in revenues and $5.0 million from the aging of receivable balances for certain customers due to deterioration in days sales outstanding which we continue to believe is collectible. Deferred commissions increased $5.1 million due to higher revenue in the year. TRA payments were $8.4 million in 2023. The remaining $2.2 million TRA payments related to 2022 was made in the first quarter of 2024. TRA payments are presented net of $14.4 million TRA expense recognized in the year ended December 31, 2023. Cash Flows from Investing Activities Net cash used in investing activities of $988.1 million during 2025 was primarily due to the acquisitions of Enfusion and Beacon of $1,074.8 million, purchase of property and equipment of $11.6 million, and the acquisition of Bistro-related intangible assets of $10.0 million, which was partially offset by proceeds from the sale of available-for-sale investments of $89.5 million and proceeds from maturities of investments of $23.7 million. Net cash used in investing activities of $55.6 million during 2024 was primarily due to the purchase of $114.6 million available-for-sale investments, acquisition of Wilshire Technology, net of cash acquired of $40.1 million, purchase of $3.0 million held-to-maturity investments and $5.3 million attributable to the purchase of property and equipment, 57 Table of Contents including internally developed software, which was offset by $107.4 million in proceeds from the sale and maturity of investments. Net cash used in investing activities of $95.1 million during 2023 was primarily due to the purchase of $124.2 million available-for-sale investments, purchase of $3.0 million held-to-maturity investments and $5.6 million attributable to the purchase of property and equipment, including internally developed software, which was offset by $37.8 million in proceeds from the sale and maturity of investments. Cash Flows from Financing Activities Net cash provided by financing activities during 2025 was $725.4 million was primarily due to $924.5 million in proceeds from borrowings, net of payment of debt issuance costs, and $6.6 million of proceeds from the employee stock purchase plan, which was partially offset by a $154.1 million repayment of borrowings, $33.7 million payment of tax withholding on behalf of employees related to net share settlement, and $18.1 million payment for repurchase of common stock. Net cash used in financing activities during 2024 was $61.7 million, of which $55.3 million was used to pay minimum tax withholding on behalf of employees related to net share settlement, $4.7 million was used for the payment of business acquisition holdback liability, $2.8 million was used in the repayment of borrowings and $3.9 million was used for the payment of tax distributions to Continuing Equity Owners, which was partially offset by $4.7 million of proceeds from the employee stock purchase plan. Net cash used in financing activities during 2023 was $19.3 million, of which $20.8 million was used to pay minimum tax withholding on behalf of employees related to net share settlement, $2.9 million was used for the payment of business acquisition holdback liability, $2.8 million was used in the repayment of borrowings and $2.2 million was used for the payment of tax distributions to Continuing Equity Owners, which was partially offset by $4.8 million of proceeds from the exercise of options and $4.6 million of proceeds from the employee stock purchase plan. Indebtedness For a discussion of our indebtedness, refer to Note 8 “Credit Agreement” to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Critical Accounting Estimates Management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements and related notes, which have been prepared in accordance with GAAP. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, we evaluate the process we use to develop estimates. We base our estimates on historical experience and on other information that we believe is reasonable for making judgments at the time the estimates are made. Actual results may differ from our estimates due to actual outcomes being different from those on which we based our assumptions. We believe the following accounting policies contain the more significant judgments and estimates used in the preparation of our consolidated financial statements: •Revenue recognition •Equity-based compensation •Income taxes •Business combinations Revenue Recognition We earn revenues primarily from providing access to our SaaS platform solution to our customers, services that support the implementation on the SaaS platform, selling perpetual and term-based software licenses and providing maintenance and support and professional services under contracts with customers. We recognize revenue when performance obligations are satisfied under the terms of the contract in an amount that reflects the consideration we expect 58 Table of Contents to receive in exchange for the services or licenses. We determined the appropriate amount of revenue to be recognized using the following steps: (i) identification of contracts with customers, (ii) identification of the performance obligations in the contract, (iii) determination of transaction price, (iv) allocation of contract transaction price to the performance obligations, and (v) recognition of revenue when or as a performance obligation is satisfied. Contracts often contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct services that are promised to the customer. SaaS For the majority of our sales, we bill our SaaS customers monthly in arrears based on a percentage of the average of the daily value of the assets within a customer’s accounts on the platform. Payment terms may vary by contract but the majority includes a requirement of payment within 30 days following the month in which services were provided. For some solutions, we charge fees which consider various components such as number of users, connectivity, trading volume, data usage and product coverage. Our services allow the customer to access the services without taking possession of the software. Non-refundable fees invoiced in advance of the delivery of our performance obligations are deemed set-up activities and are deferred as a material right and recognized over time, typically 12 months. After set-up activities, customers can use the platform as intended in the arrangement at the “go live” date. As our platform must stand ready to provide the services throughout the contract period, revenues are recognized as the services are provided over time beginning on the date the service is made available as intended in the arrangement. The majority of our customers have the right to cancel with 30 days’ notice with no penalty. Licenses We earn license revenue through the sale of JUMP software license agreements to new customers and sales of additional licenses to the existing customers who can purchase additional users for existing licenses or purchase new licenses. Licenses can be either perpetual or term-based and provide the customer with a right to use the software. When a term license is purchased, maintenance and support is bundled with the license for the term of the license period. We require customers purchasing perpetual licenses to also purchase maintenance and support services covering at least one year from the beginning of the perpetual license. We also offer professional services, including consulting and training, that are not integral to the functionality of the license. Revenue is recognized when the performance obligation is satisfied. Revenue from our perpetual and term-based licenses is recognized when the software is delivered or made available to the customer and all other revenue recognition criteria are satisfied. We satisfy our maintenance and support performance obligations and recognize revenue ratably over the maintenance and support term or license term, consistent with the pattern of benefit to the customer of such services. Professional services are provided on a time basis or over a contract term. We satisfy our professional services and training performance obligations and recognize the associated revenue as services are delivered. We typically bill customers for licenses and maintenance annually in advance and professional services are billed monthly in arrears as services are performed. Professional services Professional services consists primarily of professional services provided to our clients to configure and optimize the use of our solutions, as well as training services related to the configuration and operation of our solutions. We recognize the revenues associated with these professional services on a time and materials basis as we deliver the services or provide the training, or milestones are achieved. We generally recognize the revenues associated with our services in the period the services are performed, provided that collection of the related receivable is reasonably assured. Equity-Based Compensation We measure and recognize equity-based compensation expense for instruments based on the estimated fair value of equity-based awards on the date of grant using the Black-Scholes option-pricing model for options and the fair value of the equity on the date of grant for RSUs. We recognize equity-based compensation expense over the requisite service period on a straight-line basis, which is generally consistent with the vesting of the awards, based on the estimated fair value of the equity-based awards issued to employees and directors. Equity-based compensation that vests on a performance event, such as annual targets for the Company, begins to be recognized at the date that the performance event becomes probable, and compensation expense is recognized through a cumulative catch-up, if necessary, then ratably over each performance period. If there are any modifications of equity-based awards, we may be required to accelerate, increase, decrease or reverse any equity-based compensation expense on the unvested awards. The Company records forfeitures when they occur for all equity-based awards. 59 Table of Contents Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred income taxes are recognized for the expected future tax consequences attributable to temporary differences between the carrying amount of the existing tax assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied in the years in which temporary differences are expected to be recovered or settled. The principal items giving rise to temporary differences are basis differences due to exchange transactions, loss and tax credit carryforwards, equity-based compensation, and intangible asset amortization. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe it is more likely than not that they will not be realized. We consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under tax law, and results of recent operations. We record uncertain tax positions in accordance with ASC 740, Income Taxes on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more likely than not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We consider many factors when evaluating our uncertain tax positions, which involve significant judgment and may require periodic adjustments. The resolution of these uncertain tax positions in a manner inconsistent with management’s expectations could have a material impact on our consolidated financial statements. We recognize interest and penalties related to uncertain tax positions as a component of our provision for (benefit from) income taxes. Accrued interest and penalties are included with the related tax liability. Business Combinations We allocate the fair value of the purchase consideration of a business acquisition to the tangible assets, liabilities, and intangible assets acquired, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Our valuation of acquired assets and assumed liabilities requires significant estimates, especially with respect to intangible assets. The valuation of intangible assets, in particular, requires that we use valuation techniques such as the income approach. The income approach includes the use of a discounted cash flow model, which includes discounted cash flow scenarios and requires the following significant estimates: future expected revenue, expenses and discount rates. We estimate the fair value based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Acquisition-related expenses and related restructuring costs are recognized separately from the business combinations and are expensed as incurred. Recently Issued Accounting Pronouncements Refer to Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.