Clearwater Analytics Holdings, Inc. (CWAN) Business

Item 1. Business.

Recent Developments

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 completion of the proposed transaction (the “Merger Consideration”).

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 Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the receipt of certain other specified regulatory approvals or consents, 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 more information 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.

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 past 28 quarters.

The markets we serve are highly complex and changing rapidly. All asset owners and asset managers need timely, accurate and comprehensive control over their investment portfolios in order to effectively make capital allocation decisions, manage risk, measure performance, comply with regulations and communicate to various stakeholders internally and externally. This requires organizations to have a comprehensive, global view of their investment portfolio. A partial view of one asset class or one reporting regime is ineffective: delivering analysis on 95% of the portfolio is inadequate because, more often than not, the opaque final 5% of the portfolio creates disproportionate risk. A single client can invest in different asset classes, hold assets in over 50 different currencies, be governed by more than 45 accounting bases and hold positions representing thousands of individual tax lots. These clients often have separate solutions for accounting, portfolio management, trading, reporting, performance, compliance and risk management with disparate products for each

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asset class and each country. Furthermore, clients frequently require large teams of people to manually review, compare and enter data, correct errors and build custom reports across multiple disparate systems and spreadsheets. For asset managers, their clients, the asset owners, have increasingly greater demands and are often requesting additional information and reporting. Our platform provides our clients with a single consolidated and transparent view of investment data and analytics, leaving the hard work to CWAN.

We believe that client demand for CWAN’s offering continues to grow not only in the United States, but also in financial centers around the world. In the past, institutions often invested in a narrower range of asset classes for which legacy solutions may have been able to provide adequate accounting, performance measurement, compliance monitoring and risk analytics. Over the past decade, however, clients’ needs have grown meaningfully as a result of industry-wide trends such as:

•higher investment allocations in alternative assets (such as private equity, hedge funds, and derivatives and structured services);

•greater demand for timely risk management and transparency given economic, interest rate and geopolitical volatility;

•pressure to increase speed and accuracy while reducing cost;

•globalization; and

•increased regulatory requirements and complexity.

Clients no longer find it sufficient to review investment portfolios on a quarterly, monthly or even weekly basis. Their aged patchworks of on-premises software applications with multiple data warehouses and significant manual intervention expose them to time delays, a lack of data integrity and traceability, and a significant increase in errors, cost and ultimately risk. For many clients, this has become increasingly untenable.

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 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.

Our team members are passionate about client success. We strive to be an extension of our clients’ own teams by providing responsive, consistent and effective support. Our clients have direct access to a dedicated client service team, a specialized group of experts devoted to ensuring data is as accurate and current as possible and resolving any challenges our clients may encounter utilizing our platform. We take pride in our extremely high client satisfaction rating with an industry-leading NPS. Our gross revenue retention rate has remained at least 98% in 27 of the past 28 quarters, which we believe is a testament to the strength of our offering, our ability to deliver operational efficiency for our clients and our focus on providing exceptional client service. We are able to deliver this service to our clients by attracting, retaining and engaging an outstanding team.

Our clients are increasingly asking us to do more for them. In response, we endeavor to provide our clients with an ever-more comprehensive view, whether across new geographies or asset classes or by expanding to provide solutions front to back across the entire investment lifecycle. We track our progress in expanding client relationships through our net revenue retention rate, which has consistently exceeded 100% since 2019. We continue to expand our product offerings within our core Clearwater solution and we continue to introduce new, adjacent solutions to our clients, including CWAN Private Credit, CWAN Private Funds and Clearwater for Stable Value. In addition to our organic multi-product expansion, in 2025 we completed the business acquisitions of Beacon and Enfusion, and an asset purchase of Blackstone’s proprietary

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portfolio visualization software platform, Bistro. Enfusion’s front-office capabilities, including IBOR, portfolio and order management, risk analytics and comprehensive reporting, will be increasingly integrated with CWAN’s middle and back-office solutions and client reporting capabilities to enable a unified, cloud-native platform that seamlessly integrates with other technologies. Together with Beacon platform’s capabilities in risk management and Bistro’s private credit assets data visualization platform, these acquisitions aim to accelerate CWAN’s vision of creating a unified, real-time portfolio view across all asset types. We expect to continue to introduce new organically developed products and acquire additional solutions that we believe will further enhance our relationship with our clients.

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 solutions are 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 Credit, CWAN Private Funds) or additional products (e.g. Reporting, PMS, OEMS, Risk) should the client choose to utilize those services.

Our Industry

We operate in the investment management market, serving a wide range of clients that own or manage assets across the entire investment lifecycle. We estimate that our total addressable market is $23 billion globally, including $10 billion, $6 billion and $3 billion of spend from the asset management, insurance, and hedge fund industries, respectively.

Before the global financial crisis in 2008, the investment community generally invested in a relatively small number of asset classes that could be tracked with legacy software tools and processes. Over the ensuing years, the industry has faced several challenges that have strained and broken this fragmented and often manual approach to investment operations. These new developments have included increasingly globalized holdings, growing regulatory complexities, the increasing prominence of complex alternative assets, and pressure to increase speed and accuracy while reducing cost. In light of these developments, asset owners and asset managers began to require a comprehensive, global view of their investment portfolios.

These organizations initially reacted by buying dedicated products for each asset class, country and reporting regime, building proprietary data warehouses for different use cases, and increasing employee headcount in accounting and compliance functions. These practices resulted in investment operations that were slow, expensive, inflexible and inconsistent, very often resulting in inaccurate data and reporting. We believe that our purpose-built single instance, multi-tenant technology platform provides clients with a vastly superior solution to their growing needs.

Growing Importance of Alternative Assets

Investors are increasingly allocating capital to alternative assets and complex financial instruments as part of a search for higher investment returns and returns that are uncorrelated to equity and fixed income markets. Preqin estimates that global alternative assets under management (“AUM”) will grow at a 9.4% CAGR from $19 trillion in 2024 to $32 trillion in 2030. In recent years, we have witnessed a dramatic increase in alternative assets on our platform. That is why we have built new products such as CWAN Private Funds and CWAN Private Credit, which provide an additional level of detail not offered by other solutions on the market. Alternative assets are typically traded less broadly and frequently than traditional investment assets (such as stocks, corporate bonds, treasury securities, currencies, mutual funds and exchange-traded funds) and often have less data readily available about them. This complicates reporting and risk management. Asset owners and asset managers need comprehensive, accurate and timely data regardless of the complexity of their investment holdings.

Rising Demand for Risk Management and Transparency

Investors are seeking the highest quality investment data and portfolio visibility in order to effectively make capital allocation decisions, manage risk and measure performance. Additionally, the environmental, social and governance (ESG) initiatives, particularly in Europe, in investing has increased the need for transparency in portfolio holdings as investors seek to measure compliance with ESG objectives. Asset owners and asset managers need a solution that provides on-

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demand transparency in order to optimize risk management, forecast income, conduct shock and scenario analyses and provide their stakeholders with the holdings-based visibility that they require.

Increasingly Global Investment Portfolios

Investors today increasingly hold positions in globally diversified assets as they search for yield and diversification. As a result, they require a global platform that delivers a multi-asset class, multi-basis, multi-currency solution across different accounting, reporting and regulatory regimes.

High Regulatory Complexity

Increased regulatory requirements within the financial services and investment industries continue to proliferate in jurisdictions around the world, forcing asset owners and asset managers to adapt and operate under a myriad of ever-changing rules. The spread of these new regulations (e.g., CECL, NAIC, Solvency II, IFRS 9 and 17, and others) has been accompanied by a nearly six-fold increase in global yearly regulatory alerts and SEC enforcement actions. In 2023, the NAIC mandated its largest change in more than 20 years which will require investors to add data and reconfigure their NAIC reports. Investors must be responsive to ensure they remain compliant across this vast range of regulations. Failure to do so could lead to investigations and sanctions. Asset owners and asset managers need a robust and dynamic solution to help them achieve and maintain compliance in this complex and ever-evolving environment.

Pressure to Increase Efficiency

The asset management industry is highly competitive and asset management firms must constantly improve operating efficiency to maintain profitability. Accounting teams at these firms are continually asked to meet growing regulatory and reporting challenges with fewer resources and increasing client demands and AUM, an ultimately unsolvable problem with legacy products and processes. Additionally, the growing prominence of passive investment strategies (e.g., through the use of Exchange Traded Funds and Index strategies) has compressed fees for active asset managers and led to a greater focus on managing overall organizational costs to maintain profitability and operational efficiency. In order to effectively compete, asset owners and asset managers need modern automated solutions that reduce the need for greater headcount, and ultimately lower costs.

Digital Transformation from Legacy Technologies

Many of the challenges that plague asset owners and asset managers result from their reliance upon legacy software products and outdated manual processes. These products typically require on-premises deployments, feature poor system flexibility and data management capabilities, and result in higher total costs of ownership. Asset owners and asset managers are seeking cloud-based solutions that address the costly, manual and error-prone deficiencies of these legacy technologies. Cloud-based solutions are able to more effectively leverage the automation and insights offered through various AI technologies, exponentially expanding the functionality gaps and benefits between legacy and modern software platforms.

Our Value Proposition

CWAN’s purpose-built single instance, multi-tenant technology platform helps clients around the world radically simplify their investment accounting and reporting, portfolio and order management, performance measurement, compliance monitoring and risk analytics. Our solutions provide our clients with a comprehensive view and single source of truth for their investment portfolios and we believe our solutions deliver unmatched levels of speed, flexibility, traceability, repeatability and auditability, all with no manual labor required of our clients. Some key aspects of our value proposition include:

•Single Instance, Multi-Tenant Platform: CWAN’s platform is purpose-built, 100% in the cloud. The single instance, multi-tenant architecture allows for efficient and continuous upgrades, new features, and updates to adjust for rapidly evolving industry requirements and regulations. Each upgrade and update is made available worldwide.

•Powerful Network Effects: Every incremental data source from an additional client improves our global data set by making it more complete and accurate for other clients on our platform that are similarly entitled to access such data. Our clients include a number of the leading financial institutions and corporations in the world, and by continually sourcing, ingesting, modeling, reconciling and validating the terms, conditions and features of every investment security held by all of our clients, we create a single repository of comprehensive, accurate investment data that serves to the benefit of other clients. This allows us to identify and adjudicate

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data discrepancies that otherwise could introduce error and risk into our clients’ investment portfolios. Furthermore, our clients’ analytical needs help us to continue driving best-in-class innovation with our offering. Our single-instance, multi-tenant platform allows us to take full advantage of these innovations as new CWAN features and functions targeting any client’s needs become immediately available to the entire CWAN client base. In effect, each client benefits from the breadth of holdings, and the demands and needs of, all other CWAN clients. We believe that this gives CWAN a meaningful competitive advantage.

•AI-Enabled Automation: Our architecture and centralized dataset allow us to deliver increased automation through next-generation technologies such as GenAI, AI agents and other automated AI workflows both internally and externally for clients. These technologies are increasingly driving efficiency through reductions in manual reconciliation efforts, report generation and process automation. CWAN saw the number of clients using agentic workflows increase by more than 10x through 2025, and as of December 31, 2025, the CWAN platform supported over 900 AI agents created by CWAN clients and internal teams.

•Comprehensive View of Global Assets: For asset owners and asset managers, we provide comprehensive views and powerful analytics regarding their investment data. We offer investment accounting for more than $10 trillion of assets in our clients’ portfolios globally as of December 31, 2025, including complex derivatives and alternative investments. Clients benefit from having a “single pane of glass” through which to holistically and accurately view their entire investment portfolios, with the flexibility to respond to unique reporting challenges across different regulatory regimes.

•Deep Insights into Opaque Alternative Assets: Investments into alternatives assets are becoming increasingly necessary for asset owners and asset managers to remain competitive. Our consolidated dataset allows us to provide deeper insights into complex and opaque alternative assets. This includes pricing insights for rarely traded private assets, and in-depth views of the underlying assets and exposures underlying structured products.

•Single Source of Truth for the Investment Management Workflows: We completely eliminate the need for clients to manually process and reconcile data from different sources and systems. By leveraging GenAI, AI agents and other automated AI workflows, machine learning (“ML”), automation and our direct connections with approximately 2,700 custodians, more than 700 managers, more than 1,300 trading data sources and all of the leading third-party market data providers, our platform automates data aggregation, data reconciliation and data validation of each security in our clients’ investment portfolios. This allows us to deliver our clients data from a “golden copy” of investment portfolio data that is accurate, auditable and traceable.

•Radical Simplification of Investment Management Operations: We deliver our clients a single, comprehensive platform that allows them to perform investment accounting, portfolio management, trading, performance measurement, compliance monitoring and risk analytics. By eliminating the need for our clients to aggregate, reconcile and validate security data, we greatly simplify and expedite their operations, allowing them to quickly close their books, identify risks and exposures, reduce costs and free their time to focus on managing their portfolios and performing other higher-value functions.

•Accurate, Timely and Up-to-date Reporting: We offer transparent, and configurable views of our clients’ portfolios, accessible anytime from anywhere. Additionally, we are committed to frequent and seamless incorporation of new features and functionalities on our platform to meet the evolving business needs of our clients and the latest regulatory demands. For example, our clients can switch from a GAAP view to a Tax view to a STAT view, all in a matter of seconds.

Our Platform

Our purpose-built single instance, multi-tenant technology platform streamlines our clients’ investment management workflows across the front, middle and back office. Our software automates data aggregation, data reconciliation, data validation, and trade management of each security in our clients’ investment portfolios. This creates a fully reconciled “golden copy” of investment portfolio data, which can be trusted for accurate reporting analytics and action, and provides comprehensive insight into opaque alternatives assets. Our clients benefit from having a comprehensive “single pane of glass” view for daily visibility into all investment data and analytics. Our platform often allows clients to eliminate multiple legacy products and systems as well as significant manual labor. Approximately 91% of portfolios are automatically validated, reconciled and processed without further intervention. The remaining 9% of accounts are flagged for further analysis and reconciled by our reconciliation team.

In order to deliver these powerful solutions and benefits, we purpose-built our technology stack to efficiently process millions of daily transactions in a highly scalable and efficient manner. Our platform is built on a unified architecture and eliminates the need for costly and time-consuming patches and upgrades across multiple, disparate

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software instances. As new features are developed and deployed, they are made available to all clients. Our system leverages the latest GenAI, AI agents and other automated AI workflows and machine learning tools to ingest both structured and unstructured data that is transformed into a universal security model that enables network benefits for our clients. As of December 31, 2025, CWAN had over 400 daily automated AI workflows running on its platform, and clients and internal teams were using over 900 AI agents to augment reconciliation, reporting, portfolio analysis and client communication, and automate manual tasks.

Our clients access the platform through a web-based interface that is highly configurable and provides a set of tools that enable our clients to derive actionable insights on a daily basis. This allows our clients to view their portfolio data from anywhere with an internet connection. Our intuitive, easy-to-use platform allows users to view high-level portfolio information and quickly drill into portfolio specifics down to the most granular security level. Our open platform also creates automated feeds to other client systems—such as trade order management systems, the Snowflake data cloud, data warehouses, enterprise resource planning (ERP) systems and others—eliminating the need for clients to manually enter data from CWAN’s solution into other client systems.

Our Solutions

Our unified platform offers a wide range of software solutions spanning the investment management lifecycle from front-to-back, including the following:

Investment Accounting

Our accounting solution was built with the flexibility to offer operational and regulatory accounting, from the simple to the complex, on the same platform. Our solution is comprehensive in its capabilities:

•Multi-asset class: We have differentiated global asset class coverage including fixed income, equities, bank loans, commercial and residential mortgages, private capital markets (e.g., general and limited partnerships), derivatives and various other alternative assets;

•Multi-basis: A single client can access 45 accounting bases, such as GAAP, Statutory, Tax and IFRS. Our platform has the flexibility to add new accounting bases as our clients’ needs require; and

•Multi-currency: We support clients with more than 60 local currencies (currency of the country they are domiciled in), 30 functional currencies (currency of the country where their principal business is), and numerous reporting currencies.

Our platform offers flexible configurations and outputs, customized general ledger entries for multiple accounting bases, and regulatory completeness. A suite of standardized reports automates relevant investment-related disclosures such as Fair Value Hierarchy and Level 3 Roll-forward and can be easily configured to provide the detailed accounting information investment accountants and internal stakeholders need. Our daily reconciliation, flexible reporting and general ledger capabilities ensure that period-end close processes are efficient and accurate. We also offer investment accounting solutions that target specific use cases including Clearwater for Stable Value, a web-based solution designed to meet the specific accounting, reporting and operational needs of stable value managers and wrap issuers within a single, integrated system. The offering supports contract value accounting, trade capture tools and integrated reporting and analysis.

Portfolio and Order Management

CWAN combines portfolio management, order execution, analytics and compliance into one cloud-native platform through which clients can construct and analyze portfolios, run compliance checks, and send electronic trade orders to executing brokers and exchanges. Disconnected systems create gaps in visibility and control. Seamless front-to-back integration helps clients to avoid the error-prone data handoff that happens between the front, middle and back office, which in turn creates major reconciliation issues resulting in inefficiencies, inaccuracies and increased risk. Key functionality includes:

•Portfolio Management System: Provides CIOs and portfolio managers a platform through which they can construct and re-balance investment portfolios, and access a suite of valuation and risk tools. Features of the solution include:

◦Instant access to positions, cash and exposures across accounts, strategies, and assets classes;

◦Monitoring of attribution, risk metrics, and benchmarks with configurable dashboards and reports;

◦Scenario analysis, stress testing, and forward-looking simulations across strategies and holdings;

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◦Data organization by desk, strategy, client, or vehicle with views that reflect the client’s operational structure; and

◦Real-time access to a comprehensive history of trades, valuations, and positions.

•Order Execution and Management System: Offers portfolio managers, traders, compliance teams and analysts the ability to electronically communicate trade orders across a wide range of public and private asset classes, connect to 300+ liquidity sources via Financial Information eXchange (“FIX”) and other protocols, automate end-of-day trade and allocation delivery to prime brokers, custodians and fund administrators, and embed compliance rules directly into order workflows. Features of the solution include:

◦Support for complex instruments;

◦Ability to define trading strategies and route, manage and allocate orders with full visibility from intent to execution;

◦Advanced allocation and post-trade matching for automatic allocations based on rules, percentages, or account hierarchies; and

◦Audit trails and trade oversight for fully transparent timestamped logs, trade amendments, and historical records of all client activity.

Risk and Performance

CWAN provides a comprehensive suite of cross-asset risk management and performance solutions. Risk managers, investors, operations teams, compliance teams, CTOs and IT teams can mitigate risk with a real-time view of their entire portfolio. When financial risks are not centralized and quantified, negative impacts compound across asset classes, portfolios, and reporting lines undermining strategic decisions. With the CWAN platform, clients can comprehensively understand and analyze various sources of exposure including market risk, credit risk, liquidity risk, and operational risk. Key features of our risk and performance solutions include:

•Structuring and asset modeling for complex instruments and bespoke deal structures;

•Valuation tools for various asset classes with transparent pricing logic;

•Exposure, P&L, and risk monitoring;

•Pre-trade simulation and stress testing for analyzing impacts of market shocks, macro events and hypothetical trades; and

•Performance attribution across multi-asset portfolios using factor-based attribution, fixed income attribution and Brinson-style methodologies.

Beacon by CWAN enables front-office, risk, and investment teams to manage risk, focus on developing strategies, and capture market opportunities with cross-asset trading and risk management models and applications. Beacon’s cloud-native platform and shared code repository give quantitative developers the flexibility to integrate with existing in-house and third-party systems and data providers to rapidly build, test, and deploy custom risk models and analytics.

Alternative Asset Management

CWAN simplifies the complexities of private investments with integrated solutions that automate manual workflows, enable informed decision-making and enhance portfolio visibility. Supporting over 100 different asset types, CWAN delivers accounting, trading, compliance, risk, exposure analysis, and reporting for notoriously opaque investments including limited partnerships, mortgages, derivatives, and more. Key solutions include:

•CWAN Private Funds: A full-service solution for private funds that delivers complete, timely, accurate, and consumable data for limited partnerships. The offering empowers institutional investors to understand underlying risk and exposure data in limited partnership investments and empowers them to make informed decisions. CWAN Private Funds automates the aggregation and normalization of data for private assets and delivers clean, validated, and timely data through a single pane-of-glass view. The solution scans and interprets data buried in PDF files, cleans and surfaces them for comparison and reporting, and provides a complete view over LP investments not available anywhere else on the market.

•CWAN Private Credit: A comprehensive private credit investment solution, which addresses the limitations of legacy solutions by providing investment professionals with a comprehensive platform to drive growth and make informed decisions at every stage of the loan lifecycle, from origination and deal management to analytics, accounting, and reporting. CWAN Private Credit offers investors necessary oversight and reporting capabilities to

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effectively navigate the complete lifecycle of their private credit investments. It also offers enhanced risk reporting, servicer tracking, oversight, and accounting so that investors have the capabilities they need to successfully manage and grow their portfolios.

Reporting and Distribution

As asset managers and asset owners grow their client and AUM bases, they are faced with a myriad of legacy infrastructure and disparate data sources housing the details the clients need at their fingertips. At the same time, user demand for more seamless access to their data and deeper transparency is creating an urgent need for a single data hub that aggregates and provides a comprehensive view of investment information within a single-pane-of-glass and incorporates third party investment-related information.

CWAN offers a modular, SaaS-based data and reporting solution for investment data. Built on a cloud-native stack, our solution gathers, validates, standardizes and normalizes data from an array of independent data sources. It allows internal and external users to access investment, accounting, performance and risk data comprehensively from any source and create highly customized client reports.

Shared Capabilities

Our solutions address a wide-range of client needs across the investment management market. They are developed on a single platform which hosts a set of shared capabilities that are accessible across our solutions, and differentiate our front-to-back platform from legacy technologies. Key shared capabilities include the following:

Data Management at Scale

Central to our platform is a large‑scale, highly accurate dataset that is continuously refreshed and supports a wide spectrum of client use cases. The data is ingested from thousands of external sources, automatically reconciled and validated, and maintained in a consistent format across our systems. This creates a unified, reliable data foundation that functions as a single source of truth for reporting, analytics, and decision‑making. Clients utilize these mission-critical datasets in a variety of ways, including the following:

•Investment Data Management: CWAN centralizes, validates, and connects investment data across systems, so every report, workflow, and decision runs on consistent trusted information.

•Investment Book of Record (IBOR): CWAN’s IBOR offers accurate beginning of day positions and integrates orders, trades, and anticipated cash flows from investor activities and corporate actions to provide portfolio managers with the most accurate view of portfolio positions, exposures and cash. Through integration with order execution and portfolio management systems, portfolio managers and traders can leverage position-level data to support complex strategies and calculate exposures, P&L and risk.

•Accounting Book of Record (ABOR): CWAN aggregates, reconciles and validates accounting data daily across asset classes, currencies, entities and accounting bases. The cloud-native solution provides clients a single source of truth that powers accurate reporting, faster closes, and better decision-making.

Artificial Intelligence

The development of large language models is a step-function technological change that is completely transforming the daily operations of the investment management industry, and accelerating the need for investment managers to innovate to remain competitive.

Legacy software vendors struggle to realize AI’s full benefits as siloed datasets and disconnected modules prevent models from accessing the information needed to optimize business operations. CWAN’s cloud-native platform has embedded AI and ML throughout its products, which will enable clients to reduce manual efforts, decrease operational costs, and accelerate decision making throughout the investment management workflow.

The CWAN GenAI offering operates as a 24/7 embedded operations layer within its unified platform—spanning accounting, trading, compliance, performance, and reporting. Asset managers can use CWAN GenAI to automate variance analysis, fee calculations, and performance attribution. Risk analysts can scan concentration and counterparty risk across portfolios, and operations teams can deploy CWAN GenAI for autonomous trade settlement, real-time cash management and exception handling.

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CWAN has over 900 agents in production and runs 1,200 automated workflows each week which are driving real outcomes for our clients including:

•90% reductions in manual reconciliation effort and faster issue resolution;

•80% faster report generation and same-day audit readiness; and

•50% faster close cycles and same-day resolution of variances.

We believe that these and other operational improvements will compound over time. As the AI models learn, they should get more accurate, driving further efficiencies and accelerating the pace of innovation both internally for CWAN and externally for the investment management industry.

Compliance

CWAN centralizes oversight with comprehensive securities coverage and regulatory rule sets. Our platform offers pre- and post- trade compliance, as well as regulatory compliance for NAIC, Solvency II and additional local regimes with security master integration.

Pre-trade compliance is embedded directly into order workflows, helping investment teams avoid errors, prevent violations and stay within investment guidelines. Pre-trade features include:

•Integrated pre-trade validation to run rule checks as trades are created or staged;

•Customer rule libraries to apply investment and regulatory constraints across accounts, funds, and regions; and

•Real-time alerts to notify users of potential breaches before orders are executed.

Once trades are executed, CWAN automates post-trade monitoring using validated, reconciled data enabling daily surveillance of portfolio compliance. Post-trade features include:

•Automated daily rule checks to monitor exposures and restrictions using complete, up-to-date positions;

•Comprehensive investment restrictions to apply firm-wide client-specific and regulatory rules concurrently; and

•Violation tracking to see where when and why breaches occurred, down to the security or transaction.

CWAN helps compliance teams act quickly and document every step, with tools that support resolution, oversight, and reporting. Other compliance features include:

•Role-based workflows to assign, review and resolve compliance issues with clear ownership;

•Resolution documentation to capture notes, actions, and approvals for every exception; and

•Exportable audit history to maintain records to support internal controls, board reviews, and regulatory disclosures.

Our Clients

CWAN serves a broad universe of institutional clients across multiple end-markets. Today, our largest client end-markets are asset management, insurance, hedge funds, and corporate treasuries. We are also growing our client base in several adjacent markets including pension funds, sovereign wealth funds, endowments and foundations, and in the public sector with numerous state and local governments and government entities. While these end-markets and their clients can be quite different from each other, ultimately all of our clients need timely, accurate and comprehensive information on their investments in order to effectively make capital allocation and portfolio decisions, manage risk, measure performance, comply with regulations and communicate to various stakeholders both internally and externally. Chief Financial Officers, treasurers, controllers, Chief Operating Officers, Chief Investment Officers, portfolio managers, and traders select our offerings to address a range of needs, from holistic solutions incorporating many of our capabilities to more limited solutions incorporating only some of them.

As of December 31, 2025, we had over 2,500 clients across over 50 countries with over $10 trillion of global invested assets on our platform. In addition, as of December 31, 2025, we had 152 clients who contributed at least $1 million in annualized recurring revenue. Our diversified, blue-chip client base of insurance companies, asset managers and large corporations have $5.0 trillion, $3.2 trillion and 1.4 trillion in assets on our platform, respectively, as of December 31, 2025. In addition, SLED (state, local and education) entities, and bank/community foundations have $0.4 trillion and $0.3 trillion in assets on our platform, respectively as of December 31, 2025. No client accounted for more than 10% of our

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revenue for the years ended December 31, 2025, 2024 and 2023, and our top 10 clients represented less than 30% of total revenue for each of the years ended December 31, 2025, 2024 and 2023.

Our Go-to-Market Strategy.

We seek to deliver exceptional innovation and service to our clients every day. Client success is core to our go-to-market approach and contributes to both our ability to win new clients and retain existing clients.

We have earned an industry-leading NPS. Our high client satisfaction also translates into gross revenue retention rates of at least 98% in 27 of the past 28 quarters.

We continue to see significant demand for our offerings around the world, and our sales efforts are supported by a sales force of 272 team members globally as of December 31, 2025. We divide this sales force by geography, including the Americas, Asia-Pacific and EMEA. Within each geography, the team is organized by client end-market and target client size.

We divide our sales organization into four key end-markets: Insurance, Asset Managers, Hedge Funds, and Asset Owners. Asset Owners include corporates, governments and endowments, energy, and sell-side banks. Within each vertical we typically have teams of hunters targeting new logos and farmers for expansions, with more nuanced segmentation addressing the unique use cases and buying centers within each market.

For all markets, we provide a suite of established “Hero Products” including Investment Accounting, PMS, and OEMS, with which we typically procure new customers. We offer additional products and functionality that are cross-sold, and increasingly contribute to new logo wins, including Risk & Performance, Alternatives, Reporting, and Agentic Client Interaction. We plan to continue expanding our sales force and adding new target end-markets in the periods ahead.

Our sales force is supported by a global marketing team with 27 team members as of December 31, 2025. We actively grow our sales pipeline through account-based marketing, investment in our digital presence, increased brand awareness and product marketing. We will continue to invest in and build out our global marketing function to drive future pipeline and growth.

Our Growth Strategy

We intend to drive the growth of our business and expand our addressable market through the following strategies:

Deepen Our Relationships With Existing Clients

We believe we achieve our industry-leading NPS by giving our clients an exceptional and differentiated solution and experience. We believe we are very effective in solving our clients’ challenges in managing investment accounting and reporting, performance measurement, compliance monitoring and risk analytics. Our gross revenue retention rate has remained at least 98% for 27 of the last 28 quarters, and our net revenue retention rate reached 109% in the quarter ended December 31, 2025. For a discussion of gross revenue retention rate and net revenue retention rate, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Measures.”

We actively seek to strengthen and deepen our client relationships through our client engagement model, which is a set of best practices aimed at increasing client satisfaction, engagement and share of wallet. We conduct quarterly steering committee meetings with key client stakeholders and senior members of CWAN management and have semi-annual on-site visits to review key client’s business needs, market feedback, our product roadmap and improvement opportunities. We host our users’ conference, Clearwater Connect, in both London and the U.S. In the U.S., the in-person conference is typically held at our headquarters in Boise, Idaho to give our clients the ability to engage with their peers and uncover best practices. We believe that our relentless focus on client success and innovation will continue to result in strong client retention and allow us to grow as our clients grow.

Continue Expanding Within Our Core Client End-Markets

Our current core end-markets (asset management, insurance, hedge funds and asset owners) remain significantly unpenetrated today. We continue to drive growth and market-share gains within these end-markets, which have to date been primarily served by legacy products and processes. We will continue to displace legacy products and add clients in these end-markets through our direct sales and marketing efforts and by helping our strategic asset manager clients win new clients, which in turn brings more assets onto our platform. With only approximately 4% market penetration in a $23 billion TAM, we believe that we have significant market opportunity for additional growth. Our industry-leading NPS score and consistent 98%+ gross retention rates give us confidence that our approach works well.

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Accelerate International Expansion

With offices, leadership and sales teams established in Edinburgh, London, Paris, Tokyo, Singapore, and Hong Kong, we are poised to reach more new clients globally. We have substantial room to grow our international business as revenues outside the United States represented only 25% of our total revenues for the year ended December 31, 2025, despite these markets representing approximately 51% of our total addressable market. We have invested in these geographic markets recognizing that the challenges international clients experience are very similar to those experienced by our North American clients. We believe our solution is highly effective at addressing client needs regardless of geography.

Continue Expanding Within Adjacent Client End-Markets

We believe there is a significant opportunity for growth by continuing to target adjacent end-markets. There is a large opportunity to tailor the regulatory reporting and performance management capabilities of our existing solutions to better serve the needs of a range of additional asset owners, such as state and local governments, pension funds, sovereign wealth funds as well as endowments and foundations. We believe our existing solutions are suitable to serve the needs of the clients in these end-markets. While we have onboarded our first clients in these end-markets and have built internal teams to service them, we do not currently derive a material amount of revenue from these end-markets.

Innovate and Develop Adjacent Solutions

CWAN has a long history of innovating and advancing our platform based on client feedback and evolving market needs. We will continue to invest heavily in expanding our functional breadth and depth, improving user experience, increasing automation and strengthening system performance. We intend to utilize emerging technologies including machine learning and Generative AI to continue driving industry-leading capabilities and performance, keeping the platform at the very forefront of technology. Historically, we have sold our solutions as one unified offering. As clients have continued to find innovative uses for our platform in other business functions, we expect to sell and price those newer modules separately. Examples of our adjacent solutions that we have developed include CWAN Private Credit, CWAN Private Funds and Clearwater for Stable Value. CWAN Private Funds is an investment data platform dedicated to streamlining the accounting process for limited partnerships. CWAN clients leverage the automated solution to enable significant efficiency gains and solve the operational challenges associated with data aggregation, reconciliation, commitment tracking, document storage, accounting, and reporting. Clients are using the solution to gain a full picture of all of their limited partnerships and to automate their NAIC reporting. CWAN Private Credit is a comprehensive private credit investment solution that provides investment professionals with a comprehensive platform to drive growth and make informed decisions at every stage of the loan lifecycle, from origination and deal management, to analytics, accounting, and reporting. Clearwater for Stable Value is built to meet the specific accounting, reporting, and operational needs of stable value managers and wrap issuers within a single, integrated system.

Pursue Strategic Partnerships and Acquisitions

We may selectively pursue partnerships and acquisitions that complement our solutions, provide us access to new markets or improve our competitive positioning within existing and new markets, or that otherwise accelerate one or more of our growth objectives. We completed our business acquisitions of Enfusion and Beacon in April 2025, and an asset purchase of Blackstone’s proprietary portfolio visualization software platform, Bistro, in March 2025.

Enfusion is a global SaaS provider focused on transforming the investment management industry. Enfusion’s solution is designed to eliminate technology and information barriers, empowering investment managers to confidently make and execute better-informed investment decisions in real time. Enfusion’s front-office capabilities, including IBOR, portfolio management, and order and execution management, will be integrated with CWAN’s middle and back-office solutions and client reporting capabilities to enable a unified, cloud-native platform that seamlessly integrates with other technologies. Together with Beacon platform’s capabilities in risk management and Bistro’s private credit assets data visualization platform, these acquisitions accelerate CWAN’s vision of creating a unified, real-time portfolio view across all asset types-from public equities and private credit to structured products and alternatives. We will continue to consider partnerships and acquisitions focused on improving our technology to build the first comprehensive cloud-native front-to-back solution for the entire investment management industry, as well as expansion in Europe and Asia.

Competition

The market for solutions serving the full investment lifecycle, including investment accounting, portfolio and order management, risk and analytics is competitive and highly fragmented. The market is served by large-scale players with

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broad offerings as well as vendors with only point solutions that target local markets or specific client types, business functions or asset classes. We also face competition from systems developed and serviced internally by our potential clients’ information technology (“IT”) departments. We believe that our solution is more comprehensive than our competitors’ in terms of asset class coverage and functionality. Our competitors primarily utilize legacy, on-premises systems and often employ large operational teams. While some of our competitors may take components or versions of their offerings into the cloud, their core platforms remain underpinned by legacy technologies, making it virtually impossible to ensure consistency, timeliness and auditability.

In each of our core client end-markets, we compete with a variety of firms depending on client size, type, location, computing environment and functional requirements. Our principal competitors include large providers of investment operations, accounting and analytics systems such as SS&C (with its Advent, CAMRA, Maximus, and Singularity products), State Street (with its PAM and outsourced service offerings), SAP, BNY Mellon’s Eagle product, Deutsche Börse’s Simcorp Dimension, BlackRock’s Aladdin, FIS’s iWorks, Broadridge, Bloomberg AIM, LayerOne, Coremont and Northern Trust. We occasionally see smaller providers of specialized applications and services. We also compete with outsourcers, as well as the internal processing and IT departments of our prospective clients.

We believe the principal factors that drive competition in our market include:

•New SaaS technology;

•Ability to provide a “golden copy”of data - a single source of data truth in order to ensure data consistency across all business applications;

•Breadth and quality of solutions;

•Technology differentiation, including single instance, multi-tenant architecture;

•Automated data aggregation and reconciliation capabilities;

•Comprehensive accounting and reporting of global assets on a daily basis;

•Integrated portfolio and order management for seamless front-to-back trading and oversight;

•Real-time cross-asset risk analytics, including exposure monitoring and stress testing;

•Flexible and integrated reporting;

•Daily and on-demand visibility into investment performance;

•Quality of client service;

•Reputation with other leading financial institutions and clients;

•Frequent and complete regulatory updates;

•Simplified IT infrastructure and operating costs;

•Scalability, including handling large changes in assets (e.g., M&A);

•Ease of use and quality of user interface; and

•The price of such offerings and return on investment.

Product Development & Engineering

Our product development and engineering teams are focused on extending our market leadership by innovating on both our existing and new solutions. We believe we must pursue relentless and aggressive innovation to maintain our competitive advantage. To meet these goals, we use multidisciplinary teams of highly trained personnel and leverage their expertise across our solutions. We have invested heavily in our product development and engineering teams to ensure a high degree of product functionality and quality.

Our product and engineering management team focuses on near-term and long-term product strategy, identifying and implementing best practices, continual improvement in engineering throughput and quality, integration strategies across third-party products, and continued process automation.

Approximately 31% of our global employee base is dedicated to product development and engineering. Our personnel are organized into solution-specific teams and are based principally in United States and India. We expect to continue our significant investment in product engineering and innovation as we extend our competitive strengths moving forward.

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Intellectual Property and Proprietary Rights

We rely on a combination of trademark, copyright and trade secret protection laws in the United States and other jurisdictions, as well as confidentiality procedures, technical measures and contractual restrictions, to protect our proprietary technology and our intellectual property. We seek to control access to and distribution of our proprietary information.

We enter into confidentiality agreements and/or license agreements with our employees, consultants, clients and vendors that generally provide that any confidential or proprietary information developed by us or on our behalf be kept confidential. In the normal course of business, we provide access to our SaaS Solution that is built upon our intellectual property to third parties through licensing or restricted use agreements. We have proprietary know-how in our algorithms, business on-boarding functions and software applications. We have in the past and may in the future pursue patents covering our proprietary technology. We also pursue the registration of certain of our trademarks and service marks in the United States with the U.S Patent and Trademark Office and various international trademark offices. In addition, we have registered numerous Internet domain names related to our business. We have established a system of security measures to protect our computer systems from security breaches and computer viruses, including various technology and process-based methods, such as clustered and multi-level firewalls, intrusion detection mechanisms, vulnerability assessments, content filtering, antivirus software and access control mechanisms. We also use encryption techniques for data transmissions. We control and limit access to confidential and proprietary information on a “need to know” basis.

Regulations

As with any company operating in our field, we are subject to a growing number of local, national and international laws and regulations. These laws are often complex, sometimes contradict other laws, and are frequently evolving. Laws may be interpreted and enforced in different ways in various locations around the world, posing a significant challenge to our global business. This ambiguity includes laws and regulations possibly affecting our business, such as those related to data protection. Changes to such laws and regulations could cause us to incur additional costs and change our practices in order to comply.

Data Protection and Privacy

Users of our solutions and services are located in the United States and around the world. As a result, we may collect and store the personal information of individuals who live in many different countries. Accordingly, we may be subject to those countries’ privacy laws and the jurisdiction of such regulators by collecting or storing the personal data of those countries’ residents, even if we have no physical or legal presence there. Our exposure to foreign countries’ privacy and data security laws may impact our ability to collect and use personal information, increase our legal compliance costs and expose us to liability.

We have incurred, and will continue to incur, expenses to comply with privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations. Increased domestic or international regulation of data utilization and distribution practices could require us to modify our operations and incur significant additional expense, which could have a material adverse effect on our business, financial condition or results of operations. Although we primarily process institutional financial information, 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.

Anti-Corruption and Sanctions

We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws imposed by governments around the world with jurisdiction over our operations, which may include, among others, the Foreign Corrupt Practices Act (the “FCPA”), the USA PATRIOT Act and other applicable laws in the jurisdictions in which we operate.

Our Human Capital Management and Culture

As of December 31, 2025, we had over 3,000 employees, including approximately 937 in product development and engineering, 299 in sales and marketing, 1,537 in operations and 229 in executive, general administrative and corporate functions. Of these employees, 1,303 were located in the United States, 1,118 were located in India, 319 were located in the United Kingdom, 153 were located within the European Union, and 109 based in other international locations. None of our U.S. employees are subject to a collective bargaining agreement. Employees in France are represented by a local workers’ council and a collective bargaining agreement, as required by local laws or customs. We have never experienced a work stoppage and believe our relationship with our employees to be good.

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We have a team-oriented culture and encourage candor from our employees, which we believe helps us to succeed and drive operational excellence. We also seek to, and have a history of, promoting from within our organization as well as hiring top talent from outside of our company to expand our capabilities.

We aim to hire individuals who share our passion, commitment and entrepreneurial spirit. We are also committed to diversity and inclusion because we believe that diversity leads to better outcomes for our business and enables us to better meet the needs of our clients. We recognize the importance of diversity in leadership roles within our company.

We encourage our employees to operate by a common set of values, which includes being:

•Infectiously passionate about CWAN;

•Intensely committed to our clients;

•Devoted to building an outstanding, engaged team;

•Focused on execution and dedicated to getting things done;

•Continuously innovative and improving;

•Dedicated to building truly differentiated offerings; and

•Committed to having values beyond reproach.

We believe that operating with purpose, passion and creativity benefits our clients, stockholders, employees and suppliers, as well as the communities where we operate, and the environment.

CWAN Cares

CWAN is proud of CWAN Cares, our corporate social responsibility program, through which we have worked with our employees to identify three company-wide priorities: science, technology, engineering and mathematics (“STEM”) education, human services and sustainability. For example as part of CWAN’s “Season of Giving” initiatives, in Boise, Idaho, employees donate a portion of each paycheck to the Idaho STEM Action Foundation and Idaho Food Bank. In addition, employees have volunteered at an Hour of Code event helping local students build their STEM knowledge and learn more about career opportunities. CWAN donated additional funds to the Idaho STEM Action Foundation for classroom tools for robotics and game design. CWAN has donated to food drives in Boise, Idaho, Seattle, Washington, London, England, Edinburgh, Scotland and Noida, India; and donated to children’s charities and animal care programs in our other office locations. In India, we have partnered with the “Salma Public School” and “Happy Children’s Library,” where employees conduct teaching sessions, science days, sports days, education tours and other activities. CWAN also donated to “Teach for India,” supporting the organization’s mission to provide an excellent and equitable education for children from low-income communities. Employees have also worked with a local non-governmental agency to donate winter essentials to the underprivileged.

We offer our employees 16 hours of paid time off to perform volunteer services and have matched employee donations to company identified charities.

Organization

Clearwater Analytics Holdings, Inc. was incorporated as a Delaware corporation on May 18, 2021. We are a holding company and our principal asset is our interest in CWAN Holdings. We completed an underwritten IPO of shares of our Class A common stock on September 23, 2021. Prior to the IPO, all business operations were conducted through Carbon Analytics Holdings, LLC, which changed its name to CWAN Holdings, LLC in connection with the IPO.

Available Information

Our website is located at https://www.cwan.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including their exhibits, proxy and information statements, and amendments to those reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Exchange Act are available through the “Investors” portion of our website free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information on our website is not part of this Annual Report on Form 10-K or any of our other securities filings unless specifically incorporated herein or therein by reference. In addition, our filings with the SEC may be accessed through the SEC’s Interactive Data Electronic Applications system at http://www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the

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document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.