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What changed in Clearwater Analytics Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Clearwater Analytics Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+380 added−393 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-26)

Top changes in Clearwater Analytics Holdings, Inc.'s 2025 10-K

380 paragraphs added · 393 removed · 263 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

100 edited+62 added−39 removed40 unchanged
Biggest changeOur Industry We serve the entire investment lifecycle and operate in the investment accounting and analytics market, serving a range of clients that own or manage investment assets. 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.
Biggest changeBefore 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.
Over the past decade, however, clients’ needs have grown meaningfully as a result of industry-wide trends such as: • globalization; • increased regulatory requirements and complexity; • 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, and • pressure to increase speed and accuracy while reducing cost.
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.
We conduct quarterly steering committee meetings with key client stakeholders and senior members of Clearwater 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.
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.
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 of 60+ by giving our clients an exceptional and differentiated solution and experience.
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.
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 39 accounting bases, such as GAAP, Statutory, Tax and IFRS.
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.
We encourage our employees to operate by a common set of values, which includes being: • Infectiously passionate about Clearwater; • 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 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.
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. Clearwater also donated to “Teach for India,” supporting the organization’s mission to provide an excellent and equitable education for children from low-income communities.
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.
Our single-instance, multi-tenant platform allows us to take full advantage of these innovations as new Clearwater features and functions targeting any client’s needs become immediately available to the entire Clearwater client base. In effect, each client benefits from the breadth of holdings, and the demands and needs of, all other Clearwater clients.
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.
Innovate and Develop Adjacent Solutions Clearwater 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.
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 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. Clearwater benefits from powerful network effects.
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.
Clearwater donated additional funds to the Idaho STEM Action Foundation for classroom tools for robotics and game design. Clearwater 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.
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.
Some key aspects of our value proposition include: • Single Instance, Multi-Tenant Platform: Clearwater’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.
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.
Additionally, the rise of 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.
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 3 Table of Content s on-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.
Asset owners and asset managers need a solution that provides on- 3 Table of Contents 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.
This allows us to deliver our clients data from a “Golden Copy” that is accurate, auditable and traceable. • Radical Simplification of Investment Accounting Operations: We deliver our clients a single, comprehensive platform that allows them to perform investment accounting, performance measurement, compliance monitoring and risk analytics.
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.
The market is served by large-scale players with 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.
The market is served by large-scale players with 11 Table of Contents 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.
Clearwater is particularly proud of Clearwater 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.
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.
Our sales force is supported by a global marketing team with 23 team members as of December 31, 2024. 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 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.
Continue Expanding Within Our Core Client End-Markets Our current core end-markets (asset management, insurance and corporations) 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.
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.
This allows us to identify and adjudicate 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.
This allows us to identify and adjudicate 4 Table of Contents 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.
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. 11 Table of Content s We aim to hire individuals who share our passion, commitment and entrepreneurial spirit.
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.
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, comply with regulatory reporting requirements, 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.
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.
Our software aggregates, reconciles and validates data from more than 4,100 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 accounting, performance, compliance and risk solutions to provide clients with powerful analytics and daily or on-demand configurable reporting.
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.
For example as part of Clearwater’s “Season of Giving” initiatives, in Boise, Idaho, over one hundred employees continue to 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.
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.
Clearwater LPx is an investment data platform dedicated to streamlining the accounting process for limited partnerships. Clearwater 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.
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.
Our platform has the flexibility to add new accounting bases as our clients’ needs require; and 5 Table of Content s • Multi-currency: We support clients with more than 54 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 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.
All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the 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. 13 Table of Content s
All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the 14 Table of Contents 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. 15 Table of Contents
Our platform also creates automated feeds to other client systems—such as trade order management systems, data warehouses, enterprise resource planning (ERP) systems and others—eliminating the need for clients to manually enter data from Clearwater’s solution into other client systems.
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 Value Proposition Clearwater’s purpose-built single instance, multi-tenant technology platform helps clients around the world radically simplify their investment accounting and reporting, performance measurement, compliance monitoring and risk analytics.
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.
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.
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 have substantial room to grow our international business as revenues outside the United States represented only 18% of our total revenues for the year ended December 31, 2024, despite these markets representing approximately 46% of our total addressable market.
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.
For many clients, this has become increasingly untenable. 1 Table of Content s We allow our clients to replace these legacy systems with modern cloud-native software. Our platform helps clients reduce cost, time, errors and risk and allows them to reallocate resources to other value-creating activities.
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.
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 23 of the last 24 quarters, and our net revenue retention rate reached 116% in the quarter ended December 31, 2024.
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.
Our principal competitors include large providers of investment 9 Table of Content s 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 and Northern Trust.
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.
Clearwater Prism As asset managers and asset owners continue to 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.
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.
We believe the principal factors that drive competition in our market include: • New SaaS technology; • Comprehensive accounting and reporting of global assets on a daily basis; • Ability to provide a “Golden Copy” / 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; • 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.
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.
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.
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.
Clients are using Clearwater LPx to gain a full picture of all of their limited partnerships and to automate their NAIC reporting.
Clients are using the solution to gain a full picture of all of their limited partnerships and to automate their NAIC reporting.
Item 1. Business. Overview Clearwater brings transparency to the opaque world of investment accounting and analytics with what we believe is the industry’s most trusted and innovative single instance, multi-tenant technology platform. Our cloud-native software allows clients to radically simplify their investment accounting operations, enabling them to focus on higher-value business functions such as asset allocation strategy and investment selection.
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.
That is why we have built new products such as Clearwater LPx and Clearwater MLx, which provide an additional level of detail not offered by other solutions on the market.
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.
By leveraging machine learning, automation and our direct connections with approximately 2,400 custodians, more than 1,100 managers, more than 600 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.
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.
Our gross revenue retention rate has remained at least 98% in 23 of the past 24 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 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.
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.
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.
We believe that there are currently no competitors who offer a cloud-native platform like ours. We further 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.
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.
In 2022, we transitioned our contracting structure to a framework we describe as Base+ for all new clients. A Base+ contract framework 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. This structure is designed to limit the downside volatility in our asset-based fees.
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.
No client accounted for more than 10% of our revenue for the years ended December 31, 2024, 2023 and 2022, and our top 10 clients represented less than 30% of total revenue for each of the years ended December 31, 2024, 2023 and 2022. Our Go-to-Market Strategy We seek to deliver exceptional innovation and service to our clients every day.
No client accounted for more than 10% of our 9 Table of Contents 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.
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 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.
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 Clearwater Prism and Clearwater LPx, which we believe help solve the investment reporting needs of our clients.
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.
Our Human Capital Management and Culture As of December 31, 2024, we had 1,915 employees, including approximately 648 in product development and engineering, 202 in sales and marketing, 919 in operations and 146 in executive, general administrative and corporate functions.
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.
We will continue to consider partnerships and acquisitions focused on improving our technology for alternative assets data and our performance and risk management offerings, as well as expansion in Europe, the Middle East and Asia. Competition The market for solutions serving the full investment lifecycle, including investment accounting, and analytics is competitive and highly fragmented.
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 Base+ model includes annual increases in the base fee and enables us to charge additional fees for supplemental services provided for certain alternative asset classes (e.g., LPx, MLx) or additional products (e.g. Prism, OMS/PMS) should the client choose to utilize those services.
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.
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.
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.
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.
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.
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 expect to continue our significant investment in product engineering and innovation as we extend our competitive strengths moving forward. 12 Table of Contents 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.
Additionally, 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, incorporating third party investment-related information not tied to Clearwater performing accounting-related functions.
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.
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. ESG Clearwater has adopted ESG objectives designed to create long-term value and manage risks.
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.
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 mortgage loan portfolios.
CWAN Private Credit offers investors necessary oversight and reporting capabilities to 7 Table of Contents 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.
Our platform provides comprehensive accounting, data and advanced analytics as well as highly-configurable reporting for global investment assets 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 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.
In addition, SLED (state, local and education) entities, and bank/community foundations have $0.3 trillion and $0.2 trillion in assets on our platform, respectively as of December 31, 2024.
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.
Our system leverages the latest machine learning and artificial intelligence tools to ingest both structured and unstructured data that is transformed into a universal security model that enables network benefits for our clients.
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.
We have registered the marks “Clearwater” and “Clearwater Prism,” and two versions of Clearwater’s stylized logo 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 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.
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.
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.
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.
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.
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.
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.
Employees in France are represented by local workers’ councils and/ or collective bargaining agreements, as required by local laws or customs. We have never experienced a work stoppage and believe our relationship with our employees to be good. We have a team-oriented culture and encourage candor from our employees, which we believe helps us to succeed and drive operational excellence.
We have never experienced a work stoppage and believe our relationship with our employees to be good. 13 Table of Contents We have a team-oriented culture and encourage candor from our employees, which we believe helps us to succeed and drive operational excellence.
For example, our clients can switch from a GAAP view to a Tax view to a STAT view, all in a matter of seconds. 4 Table of Content s • 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.
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.
Of these employees, 977 were located in the United States, 541 were located in India, 235 were located in the United Kingdom, 151 were located within the European Union, 4 were located in Singapore, and 7 were located in Hong Kong. None of our U.S. employees are subject to a collective bargaining agreement.
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.
Every day, Clearwater’s powerful platform aggregates and normalizes data on over $8.8 trillion of global invested assets for over 1,400 clients as of December 31, 2024. 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.
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 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, from approximately 10,000 alerts and enforcement actions in 2008 to approximately 61,000 in 2022, according to SEC press releases and annual reports.
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.
Prior to 2008, 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.
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.
With only approximately 4% market penetration for asset managers and approximately 31% for insurance companies in North America today, we believe that we have significant market opportunity for additional growth.
With only approximately 4% market penetration in a $23 billion TAM, we believe that we have significant market opportunity for additional growth.
A single client can invest in over 60 different asset classes, hold assets in over 50 different currencies, be governed by more than 10 accounting regimes and hold positions representing thousands of individual tax lots. These clients often have separate solutions for accounting, reporting, performance, compliance and risk management with disparate products for each asset class and each country.
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.
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.
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.
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 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.
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 89% of portfolios are automatically validated, reconciled and processed without further intervention.
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.
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.
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.
Our Solutions Our solutions are offered through one unified Clearwater platform and are detailed below: • Investment Accounting and Reporting: 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 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.
Approximately 34% 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 Boise, Idaho, Seattle, Washington, Paris, France and Noida, India. We expect to continue our significant investment in product engineering and innovation as we extend our competitive strengths moving forward.
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.
Clearwater MLx 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. Clearwater MLx offers investors necessary oversight and reporting capabilities to effectively navigate the complete lifecycle of their mortgage loan investments.
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.
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.
These clients often have separate solutions for accounting, portfolio management, trading, reporting, performance, compliance and risk management with disparate products for each 1 Table of Contents 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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese include provisions that: • provide for a multi-class common stock structure in which each share of our Class C common stock and each share of our Class D common stock entitles its holder to ten votes per share on all matters presented to our stockholders generally; • authorize “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt; • provide for a classified board of directors with staggered three-year terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; 32 Table of Content s • preclude cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • limit the ability of stockholders to call a special stockholder meeting; • prohibit stockholders from acting by written consent from and after the date on which Welsh Carson, Warburg Pincus and Permira and their affiliates, collectively or singly, cease to beneficially own shares of our common stock representing at least 50% of the voting power of our common stock (the “Trigger Event”); • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; • require that, from and after the Trigger Event, the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of common stock of the Company entitled to vote thereon; • providing that our board of directors is expressly authorized to amend, alter, rescind or repeal our bylaws; and • provide that, from and after the Trigger Event, requiring the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of our common stock to amend provisions of our certificate of incorporation relating to the management of our business, our board of directors, stockholder action by written consent, calling special meetings of stockholders, competition and corporate opportunities, Section 203 of the Delaware General Corporation Law (the “DGCL”), forum selection and the liability of our directors, or to amend, alter, rescind or repeal our bylaws.
Biggest changeThese include provisions that: • authorize “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt; • provide for a classified board of directors with staggered three-year terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; 33 Table of Contents • preclude cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; • limit the ability of stockholders to call a special stockholder meeting; • prohibit stockholders from acting by written consent; • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; • require that the removal of directors only for cause and only upon the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of common stock of the Company entitled to vote thereon; • providing that our board of directors is expressly authorized to amend, alter, rescind or repeal our bylaws; and • require the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of our common stock to amend provisions of our certificate of incorporation relating to the management of our business, our board of directors, stockholder action by written consent, calling special meetings of stockholders, competition and corporate opportunities, Section 203 of the DGCL, forum selection and the liability of our directors, or to amend, alter, rescind or repeal our bylaws.
A failure by us or our subsidiaries to comply with the covenants or to maintain the required financial ratios contained in the Credit Agreement could result in an event of default under such indebtedness, which could adversely affect our ability to respond to changes in our business and manage our operations.
A failure by us or our subsidiaries to comply with the covenants or to maintain the required financial ratios contained in the 2025 Credit Agreement could result in an event of default under such indebtedness, which could adversely affect our ability to respond to changes in our business and manage our operations.
In addition to our U.S. operations, we currently maintain international operations in the United Kingdom and India and have smaller sales-focused research and development-focused presences in France, Germany, Luxembourg, Singapore, and Hong Kong, and have clients located around the globe.
In addition to our U.S. operations, we currently maintain international operations in the United Kingdom and India and have smaller sales-focused and research and development-focused presences in France, Germany, Luxembourg, Singapore, Hong Kong and Japan, and have clients located around the globe.
Macroeconomic and Industry Risks We operate in a highly competitive industry, with many companies competing for business from insurance companies, asset managers, corporations and government entities on the basis of a number of factors, including the quality and breadth of solutions and services provided, ability to innovate, reputation and the prices of services, and this competition could hurt our financial performance and cash flows.
Macroeconomic and Industry Risks We operate in a highly competitive industry, with many companies competing for business from insurance companies, asset managers, hedge funds, corporations and government entities on the basis of a number of factors, including the quality and breadth of solutions and services provided, ability to innovate, reputation and the prices of services, and this competition could hurt our financial performance and cash flows.
Our ability to keep up with technology and business and legal and regulatory changes is subject to a number of risks, including that: • we may find it difficult or costly to update our solutions and services and to develop new solutions and services quickly enough to meet our clients’ needs; • we may find it difficult or costly to make some features of our software work effectively and securely over the Internet or with new or changed external applications; 20 Table of Content s • we may find it difficult or costly to update our solutions and services to keep pace with business, evolving industry standards, regulatory and other developments in the industries where our clients operate; • we may find it difficult or costly to advertise and market our solutions and services; • we may find it difficult or costly to protect our proprietary technology and intellectual property rights; • our clients may delay purchases in anticipation of new solutions, services or enhancements; and • we may be exposed to liability for security breaches that allow unauthorized persons to gain access to confidential information stored on our computers or transmitted over our network.
Our ability to keep up with technology and business and legal and regulatory changes is subject to a number of risks, including that: • we may find it difficult or costly to update our solutions and services and to develop new solutions and services quickly enough to meet our clients’ needs; • we may find it difficult or costly to make some features of our software work effectively and securely over the Internet or with new or changed external applications; • we may find it difficult or costly to update our solutions and services to keep pace with business, evolving industry standards, regulatory and other developments in the industries where our clients operate; • we may find it difficult or costly to advertise and market our solutions and services; • we may find it difficult or costly to protect our proprietary technology and intellectual property rights; • our clients may delay purchases in anticipation of new solutions, services or enhancements; and • we may be exposed to liability for security breaches that allow unauthorized persons to gain access to confidential information stored on our computers or transmitted over our network.
Additionally, a default by us under the Credit Agreement or an agreement governing any other future indebtedness may trigger cross-defaults under any other future agreements governing our indebtedness.
Additionally, a default by us under the 2025 Credit Agreement or an agreement governing any other future indebtedness may trigger cross-defaults under any other future agreements governing our indebtedness.
In addition, some of our clients, including financial services firms, have developed or may develop the in-house capability to provide the technology, investment reporting and accounting solutions, regulatory reporting solutions and investment risk management and performance analytics solutions and services they have engaged us to perform, obviating the need to hire us.
In addition, some of our clients, including financial services firms, have developed or may develop the in-house capability to provide the technology, investment reporting and accounting solutions, portfolio and order management solutions, regulatory reporting solutions and investment risk management and performance analytics solutions and services they have engaged us to perform, obviating the need to hire us.
If our investment accounting and reporting solutions, regulatory reporting solutions or risk management or performance analytics solutions fail to perform properly due to undetected errors or similar problems, our business, financial condition, reputation or results of operations could be materially adversely affected.
If our investment accounting and reporting solutions, portfolio and order management, regulatory reporting solutions or risk management or performance analytics solutions fail to perform properly due to undetected errors or similar problems, our business, financial condition, reputation or results of operations could be materially adversely affected.
Any of the foregoing may result in decreased demand for our solutions, harm to our business, results of operations or reputation, legal liability, regulatory action, or failure to achieve expected results including if use products or enable or offer solutions that draw scrutiny or controversy due to their perceived or actual impact on clients or on society as a whole.
Any of the foregoing may result in decreased demand for our solutions, harm to our business, results of operations or reputation, legal liability, regulatory action, or failure to achieve expected results including if use products or enable or offer solutions that 30 Table of Contents draw scrutiny or controversy due to their perceived or actual impact on clients or on society as a whole.
We may also incur significant costs for using alternative equipment or facilities or taking other actions in preparation for, or in reaction to, any such events. We may be unable to adapt to rapidly changing technology, evolving industry standards and regulatory requirements and new product and service introductions, which could result in a loss of market share.
We may also incur significant costs for using alternative equipment or facilities or taking other actions in preparation for, or in reaction to, any such events. 23 Table of Contents We may be unable to adapt to rapidly changing technology, evolving industry standards and regulatory requirements and new product and service introductions, which could result in a loss of market share.
Such laws and regulations may cover sales 26 Table of Content s practices, taxes, user privacy, data protection, the use of generative AI, pricing, content, copyrights, distribution, electronic contracts, consumer protection, broadband residential Internet access and the characteristics and quality of services. Moreover, it is not always clear how certain existing laws governing these matters apply to the Internet.
Such laws and regulations may cover sales practices, taxes, user privacy, data protection, the use of generative AI, pricing, content, copyrights, distribution, electronic contracts, consumer protection, broadband residential Internet access and the characteristics and quality of services. Moreover, it is not always clear how certain existing laws governing these matters apply to the Internet.
In addition, we are required to maintain compliance with various financial ratios in the Credit Agreement.
In addition, we are required to maintain compliance with various financial ratios in the 2025 Credit Agreement.
Any of the foregoing could prevent us from competing effectively, result in substantial costs to us, divert management’s attention and our resources away from our operations and otherwise harm our reputation. If our intellectual property and proprietary technology are not adequately protected to prevent use or appropriation by our competitors, our business and competitive position would suffer.
Any of the foregoing could prevent us from competing effectively, result in substantial costs to us, divert management’s attention and our resources away from our operations and otherwise harm our reputation. 29 Table of Contents If our intellectual property and proprietary technology are not adequately protected to prevent use or appropriation by our competitors, our business and competitive position would suffer.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: • changes in the valuation of our deferred tax assets and liabilities; • expected timing and amount of the release of any tax valuation allowances; • tax effects of equity-based compensation; • costs related to intercompany restructurings; 23 Table of Content s • changes in tax laws, regulations or interpretations thereof; • lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates; or • changes in the geographic location and amount of expenses we have for certain of our activities that qualify for tax credits and incentives.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: • changes in the valuation of our deferred tax assets and liabilities; • expected timing and amount of the release of any tax valuation allowances; • tax effects of equity-based compensation; 25 Table of Contents • costs related to intercompany restructurings; • changes in tax laws, regulations or interpretations thereof; • lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates; or • changes in the geographic location and amount of expenses we have for certain of our activities that qualify for tax credits and incentives.
Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including restrictions in our and our subsidiaries’ current and future debt instruments, our future earnings, capital requirements, financial condition and prospects, and applicable Delaware law, which provides that 33 Table of Content s dividends are only payable out of surplus or current net profits.
Any future determination relating to dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including restrictions in our and our subsidiaries’ current and future debt instruments, our future earnings, capital requirements, financial condition and prospects, and applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits.
We use machine learning (ML) and AI technologies in our solutions and business, and we are making investments in expanding the use of AI solutions, including ongoing deployment and improvement of features using AI technologies.
We use ML and AI technologies in our solutions and business, and we are making investments in expanding the use of AI solutions, including ongoing deployment and improvement of features using AI technologies.
However, CWAN Holdings’ ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would violate either any contract or agreement to which CWAN Holdings or its subsidiaries is then a party, including debt agreements, or any applicable law, or that would have the effect 30 Table of Content s of rendering CWAN Holdings or its subsidiaries insolvent.
However, CWAN Holdings’ ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would violate either any contract or agreement to which CWAN Holdings or its subsidiaries is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering CWAN Holdings or its subsidiaries insolvent.
Sales of our Class A common stock pursuant to these registration rights or such registration statement may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Sales of our Class A common stock pursuant to such registration statement may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Investment accounting and reporting solutions, regulatory reporting solutions and risk management and performance analytics solutions we develop or license may contain undetected errors or defects despite testing.
Investment accounting and reporting solutions, portfolio and order management, regulatory reporting solutions or risk management or performance analytics solutions we develop or license may contain undetected errors or defects despite testing.
Privacy regulators in some of those countries have publicly stated that foreign entities (including entities based in the United States) may render themselves subject to those countries’ privacy laws and the jurisdiction of such regulators by collecting or storing the personal data of those 18 Table of Content s countries’ residents, even if such entities have no physical or legal presence there.
Privacy regulators in some of those countries have publicly stated that foreign entities (including entities based in the United States) may render themselves 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 such entities have no physical or legal presence there.
The investments we make and additional resources we 29 Table of Content s use to expand our operations, target new international clients, expand our presence globally within our existing clients and manage operational and sales growth in other countries may not produce desired levels of revenue or profitability, which could adversely affect our business and results of operations.
The investments we make and additional resources we use to expand our operations, target new international clients, expand our presence globally within our existing clients and manage operational and sales growth in other countries may not produce desired levels of revenue or profitability, which could adversely affect our business and results of operations.
We cannot predict the effect our multiple class structure may have on the trading market for our Class A common stock. We cannot predict whether our multiple class structure will result in a lower or more volatile market price of our Class A common stock or other adverse consequences.
Risks Related to Our Class A Common Stock We cannot predict the effect our multiple class structure may have on the trading market for our Class A common stock. We cannot predict whether our multiple class structure will result in a lower or more volatile market price of our Class A common stock or other adverse consequences.
Among other factors that could affect our stock price are: • changes in laws or regulations applicable to our industry or offerings; • speculation about our business in the press or the investment community; • price and volume fluctuations in the overall stock market; • volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable; • stock price and volume fluctuations attributable to inconsistent trading levels of our shares; • our ability to protect our intellectual property and other proprietary rights and to operate our business without infringing, misappropriating or otherwise violating the intellectual property and other proprietary rights of others; 34 Table of Content s • sales of our Class A common stock by us or our significant stockholders, officers and directors, and the expiration of contractual lock-up agreements in connection therewith; • redemptions and exchanges by certain of the Continuing Equity Owners of their LLC Interests into shares of Class A common stock; • the development and sustainability of an active trading market for our Class A common stock; • success of competitive products or services; • the public’s response to press releases or other public announcements by us or others, including our filings with the SEC, announcements relating to litigation or significant changes to our key personnel; • the effectiveness of our internal controls over financial reporting; • changes in our capital structure, such as future issuances of debt or equity securities; • our entry into new markets; • tax developments in the United States, Europe or other markets; • strategic actions by us or our competitors, such as acquisitions or restructurings; and • changes in accounting principles.
Among other factors that could affect our stock price are: • the pendency of the Merger and any uncertainty around the timing of the Merger and its effects; • changes in laws or regulations applicable to our industry or offerings; • speculation about our business in the press or the investment community; • price and volume fluctuations in the overall stock market; • volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable; • stock price and volume fluctuations attributable to inconsistent trading levels of our shares; • our ability to protect our intellectual property and other proprietary rights and to operate our business without infringing, misappropriating or otherwise violating the intellectual property and other proprietary rights of others; • sales of our Class A common stock by us or our significant stockholders, officers and directors, and the expiration of contractual lock-up agreements in connection therewith; • redemptions and exchanges by certain of the Continuing Equity Owners of their LLC Interests into shares of Class A common stock; • the development and sustainability of an active trading market for our Class A common stock; 35 Table of Contents • success of competitive products or services; • the public’s response to press releases or other public announcements by us or others, including our filings with the SEC, announcements relating to litigation or significant changes to our key personnel; • the effectiveness of our internal controls over financial reporting; • changes in our capital structure, such as future issuances of debt or equity securities; • our entry into new markets; • tax developments in the United States, Europe or other markets; • strategic actions by us or our competitors, such as acquisitions or restructurings; and • changes in accounting principles.
If we are not able to effectively increase and retain our talent, our ability to achieve our strategic objectives will be adversely impacted, and our business, financial condition and results of operations will be harmed. 15 Table of Content s Sustaining growth will also require us to commit additional sales, management, operational and financial resources and to maintain appropriate operational and financial systems.
If we are not able to effectively increase and retain our talent, our ability to achieve our strategic objectives will be adversely impacted, and our business, financial condition and results of operations will be harmed. Sustaining growth will also require us to commit additional sales, management, operational and financial resources and to maintain appropriate operational and financial systems.
Furthermore, because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from CWAN Holdings and, through CWAN Holdings, cash distributions and dividends from our other direct and indirect subsidiaries.
Furthermore, because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash 34 Table of Contents distributions from CWAN Holdings and, through CWAN Holdings, cash distributions and dividends from our other direct and indirect subsidiaries.
The Credit Agreement contains, and the agreements evidencing or governing any other future indebtedness may contain, financial restrictions on us and our restricted subsidiaries, including restrictions on our or our restricted subsidiaries’ ability to, among other things: • place liens on our or our restricted subsidiaries’ assets; 24 Table of Content s • make investments other than permitted investments; • incur additional indebtedness; • prepay or redeem certain indebtedness; • merge, consolidate or dissolve; • sell assets; • engage in transactions with affiliates; • change the nature of our business; • change our or our subsidiaries’ fiscal year or organizational documents; and • make restricted payments.
The 2025 Credit Agreement contains, and the agreements evidencing or governing any other future indebtedness may contain, financial restrictions on us and our restricted subsidiaries, including restrictions on our or our restricted subsidiaries’ ability to, among other things: • place liens on our or our restricted subsidiaries’ assets; • make investments other than permitted investments; • incur additional indebtedness; • prepay or redeem certain indebtedness; • merge, consolidate or dissolve; • sell assets; 26 Table of Contents • engage in transactions with affiliates; • change the nature of our business; • change our or our subsidiaries’ fiscal year or organizational documents; and • make restricted payments.
A significant portion of our assets consists of goodwill and other intangible assets, primarily recorded as the result of the JUMP and Wilshire Technology acquisitions. We may subsequently experience unforeseen events that could adversely affect the value of our goodwill or intangible assets.
A significant portion of our assets consists of goodwill and other intangible assets, primarily recorded as the result of the acquisitions. We may subsequently experience unforeseen events that could adversely affect the value of our goodwill or intangible assets.
In the event of non-realizability of 25 Table of Content s DTA, any excess of the carrying value of these assets over the realizability must be adjusted with a corresponding valuation allowance in the period of determination. Future determinations of significant non realizability of DTA could have a negative impact on our results of operations and financial condition.
In the event of non-realizability of DTA, any excess of the carrying value of these assets over the realizability must be adjusted with a corresponding valuation allowance in the period of determination. Future determinations of significant non realizability of DTA could have a negative impact on our results of operations and financial condition.
We are subject to the Fair Labor Standards Act, applicable foreign employment standards laws and similar state laws, which govern such matters as time keeping and payroll requirements, minimum wage, overtime, employee and worker classifications, our ability to terminate employees, and other working conditions.
We are subject to the Fair Labor Standards 31 Table of Contents Act, applicable foreign employment standards laws and similar state laws, which govern such matters as time keeping and payroll requirements, minimum wage, overtime, employee and worker classifications, our ability to terminate employees, and other working conditions.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or 19 Table of Content s the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our business, financial condition and results of operations.
The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our business, financial condition and results of operations.
As a result, because of these 35 Table of Content s inherent limitations in our control system, misstatements or omissions due to error or fraud may occur and may not be detected, which could result in failures to file required reports in a timely manner and filing reports containing incorrect information.
As a result, because of these inherent limitations in our control system, misstatements or omissions due to error or fraud may occur and may not be detected, which could result in failures to file required reports in a timely manner and filing reports containing incorrect information.
A key element of our strategy is to invest significantly in our growth and research and development efforts to develop new solutions and services and enhance our existing solutions and services to address additional applications and markets. For the year ended December 31, 2024, our research and development expense was approximately 33% of our revenue.
A key element of our strategy is to invest significantly in our growth and research and development efforts to develop new solutions and services and enhance our existing solutions and services to address additional applications and markets. For the year ended December 31, 2025, our research and development expense was approximately 27% of our revenue.
We compete with many different types of companies that vary in size and scope, including SS&C (Advent, CAMRA, Maximus, and Singularity), State Street (PAM), SAP, BNY Mellon (Eagle), Simcorp (Dimension), BlackRock (Aladdin), FIS (iWorks) and Northern Trust, and which are discussed in greater detail under “Business—Competition”.
We compete with many different types of companies that vary in size and scope, including SS&C (Advent, CAMRA, Maximus, and Singularity), State Street (PAM), SAP, BNY Mellon (Eagle), Simcorp (Dimension), BlackRock (Aladdin), FIS (iWorks), Broadridge, Bloomberg AIM, LayerOne, Coremont and Northern Trust, and which are discussed in greater detail under “Business—Competition”.
We believe that our significant presence in India provides certain important advantages for our business, such as direct access to a large pool of skilled professionals and assistance in growing our business internationally. However, it also creates certain risks that we must effectively manage. As of December 31, 2024, 541 of our total employees were based in India.
We believe that our significant presence in India provides certain important advantages for our business, such as direct access to a large pool of skilled professionals and assistance in growing our business internationally. However, it also creates certain risks that we must effectively manage. As of December 31, 2025, 1,118 of our total employees were based in India.
In addition, third parties may in the future assert intellectual property infringement claims against our clients, which, in certain circumstances, we have agreed to indemnify. Any intellectual property related infringement or misappropriation claims, whether or not meritorious, could 27 Table of Content s result in costly litigation and could divert management resources and attention.
In addition, third parties may in the future assert intellectual property infringement claims against our clients, which, in certain circumstances, we have agreed to indemnify. Any intellectual property related infringement or misappropriation claims, whether or not meritorious, could result in costly litigation and could divert management resources and attention.
For example, customers of our asset manager 14 Table of Content s clients are generally free to change asset managers and can even withdraw the funds they have invested with asset managers to avoid all securities markets-related risks.
For example, customers of our asset manager clients are generally free to change asset managers and can even withdraw the funds they have invested with asset managers to avoid all securities markets-related risks.
Furthermore, while we aim to develop and use AI responsibly and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be 28 Table of Content s unsuccessful in identifying or resolving issues before they arise.
Furthermore, while we aim to develop and use AI responsibly and attempt to mitigate ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise.
Issuing additional shares of our Class A common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A common stock or both.
From time to time, we or our stockholders may sell shares of our Class A common stock. Issuing additional shares of our Class A common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A common stock or both.
Our revenues for the year ended December 31, 2024 grew 23% compared to the same period in 2023. Continued future growth could place additional demands on our resources and increase our expenses. Our success depends in large part on our ability to attract high-quality management and employees in sales, development, software engineering, operations and support functions.
Our revenues for the year ended December 31, 2025 grew 62% compared to the same period in 2024. Continued future growth could place additional demands on our resources and increase our expenses. Our success depends in large part on our ability to attract high-quality management and employees in sales, development, software engineering, 18 Table of Contents operations and support functions.
We are the owner of three copyright registrations, four registered trademarks in the United States and four international trademarks, and we claim common law rights in other trademarks that are not registered.
We are the owner of three separate copyright registrations, seven registered trademarks in the United States and eighteen international trademarks, and we claim common law rights in other trademarks that are not registered.
These events and their impacts could otherwise disrupt and adversely affect our operations and could materially adversely affect our financial performance. 36 Table of Content s Item 1B. Unresolved Staff Comments. None.
These events and their impacts could otherwise disrupt and adversely affect our operations and could materially adversely affect our financial performance. 37 Table of Contents Item 1B. Unresolved Staff Comments. None.
The introduction of AI technologies into new or existing solutions may result in new or enhanced governmental or regulatory scrutiny (such as the recent White House executive order on the development and use of AI, the proposed EU AI Act, and other proposed state and federal regulations), litigation, confidentiality or security risks, ethical concerns, legal liability, or other complications.
The introduction of AI technologies into new or existing solutions may result in new or enhanced governmental or regulatory scrutiny (such as the EU AI Act, and proposed state and federal regulations), litigation, confidentiality or security risks, ethical concerns, legal liability, or other complications.
Instead, taxable income is allocated to its members, including us and the Continuing Equity Owners. We intend to cause CWAN Holdings to make tax distributions quarterly to the holders of LLC Interests (including us), in each case on a pro rata basis based on CWAN Holdings’ net taxable income, which tax distributions will be based on an assumed tax rate.
We intend to cause CWAN Holdings to make tax distributions quarterly to the holders of LLC Interests (including us), in each case on a pro rata basis based on CWAN Holdings’ net taxable income, which tax distributions will be based on an assumed tax rate.
As a result, we may incur higher interest costs if interest rates continue to increase. There can be no assurance that the United States Federal Reserve will not raise rates in the future, and any such increase in interest costs could have a material adverse impact on our financial condition and cash flows.
There can be no assurance that the United States Federal Reserve will not raise rates in the future, and any such increase in interest costs could have a material adverse impact on our financial condition and cash flows.
If the sources from which we obtain information that is important to our solutions and services limit or restrict our ability to access or use such information, we may be unable to obtain similar data from other sources on commercially reasonable terms or at all, or we may be required to attempt to obtain such information by other means, such as end-user permissioned data scraping, that could be more costly and time-consuming, and less effective or efficient. 17 Table of Content s In order to serve our clients, we must have a reliable method from which to obtain client data.
If the sources from which we obtain information that is important to our solutions and services limit or restrict our ability to access or use such information, we may be unable to obtain similar data from other sources on commercially reasonable terms or at all, or we may be required to attempt to obtain such information by other means, such as end-user permissioned data scraping, that could be more costly and time-consuming, and less effective or efficient.
In the past, certain of our clients have requested we obtain this data through a web-based retrieval process, which we refer to as a web-based data feed.
In order to serve our clients, we must have a reliable method from which to obtain client data. In the past, certain of our clients have requested we obtain this data through a web-based retrieval process, which we refer to as a web-based data feed.
Our clients may, for a number of reasons and despite the Base+ framework, seek to negotiate a lower basis points fee percentage.
Our clients may, for a number of reasons, seek to negotiate a lower basis points fee percentage.
We are dependent on fees based on the value of the assets on our platform for the main portion of our revenues, and to the extent market volatility, a downturn in economic conditions or other factors cause negative trends or fluctuations in the value of the assets on our platform, our fee-based revenue and earnings may decline.
To the extent market volatility, a downturn in economic conditions, product utilization, or other factors cause negative trends, fluctuations in usage or fluctuations in the value of the assets on our platform or, our fee-based revenue and earnings may decline.
If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, we may be required to incur additional expenses or alter our business model, either of which could have a material adverse effect on our business, financial condition or results of operations.
If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, we may be required to incur additional expenses or alter our business model, either of which could have a material adverse effect on our business, financial condition or results of operations. 28 Table of Contents We are substantially dependent on our intellectual property rights, and a failure to protect these rights could adversely affect our business, financial condition or results of operations.
Any of these outcomes could result in SEC enforcement actions, monetary fines or other penalties, damage to our reputation, and harm to our financial condition. Increasing scrutiny of environmental, social and governance matters, may impose additional costs and expose us to new risks. Companies across all industries have been experiencing increased scrutiny related to their ESG practices and disclosures.
Any of these outcomes could result in SEC enforcement actions, monetary fines or other penalties, damage to our reputation, and harm to our financial condition. 36 Table of Contents Increasing scrutiny of environmental, social and governance matters, may impose additional costs and expose us to new risks.
A Base+ contract framework 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. This structure is designed to limit the downside volatility in our asset-based fees.
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.
If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of solutions and services that are competitive in our current or future markets, it would harm our business and results of operations. 21 Table of Content s Risks Related to the Proposed Acquisition of Enfusion If the acquisition of Enfusion is completed, we may not achieve the anticipated benefits of the proposed acquisition, including anticipated synergies.
If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of solutions and services that are competitive in our current or future markets, it would harm our business and results of operations.
If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders.
If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. 32 Table of Contents In certain circumstances, CWAN Holdings will be required to make distributions to us and the Continuing Equity Owners and the distributions may be substantial.
However, if we were deemed to be an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations. 31 Table of Content s Risks Related to Our Class A Common Stock The Principal Equity Owners continue to have influence over us, including influence over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.
However, if we were deemed to be an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition and results of operations.
We devote significant financial and personnel resources to implement and maintain security measures; however, as cybersecurity threats develop, evolve and grow more complex over time, it may be necessary to make further investments to protect our data and infrastructure.
We devote significant financial and personnel resources to implement and maintain security measures; however, as cybersecurity threats develop, evolve and grow more complex over time, it may be necessary to make further investments to protect our data and infrastructure. 22 Table of Contents We use third parties to provide certain data processing services, including hosting services; however, our ability to monitor our third-party service providers’ data security is limited.
Our clients may seek to negotiate a lower fee percentage or may cease using our services, which could limit the growth of, or decrease, our revenues. In 2022, we transitioned our contracting structure to a framework we describe as Base+ for all new clients.
Our clients may seek to negotiate a lower fee percentage or may cease using our services, which could limit the growth of, or decrease, our revenues.
We rely on trade secret, trademark and copyright laws, confidentiality and nondisclosure agreements and other contractual and technical security measures to protect our proprietary technology.
We have made substantial investments in software and other intellectual property on which our business is highly dependent. We rely on trade secret, trademark and copyright laws, confidentiality and nondisclosure agreements and other contractual and technical security measures to protect our proprietary technology.
If a significant number of our clients were to terminate their contracts with us and we were unable to obtain a significant number of new clients, our business, financial condition or results of operations could be materially adversely affected.
If a significant number of our clients were to terminate their contracts with us and we were unable to obtain a significant number of new clients, our business, financial condition or results of operations could be materially adversely affected. 21 Table of Contents 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.
Additionally, further issuances of our Class D common stock, which is convertible into shares of our Class A common stock, may also dilute the economic and voting rights of our existing stockholders.
Additionally, further issuances of our Class D common stock, which is convertible into shares of our Class A common stock, may also dilute the economic and voting rights of our existing stockholders. As of December 31, 2025, the Company does not have any intention to issue any additional shares of Class C common stock or Class D common stock.
Clients, particularly in Europe, sometimes seek ESG information to satisfy their ESG commitments and regulatory reporting obligations. We may face reputational damage if we do not adapt to or comply with these expectations and standards relating to ESG matters, or if we fail, or are perceived to fail, to demonstrate progress toward our ESG initiatives and objectives.
In addition, public ESG and sustainability reporting is becoming more broadly expected by various stakeholders. Clients, particularly in Europe, sometimes seek ESG information to satisfy their ESG commitments and regulatory reporting obligations. We may face reputational damage if we do not adapt to or comply with these expectations and standards relating to ESG matters.
Shares of our common stock held by our affiliates will continue to be subject to the volume and other restrictions of Rule 144 under the Securities Act.
Shares of our common stock held by our affiliates will continue to be subject to the volume and other restrictions of Rule 144 under the Securities Act. Following the IPO, we filed a registration statement registering under the Securities Act the shares of Class A common stock reserved for issuance under our 2021 Plan.
We invest significantly in growth and research and development, and to the extent our research and development investments do not translate into new solutions and services or material enhancements to our current solutions and services, or if we do not use those investments efficiently, our business and results of operations would be harmed.
In addition, if we are unsuccessful in completing acquisitions of other businesses, operations or assets or if such opportunities for expansion do not arise, our business, financial condition or results of operations could be materially adversely affected. 24 Table of Contents We invest significantly in growth and research and development, and to the extent our research and development investments do not translate into new solutions and services or material enhancements to our current solutions and services, or if we do not use those investments efficiently, our business and results of operations would be harmed.
We continually introduce new solutions and services and new versions of our solutions and services, including, for example, in response to new or modified regulations or reporting requirements. Despite internal testing and testing by current and potential clients, our current and future solutions and services, or the operating systems used to deliver them, may contain serious defects or malfunctions.
Despite internal testing and testing by current and potential clients, our current and future solutions and services, or the operating systems used to deliver them, may contain 19 Table of Contents serious defects or malfunctions.
In certain circumstances, CWAN Holdings will be required to make distributions to us and the Continuing Equity Owners and the distributions may be substantial. CWAN Holdings is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax.
CWAN Holdings is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income is allocated to its members, including us and the Continuing Equity Owners.
Our debt consists of variable-rate debt and fluctuations in interest rates could have a material effect on our business. Prior to 2022, interest rates in the U.S. had generally been at historic lows for several years. In 2022 through 2024, the United States Federal Reserve raised interest rates several times in an attempt to combat historically high inflation.
Prior to 2022, interest rates in the U.S. had generally been at historic lows for several years. In 2022 through 2024, the United States Federal Reserve raised interest rates several times in an attempt to combat historically high inflation. As a result, we may incur higher interest costs if interest rates increase.
Any significant termination of data access, or disruptions, failures, slowdowns, data loss or data corruption could have a material adverse effect on our business, financial condition or results of operations and result in the loss of clients.
Any significant termination of data access, or disruptions, failures, slowdowns, data loss or data corruption could have a material adverse effect on our business, financial condition or results of operations and result in the loss of clients. 20 Table of Contents If sources from which we obtain information limit our access to such information or institute or increase fees for accessing such information, our business could be materially and adversely harmed.
Our failure to successfully compete in any of the above-mentioned areas could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our failure to successfully compete in any of the above-mentioned areas could have a material adverse effect on our business, financial condition, results of operations and cash flows. 17 Table of Contents Our results of operations and financial condition are highly dependent on fees based on the value of the assets on our platform, and for certain solutions dependent on user fees, connectivity fees, market data fees, and managed service fees.
In addition, negative public perception and reputational damage caused by such claims would adversely affect our client relationships and our ability to enter into new contracts.
In addition, negative public perception and reputational damage caused by such claims would adversely affect our client relationships and our ability to enter into new contracts. Any of these problems could have a material adverse effect on our business, financial condition, reputation or results of operations.
For example, individuals may take legal action against us if they rely on information we have provided and it contains an error. In addition, we could be subject to claims based upon the content that is accessible from our website through links to other websites.
We may be subject to claims for negligence, breach of contract or other claims relating to the information we use and/or provide. For example, individuals may take legal action against us if they rely on information we have provided and it contains an error.
For example, if we were to determine that realizability of our deferred tax assets was not more likely than not, we would reduce deferred tax assets and increase income tax expense by approximately $629 million at December 31, 2024.
For example, if we were to determine that realizability of our deferred tax assets was not more likely than not, we would reduce deferred tax assets and increase income tax expense by approximately $694 million at December 31, 2025. 27 Table of Contents Legal and Regulatory Risks We could face liability for certain information we use and/or provide, including information based on data we obtain from other parties.
Investors, customers, regulators, employees, and other stakeholders have focused increasingly on ESG issues, including, among other things, climate change and greenhouse gas emissions, human and civil rights, and diversity, equity, and inclusion matters. In addition, public ESG and sustainability reporting is becoming more broadly expected by various stakeholders.
Companies across all industries have been experiencing increased scrutiny related to their ESG practices and disclosures. Investors, customers, regulators, employees, and other stakeholders have focused increasingly on ESG issues, including, among other things, climate change and greenhouse gas emissions, human and civil rights, and diversity, equity, and inclusion matters.
Outcomes from these audits could have an adverse effect on our results of operations and financial condition. Our indebtedness could adversely affect our financial flexibility and our competitive position. As of December 31, 2024, there was $46.1 million of term loans outstanding under the Credit Agreement.
Outcomes from these audits could have an adverse effect on our results of operations and financial condition. Our indebtedness could adversely affect our financial flexibility and our competitive position. Our debt consists of variable-rate debt and fluctuations in interest rates could have a material effect on our business.
Moreover, we could face liability based on inaccurate information provided to us by others or based on information provided to us by others that have not obtained necessary consents to do so. Defending any such claims could be expensive and time-consuming, and any such claim could materially adversely affect our business, financial condition or results of operations.
In addition, we could be subject to claims based upon the content that is accessible from our website through links to other websites. Moreover, we could face liability based on inaccurate information provided to us by others or based on information provided to us by others that have not obtained necessary consents to do so.
Any of these problems could have a material adverse effect on our business, financial condition, reputation or results of operations. 16 Table of Content s We could face liability or incur costs to remediate operational errors or to address possible client dissatisfaction.
We could face liability or incur costs to remediate operational errors or to address possible client dissatisfaction.
Substantially all of our revenue is derived from fees that are primarily based on the amount of assets on our platform. These fees are stated in basis points, or 1/100 th of 1%.
A significant portion of our revenue is derived from fees that are based on the value of the assets that our clients maintain on our platform, which are primarily generated from our insurance industry and asset manager clients.
In particular, we are dependent on the fee-based revenue from our insurance industry clients and asset manager clients, from whom we derived 54% and 32%, respectively, of our total revenue for the year ended December 31, 2024.
For certain solutions, revenues are derived from user fees, connectivity fees, market data fees, and managed service fees, and dependent on customer utilization, particularly among our hedge fund clients. Our insurance, asset management and hedge fund clients contributed 41%, 26% and 17%, respectively, to our total revenue for the year ended December 31, 2025.
Removed
Though in substantially all cases we charge a minimum fee regardless of the assets that are loaded onto our platform and since 2022 we have implemented a Base+ model, our results of operations and financial condition are highly dependent on the value of the assets that our clients maintain on our platform.
Added
Merger Risks If our proposed Merger does not close, or is delayed, we may experience financial and operational disruptions. In addition our stock price may decline if the Merger is perceived as uncertain to close. On December 20, 2025, we entered into the Merger Agreement, pursuant to which we expect to be acquired by the Investor Group.
Removed
We also began to amend contracts with our existing clients to either modify the structure of such contracts from a pure asset-based fee to this Base+ model or to increase the basis point price. Prior to 2022, we charged a basis point fee based on the client’s assets on the platform subject to contracted minimums.
Added
The closing of the Merger is subject to the satisfaction or waiver of certain conditions, many of which are not within our full control. We currently expect that the Merger will be completed in the second quarter of 2026.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur management team oversees efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other 37 Table of Content s information obtained from governmental, public, or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.
Biggest changeOur management team has over 95 years of combined experience in IT and cybersecurity matters. 38 Table of Contents Our management team oversees efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources, including external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.
The Audit Committee oversees management’s implementation of our cybersecurity risk management program. The Audit Committee oversees management’s implementation of our cybersecurity risk management program. Our Chief Information Security Officer regularly briefs the Audit Committee on our cybersecurity program and threat posture.
The Audit Committee oversees management’s implementation of our cybersecurity risk management program. Our Chief Information Security Officer regularly briefs the Audit Committee on our cybersecurity program and threat posture.
Removed
Our management team has over 95 years of combined experience in IT and cybersecurity matters.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our corporate headquarters is located in Boise, Idaho and consists of 106,780 square feet under a lease agreement that expires on October 31, 2026. The lease agreement includes two optional 5-year renewal periods.
Biggest changeItem 2. Properties. Our corporate headquarters is located in Boise, Idaho and consists of 106,780 square feet under a lease agreement that expires on October 31, 2026. In January 2026, the lease agreement was renewed for a 10-year period, ending on October 31, 2036.
We also lease office space in New York, New York; McLean, Virginia; Seattle, Washington; San Jose, California; London, United Kingdom; Edinburgh, United Kingdom; Paris, France; Luxembourg; Frankfurt, Germany; Noida, India, Singapore and Hong Kong. We lease all our facilities and do not own any real property.
We also lease office space in New York, New York; Chicago, Illinois; McLean, Virginia; Seattle, Washington; San Jose, California; London, United Kingdom; Edinburgh, United Kingdom; Dublin, Ireland; Paris, France; Luxembourg; Frankfurt, Germany; Noida, India; Bangalore, India; Mumbai, India; Tokyo, Japan; Sydney, Australia; Singapore and Hong Kong. We lease all our facilities and do not own any real property.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn the opinion of our management, we are not involved in any litigation or proceedings with third parties that we believe could have a material adverse effect on our results of operations, financial condition, cash flows or business. Item 4. Mine Safety Disclosures. Not applicable. 38 Table of Content s PART II
Biggest changeIn the opinion of our management, we are not involved in any litigation or proceedings with third parties that we believe could have a material adverse effect on our results of operations, financial condition, cash flows or business. Item 4. Mine Safety Disclosures. Not applicable. 39 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe graph uses the closing market price on September 24, 2021 of $25.37 per share as the initial value of our Class A common stock.
Biggest changeThe graph uses the closing market price on September 24, 2021 of $25.37 per share as the initial value of our Class A common stock. All values assume reinvestment of dividends. 40 Table of Contents The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock.
An investment of $100 is assumed to have been made in our Class A common stock and in each index on September 24, 2021, the date our Class A common stock began trading on the NYSE, and its relative performance is tracked through December 31, 2024.
An investment of $100 is assumed to have been made in our Class A common stock and in each index on September 24, 2021, the date our Class A common stock began trading on the NYSE, and its relative performance is tracked through December 31, 2025.
Holders of our Class B common stock and Class C common stock do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution, or winding up of Clearwater Analytics Holdings, Inc., with respect to their Class B common stock and Class C common stock.
Holders of our Class B common stock do not have any right to receive dividends, or to receive a distribution upon a liquidation, dissolution, or winding up of Clearwater Analytics Holdings, Inc., with respect to their Class B common stock.
The declaration, amount, and payment of any future dividends on shares of Class A common stock or Class D common stock is at the sole discretion of our board of directors.
The declaration, amount, and payment of any future dividends on shares of Class A common stock is at the sole discretion of our board of directors.
Holders of Record As of February 21, 2025, there were 17 holders of record of our Class A common stock. The actual number of stockholders of Class A common stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
Holders of Record As of February 13, 2026, there were 214 holders of record of our Class A common stock. The actual number of stockholders of Class A common stock is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.
This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. As of February 21, 2025, we also had 32 holders of record of our Class C stock and 3 holders of record of our Class D common stock.
This number of holders of record also does not include stockholders whose shares may be held in trust by other entities. As of February 13, 2026, we also had 15 holders of record of our Class B common stock. Dividend Policy We have no current plans to pay dividends on our Class A common stock.
Removed
Dividend Policy We have no current plans to pay dividends on our Class A common stock or Class D common stock.
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth information with respect to shares of Class A common stock purchased by the Company during the three months ended December 31, 2025: Period Total Number of Shares Purchased Weighted Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plan or Program (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program (in millions) October 1 to October 31, 2025 410,035 $ 18.22 410,035 $ 83.7 November 1 to November 30, 2025 100,000 $ 17.20 100,000 $ 81.9 December 1 to December 31, 2025 — $ — — $ 81.9 Total 510,035 510,035 (1) In August 2025, the Board of Directors authorized a program to repurchase up to $100.0 million of the Company’s Class A common stock (the “Share Repurchase Program”).
Removed
All values assume reinvestment of dividends. 39 Table of Content s The comparisons are based on historical data and are not indicative of, nor intended to forecast, the future performance of our Class A common stock. Unregistered Sales of Equity Securities None. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.
Added
The Share Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific number of shares. The timing, quantity and price of any share repurchase may vary.
Removed
Item 6. [Reserved] 40 Table of Content s
Added
Shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. All shares purchased during the three months ended December 31, 2025 were purchased under a Rule 10b5-1 plan.
Added
(2) Weighted average price paid per share includes costs associated with the repurchases. 41 Table of Contents Item 6. [Reserved] 42 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear Ended December 31, 2024 2023 2022 (in thousands, except percentages) Net income (loss) $ 427,585 95 % $ (23,083) (6 %) $ (6,695) (2 %) Adjustments: Interest income, net (8,621) (2 %) (6,401) (2 %) (1,137) 0 % Depreciation and amortization 12,181 3 % 9,929 3 % 5,139 2 % Equity-based compensation expense and related payroll taxes 110,961 25 % 108,078 29 % 66,525 22 % Tax receivable agreement expense 53,181 12 % 14,396 4 % 11,639 4 % Transaction expenses 8,308 2 % 2,052 1 % 1,711 1 % Amortization of prepaid management fees and reimbursable expenses 1,990 0 % 2,592 1 % 2,486 1 % Provision for (benefit from) income taxes (457,648) (101 %) 217 0 % 1,360 0 % Other income, net (2,263) (1 %) (1,874) (1 %) (50) 0 % Up-C structure expenses — — % — — % 158 0 % Adjusted EBITDA 145,674 32 % 105,906 29 % 81,136 27 % Revenue $ 451,803 100 % $ 368,168 100 % $ 303,426 100 % 47 Table of Content s Results of Operations The following tables set forth our results of operations for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 2023 2022 (in thousands) Revenue $ 451,803 $ 368,168 $ 303,426 Cost of revenue (1) 122,987 107,127 87,784 Gross profit 328,816 261,041 215,642 Operating expenses: Research and development (1) 150,558 123,925 94,120 Sales and marketing (1) 67,254 60,365 52,638 General and administrative (1) 98,770 93,496 63,767 Total operating expenses 316,582 277,786 210,525 Income (loss) from operations 12,234 (16,745) 5,117 Interest income, net (8,621) (6,401) (1,137) Tax receivable agreement expense 53,181 14,396 11,639 Other income, net (2,263) (1,874) (50) Loss before income taxes (30,063) (22,866) (5,335) Provision for (benefit from) income taxes (457,648) 217 1,360 Net income (loss) 427,585 (23,083) (6,695) Less: Net income (loss) attributable to non-controlling interests 3,207 (1,456) 1,272 Net income (loss) attributable to Clearwater Analytics Holdings, Inc. $ 424,378 $ (21,627) $ (7,967) (1) Amounts include equity-based compensation as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Cost of revenue $ 13,634 $ 12,215 $ 9,043 Operating expenses: Research and development 36,093 24,739 17,950 Sales and marketing 15,304 15,843 12,711 General and administrative 38,170 51,650 25,987 Total equity-based compensation expense $ 103,201 $ 104,447 $ 65,691 48 Table of Content s 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, 2024 2023 2022 Revenue 100 % 100 % 100 % Cost of revenue 27 % 29 % 29 % Gross profit 73 % 71 % 71 % Operating expenses: Research and development 33 % 34 % 31 % Sales and marketing 15 % 16 % 17 % General and administrative 22 % 25 % 21 % Total operating expenses 70 % 75 % 69 % Income (loss) from operations 3 % (5 %) 2 % Interest (income) expense, net (2 %) (2 %) 0 % Tax receivable agreement expense 12 % 4 % 4 % Other (income) expense, net (1 %) (1 %) 0 % Loss before income taxes (7 %) (6 %) (2 %) Provision for (benefit from) income taxes (101 %) 0 % 0 % Net income (loss) 95 % (6) % (2) % Comparison of the Years Ended December 31, 2024, 2023 and 2022 Revenue Year Ended December 31, 2024 2023 2022 (In thousands, except percentages) Revenue $ 451,803 $ 368,168 $ 303,426 Change over prior year 83,635 64,742 51,404 Percent change over prior year 23 % 21 % 20 % Revenue increased $83.6 million, or 23%, in 2024 compared to 2023.
Biggest changeYear 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.
Accordingly, we have 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.
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.
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 adopted our Base+ model in 2022, 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.
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.
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) 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.
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.
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 accounting data and analytics in the industry.
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.
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 4,100 daily data feeds and more than four million securities that have been modeled across multiple currencies, asset classes and countries.
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.
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 of $4.2 million, as well as changes to our existing clients’ assets on our platform and an increase in revenue not related to assets on our platform.
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.
Our cost to acquire clients in international markets is currently greater than in North America because there is less awareness of the Clearwater brand and our product capabilities, and we have to date invested less in sales and marketing internationally.
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.
We have 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.
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.
Salary and benefits for certain personnel associated with supporting these functions, in addition to allocated overhead, amortization of JUMP-related developed technology intangible asset, and depreciation for facilities, are also included in cost of revenue.
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.
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. Income Taxes We use the asset and liability method of accounting for income taxes.
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.
Cash Flows from Investing Activities 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, 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 $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.
We define Adjusted EBITDA as net loss plus (i) interest income, net, (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, (viii) other income, net, and (ix) Up-C structure expenses.
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.
Our future 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.
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.
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. 44 Table of Content s 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.
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.
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 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 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.
While 77% of the assets on our platform were high-grade fixed income securities and structured products as of December 31, 2024 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.
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.
The interest expense varies depending on the timing and amount of borrowings and repayments during the period as well as fluctuations in interest rates.
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.
We recognize revenue when performance obligations are satisfied under the terms of the contract in an amount that reflects the consideration we expect to receive in exchange for the services or licenses.
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 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 • Tax receivable agreement expense 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 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.
The remaining TRA Settlement Payments are expected to be 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.
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.
We define Adjusted EBITDA Margin as Adjusted EBITDA (as defined above) divided by revenue. 46 Table of Content s The following table reconciles net loss to Adjusted EBITDA and includes amounts expressed as a percentage of revenue for the periods indicated.
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.
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 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.
Overview Clearwater brings transparency to the opaque world of investment accounting and analytics with what we believe is the industry’s most trusted and innovative single instance, multi-tenant technology platform. Our cloud-native software allows clients to radically simplify their investment accounting operations, enabling them to focus on higher-value business functions such as asset allocation strategy and investment selection.
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.
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 2024 we added over 100 net new clients.
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.
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 110% and 116% in 2024.
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.
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.
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 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. 45 Table of Content s The following table summarizes our retention rates as of the dates presented: First Quarter Second Quarter Third Quarter Fourth Quarter 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 % 2022 Gross retention rate 98 % 98 % 98 % 98 % Net retention rate 107 % 104 % 103 % 106 % Gross revenue retention rates have remained consistently at least 98% in 23 of the past 24 quarters.
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 our existing cash and cash equivalents will be sufficient to meet our operating working capital and capital expenditure requirements over the next 12 months.
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.
We have enjoyed consistent gross revenue retention rates of at least 98% in 23 of the past 24 quarters. The consistency in revenue retention creates predictability in our 42 Table of Content s business and enables us to better plan our future investments.
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.
This cleansed and validated data runs through our proprietary accounting, performance, compliance and risk 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 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.
In 2022, we transitioned our contracting structure to a framework we describe as Base+ for all new clients. A Base+ contract framework 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. This structure is designed to limit the downside volatility in our asset-based fees.
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.
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.
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.
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. Revenue increased $64.7 million, or 21%, in 2023 compared to 2022.
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.
We believe the extremely consistent and high gross revenue retention rate is a testament to the value proposition that our leading solution offers.
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.
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.
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.
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 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.
Net cash used in investing activities of $76.5 million during 2022 was primarily due to $65.8 million related to the acquisition of JUMP, net of cash acquired, $3.0 million attributable to the purchase of short-term investments, and $7.8 million attributable to the purchase of property, plant and equipment, including internally developed software. 55 Table of Content s Cash Flows from Financing Activities 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 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.
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.
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.
For more information, see Note 19 “Subsequent Events” to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Additional funds may not be available on terms favorable to us or at all, including as a result of disruptions in the credit markets.
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 increase in sales and marketing expense in 2023 was primarily due to increased equity-based compensation due to grants of additional awards to employees, and increased payroll and related costs as a result of the hiring of additional employees to expand sales coverage.
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, cost of revenue increased due to increased depreciation and amortization related to the amortization of capitalized IT projects and JUMP-related intangible assets, increased equity-based compensation due to additional headcount, increased allocation of technology costs from hosting services as we completed the migration of IT applications to a cloud environment, increased allocation of facilities cost due to additional office space, increased travel and entertainment expense as employees travelled more between our office locations to support client onboarding, increased data costs to support a larger client base and higher utilization of third-party contractors in connection with operational activities. 50 Table of Content s Operating Expenses Research and Development Year Ended December 31, 2024 $ Change % Change 2023 $ Change % Change 2022 (In thousands, except percentages) Equity-based compensation $ 36,093 $ 11,354 46 % $ 24,739 $ 6,789 38 % $ 17,950 All other research and development 114,465 15,279 15 % 99,186 23,016 30 % 76,170 Total research and development $ 150,558 $ 26,633 21 % $ 123,925 $ 29,805 32 % $ 94,120 Percent of revenue 33 % 34 % 31 % Research and development expense changed as follows: Change from December 31, 2023 to December 31, 2024 Change from December 31, 2022 to December 31, 2023 (in thousands) Increased equity-based compensation $ 11,354 $ 6,789 Increased payroll and related costs 11,276 13,655 Increased technology costs 4,207 8,847 Increased facilities and infrastructure expenses 349 1,283 Decreased outside services and contractors (369) (893) Other items (184) 124 Total change $ 26,633 $ 29,805 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, 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.
Our platform provides comprehensive accounting, data and advanced analytics as well as highly-configurable reporting for global investment assets 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 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.
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.
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.
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. Customers generally have the right to cancel with 30 days’ notice with no penalty.
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.
Licenses As a result of the acquisition of JUMP on November 30, 2022, we earn license revenue through the sale of 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.
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.
Additionally, license revenues related to JUMP were $6.6 million in 2023. 49 Table of Content s Cost of Revenue Year Ended December 31, 2024 $ Change % Change 2023 $ Change % Change 2022 (In thousands, except percentages) Equity-based compensation $ 13,634 $ 1,419 12 % $ 12,215 $ 3,172 35 % $ 9,043 All other cost of revenue 109,353 14,441 15 % 94,912 16,171 21 % 78,741 Total cost of revenue $ 122,987 $ 15,860 15 % $ 107,127 $ 19,343 22 % $ 87,784 Percent of revenue 27 % 29 % 29 % Cost of revenue changed as follows: Change from December 31, 2023 to December 31, 2024 Change from December 31, 2022 to December 31, 2023 (in thousands) Increased payroll and related costs $ 8,005 $ 7,954 Increased data costs 2,964 341 Increased depreciation and amortization 2,139 4,709 Increased equity-based compensation 1,419 3,172 Increased facilities and infrastructure expenses 1,409 1,068 Increased travel and entertainment 239 567 Increased outside services and contractors 223 310 (Decreased) increased technology costs (492) 1,113 Other items (46) 109 Total change $ 15,860 $ 19,343 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.
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.
Provision for (benefit from) Income Taxes Year Ended December 31, 2024 2023 2022 (In thousands, except percentages) Provision for (benefit from) income taxes $ (457,648) $ 217 $ 1,360 Percent of revenue (101) % 0 % 0 % Change over prior year $ (457,865) $ (1,143) $ 873 Percent change over prior year (210,998) % (84) % 179 % The benefit from income taxes in 2024 primarily relates to the valuation allowance release on our U.S. federal and state deferred tax assets.
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.
See “Risk Factors” elsewhere in this Annual Report on Form 10-K. 54 Table of Content s The following table shows our cash flows from operating activities, investing activities and financing activities for the stated periods: Year Ended December 31, 2024 2023 2022 (in thousands) Net cash provided by operating activities $ 74,321 $ 84,602 $ 58,005 Net cash used in investing activities (55,648) (95,055) (76,551) Net cash (used in) provided by financing activities (61,668) (19,291) 16,229 Effect of exchange rate changes on cash and cash equivalents (1,420) 785 (1,556) Change in cash and cash equivalents during the period $ (44,415) $ (28,959) $ (3,873) Cash Flows from Operating Activities 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.
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.
For more information, see Note 19 “Subsequent Events” to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
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.
Net cash provided by operating activities of $58.0 million during 2022 was primarily the result of our net loss plus non-cash charges, including equity-based compensation, tax receivable agreement expense, operating lease expense and depreciation and amortization.
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.
This allows our clients to make better, more timely decisions about their investment portfolios. Clearwater 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.
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.
The Base+ model includes annual increases in the base fee and enables us to charge additional fees for 41 Table of Content s supplemental services provided for certain alternative asset classes (e.g., LPx, MLx) or additional products (e.g. Prism, OMS/PMS) should the client choose to utilize those services.
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.
Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied in the years in which temporary differences are 57 Table of Content s 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.
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.
The strength of our platform is demonstrated by our approximately 80% win rate for new clients over the prior four years in deals that reached the proposal stage, as well as NPS of 60+ and at least 98% gross retention in 23 of the last 24 quarters. We allow our clients to replace legacy systems with modern cloud-native software.
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.
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.
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.
Net cash provided by financing activities during 2022 was $16.2 million, of which $18.3 million was proceeds from the exercise of options and $4.2 million was proceeds from our employee stock purchase plan, which was offset by $3.2 million from minimum tax withholding paid on behalf of employees for net share settlement, and $2.8 million used in the repayment of borrowings.
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.
General and Administrative Year Ended December 31, 2024 $ Change % Change 2023 $ Change % Change 2022 (In thousands, except percentages) Equity-based compensation $ 38,170 $ (13,480) (26) % $ 51,650 $ 25,663 99 % $ 25,987 All other general and administrative 60,600 18,754 45 % 41,846 4,066 11 % 37,780 Total general and administrative $ 98,770 $ 5,274 6 % $ 93,496 $ 29,729 47 % $ 63,767 Percent of revenue 22 % 25 % 21 % 52 Table of Content s General and administrative expense changed as follows: Change from December 31, 2023 to December 31, 2024 Change from December 31, 2022 to December 31, 2023 (in thousands) Increased outside services and contractors $ 9,701 $ 464 Increased payroll and related costs 5,126 2,408 Increased (decreased) facilities and infrastructure expenses 1,258 (48) Increased recruiting expense 1,018 789 Increased travel and entertainment 569 56 Increased technology costs 484 837 Increased depreciation and amortization 373 27 (Decreased) increased equity-based compensation (13,480) 25,663 Decreased insurance expense (260) (961) Other items 485 494 Total change $ 5,274 $ 29,729 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 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 2023 was primarily due to increased equity-based compensation expense due to JUMP acquisition-related equity awards and grant of additional awards to employees, increased payroll and related costs as a result of headcount growth.
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.
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) 2024 Annualized recurring revenue $ 402,326 $ 427,189 $ 456,941 $ 474,924 2023 Annualized recurring revenue $ 337,366 $ 349,536 $ 362,442 $ 379,096 2022 Annualized recurring revenue $ 287,137 $ 290,354 $ 303,560 $ 323,461 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.
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.
In addition, research and development expense increased due to increased technology costs from higher utilization of third-party cloud computing and other third-party services as well as increased equity-based compensation due to additional headcount, increased allocation of facilities cost due to additional office space, and increased travel and entertainment costs as employees travelled more between our office locations to support new offering initiatives. 51 Table of Content s Sales and Marketing Year Ended December 31, 2024 $ Change % Change 2023 $ Change % Change 2022 (In thousands, except percentages) Equity-based compensation $ 15,304 $ (539) (3) % $ 15,843 $ 3,132 25 % $ 12,711 All other sales and marketing 51,950 7,428 17 % 44,522 4,595 12 % 39,927 Total sales and marketing $ 67,254 $ 6,889 11 % $ 60,365 $ 7,727 15 % $ 52,638 Percent of revenue 15 % 16 % 17 % Sales and marketing expense changed as follows: Change from December 31, 2023 to December 31, 2024 Change from December 31, 2022 to December 31, 2023 (in thousands) Increased payroll and related costs $ 5,219 $ 2,330 Increased outside services and contractors 906 679 Increased (decreased) marketing 793 (56) Increased travel and entertainment 465 941 Increased depreciation and amortization 49 303 (Decreased) increased equity-based compensation (539) 3,132 Other items (4) 398 Total change $ 6,889 $ 7,727 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.
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.
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, net of any valuation allowance. Our effective tax rate may increase in the future as our ownership in CWAN Holdings increases via exchanges from historical partners.
Our effective tax rate may increase in the future as our ownership in CWAN Holdings increases via exchanges from historical partners.
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.
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.
SaaS 56 Table of Content s We typically 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 generally include a requirement of payment within 30 days following the month in which services were provided.
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.
For those clients contracted prior to 2022 and whose contract has not been amended, our revenues can more significantly fluctuate with the changes in those clients’ assets. A majority of the assets on our platform are high-grade fixed income assets, which have traditionally had lower levels of volatility, enabling our highly predictable revenue streams.
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.
The increase was on account of growth in our client base as we brought new clients onto our platform, as well as changes to our existing clients’ assets on our platform.
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.
Interest Income, Net Interest income, net reflects interest received on our cash and cash equivalents based on interest rates in the course of the applicable period, and interest received from our other investments. Interest expense reflects expense on our outstanding term loans under the Credit Agreement during the course of the applicable period.
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.
In addition, general and administrative expense increased due to higher utilization of IT services, increased recruiting costs to support key hires, increased transaction expense related to the Secondary Offerings, higher utilization of professional services supporting accounting, legal and human resources, and higher travel and entertainment expense as employees travelled between our office locations more.
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.
We provide investment accounting and reporting, performance measurement, compliance monitoring and risk analytics solutions for asset managers, insurance companies and large corporations. Every day, Clearwater’s powerful platform aggregates and normalizes data on over $8.8 trillion of global invested assets for over 1400 clients as of December 31, 2024.
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.
The increase in research and development expense in 2023 was primarily due to increased payroll and related costs as a result of headcount growth of additional employees to focus on new offerings, headcount growth related to the JUMP acquisition and lower capitalization of payroll costs related to IT projects, offset by a tax credit related to JUMP based on research and development expenses incurred in France.
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.
The decrease in provision for income taxes in 2023 primarily relates to change in the mix of foreign jurisdiction income in the period and decreased pre-tax income in foreign jurisdictions. Liquidity and Capital Resources To date, we have primarily financed our operations through cash flows from operations and financing activities.
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.
Removed
Our software continually sources, ingests, models, reconciles and validates the terms, conditions and features of every investment security held by all of our clients.
Added
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.
Removed
This continuous process helps to create a single repository of comprehensive, accurate investment data (often referred to within the industry as a “Golden Copy” of data) that benefits all our clients to the extent they otherwise have rights to the data.
Added
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.
Removed
We have a recurring revenue model, excluding revenue from professional services and license-related revenue from the JUMP Technology acquisition. We charge our clients a fee that is based on the amount and complexity of the assets they manage on our platform as well as the breadth of the solution utilized by the customer.
Added
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.
Removed
We also began to amend contracts with our existing clients to either modify the structure of such contracts from a pure asset-based fee to this Base+ model or to increase the basis point price. Prior to 2022, we charged a basis point fee based on the client’s assets on the platform subject to contracted minimums.
Added
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.
Removed
Recent Developments Secondary Offerings As required by the Registration Rights Agreement dated September 28, 2021, the Company participated in multiple underwritten offerings of shares held by our Principal Equity Owners during the year ended December 31, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed3 unchanged
Biggest changeWe estimate that a hypothetical increase or decrease in SOFR of 100 basis points would increase or decrease, respectively, our interest expense or income by approximately $0.2 million on an annual basis, based on our $46.1 million debt balance under the Credit Agreement at December 31, 2024.
Biggest changeWe estimate that a hypothetical increase or decrease in SOFR of 100 basis points would increase or decrease, respectively, our interest expense by $8.4 million on an annual basis under the 2025 Credit Agreement at December 31, 2025. Inflation Our business, financial condition and results of operations may be impacted by macroeconomic conditions, including rising inflation.
However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases and our inability or failure to do so could potentially harm our business, financial condition, and results of operations. 59 Table of Content s
However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases and our inability or failure to do so could potentially harm our business, financial condition, and results of operations. 61 Table of Contents
Inflation Our business, financial condition and results of operations may be impacted by macroeconomic conditions, including rising inflation. Although our operations in India have been impacted by rising inflation in the region, we currently do not believe that inflation has had a material direct effect on our overall business, financial condition or results of operations.
Although our operations in India have been impacted by rising inflation in the region, we currently do not believe that inflation has had a material direct effect on our overall business, financial condition or results of operations.
Movements in funds invested between different securities or fluctuations in securities prices or investment performance could cause the value of AUM to decline, which would result in lower fees we receive from our clients. 58 Table of Content s Interest Rate Risk We have interest rate risk relating to debt and associated interest expense under the Credit Agreement, which has been amended to be indexed to the Secured Overnight Financing Rate (“SOFR”).
Movements in funds invested between different securities or fluctuations in securities prices or investment performance could cause the value of AUM to decline, which would result in lower fees we receive from our clients. 60 Table of Contents Interest Rate Risk We have interest rate risk relating to debt and associated interest expense under the 2025 Credit Agreement, which is indexed to the Secured Overnight Financing Rate (“SOFR”).
A total of $8.8 trillion and $7.3 trillion of assets was loaded on our platform as of December 31, 2024 and 2023, respectively.
A total of over $10 trillion and $8.8 trillion of assets was loaded on our platform as of December 31, 2025 and 2024, respectively.

Other CWAN 10-K year-over-year comparisons