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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________
FORM 8-K
_____________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2025
_____________________________________________________
Clearwater Analytics Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
_____________________________________________________
Delaware 001-40838 87-1043711
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)
777 W. Main Street
Suite 900
Boise, Idaho
83702
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 208 433-1200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.001 per share CWAN New York Stock Exchange LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On April 30, 2025, Clearwater Analytics Holdings, Inc. (“Clearwater” or the “Company”) issued a press release announcing its results for the first quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.



Item 2.02 Results of Operations and Financial Condition.
The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly provided by specific reference in such a filing.
Clearwater is making reference to non-GAAP financial information in both the press release and its earnings call. Reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is contained in the attached press release.
Item 9.01 Financial Statements and Exhibits.
(d):The following exhibits are being filed herewith:
Exhibit Number Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Clearwater Analytics Holdings, Inc.
Date:
April 30, 2025
By: /s/ Jim Cox
Jim Cox, Chief Financial Officer

EX-99.1 2 cwan-20250331xexx991.htm EX-99.1 Document


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Clearwater Analytics Announces First Quarter 2025 Financial Results

Record Quarterly Revenue of $126.9 Million, Up 24% Year-Over-Year
Annualized Recurring Revenue of $493.9 Million, Up 23% Year-Over-Year
Gross Revenue Retention Rate of 98%; Net Revenue Retention Rate of 114%
Net Income of $6.9 Million
Adjusted EBITDA of $45.1 Million, Up 40% Year-Over-Year

BOISE, Idaho — April 30, 2025 — Clearwater Analytics Holdings, Inc. (NYSE: CWAN) (“Clearwater Analytics” or the “Company”), the most comprehensive technology platform for investment management, today announced its financial results for the quarter ended March 31, 2025.

“In Clearwater's final quarter prior to its acquisitions of Enfusion, Beacon and Bistro, I'm incredibly proud to report both exceptional results and milestone achievements. Since our first Investor Day in 2023, our execution has consistently exceeded expectations across key metrics, such as gross margins reaching 78.9%, approaching our 80% target ahead of schedule, and R&D spend decreasing from 25-26% to 21.6% of revenue. While we initially projected margin improvements of 50 and 200 basis points in gross margin and EBITDA, respectively, we’ve delivered growth at a significantly faster pace. Our value proposition has proven even more compelling in volatile market environments because institutional investors need to see a comprehensive view of their global assets with greater frequency and sophistication,” said Sandeep Sahai, CEO at Clearwater Analytics. “While our metrics will reset following the completion of our acquisitions, our long-term goals remain unchanged and our journey of improvement will continue unabated. Our strong ARR growth, expanding margins, and improved efficiencies demonstrate our progress as we continue to reshape the future of investment operations with the industry’s most comprehensive investment management platform.”

“We’re very pleased with Clearwater’s first quarter results. In addition to our strong revenue and stellar EBITDA, our free cash flow generation in the quarter increased 168% year-over-year. I’m also pleased to report that Enfusion’s Q1 2025 preliminary revenue was $54.5 million, or 13% year-over-year growth, consistent with what we had expected,” said Jim Cox, CFO at Clearwater Analytics.

First Quarter 2025 Financial Results Summary

•Revenue: Total revenue for the first quarter of 2025 was $126.9 million, an increase of 23.5%, from $102.7 million in the first quarter of 2024.

•Gross Profit: Gross profit for the first quarter of 2025 increased to $92.9 million, which equates to a 73.3% GAAP gross margin, compared with gross profit of $74.5 million and GAAP gross margin of 72.6% in the first quarter of 2024. Non-GAAP gross profit for the first quarter of 2025 was $100.1 million, which equates to a 78.9% non-GAAP gross margin and an increase of 80 basis points over the first quarter of 2024.

•Net Income: Net income for the first quarter of 2025 was $6.9 million, compared with net income of $2.2 million in the first quarter of 2024. Non-GAAP net income for the first quarter of 2025 increased to $34.9 million, an increase of 33.1% from $26.2 million in the first quarter of 2024.

•Adjusted EBITDA: Adjusted EBITDA for the first quarter of 2025 was $45.1 million, an increase of 40.0%, from $32.2 million in the first quarter of 2024. Adjusted EBITDA margin for the first quarter of 2025 was 35.5%, an increase of 420 basis points over the first quarter of 2024.

•Cash Flows: Operating cash flows for the first quarter of 2025 were $24.5 million. Free cash flows for the first quarter of 2025 were $23.0 million, an increase of 167.8% over the first quarter of 2024.



•Earnings Per Share and Non-GAAP Net Income Per Share attributable to Clearwater Analytics Holdings, Inc.: Earnings per basic share was $0.03, and earnings per diluted share was $0.03 in the first quarter of 2025. Non-GAAP net income per basic share was $0.15, and non-GAAP net income per diluted share was $0.13 in the first quarter of 2025.

•Cash, cash equivalents, and investments were $282.9 million as of March 31, 2025. Total debt, net of debt issuance cost, was $45.2 million as of March 31, 2025.


First Quarter 2025 Key Metrics Summary

•Annualized Recurring Revenue: As of March 31, 2025, annualized recurring revenue (“ARR”) reached $493.9 million, an increase of 22.7% from $402.3 million as of March 31, 2024.

ARR is calculated at the end of a period by dividing the recurring revenue in the last month of such period by the number of days in the month and multiplying by 365.

•Gross Revenue Retention Rate: As of March 31, 2025, the gross revenue retention rate was 98%, compared to 99% as of March 31, 2024.

Gross revenue retention rate represents annual contract value (“ACV”) at the beginning of the 12-month period ended on the reporting date less client attrition over the prior 12-month period, divided by ACV at the beginning of the 12-month period, expressed as a percentage. ACV is comprised of annualized recurring revenue plus contracted-not-billed revenue, which represents the estimated annual contracted revenue for new and existing client opportunities prior to revenue recognition.

•Net Revenue Retention Rate: As of March 31, 2025, the net revenue retention rate was 114%, compared to 116% as of December 31, 2024 and 110% as of March 31, 2024.

Net revenue retention rate is the percentage of recurring revenue from clients on the platform for 12 months and includes changes from the addition, removal, or value of assets on our platform, contractual changes that have an impact to annualized recurring revenues and lost revenue from client attrition.
Recent Business Highlights

•Clearwater completed its acquisitions of Beacon today and Enfusion on April 21, 2025, and an asset purchase of Blackstone’s proprietary portfolio visualization software platform, Bistro, on March 31, 2025. These acquisitions aim to accelerate Clearwater’s vision of creating a unified, real-time portfolio view across all asset types—from public equities and private credit to structured products and alternatives—in a single, cloud-native platform, ultimately building the first comprehensive cloud-native front-to-back solution for the entire investment management industry.

•The Company expanded its footprint within existing clients and added marquee clients such as: AllianceBernstein LP US, Allied Trust Insurance Company, Central Bank of Peru, Community Funds, Inc., Community Health Plan of WA, Crosslight Global Investment Partners, El Paso Community Foundation, Elan Insurance USVI, Inc., Grange Insurance Association, Kayne Anderson Rudnick Investment Management, Le Sphinx Assurances Luxembourg S.A., Marquette Indemnity & Life Insurance Company, McCormick & Company, Incorporated, Mirum Pharmaceuticals, Inc., Rho Capital Partners, Inc., Security Mutual, Southern Vanguard Insurance Co., SSA Marine, Suecia Insurance Company, Universal Insurance Holdings of North America, Inc., and Vault Insurance.

•The Company announced that it won the Technology Provider of the Year Excellence Award for the third consecutive year. The InsuranceAsia News Excellence Awards, which celebrates the best firms in the Asia Pacific (re)insurance market, honored Clearwater for playing a crucial role in helping insurers achieve efficiency and analytical superiority and leveraging new technologies to future-proof their business and the industry.







Guidance for Clearwater Analytics (excluding Enfusion and Beacon acquisitions):
Second Quarter 2025
Revenue $129 million
Year-over-Year Growth % ~21%
Adjusted EBITDA $45 million
Adjusted EBITDA Margin % ~35%
*Combined guidance for pro-rated revenue of Enfusion and Beacon in the second quarter for a total impact of acquired revenue for the second quarter of 2025 of $45 million. The combined contribution of the acquired businesses pro-rated Adjusted EBITDA for the second quarter of 2025 is $8 million. This guidance assumes pro-rated amount of revenue and Adjusted EBITDA from the closing date of each acquisition to the end of the second quarter of 2025.


Consolidated Guidance for Clearwater Analytics (including Enfusion and Beacon acquisitions from the closing date of each acquisition):
Full Year 2025
Revenue $720 million to $728 million
Year-over-Year Growth % ~59% to 61%
Adjusted EBITDA $230 million to $235 million
Adjusted EBITDA Margin % ~32%
Total equity-based compensation expense and related payroll taxes (including one-time charges) ~$139 million
Depreciation and Amortization ~$100 million to $120 million
Non-GAAP effective tax rate 25%
Diluted non-GAAP share count ~$303 million

Certain components of the guidance given above are provided on a non-GAAP basis only without providing a reconciliation to guidance provided on a GAAP basis. Information is presented in this manner because the preparation of such a reconciliation could not be accomplished without “unreasonable efforts.” The Company does not have access to certain information that would be necessary to provide such a reconciliation, including non-recurring items that are not indicative of the Company’s ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company’s ongoing operations.
Conference Call Details
Clearwater Analytics will hold a conference call and webcast on April 30, 2025, at 5:00 p.m. Eastern time to discuss first quarter 2025 financial results, provide a general business update, and respond to analyst questions.
A live webcast of the call will also be available on the Company’s investor relations website. Please visit investors.clearwateranalytics.com at least fifteen minutes prior to the start of the event to register, download and install any necessary audio software.
If you are unable to participate live, a replay of the webcast will be available following the conference call on the Company’s investor relations website, along with the earnings press release, and related financial tables.
About Clearwater Analytics 
Clearwater Analytics (NYSE: CWAN) is transforming investment management with the industry’s most comprehensive cloud-native platform for institutional investors across global public and private markets. While legacy systems create risk, inefficiency, and data fragmentation, Clearwater’s single-instance, multi-tenant architecture delivers real-time data and AI-driven insights throughout the investment lifecycle. The platform eliminates information silos by integrating portfolio management, trading, investment accounting, reconciliation, regulatory reporting, performance, compliance, and risk analytics in one unified system. Serving leading insurers, asset managers, hedge funds, banks, corporations, and governments, Clearwater supports over $8.8 trillion in assets globally. Learn more at clearwateranalytics.com.

###




Investor Contact:
Joon Park | +1 415-906-9242 | investors@clearwateranalytics.com
Media Contact:
Claudia Cahill | +1 703-728-1221 | press@clearwateranalytics.com
Use of non-GAAP Information
This press release contains certain non-GAAP measures, including non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP effective tax rate, diluted non-GAAP share count and free cash flow.
The non-GAAP measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similar measures presented by other companies. However, the Company believes that this non-GAAP information is useful as an additional means for investors to evaluate its operating performance, when reviewed in conjunction with its GAAP financial statements. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP, and because these amounts are not determined in accordance with GAAP, they should not be used exclusively in evaluating the Company's business and operations. In addition, undue reliance should not be placed upon non-GAAP or operating information because this information is neither standardized across companies nor subjected to the same control activities and audit procedures that produce the Company's GAAP financial results.
The Company's non-GAAP statement of operations measures, including non-GAAP gross profit, non-GAAP gross margin, adjusted EBITDA, adjusted EBITDA margin, non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP effective tax rate, diluted non-GAAP share count and free cash flow, are adjusted to exclude the impact of certain costs, expenses, gains and losses and other specified items that management believes are not indicative of its ongoing operations. These adjusted measures exclude the impact of share-based compensation and eliminate potential differences in results of operations between periods caused by factors such as financing and capital structures, taxation positions or regimes, restructuring, transaction expenses, impairment and other charges. Please refer to the reconciliations of these measures below to what the Company believes are the most directly comparable measures evaluated in accordance with GAAP.
Use of Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning the timing of the consummation of acquisition of Enfusion and the ability to satisfy closing conditions, the Company's possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry, economic and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “aim,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms, but are not the exclusive means of identifying such statements.
Forward-looking statements involve known and unknown risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties may cause actual results to differ materially from Clearwater Analytics’ current expectations and include, but are not limited to, the Company’s ability to successfully integrate the operations and technology of its recently completed acquisitions of Enfusion, Beacon and Bistro (the “Recent Acquisitions”) with those of the Company and to obtain third party data rights, retain and incentivize the employees of the Recent Acquisitions following the close of the Recent Acquisitions, retain the Recent Acquisitions’ clients, repay debt to be incurred in connection with the Recent Acquisitions and meet financial covenants to be imposed in connection with such debt, risks that cost savings, synergies and growth from the Recent Acquisitions may not be fully realized or may take longer to realize than expected, the Company's ability to keep pace with rapid technological change and market developments, including artificial intelligence, competitors in its industry, the possibility that market volatility, a downturn in economic conditions or other factors may cause negative trends or fluctuations in the value of the assets on the Company’s platform, the Company's ability to manage growth, the Company’s ability to attract and retain skilled employees, the possibility that the Company’s solutions fail to perform properly, disruptions and failures in the Company's and third parties’ computer equipment, cloud-based services, electronic delivery systems, networks and telecommunications systems and infrastructure, the failure to protect the Company, its customers’ and/or its vendors’ confidential information and/or intellectual property, claims of infringement of others’ intellectual property, factors related to the Company's ownership structure as well as other risks and uncertainties detailed in Clearwater Analytics’ periodic public filings with the U.S. Securities and Exchange Commission (the “SEC”), including but not limited to those discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 26, 2025 (as amended by Amendment No. 1 thereto, filed with the SEC on March 7, 2025), and in other periodic reports filed by the Company with the SEC. These filings are available at www.sec.gov and on the Company’s website.



Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release and should not be relied upon as representing the Company’s expectations or beliefs as of any date subsequent to the time they are made. The Company does not undertake to and specifically declines any obligation to update any forward-looking statements that may be made from time to time by or on behalf of the Company.
###



Clearwater Analytics Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except share amounts and per share amounts, unaudited)
March 31 December 31
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 275,159  $ 177,350 
Short-term investments 7,695  78,139 
Accounts receivable, net 111,447  106,151 
Prepaid expenses and other current assets 27,762  23,006 
Total current assets 422,063  384,646 
Property and equipment, net 14,747  14,797 
Operating lease right-of-use assets, net 23,124  24,797 
Deferred contract costs, non-current 5,985  7,013 
Debt issuance costs - line of credit 291  339 
Deferred tax assets, net 600,626  602,500 
Other non-current assets 2,990  3,340 
Intangible assets, net 142,869  30,868 
Goodwill 72,627  70,971 
Long-term investments —  30,301 
Total assets $ 1,285,322  $ 1,169,572 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 2,042  $ 2,934 
Accrued expenses and other current liabilities 60,514  55,654 
Deferred revenue 9,061  7,329 
Notes payable, current portion 2,750  2,750 
Operating lease liability, current portion 8,584  8,350 
Tax receivable agreement liability —  35 
Total current liabilities 82,951  77,052 
Notes payable, less current maturities and unamortized debt issuance costs 42,497  43,164 
Operating lease liability, less current portion 15,719  17,655 
Other long-term liabilities 1,548  1,470 
Total liabilities 142,715  139,341 
Stockholders' Equity
Class A common stock, par value $0.001 per share; 1,500,000,000 shares authorized, 226,434,329 shares issued and outstanding as of March 31, 2025, 212,857,580 shares issued and outstanding as of December 31, 2024 226  213 
Class B common stock, par value $0.001 per share; 500,000,000 shares authorized, no share issued and outstanding as of March 31, 2025, and December 31, 2024 —  — 
Class C common stock, par value $0.001 per share; 500,000,000 shares authorized, 12,542,110 shares issued and outstanding as of March 31, 2025, and December 31, 2024 13  13 
Class D common stock, par value $0.001 per share; 500,000,000 shares authorized, 16,155,059 shares issued and outstanding as of March 31, 2025, 22,243,668 shares issued and outstanding as of December 31, 2024 16  22 
Additional paid-in-capital 827,389  725,174 
Accumulated other comprehensive income (loss) 1,978  (1,113)
Retained earnings 286,208  283,946 
Total stockholders' equity attributable to Clearwater Analytics Holdings, Inc. 1,115,830  1,115,830  1,008,255 
Non-controlling interests 26,777  21,976 
Total stockholders' equity 1,142,607  1,142,607  1,030,231 
Total liabilities and stockholders' equity $ 1,285,322  $ 1,169,572 



Clearwater Analytics Holdings, Inc.
Consolidated Statements of Operations
(In thousands, except share amounts and per share amounts, unaudited)
Three Months Ended
March 31,
2025 2024
Revenue $ 126,864  $ 102,719 
Cost of revenue(1)
33,924  28,178 
Gross profit 92,940  74,541 
Operating expenses:
Research and development(1)
37,400  37,676 
Sales and marketing(1)
19,631  16,311 
General and administrative(1)
28,827  20,720 
Total operating expenses 85,858  74,707 
Income (loss) from operations 7,082  (166)
Interest income, net (1,694) (2,060)
Tax receivable agreement expense —  286 
Other (income) expense, net 290  (530)
Income before income taxes 8,486  2,138 
Provision for (benefit from) income taxes 1,550  (98)
Net income 6,936  2,236 
Less: Net income attributable to non-controlling interests 426  338 
Net income attributable to Clearwater Analytics Holdings, Inc. $ 6,510  $ 1,898 
Net income per share attributable to Class A and Class D common stockholders stock:
Basic $ 0.03  $ 0.01 
Diluted $ 0.03  $ 0.01 
Weighted average shares of Class A and Class D common stock outstanding:
Basic 237,324,564 213,259,463
Diluted 246,212,517 255,458,196

(1)Amounts include equity-based compensation as follows:
Cost of revenue $ 3,464  $ 3,146 
Operating expenses:
Research and development 8,698  8,911 
Sales and marketing 4,009  3,821 
General and administrative 7,541  8,347 
Total equity-based compensation expense $ 23,712  $ 24,225 



Clearwater Analytics Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands, unaudited)
Three Months Ended March 31,
2025 2024
OPERATING ACTIVITIES
Net income $ 6,936  $ 2,236 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 3,146  2,550 
Noncash operating lease cost 2,375  2,232 
Equity-based compensation 23,712  24,225 
Amortization of deferred contract acquisition costs 1,350  1,217 
Amortization of debt issuance costs, included in interest expense 69  69 
Deferred tax benefit 1,250  (1,022)
Accretion of discount on investments (284) (574)
Realized gain on investments (112) — 
Changes in operating assets and liabilities:
Accounts receivable, net (5,296) (4,676)
Prepaid expenses and other assets (2,576) (4,198)
Deferred contract acquisition costs (747)
Accounts payable (918)
Accrued expenses and other liabilities (5,124) (9,444)
Tax receivable agreement liability (35) (1,840)
Net cash provided by operating activities 24,500  10,037 
INVESTING ACTIVITIES
Purchases of property and equipment (1,468) (1,438)
Purchase of held to maturity investments (4,686) — 
Purchases of available-for-sale investments —  (31,898)
Proceeds from sale of available-for-sale investments 89,479  — 
Proceeds from maturities of investments 16,200  21,536 
Net cash provided by (used in) investing activities 99,525  (11,800)
FINANCING ACTIVITIES
Proceeds from exercise of options —  104 
Taxes paid related to net share settlement of equity awards (24,402) (28,774)
Repayments of borrowings (688) (687)
Payment of debt issuance costs (2,159) — 
Payment of acquisition holdback liability —  (780)
Payment of tax distributions —  (8)
Net cash used in financing activities (27,249) (30,145)
Effect of exchange rate changes on cash and cash equivalents 1,033  (213)
Change in cash and cash equivalents during the period 97,809  (32,121)
Cash and cash equivalents, beginning of period 177,350  221,765 
Cash and cash equivalents, end of period $ 275,159  $ 189,644 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 1,282  $ 911 
Cash paid for income taxes $ 583  $ 445 
NON-CASH INVESTING AND FINANCING ACTIVITIES
Purchase of property and equipment included in accounts payable and accrued expense $ 64  $ 83 
Release of tax distributions payable to Continuing Equity Owners accrued in prior year $ (23) $ (512)
Tax distributions payable to Continuing Equity Owners included in accrued expenses $ 29  $ 2,433 
Acquisition of intangible assets paid in common stock $ 102,729  $ — 
Acquisition holdback liability included in accrued expenses and other liabilities $ 10,000  $ 3,905 



Clearwater Analytics Holdings, Inc.
Reconciliation of Net Income to Adjusted EBITDA
(In thousands, unaudited)
Three Months Ended March 31,
2025 2024
(in thousands, except percentages)
Net income $ 6,936  % $ 2,236  %
Adjustments:
Interest income, net (1,694) (1  %) (2,060) (2  %)
Depreciation and amortization 3,146  % 2,550  %
Equity-based compensation expense and related payroll taxes 27,562  22  % 28,481  28  %
Tax receivable agreement expense —  —  % 286  %
Transaction expenses(1)
7,280  % 802  %
Provision for (benefit from) income tax expense 1,550  % (98) %
Other expense, net 290  % %
Adjusted EBITDA 45,070  36  % 32,202  31  %
Revenue $ 126,864  100  % $ 102,719  100  %
(1) Transaction expenses primarily consist of professional fees and administrative costs for closed and pending acquisitions.




Clearwater Analytics Holdings, Inc.
Reconciliation of Free Cash Flow
(In thousands, unaudited)
Three Months Ended March 31,
2025 2024
Net cash provided by operating activities $ 24,500  $ 10,037 
Less: Purchases of property and equipment 1,468  1,438 
Free Cash Flow $ 23,032  $ 8,599 



Clearwater Analytics Holdings, Inc.
Reconciliation of Non-GAAP Information
(In thousands, except share amounts and per share amounts, unaudited)
Three Months Ended March 31,
2025 2024
Revenue $ 126,864  $ 102,719 
Gross profit $ 92,940  $ 74,541 
Adjustments:
Equity-based compensation expense and related payroll taxes 4,374  3,522 
Depreciation and amortization 2,764  2,102 
Gross profit, non-GAAP $ 100,078  $ 80,165 
As a percentage of revenue, non-GAAP 79  % 78  %
Cost of Revenue $ 33,924  $ 28,178 
Adjustments:
Equity-based compensation expense and related payroll taxes 4,374  3,522 
Depreciation and amortization 2,764  2,102 
Cost of revenue, non-GAAP $ 26,786  $ 22,554 
As a percentage of revenue, non-GAAP 21  % 22  %
Research and development $ 37,400  $ 37,676 
Adjustments:
Equity-based compensation expense and related payroll taxes 9,827  11,874 
Depreciation and amortization 122  201 
Research and development, non-GAAP $ 27,451  $ 25,601 
As a percentage of revenue, non-GAAP 22  % 25  %
Sales and marketing $ 19,631  $ 16,311 
Adjustments:
Equity-based compensation expense and related payroll taxes 5,000  4,169 
Depreciation and amortization 153  135 
Sales and marketing, non-GAAP $ 14,478  $ 12,007 
As a percentage of revenue, non-GAAP 11  % 12  %
General and administrative $ 28,827  $ 20,720 
Adjustments:
Equity-based compensation expense and related payroll taxes 8,361  8,916 
Depreciation and amortization 107  112 
Amortization of prepaid management fees and reimbursable expenses —  535 
Transaction expenses 7,280  802 
General and administrative, non-GAAP $ 13,079  $ 10,355 
As a percentage of revenue, non-GAAP 10  % 10  %
Income (loss) from operations $ 7,082  $ (166)
Adjustments:



Equity-based compensation expense and related payroll taxes 27,562  28,481 
Depreciation and amortization 3,146  2,550 
Amortization of prepaid management fees and reimbursable expenses —  535 
Transaction expenses 7,280  802 
Income from operations, non-GAAP $ 45,070  $ 32,202 
As a percentage of revenue, non-GAAP 36  % 31  %
Net income $ 6,936  $ 2,236 
Adjustments:
Equity-based compensation expense and related payroll taxes 27,562  28,481 
Depreciation and amortization 3,146  2,550 
Tax receivable agreement expense —  286 
Amortization of prepaid management fees and reimbursable expenses —  535 
Transaction expenses 7,280  802 
Tax impacts of adjustments to net income(1)
(10,069) (8,698)
Net income, non-GAAP $ 34,855  $ 26,192 
As a percentage of revenue, non-GAAP 27  % 25  %
Net income per share - basic, non-GAAP $ 0.15  $ 0.12 
Net income per share - diluted, non-GAAP $ 0.13  $ 0.10 
Weighted-average common shares outstanding - basic 237,324,564 213,259,463
Weighted-average common shares outstanding - diluted 258,754,627 255,458,196
(1)The non-GAAP effective tax rate was 25% for the three months ended March 31, 2025 and 2024, respectively, and has been used to adjust the provision for income taxes for non-GAAP net income and non-GAAP basic and diluted net income per share.