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

Clearwater Analytics Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 ☒

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 16, 2022, the Board of Directors (the “Board”) of Clearwater Analytics Holdings, Inc. (the “Company”) appointed Lisa Jones to the Board, effective immediately. Ms. Jones will serve as a Class I director with a term expiring at the Company’s Annual Meeting of Stockholders in 2025. Ms. Jones was also appointed as a member of the Audit Committee of the Board.

For serving on the Board and the Audit Committee, Ms. Jones will receive annualized cash retainers equal to $40,000 and $10,000 per calendar year, respectively. Ms. Jones will also be eligible for an annual grant of restricted stock units with an equivalent value of $200,000 with the number of restricted stock units calculated by dividing $200,000 by the ten trading day average closing share price leading up to the day of the grant. The initial grant to be subject to pro-ration based on the length of Ms. Jones’ service on the Board until the Company’s next Annual Meeting of Stockholders in 2023.

In connection with Ms. Jones’s appointment to the Board, the Company has entered into an indemnification agreement with Ms. Jones in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously disclosed in the Company’s public filings.

There were no arrangements or understandings between Ms. Jones and any other persons pursuant to which she was selected as a director. In addition, Ms. Jones is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On September 20, 2022, the Company issued a press release announcing the appointment of Ms. Jones to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d): The following exhibits are being filed herewith:

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.