v3.25.4

Subsequent Events | 12 Months Ended
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Dec. 31, 2025
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events On December 20, 2025, we entered into a definitive Merger Agreement to be acquired in a transaction valued at approximately $8.4 billion by the Investor Group. Under the terms of the Merger Agreement, each share of our Class A common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares of our Class A common stock (i) owned by Parent or Merger Sub, (ii) owned by us as treasury shares or (iii) held by any person who properly exercises appraisal rights under the DGCL) will convert into the right to receive an amount in cash equal to $24.55 per share, without interest, upon completion of the Merger (“Merger Consideration”). In connection with the Merger, the Company will exercise its right to require each holder of LLC Interests in CWAN Holdings to exchange all of such holder’s LLC Interests and our Class B common stock for shares of our Class A common stock immediately prior to, and conditioned on the occurrence of, the effective time of the Merger (the “Effective Time”) and in accordance with the LLC Agreement and our certificate of incorporation (the “LLC Interests Exchange”). Each share of our Class B common stock will automatically be canceled immediately upon the consummation of the LLC Interests Exchange, such that no shares of our Class B common stock will remain outstanding as of immediately prior to the Effective Time. Each share of our Class A common stock issued in the LLC Interests Exchange will be entitled to receive the Merger Consideration. The Merger is expected to close in the second quarter of 2026 and is subject to certain closing conditions, including the approval of the Company’s stockholders, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the receipt of certain other specified regulatory approvals or consent, the absence of legal restraints prohibiting consummation of the Merger, and other customary conditions specified in the Merger Agreement. Early termination of the waiting period under the HSR Act in connection with the Merger was granted effective February 13, 2026. The Company has made customary representations, warranties and covenants in the Merger Agreement, including covenants to conduct its business in the ordinary course and refraining from taking certain actions without Parent’s consent. The Merger Agreement contains certain termination provisions, including a termination fee of approximately $0.2 billion payable by the Company under specified circumstances. If the Merger Agreement is terminated in certain circumstances, including a breach of Parent’s obligations under the Merger Agreement or Parent’s failure to consummate the Merger when required by the Merger Agreement, Parent will be required to pay the Company a termination fee of approximately $0.5 billion. We also expect to incur significant costs, expenses, and fees for professional services and other transaction costs in connection with the Merger. If the Merger is consummated, the Company’s Class A common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on December 22, 2025.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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