“We delivered a strong end to 2025 with Q4 revenue of $217.5 million, up 72% year-over-year. Our GenAI investments are producing meaningful internal efficiencies, driving Non-GAAP gross margin to a record 79.2%. Adjusted EBITDA was ahead of our expectations as well, growing 77.7% year-over-year to $74.1 million,” said Sandeep Sahai, CEO at CWAN. “Beyond the numbers, Q4 was a transformative quarter that positions us to accelerate our vision of reimagining institutional investment management. Despite many moving parts, the team executed at an extraordinary level. Sequential ARR growth of over $33 million is a testament to the capability and focus of our employees.”
“The industry is changing at an unprecedented pace. Portfolios span public and private assets, data volumes are exploding, and clients need real-time intelligence. Since Clearwater Connect, we’ve seen a 10x increase in the number of clients using agentic workflows. We now have nearly 1,000 AI agents available for deployment across more than $10 trillion in client assets, reducing manual reconciliation by 90%, accelerating regulatory reporting by 80%, and speeding close cycles by 50%,” continued Sahai. “The foundation we’re building — integrating and strengthening Enfusion, Beacon, and our core platform with AI, natively handles the complexity of today’s global portfolios. Looking ahead, we look forward to accelerating our focus and ability to solve the industry’s hardest problems, deliver the agentic solutions our clients need, and lead the future of investing.”
Fourth Quarter 2025 Financial Results Summary
* Revenue: Total revenue for the fourth quarter of 2025 was $217.5 million, an increase of 72%, from $126.5 million in the fourth quarter of 2024.
* Gross Profit: Gross profit for the fourth quarter of 2025 increased to $146.2 million, which equates to a 67.2% GAAP gross margin, compared with gross profit of $92.9 million and GAAP gross margin of 73.5% in the fourth quarter of 2024. Non-GAAP gross profit for the fourth quarter of 2025 was $172.2 million, which equates to a 79.2% non-GAAP gross margin, compared with non-GAAP gross profit of $99.7 million and non-GAAP gross margin of 78.8% in the fourth quarter of 2024.
* Net Income/(Loss): Net loss for the fourth quarter of 2025 was $12.5 million, compared with net income of $420.3 million in the fourth quarter of 2024. Non-GAAP net income for the fourth quarter of 2025 increased to $44.4 million, an increase of 30.7% from $33.9 million in the fourth quarter of 2024.
* Adjusted EBITDA: Adjusted EBITDA for the fourth quarter of 2025 was $74.1 million, an increase of 78%, from $41.7 million in the fourth quarter of 2024. Adjusted EBITDA margin for the fourth quarter of 2025 was 34.1%, an increase of 110 basis points over the fourth quarter of 2024.
* Cash Flows: Operating cash flows for the fourth quarter of 2025 were $55.3 million. Free cash flows for the fourth quarter of 2025 were $52.3 million.
* Net Loss Per Share and Non-GAAP Net Income Per Share: Net loss per basic and diluted share was $0.04 in the fourth quarter of 2025. Non-GAAP net income per basic and diluted share was $0.15 in the fourth quarter of 2025.
* Cash, cash equivalents, and investments were $91.2 million as of December 31, 2025. Total debt, net of debt issuance cost, was $822.6 million as of December 31, 2025.
Fourth Quarter 2025 Key Metrics Summary
* Annualized Recurring Revenue: As of December 31, 2025, annualized recurring revenue (“ARR”) reached $841 million, an increase of 77% from $475 million as of December 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 December 31, 2025, the gross revenue retention rate was 98%. 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 December 31, 2025, the net revenue retention rate was 109% up from 108% in September 30, 2025. 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
* On September 3, 2025, at our Investor Day, we announced that our Board of Directors authorized a $100 million share repurchase program. We repurchased approximately 510,000 CWAN shares in the quarter for $9.2 million at an average price of $17.97 per share. All of the shares that were repurchased in the fourth quarter were repurchased pursuant to a 10b5-1 Plan. We have $82 million remaining under the authorization.
* CWAN embedded agentic AI capabilities directly into its Beacon risk and quantitative analytics platform to significantly accelerate model validation, and exposure analysis for institutional investors. The AI operates within Beacon’s core calculation engine on live portfolio data, eliminating manual workflows and enabling near real-time risk insights. This enhancement allows risk teams to validate models faster, run natural-language scenario analysis, and automate complex risk workflows with full auditability and governance.
* As of December 31, 2025 we had over 2,500 clients, 152 of whom generated ARR of more than $1 million. In the fourth quarter, we closed multiple 7-figure deals including new client wins with Beacon by CWAN. The incredible progress we’ve demonstrated expanding our client base, speaks to the strength of our solutions and the disruptive nature of our front-to-back offering.
* Generali Deutschland AG selected CWAN to modernize and scale its €40 billion, unit-linked fund (ULF) life insurance operations across four subsidiaries, positioning the insurer for accelerated growth in one of Europe’s fastest-expanding markets. The multi-year agreement will consolidate portfolio management, order execution, and reconciliation on a single front-to-back platform, delivering real-time data, standardizing processes, and automated controls. Designed to support multiple accounting standards and evolving European regulatory requirements, the deployment is expected to enhance operational agility, transparency, and efficiency.
* BarmeniaGothaer Asset Management AG has selected Clearwater Analytics as its strategic investment management platform provider. As the in-house asset manager of the BarmeniaGothaer Group, Barmenia Gothaer Asset Management AG currently manages approximately 50 billion EUR. BarmeniaGothaer is one of Germany’s top 10 insurers with 8.6 billion EUR in premium income. This client exemplifies how leading European insurers are turning to Clearwater’s single instance multi-tenant architecture to improve operational efficiency and leverage AI capabilities in an increasingly complex capital markets environment.
* On December 20, 2025, the Company entered into an Agreement and Plan of Merger to be acquired in a transaction (the “Proposed Transaction”) valued at approximately $8.4 billion by a Permira and Warburg Pincus-led investor group, with participation from Temasek, and key support from Francisco Partners (collectively, the “Investor Group”). Under the terms of the agreement, Company stockholders will receive $24.55 per share in cash upon completion of the Proposed Transaction.
Earnings Conference Call and Guidance
As a result of the execution of a definitive agreement under which the Investor Group will acquire all of the outstanding shares of the Company’s common stock in an all-cash transaction, as announced on December 21, 2025, the Company will not host an earnings conference call or webcast to discuss its fourth quarter and full year 2025 financial results nor provide forward-looking guidance.
CWAN currently expects to close the Proposed Transaction in the second quarter of 2026.
About CWAN
CWAN (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, CWAN’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, CWAN supports over $10 trillion in assets globally. Learn more at http://www.cwan.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 Company’s expectations with respect to the proposed transaction, including the timing thereof, and 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 the Company’s current expectations and include, but are not limited to: (A) risks related to the Proposed Transactions, including (i) the risk that the Proposed Transaction may not be completed in a timely manner or at all; (ii) the failure to receive, on a timely basis or otherwise, the required approvals of the Proposed Transaction by the Company’s stockholders; (iii) the possibility that any or all of the various conditions to the consummation of the Proposed Transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the Proposed Transaction, including in circumstances which would require the Company to pay a termination fee; (v) the effect of the announcement or pendency of the Proposed Transaction on the Company’s ability to attract, motivate or retain key executives and associates, its ability to maintain relationships with its customers, vendors, service providers and others with whom it does business, or its operating results and business generally; (vi) risks related to the Proposed Transaction diverting management’s attention from the Company’s ongoing business operations; (vii) the risk of shareholder litigation in connection with the Proposed Transaction, including resulting expense or delay; (viii) certain restrictions during the pendency of the Proposed Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (ix) risks that the anticipated benefits of the Proposed Transaction are not realized when and as expected; (x) the availability of capital and financing and rating agency actions in connection with the Proposed Transaction; (B) ongoing risks such as those related to (i) the Company’s ability to successfully integrate the operations and technology of its acquisitions of Enfusion, Beacon and Bistro (the “Acquisitions”) with those of the Company and to obtain third party data rights, retain and incentivize the employees of the Acquisitions following the close of the Acquisitions, retain the Acquisitions’ clients, repay debt incurred in connection with the Acquisitions and meet financial covenants to be imposed in connection with such debt; (ii) risks that synergies and growth from the Acquisitions may not be fully realized or may take longer to realize than expected, (iii) the Company’s ability to keep pace with rapid technological change and market developments, including artificial intelligence, (iv) competitors in its industry, (v) 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, (vi) the Company’s ability to manage growth, (vii) the Company’s ability to attract and retain skilled employees, (viii) the possibility that the Company’s solutions fail to perform properly, (ix) disruptions and failures in the Company’s and third parties’ computer equipment, cloud-based services, electronic delivery systems, networks and telecommunications systems and infrastructure, (x) 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, (xi) factors related to the Company’s ownership structure; and (C) other risks and uncertainties detailed in the Company’s periodic public filings with 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, 2025 filed on February 18, 2026, and in other periodic reports filed by the Company with the SEC. These filings are available at http://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.
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