UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
Accelerant Holdings
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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 Securities Act:
Title of Each Class |
Trading |
Name of Each Exchange on Which Registered | ||
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 2.02 | Results of Operations and Financial Condition. |
On February 26, 2026, Accelerant Holdings (the “Company”) issued a press release announcing certain preliminary financial information for the quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.
The preliminary financial information set forth in the press release for the quarter and year ended December 31, 2025 reflects preliminary, unaudited estimates with respect to such results based solely on currently available information, which is subject to change. The Company has not completed its normal quarterly and year-end closing procedures for the quarter and year ended December 31, 2025 and there can be no assurance that final results for the quarter and year-end will not differ materially from the preliminary financial information included in the press release, including as a result of year-end closing procedures, adjustments and the completion of the audit of the Company’s financial statements.
In addition, certain statements set forth in such press release are forward-looking statements. See “Risk Factors,” “Forward-Looking Statements” and the Company’s financial statements and related notes included in its filings with the Securities and Exchange Commission (“SEC”) for additional information regarding factors that could result in differences between the preliminary estimated financial results that are presented in such press release and the actual financial results the Company will report. These estimates should not be viewed as a substitute for the Company’s full financial statements prepared in accordance with generally accepted accounting principles. Accordingly, you should not place undue reliance on these preliminary unaudited results.
The information furnished pursuant to Item 2.02 of this report, including Exhibit 99.1, shall not be deemed to be “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, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.
| Item 7.01 | Regulation FD Disclosure. |
The information described under Item 2.02 above is incorporated by reference in this Item 7.01.
| Item 9.01. | Financial Statements and Exhibits |
Exhibit |
Description | |
| 99.1 | Press Release dated February 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Signature
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 27, 2026 | ACCELERANT HOLDINGS | |||||
|
By: | /s/ Nancy Hasley | ||||
| Nancy Hasley | ||||||
| Group General Counsel | ||||||
Exhibit 99.1
Accelerant Announces Unaudited Preliminary Fourth Quarter and Full Year 2025 Financial Results
ATLANTA (February 26, 2026) – Accelerant Holdings (NYSE: ARX), a data-driven company modernizing specialty insurance through the Accelerant Risk Exchange, today announced preliminary unaudited financial highlights for both the fourth quarter and year ended December 31, 2025.
These estimates are preliminary and unaudited, and are subject to revision as Accelerant completes its fourth quarter and full-year 2025 financial closing process. Actual results may vary materially from today’s announced results due to closing adjustments, subsequent events, or additional information identified prior to the issuance of Accelerant’s audited financial statements. Accelerant’s independent registered public accounting firm has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, the independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto.
Fourth Quarter 2025 Preliminary Expected Results
| • | Total fourth quarter Exchange Written Premium is expected to be $1.09 billion, an increase of 24% compared to the fourth quarter 2024 |
| • | Total fourth quarter Third-Party Direct Written Premium is expected to be 40% of Exchange Written Premium, compared to 21% for the fourth quarter 2024 |
| • | Total fourth quarter revenue is expected to be $248 million1, an increase of 30% compared to the fourth quarter 2024 |
| • | Total fourth quarter Adjusted EBITDA* is expected to be $71 million1, an increase of 52% compared to the fourth quarter 2024 |
Full-Year 2025 Preliminary Expected Results
| • | Total full-year 2025 Exchange Written Premium is expected to be $4.19 billion, an increase of 35% compared to full-year 2024 |
| • | Total full-year 2025 Third-Party Direct Written Premium is expected to be 30% of Exchange Written Premium, compared to 16% for the full-year 2024 |
| • | Total full-year 2025 revenue is expected to be $913 million1, an increase of 51% compared to full-year 2024 |
| • | Total full-year 2025 Adjusted EBITDA* is expected to be $282 million1, an increase of 149% compared to full-year 2024 |
2026 Financial Guidance
The Company will update its guidance, inclusive of a first quarter 2026 outlook, on its upcoming earnings call scheduled for Thursday, March 19, but expects to announce figures that meet or exceed previously issued numbers.
| 1 | Includes expected irregular investment gains in the fourth quarter and full year 2025 of $2 million and $41 million, respectively. |
| * | Adjusted EBITDA is a non-GAAP measure. The definition of Adjusted EBITDA can be found in the “Use of Non-GAAP Financial Measures” section of this release. A reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure can be found in the reconciliation table accompanying this release. |
Conference Call and Full Earnings Release Date
Accelerant will release the final fourth quarter and full-year 2025 before the market opens on Thursday, March 19, 2026. Accelerant will host a webcast and conference call to discuss fourth quarter and full year financial results at 8:00 A.M. Eastern Time.
Details for the call can be found here, on the Investor Relation section of Accelerant’s website.
1
About Accelerant
Accelerant is modernizing specialty insurance through the Accelerant Risk Exchange, a data-driven platform that connects underwriters of specialty insurance risk with risk capital providers. Accelerant was founded in 2018 by a group of longtime insurance industry executives and technology experts who shared a vision of rebuilding the way risk is exchanged – so that it works better, for everyone. The Accelerant Risk Exchange does business across 22 different countries and more than 500 specialty insurance products.
Use of Non-GAAP Financial Measures
In assessing the performance of Accelerant’s business, non-GAAP financial measures are used that are derived from the company’s consolidated financial information but are not presented in its consolidated financial statements prepared in accordance with GAAP. Accelerant considers these non-GAAP financial measures to be useful metrics for management and investors to evaluate its financial performance by excluding certain items that are related to its non-core business operations and therefore are not considered to be directly attributable to the company’s underlying operating performance.
Adjusted EBITDA should not be considered substitutes for the reported results prepared in accordance with GAAP and should not be considered in isolation or as alternatives to GAAP net income or net (loss) as indicators of the company’s financial performance. Although Accelerant uses Adjusted EBITDA as financial measures to assess the performance of its business, such use is limited because it does not include certain material costs necessary to operate the business. Accelerant’s presentation of Adjusted EBITDA should not be construed as indications that its future results will be unaffected by unusual or non-recurring items. This non-GAAP financial measure, as determined and presented by Accelerant, may not be comparable to related or similarly titled measures reported by other companies.
Adjusted EBITDA
Accelerant defines Adjusted EBITDA as GAAP net income (loss) less the impact of depreciation and amortization, interest expenses, income tax expenses and the following items:
| • | Other expenses: Represents costs related to Accelerant’s non-core business operations, primarily related to its global enterprise resource planning system and integrated financial reporting systems, and legal and advisory costs in connection with corporate development activities including mergers and acquisitions, capital raising activities and entity formations that support the company’s growing business, and Mission profit sharing expenses. |
| • | Nonrecurring profit interest distribution expenses resulting from the IPO: Represents non-cash profits interest distribution expenses related to the settlement of all outstanding profits interest awards through the distribution of 65,270,453 of Class A common shares held by Accelerant Holdings LP to certain officers and employees that fully vested upon the IPO. These expenses were entirely offset by a corresponding capital contribution from Accelerant Holdings LP for that distribution of shares. These expenses could only occur at the date of the IPO and will not recur. |
| • | Share-based compensation expenses included within general and administrative expenses: Represents non-cash expense related to the fair value of share-based awards granted to employees and directors, including restricted stock units and stock options and other awards that can be settled in cash, recognized over the requisite service period for the awards. |
| • | Net foreign currency exchange gains (losses): The functional currency for each of Accelerant’s operating subsidiaries is generally the currency of the local operating environment. Transactions in currencies other than the local operation’s functional currency are remeasured into the functional currency, and the resulting foreign exchange gains or losses are reflected in net foreign currency exchange gains (losses). Such gains and losses are generally offset by the translation of Accelerant subsidiaries who have the corresponding reinsurance-related balances within their own functional currencies, whereby such effects are translated to other comprehensive income, yielding a much lower net impact on total comprehensive income and equity. |
2
The following table provides a reconciliation of Accelerant’s preliminary estimates of net income (loss) to its preliminary estimates of Adjusted EBITDA for the three months and year ended December 31, 2025:
| (in millions, unless indicated) | Three Months Ended December 31, 2025 |
Year Ended December 31, 2025 |
||||||
| Net (loss) income |
$ | 1 | $ | (1,345 | ) | |||
| Adjustments: |
||||||||
| Profits interest distribution expenses |
— | 1,380 | ||||||
| Share-based compensation expenses |
21 | 54 | ||||||
| Other expenses |
34 | 104 | ||||||
| Tax effect of adjustments to net (loss) income |
(5 | ) | (14 | ) | ||||
|
|
|
|
|
|||||
| Adjusted net income |
$ | 51 | $ | 179 | ||||
| Adjustments: |
||||||||
| Add back tax effect of adjustments to net (loss) income |
5 | 14 | ||||||
| Income tax (benefit) expense |
(3 | ) | 23 | |||||
| Interest expenses |
3 | 11 | ||||||
| Depreciation and amortization |
10 | 35 | ||||||
| Net foreign exchange losses |
5 | 20 | ||||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 71 | $ | 282 | ||||
Forward-Looking Statements
The preliminary estimated financial results for the quarter ended December 31, 2025 included in this press release are preliminary, unaudited and subject to completion, and may change as a result of management’s continued review. Such preliminary results are subject to the finalization of quarter-end financial and accounting procedures. The preliminary financial results represent management estimates that constitute forward-looking statements subject to risks and uncertainties including those set out in the Company’s Form S-1 registration statement. As a result, the preliminary financial results may materially differ from the actual results when they are completed and publicly disclosed. All statements in this release and in the corresponding earnings call that are not historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks and uncertainties. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “will” or “would,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which Accelerant operates, including growth of its various markets, and its expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance contained in this release and in the corresponding earnings call are forward-looking statements.
Accelerant has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While Accelerant believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the company’s control. These and other important factors, including those discussed in Accelerant’s Quarterly Report on Form 10-Q under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” may cause its actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements, or could affect the company’s share price.
3
| Contacts: | ||
| Investor Relations | Media Relations | |
| Accelerant | Chelsea Allison | |
| [email protected] | [email protected] |
The Blueshirt Group
Scott McCabe
4