Accelerant Holdings DEFA14A, filed Aug 13, 2026
Accelerant Holdings (ARX)
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): August 13, 2026
Accelerant Holdings
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42765 | 98-1753044 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| Accelerant Holdings c/o Accelerant Re (Cayman) Ltd. Unit 106, Windward 3, Regatta Office Park, West Bay Road, Grand Cayman |
KY1-1108 | |
| (Address of principal executive offices) | (Zip Code) |
1 (345) 743-4611
(Registrant’s telephone number, including area code)
N/A
(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 Act:
| Title of Class |
Trading |
Name of Each Exchange on Which Registered | ||
| Class A common shares, $0.0000011951862 par value per share | ARX | New York Stock Exchange |
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 August 13, 2026, Accelerant Holdings (the “Company,” “we,” or “our”) issued a press release relating to our earnings for the second quarter ended June 30, 2026 (the “Earnings Release”). We have attached a copy of the Earnings Release as Exhibit 99.1.
The information contained in Item 2.02 of this Report (as well as in Exhibit 99.1 attached hereto) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 8.01. | Other Events. |
On August 13, 2026, the Company and Thoma Bravo issued a joint press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Cherry Tree BidCo, a Cayman Islands exempted company (“Parent”), and Cherry Tree Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to, and subject to the terms and conditions set forth in, the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Thoma Bravo Discover Fund V, L.P. (“Sponsor”), an investment fund managed by Thoma Bravo.
A copy of the joint press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information required to be reported on Form 8-K with respect to the Merger Agreement will be filed in a separate Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Earnings Release issued by the Company on August 13, 2026 | |
| 99.2 | Press Release issued by the Company and Thoma Bravo on August 13, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
Additional Information and Where to Find It
This Current Report on Form 8-K is being made in respect of the Merger Agreement and the proposed Merger involving the Company, Parent and Merger Sub. The Company intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement (the “Proxy Statement”) in connection with a special meeting of the Company’s shareholders for purposes of approving the transactions contemplated by the Merger Agreement, and other relevant documents in connection therewith. The Company and certain participants in the Merger intend to file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) relating to the proposed Merger, if required. The Company may also file other relevant documents with the SEC regarding the Merger Agreement and the proposed Merger. This Current Report on Form 8-K is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC. The definitive Proxy Statement (when available) will be sent or given to the shareholders of the Company and will contain important information about the Merger Agreement and the proposed Merger and related matters. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BY THE COMPANY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER AGREEMENT AND THE PROPOSED MERGER. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov or from the Company’s website at www.accelerant.ai.
Participants in the Solicitation
The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company’s directors and executive officers, including a description of their direct and indirect interests, by security holdings or otherwise, is contained in the “Proposal One Election of Directors,” “Directors,” “Director Compensation,” “Executive Officers,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management” sections of the Company’s proxy statement for its 2026 annual general meeting of shareholders, which was filed with the SEC on March 30, 2026, and will be contained in the Proxy Statement to be filed by the Company. Any changes in the holdings of the Company’s securities by its directors and executive officers from the amounts set forth in the proxy statement for its 2026 annual general meeting of shareholders have been reflected in Forms 3, 4 and 5, filed with the SEC. The Company’s shareholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the Merger, including the interests of the Company’s directors and executive officers in the Merger, which may be different from those of the Company’s shareholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the Merger. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov or from the Company’s website at www.accelerant.ai.
No Offer
No person has commenced soliciting proxies in connection with the Merger Agreement and the proposed Merger referenced in this Current Report on Form 8-K, and this Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell securities.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Statements contained in this Current Report on Form 8-K other than statements of historical fact are forward-looking statements, including statements regarding the Merger and the other transactions contemplated by the Merger Agreement. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “likely” or “continue,” the negative of these terms and other comparable terminology. These statements are only predictions based on the Company’s expectations and projections about future events as of the date of this Current Report on Form 8-K and are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied by such statements. Important factors, risks and uncertainties that could cause actual results to differ materially from forward-looking statements include but are not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect our business and the price of our Class A common shares; (ii) the timing to consummate the Merger, or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; (iii) the failure to satisfy the conditions to the consummation of the Merger, and the other transactions contemplated thereby; (iv) the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; (v) the effect of the pendency of the Merger on our business relationships, operating results and business generally; (vi) certain restrictions during the pendency of the Merger that may impact our ability to pursue certain business opportunities or strategic transactions; (vii) risks that the Merger disrupts current plans and operations; (viii) risks related to diverting management’s attention from our ongoing business operations; (ix) the outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (x) our ability to retain, hire and integrate skilled personnel, and maintain relationships with key business partners and customers, and others with whom we do business, in light of the proposed Merger; (xi) unexpected costs, charges or expenses resulting from the Merger; (xii) risks that the benefits of the Merger are not realized when and as expected; and (xiii) those risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed
with the SEC on March 18, 2026. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement the Company makes. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
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 hereunto duly authorized.
Date: August 13, 2026
| ACCELERANT HOLDINGS | ||
| By: | /s/ Jeff Radke | |
| Name: | Jeff Radke | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Accelerant Announces Second Quarter 2026 Results
Accelerant Cancels Earnings Conference Call Following Announcement of Agreement with
Thoma Bravo to Become a Private Company
Second Quarter 2026 Results
| • | Exchange Written Premium of $1.32 billion grew 23% year-over-year |
| • | Third-Party Direct Written Premium accounted for 47% of Exchange Written Premium volume |
| • | Pre-tax income of $87 million, net income of $80 million, and net income per diluted share of $0.36 |
| • | Adjusted net income of $70 million increased 165% over the prior year, and adjusted net income per diluted share of $0.32 increased 146% over the prior year |
| • | Adjusted EBITDA of $93.1 million and adjusted EBITDA margin was 30.6%, up from 29.0% in the prior year |
| • | Repurchased 4,725,968 Class A common shares for $66 million; the company has approximately $123 million of remaining authorization under its share repurchase program |
ATLANTA—(BUSINESS WIRE)— Accelerant Holdings (NYSE: ARX), the data-driven risk exchange platform transforming the specialty insurance marketplace through the Accelerant Risk Exchange, today announced financial results for the second quarter ended June 30, 2026.
“Accelerant has been building the preeminent specialty insurance marketplace since our founding in 2018, said Jeff Radke, Chairman and CEO. “I am proud of what the Accelerant teams has accomplished, and I believe partnering with Thoma Bravo with their expertise, and vast financial and strategic resources will further position our unique, data fueled platform to be the rails on which specialty insurance runs.”
Jeff Radke continued, “We had a great second quarter financially, operationally, and strategically. Financially, we delivered strong growth in exchange written premium, third-party premium, and adjusted EBITDA. Operationally, we continued to execute at a fast pace. We grew with third-party insurers and connected them directly to our Risk Capital Partners, and introduced our front door data AI agent, ARC, which recognizes, classifies, and structures data the moment it arrives to Accelerant. Strategically, we facilitated the formation of a new third-party insurance company and announced enhanced partnership agreements with three existing Accelerant Risk Exchange Insurers. We also rolled out new value-added services for Members including AI office hours and the Accelerant Talent Portal.”
“Our second quarter financial results highlight the attractive growth and durability of our business,” said Linda S. Huber, Accelerant’s Chief Financial Officer. “Exchange Written Premium grew 23% year-over-year and trailing twelve months premiums are now $4.6 billion. Our fee-based operating revenue and adjusted EBITDA, which we define as consolidated results less the underwriting segment, increased 56% and 91%, respectively, compared to the 2025 second quarter. We look forward to working with Thoma Bravo to grow the business alongside our employees, Members, and Risk Capital Partners.”
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Second Quarter 2026 Key Results
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in millions, unless indicated) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Number of members |
314 | 248 | 314 | 248 | ||||||||||||
| Net revenue retention |
111 | % | 151 | % | 111 | % | 151 | % | ||||||||
| Exchange written premium |
$ | 1,322.3 | $ | 1,072.3 | $ | 2,461.0 | $ | 2,057.5 | ||||||||
| Accelerant direct written premium |
53 | % | 73 | % | 56 | % | 77 | % | ||||||||
| Third-party direct written premium |
47 | % | 27 | % | 44 | % | 23 | % | ||||||||
| Accelerant-retained exchange premium |
13 | % | 6 | % | 13 | % | 6 | % | ||||||||
| Exchange written premium growth rate |
23 | % | 42 | % | 20 | % | 53 | % | ||||||||
| Total revenues |
$ | 356.9 | $ | 219.1 | $ | 630.2 | $ | 397.1 | ||||||||
| Gross loss ratio |
52.0 | % | 50.5 | % | 52.0 | % | 51.8 | % | ||||||||
| Income before income taxes |
$ | 87.4 | $ | 22.3 | $ | 89.4 | $ | 37.8 | ||||||||
| Net income |
$ | 80.0 | $ | 13.1 | $ | 75.9 | $ | 20.9 | ||||||||
| Non-GAAP financial measures (1) |
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| Operating revenues (1) |
$ | 303.9 | $ | 219.2 | $ | 577.1 | $ | 393.2 | ||||||||
| Adjusted EBITDA (1) |
$ | 93.1 | $ | 63.6 | $ | 159.2 | $ | 102.4 | ||||||||
| Adjusted EBITDA margin (1) |
31 | % | 29 | % | 28 | % | 26 | % | ||||||||
| Adjusted net income (1) |
$ | 70.0 | $ | 26.4 | $ | 107.7 | $ | 43.7 | ||||||||
| Adjusted earnings per diluted share (1) |
$ | 0.32 | $ | 0.13 | $ | 0.49 | $ | 0.21 | ||||||||
| (1) | Information regarding the non-GAAP financial measures included in this press release, including definitions of these measures, reconciliations to the most comparable GAAP measures and limitations related thereto, is described below under “Use of Non-GAAP Financial Measures” and in the tables attached to this press release. Beginning with first quarter of 2026, Accelerant updated definitions for these non-GAAP financial measures to exclude the impact of net realized and unrealized investment gains or losses. Net realized and unrealized investment gains (losses) were $53.0 million and $(0.1) million in the second quarter of 2026 and 2025, respectively, and $53.1 million and $3.9 million in the first six months of 2026 and 2025, respectively. Figures for the second quarter and first six months of 2025 in the table above were recast to reflect the new presentation. |
Transaction with Thoma Bravo
In a separate press release issued today, we announced a definitive agreement to be acquired by Thoma Bravo. A copy of the press release can be found on the investor relations page of Accelerant’s website at https://investor.accelerant.ai.
Given the agreement with Thoma Bravo, the Company will not be hosting a conference call to discuss its results for the second quarter ended June 30, 2026, which was originally scheduled for 8:00 a.m. Eastern Time on Thursday, August 13, 2026. In addition, Accelerant will not provide guidance for the third quarter of 2026 or the full year of 2026 as a result of the pending transaction.
About Accelerant
Accelerant is a data-driven risk exchange connecting 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 approximately 700 specialty insurance products.
Accelerant generates revenue by charging fees on the Exchange Written Premium shared with Risk Capital Partners that rely on Accelerant to source, manage, and monitor portfolios of specialty risk. There was $4.59 billion in Exchange Written Premium during the trailing twelve months ended June 30, 2026. Accelerant harnesses advanced data analytics and AI to optimize risk management, align incentives across the insurance value chain, and provide transparent and efficient solutions for MGAs and Risk Capital partners globally.
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| Investor Relations | Media Relations | |||
| Ray Iardella | Laurel Pierce | |||
| ray.iardella@accelins.com | laurel.pierce@teamhighwire.com | |||
| investors@accelerant.ai |
Forward-Looking Statements
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. Accelerant Holdings (“we” or “our”) generally identifies forward-looking statements by 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 we operate, including growth of our various markets, and our 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.
We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe 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 our control. These and other important factors, including those discussed in Accelerant’s Annual Report on Form 10-K for the year ended December 31, 2025 under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as may be supplemented in Accelerant’s subsequent Quarterly Reports on Form 10-Q and in other periodic and current reports filed by Accelerant with the SEC, may cause our 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 our share price.
Use of Non-GAAP Financial Measures
In assessing the performance of our business, non-GAAP financial measures are used that are derived from our consolidated financial information but are not presented in our consolidated financial statements prepared in accordance with U.S. GAAP. We consider these non-GAAP financial measures to be useful metrics for management and investors to evaluate our financial performance by excluding certain items that are related to our non-core business operations and therefore are not considered to be directly attributable to our underlying operating performance.
These non-GAAP financial measures, as described below, should not be considered substitutes for the reported results prepared in accordance with U.S. GAAP and should not be considered in isolation or as alternatives to U.S. GAAP net income or net (loss) as indicators of our financial performance. Although we use these non-GAAP financial measures to assess the performance of our business, such use is limited because it does not include certain material costs necessary to operate our business. Our presentation of these non-GAAP financial measures should not be construed as indications that our future results will be unaffected by unusual or non-recurring items. These non-GAAP financial measures, as determined and presented by us, may not be comparable to related or similarly titled measures reported by other companies.
The following non-GAAP financial measures are used in this document or in other disclosures we make from time to time:
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Adjusted EBITDA, Adjusted Net Income, and Adjusted Earnings per Diluted Share
We define “Adjusted EBITDA” as U.S. GAAP net income (loss) less the impact of depreciation and amortization, interest expenses, income tax expenses and the following items:
| i. | Net realized and unrealized gains (losses) on investments: Primarily represents changes in fair value of investment funds, realized gains and losses on dispositions of investments, and changes in fair value of certain other equity security investments accounted for under the measurement alternative where we adjust fair value based on observable price movements in such, or similar, investments. |
| ii. | Other expenses: Represents costs related to our non-core business operations, primarily related to our 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 our growing business, and Mission profit sharing expenses (including periodic buy-outs of existing awards). |
| iii. | Non-recurring profits 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 our 65,270,453 Class A common shares held by Accelerant Holdings LP to certain of our officers and employees that fully vested upon the IPO. These expenses were entirely offset by a corresponding capital contribution for that distribution of shares. These expenses only occurred at one point in time (July 2025) and will not recur. |
| iv. | Share-based compensation expenses included within general and administrative expenses: Represents non-cash expense related to the fair value of share-based equity awards granted to employees and directors, including restricted stock units and stock options and other awards that can settle in cash, recognized over the requisite service period for the awards. |
| v. | Net foreign currency exchange gains (losses): Represents non-cash foreign currency gains or losses related to transactions in currencies other than an operation’s functional currency and are excluded both on the basis of volatility and that such amounts are largely offset by corresponding changes in other comprehensive income primarily based on our intercompany reinsurance. |
We define “Adjusted Net Income” as U.S. GAAP net income (loss) excluding the impact of the following items:
| i. | net realized and unrealized gains (losses) on investments; |
| ii. | other expenses; |
| iii. | non-recurring profits interest distribution expenses resulting from the IPO; |
| iv. | share-based compensation expenses included within general and administrative expenses; |
| v. | the tax effect of the above adjustments. |
We define “Adjusted Earnings per Diluted Share” as adjusted net income for a period divided by the corresponding weighted average diluted shares on a U.S. GAAP basis. (GAAP diluted shares are used for simplicity and that any difference from recalculating such diluted shares using adjusted income is expected to be immaterial.)
Operating Revenues
We define “Operating Revenues” as U.S. GAAP revenues excluding the impact of net realized and unrealized gains (losses) on investments.
Adjusted EBITDA Margin
We define “Adjusted EBITDA Margin” as Adjusted EBITDA divided by Operating Revenues. Adjusted EBITDA Margin is an internal performance measure used in the management of our operations.
The reconciliation of the above non-GAAP measures to each of their most directly comparable GAAP financial measures is set forth in the reconciliation table accompanying this document.
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Accelerant Holdings
Condensed Consolidated Statements of Operations
(in millions, except per share amounts)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (expressed in millions of US dollars, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Revenues |
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| Ceding commission income |
$ | 75.1 | $ | 101.6 | $ | 155.6 | $ | 172.3 | ||||||||
| Direct commission income |
92.5 | 34.2 | 143.3 | 62.3 | ||||||||||||
| Net earned premiums |
129.1 | 70.6 | 258.9 | 133.6 | ||||||||||||
| Net investment income |
7.2 | 12.8 | 19.3 | 25.0 | ||||||||||||
| Net realized gains on investments |
26.0 | 0.4 | 26.1 | 2.7 | ||||||||||||
| Net unrealized gains (losses) on investments |
27.0 | (0.5 | ) | 27.0 | 1.2 | |||||||||||
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| Total revenues |
356.9 | 219.1 | 630.2 | 397.1 | ||||||||||||
| Expenses |
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| Losses and loss adjustment expenses |
71.7 | 51.3 | 153.5 | 96.5 | ||||||||||||
| Amortization of deferred acquisition costs |
34.8 | 18.2 | 68.4 | 35.3 | ||||||||||||
| General and administrative expenses |
129.5 | 89.1 | 253.3 | 164.4 | ||||||||||||
| Interest expenses |
2.4 | 2.5 | 4.9 | 5.1 | ||||||||||||
| Depreciation and amortization |
10.4 | 8.3 | 20.4 | 15.7 | ||||||||||||
| Net foreign exchange (gains) losses |
(6.1 | ) | 14.2 | (4.2 | ) | 17.3 | ||||||||||
| Other expenses |
26.8 | 13.2 | 44.5 | 25.0 | ||||||||||||
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| Total expenses |
269.5 | 196.8 | 540.8 | 359.3 | ||||||||||||
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| Income before income taxes |
87.4 | 22.3 | 89.4 | 37.8 | ||||||||||||
| Income tax expense |
(7.4 | ) | (9.2 | ) | (13.5 | ) | (16.9 | ) | ||||||||
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| Net income |
80.0 | 13.1 | 75.9 | 20.9 | ||||||||||||
| Adjustment for net income attributable to non-controlling interests |
(1.3 | ) | (4.3 | ) | (2.4 | ) | (5.6 | ) | ||||||||
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| Net income attributable to Accelerant common shareholders |
$ | 78.7 | $ | 8.8 | $ | 73.5 | $ | 15.3 | ||||||||
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| Net income attributable to Accelerant per common share: |
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| Basic |
$ | 0.36 | $ | 0.05 | $ | 0.33 | $ | 0.09 | ||||||||
| Diluted |
$ | 0.36 | $ | 0.04 | $ | 0.33 | $ | 0.07 | ||||||||
| Weighted-average common shares outstanding: |
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| Basic |
218,412,430 | 166,185,094 | 220,188,399 | 166,185,094 | ||||||||||||
| Diluted |
219,690,786 | 205,948,671 | 221,095,865 | 205,913,393 | ||||||||||||
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Accelerant Holdings
Condensed Consolidated Balance Sheets
(in millions, except share data)
(unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| (expressed in millions of US dollars, except share data) | ||||||||
| Assets |
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| Investments |
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| Short-term investments available for sale, at fair value (amortized cost 2026: $86.4 and 2025: $41.5) |
$ | 86.4 | $ | 41.6 | ||||
| Fixed maturity securities available for sale, at fair value (amortized cost 2026: $577.8 and 2025: $665.6) |
575.8 | 670.4 | ||||||
| Equity method investments |
13.0 | 10.4 | ||||||
| Other investments |
88.1 | 84.0 | ||||||
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| Total investments |
763.3 | 806.4 | ||||||
| Cash, cash equivalents and restricted cash |
1,656.3 | 1,799.3 | ||||||
| Premiums receivable (net of allowance 2026: $5.1 and 2025: $4.6) |
1,156.9 | 1,077.9 | ||||||
| Ceded unearned premiums |
1,775.6 | 1,812.4 | ||||||
| Reinsurance recoverables on unpaid losses and LAE |
2,092.9 | 1,682.3 | ||||||
| Other reinsurance recoverables |
941.8 | 594.2 | ||||||
| Deferred acquisition costs |
105.4 | 76.9 | ||||||
| Goodwill and other intangible assets, net |
110.5 | 115.1 | ||||||
| Capitalized technology development costs, net |
106.4 | 100.5 | ||||||
| Other assets |
234.2 | 198.1 | ||||||
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| Total assets |
$ | 8,943.3 | $ | 8,263.1 | ||||
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| Liabilities and shareholders’ equity |
||||||||
| Unpaid losses and loss adjustment expenses |
$ | 2,273.7 | $ | 2,005.4 | ||||
| Unearned premiums |
2,177.2 | 2,163.0 | ||||||
| Payables to reinsurers |
1,570.1 | 1,220.6 | ||||||
| Deferred ceding commissions |
225.1 | 232.5 | ||||||
| Funds held under reinsurance |
1,164.8 | 1,200.3 | ||||||
| Debt |
120.1 | 121.3 | ||||||
| Accounts payable and other liabilities |
668.3 | 593.6 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
8,199.3 | 7,536.7 | ||||||
| Commitments and contingencies |
||||||||
| Equity |
||||||||
| Shareholders’ equity |
||||||||
| Common shares (par value $0.000001 per share, issued and outstanding 2026: Class A - 118,278,172; Class B - 98,639,873 and 2025: Class A - 114,580,918; Class B - 107,241,428) |
— | — | ||||||
| Additional paid-in capital |
2,191.8 | 2,232.4 | ||||||
| Accumulated other comprehensive (loss) income |
(11.0 | ) | 2.2 | |||||
| Accumulated deficit |
(1,463.4 | ) | (1,536.9 | ) | ||||
|
|
|
|
|
|||||
| Total Accelerant shareholders’ equity |
717.4 | 697.7 | ||||||
|
|
|
|
|
|||||
| Non-controlling interests |
26.6 | 28.7 | ||||||
|
|
|
|
|
|||||
| Total equity |
744.0 | 726.4 | ||||||
|
|
|
|
|
|||||
| Total liabilities and equity |
$ | 8,943.3 | $ | 8,263.1 | ||||
|
|
|
|
|
|||||
6
Accelerant Holdings
Condensed Consolidated Statements of Cash Flows
(in millions)
(unaudited)
| Six Months Ended June 30, | ||||||||
| (expressed in millions of US dollars) | 2026 | 2025 | ||||||
| Cash flows from operating activities |
||||||||
| Net income |
$ | 75.9 | $ | 20.9 | ||||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |
||||||||
| Non-cash revenues, expenses, gains and losses included in net (loss) income: |
||||||||
| Net realized gains on investments |
(26.1 | ) | (2.7 | ) | ||||
| Net unrealized gains on investments |
(27.0 | ) | (1.2 | ) | ||||
| Earnings from equity method investments |
(1.9 | ) | (1.2 | ) | ||||
| Share-based compensation expenses |
51.7 | 5.4 | ||||||
| Depreciation and amortization |
20.4 | 15.7 | ||||||
| Deferred income tax (benefit) expense |
1.7 | (10.7 | ) | |||||
| Net foreign exchange (gains) losses |
(4.2 | ) | 17.3 | |||||
| Net accretion of discount on fixed maturity securities and short-term investments |
(3.8 | ) | (3.9 | ) | ||||
| Other, net |
0.4 | 0.4 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Premiums receivable |
(85.0 | ) | (112.7 | ) | ||||
| Ceded unearned premiums |
31.3 | (325.1 | ) | |||||
| Reinsurance recoverables on unpaid losses and loss adjustment expenses |
(54.7 | ) | (327.1 | ) | ||||
| Other reinsurance recoverables |
(352.1 | ) | (112.7 | ) | ||||
| Deferred acquisition costs |
(28.0 | ) | 9.8 | |||||
| Unpaid losses and loss adjustment expenses |
289.4 | 321.2 | ||||||
| Unearned premiums |
34.5 | 282.9 | ||||||
| Payables to reinsurers |
355.1 | 253.1 | ||||||
| Deferred ceding commissions |
(13.8 | ) | 59.5 | |||||
| Funds held under reinsurance |
(396.5 | ) | 230.9 | |||||
| Other assets, accounts payable and other liabilities |
42.7 | (10.5 | ) | |||||
|
|
|
|
|
|||||
| Net cash (used in) provided by operating activities |
(90.0 | ) | 309.3 | |||||
| Cash flows from investing activities |
||||||||
| Proceeds from sales of: |
||||||||
| Fixed maturity securities |
227.7 | 80.8 | ||||||
| Other investments |
50.9 | — | ||||||
| Maturities of fixed maturity securities |
28.7 | 28.9 | ||||||
| Payments for purchases of: |
||||||||
| Fixed maturity securities |
(174.3 | ) | (262.9 | ) | ||||
| Equity method investments |
(1.4 | ) | (0.4 | ) | ||||
| Net change in short-term investments |
(43.6 | ) | (10.2 | ) | ||||
| Purchases of subsidiaries, net of cash acquired |
(9.4 | ) | (1.4 | ) | ||||
| Capitalized technology development expenditures |
(19.9 | ) | (17.3 | ) | ||||
| Other, net |
(0.6 | ) | (0.3 | ) | ||||
|
|
|
|
|
|||||
| Net cash (used in) provided by investing activities |
58.1 | (182.8 | ) | |||||
| Cash flows from financing activities |
||||||||
| Acquisition of common shares |
(82.6 | ) | — | |||||
| Credit facility borrowings |
— | 5.0 | ||||||
| Payment of debt |
(1.6 | ) | — | |||||
| Acquisition of non-controlling interests in subsidiaries |
(11.6 | ) | — | |||||
| Dividends paid to non-controlling interests |
(1.7 | ) | (4.1 | ) | ||||
|
|
|
|
|
|||||
| Net cash (used in) provided by financing activities |
(97.5 | ) | 0.9 | |||||
| Net decrease in cash, cash equivalents and restricted cash |
(129.4 | ) | 127.4 | |||||
| Effect of foreign currency rate changes on cash, cash equivalents and restricted cash |
(13.6 | ) | 58.1 | |||||
| Cash, cash equivalents and restricted cash at beginning of period |
1,799.3 | 1,273.0 | ||||||
|
|
|
|
|
|||||
| Cash, cash equivalents and restricted cash at end of period |
$ | 1,656.3 | $ | 1,458.5 | ||||
|
|
|
|
|
|||||
7
Accelerant Holdings
Financial Information by Segment
(in millions)
(unaudited)
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||
| (in millions) | Exchange Services |
MGA Operations |
Underwriting | Total Segments |
Corporate and Other |
Consolidation and elimination adjustments |
Total | |||||||||||||||||||||
| Revenues |
||||||||||||||||||||||||||||
| Ceding commission income |
$ | — | $ | — | $ | 1.1 | $ | 1.1 | $ | — | $ | 74.0 | $ | 75.1 | ||||||||||||||
| Direct commission income |
||||||||||||||||||||||||||||
| Affiliated entities |
56.5 | 31.4 | — | 87.9 | — | (87.9 | ) | — | ||||||||||||||||||||
| Unaffiliated entities |
54.6 | 37.9 | — | 92.5 | — | — | 92.5 | |||||||||||||||||||||
| Net earned premiums |
— | — | 129.1 | 129.1 | — | — | 129.1 | |||||||||||||||||||||
| Net investment income |
0.7 | 0.8 | 3.7 | 5.2 | 2.0 | — | 7.2 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating revenues |
111.8 | 70.1 | 133.9 | 315.8 | 2.0 | (13.9 | ) | 303.9 | ||||||||||||||||||||
| Losses and loss adjustment expenses |
— | — | 71.7 | 71.7 | — | — | 71.7 | |||||||||||||||||||||
| Amortization of deferred acquisition costs |
— | — | 48.4 | 48.4 | — | (13.6 | ) | 34.8 | ||||||||||||||||||||
| General and administrative expenses |
37.8 | 39.8 | 11.9 | 89.5 | 22.6 | (7.8 | ) | 104.3 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Adjusted EBITDA |
$ | 74.0 | $ | 30.3 | $ | 1.9 | $ | 106.2 | $ | (20.6 | ) | $ | 7.5 | $ | 93.1 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net realized gains on investments |
|
26.0 | ||||||||||||||||||||||||||
| Net unrealized gains on investments |
|
27.0 | ||||||||||||||||||||||||||
| Share-based compensation expenses |
|
(25.2 | ) | |||||||||||||||||||||||||
| Interest expenses |
|
(2.4 | ) | |||||||||||||||||||||||||
| Depreciation and amortization |
|
(10.4 | ) | |||||||||||||||||||||||||
| Net foreign exchange gains |
|
6.1 | ||||||||||||||||||||||||||
| Other expenses |
|
(26.8 | ) | |||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
| Income before income taxes |
|
$ | 87.4 | |||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
8
Accelerant Holdings
Financial Information by Segment (continued)
(in millions)
(unaudited)
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||
| (in millions) | Exchange Services |
MGA Operations |
Underwriting | Total Segments |
Corporate and Other |
Consolidation and elimination adjustments |
Total | |||||||||||||||||||||
| Revenues |
||||||||||||||||||||||||||||
| Ceding commission income |
$ | — | $ | — | $ | 29.6 | $ | 29.6 | $ | — | $ | 72.0 | $ | 101.6 | ||||||||||||||
| Direct commission income |
||||||||||||||||||||||||||||
| Affiliated entities |
69.0 | 39.0 | — | 108.0 | — | (108.0 | ) | — | ||||||||||||||||||||
| Unaffiliated entities |
15.6 | 18.6 | — | 34.2 | — | — | 34.2 | |||||||||||||||||||||
| Net earned premiums |
— | — | 70.6 | 70.6 | — | — | 70.6 | |||||||||||||||||||||
| Net investment income |
1.1 | 0.9 | 9.7 | 11.7 | 1.1 | — | 12.8 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating revenues |
85.7 | 58.5 | 109.9 | 254.1 | 1.1 | (36.0 | ) | 219.2 | ||||||||||||||||||||
| Losses and loss adjustment expenses |
— | — | 51.3 | 51.3 | — | — | 51.3 | |||||||||||||||||||||
| Amortization of deferred acquisition costs |
— | — | 27.9 | 27.9 | — | (9.7 | ) | 18.2 | ||||||||||||||||||||
| General and administrative expenses |
30.0 | 33.8 | 14.8 | 78.6 | 16.4 | (8.9 | ) | 86.1 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Adjusted EBITDA |
$ | 55.7 | $ | 24.7 | $ | 15.9 | $ | 96.3 | $ | (15.3 | ) | $ | (17.4 | ) | $ | 63.6 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net realized gains on investments |
|
0.4 | ||||||||||||||||||||||||||
| Net unrealized losses on investments |
|
(0.5 | ) | |||||||||||||||||||||||||
| Share-based compensation expenses |
|
(3.0 | ) | |||||||||||||||||||||||||
| Interest expenses |
|
(2.5 | ) | |||||||||||||||||||||||||
| Depreciation and amortization |
|
(8.3 | ) | |||||||||||||||||||||||||
| Net foreign exchange losses |
|
(14.2 | ) | |||||||||||||||||||||||||
| Other expenses |
|
(13.2 | ) | |||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
| Income before income taxes |
|
$ | 22.3 | |||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
9
Accelerant Holdings
Financial Information by Segment (continued)
(in millions)
(unaudited)
| Six months ended June 30, 2026 | ||||||||||||||||||||||||||||
| (in millions) | Exchange Services |
MGA Operations |
Underwriting | Total Segments |
Corporate and Other |
Consolidation and elimination adjustments |
Total | |||||||||||||||||||||
| Revenues |
||||||||||||||||||||||||||||
| Ceding commission income |
$ | — | $ | — | $ | 11.1 | $ | 11.1 | $ | — | $ | 144.5 | $ | 155.6 | ||||||||||||||
| Direct commission income |
||||||||||||||||||||||||||||
| Affiliated entities |
129.2 | 60.2 | — | 189.4 | — | (189.4 | ) | — | ||||||||||||||||||||
| Unaffiliated entities |
81.0 | 62.3 | — | 143.3 | — | — | 143.3 | |||||||||||||||||||||
| Net earned premiums |
— | — | 258.9 | 258.9 | — | — | 258.9 | |||||||||||||||||||||
| Net investment income |
1.6 | 1.7 | 12.9 | 16.2 | 3.1 | — | 19.3 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating revenues |
211.8 | 124.2 | 282.9 | 618.9 | 3.1 | (44.9 | ) | 577.1 | ||||||||||||||||||||
| Losses and loss adjustment expenses |
— | — | 153.5 | 153.5 | — | — | 153.5 | |||||||||||||||||||||
| Amortization of deferred acquisition costs |
— | — | 97.4 | 97.4 | — | (29.0 | ) | 68.4 | ||||||||||||||||||||
| General and administrative expenses |
70.5 | 77.1 | 23.6 | 171.2 | 41.9 | (17.1 | ) | 196.0 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Adjusted EBITDA |
$ | 141.3 | $ | 47.1 | $ | 8.4 | $ | 196.8 | $ | (38.8 | ) | $ | 1.2 | $ | 159.2 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net realized gains on investments |
|
26.1 | ||||||||||||||||||||||||||
| Net unrealized gains on investments |
|
27.0 | ||||||||||||||||||||||||||
| Share-based compensation expenses |
|
(57.3 | ) | |||||||||||||||||||||||||
| Interest expenses |
|
(4.9 | ) | |||||||||||||||||||||||||
| Depreciation and amortization |
|
(20.4 | ) | |||||||||||||||||||||||||
| Net foreign exchange gains |
|
4.2 | ||||||||||||||||||||||||||
| Other expenses |
|
(44.5 | ) | |||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
| Income before income taxes |
|
$ | 89.4 | |||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
10
Accelerant Holdings
Financial Information by Segment (continued)
(in millions)
(unaudited)
| Six months ended June 30, 2025 | ||||||||||||||||||||||||||||
| (in millions) | Exchange Services |
MGA Operations |
Underwriting | Total Segments |
Corporate and Other |
Consolidation and elimination adjustments |
Total | |||||||||||||||||||||
| Revenues |
||||||||||||||||||||||||||||
| Ceding commission income |
$ | — | $ | — | $ | 48.8 | $ | 48.8 | $ | — | $ | 123.5 | $ | 172.3 | ||||||||||||||
| Direct commission income |
||||||||||||||||||||||||||||
| Affiliated entities |
128.0 | 70.5 | — | 198.5 | — | (198.5 | ) | — | ||||||||||||||||||||
| Unaffiliated entities |
26.8 | 35.5 | — | 62.3 | — | — | 62.3 | |||||||||||||||||||||
| Net earned premiums |
— | — | 133.6 | 133.6 | — | — | 133.6 | |||||||||||||||||||||
| Net investment income |
1.7 | 1.8 | 19.7 | 23.2 | 1.8 | — | 25.0 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Operating revenues |
156.5 | 107.8 | 202.1 | 466.4 | 1.8 | (75.0 | ) | 393.2 | ||||||||||||||||||||
| Losses and loss adjustment expenses |
— | — | 96.5 | 96.5 | — | — | 96.5 | |||||||||||||||||||||
| Amortization of deferred acquisition costs |
— | — | 52.7 | 52.7 | — | (17.4 | ) | 35.3 | ||||||||||||||||||||
| General and administrative expenses |
53.8 | 65.0 | 26.3 | 145.1 | 30.9 | (17.0 | ) | 159.0 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Adjusted EBITDA |
$ | 102.7 | $ | 42.8 | $ | 26.6 | $ | 172.1 | $ | (29.1 | ) | $ | (40.6 | ) | $ | 102.4 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net realized gains on investments |
|
2.7 | ||||||||||||||||||||||||||
| Net unrealized gains on investments |
|
1.2 | ||||||||||||||||||||||||||
| Share-based compensation expenses |
|
(5.4 | ) | |||||||||||||||||||||||||
| Interest expenses |
|
(5.1 | ) | |||||||||||||||||||||||||
| Depreciation and amortization |
|
(15.7 | ) | |||||||||||||||||||||||||
| Net foreign exchange losses |
|
(17.3 | ) | |||||||||||||||||||||||||
| Other expenses |
|
(25.0 | ) | |||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
| Income before income taxes |
|
$ | 37.8 | |||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||
11
Accelerant Holdings
Reconciliation of GAAP to Non-GAAP Financial Results
(in millions)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net income |
$ | 80.0 | $ | 13.1 | $ | 75.9 | $ | 20.9 | ||||||||
| Adjustments: |
||||||||||||||||
| Net realized gains on investments |
(26.0 | ) | (0.4 | ) | (26.1 | ) | (2.7 | ) | ||||||||
| Net unrealized (gains) losses on investments |
(27.0 | ) | 0.5 | (27.0 | ) | (1.2 | ) | |||||||||
| Share-based compensation expenses |
25.2 | 3.0 | 57.3 | 5.4 | ||||||||||||
| Other expenses |
26.8 | 13.2 | 44.5 | 25.0 | ||||||||||||
| Tax effect of adjustments to net income (1) |
(9.0 | ) | (3.0 | ) | (16.9 | ) | (3.7 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted net income (2) |
$ | 70.0 | $ | 26.4 | $ | 107.7 | $ | 43.7 | ||||||||
| Adjustments: |
||||||||||||||||
| Add back tax effect of adjustments to net income |
9.0 | 3.0 | 16.9 | 3.7 | ||||||||||||
| Income tax expense |
7.4 | 9.2 | 13.5 | 16.9 | ||||||||||||
| Interest expenses |
2.4 | 2.5 | 4.9 | 5.1 | ||||||||||||
| Depreciation and amortization |
10.4 | 8.3 | 20.4 | 15.7 | ||||||||||||
| Net foreign exchange (gains) losses |
(6.1 | ) | 14.2 | (4.2 | ) | 17.3 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA (2) |
$ | 93.1 | $ | 63.6 | $ | 159.2 | $ | 102.4 | ||||||||
| Total revenues |
356.9 | 219.1 | 630.2 | 397.1 | ||||||||||||
| Less: net realized and unrealized (gains) losses on investments |
(53.0 | ) | 0.1 | (53.1 | ) | (3.9 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating revenues (2) |
$ | 303.9 | $ | 219.2 | $ | 577.1 | $ | 393.2 | ||||||||
| Adjusted EBITDA margin (2) |
31 | % | 29 | % | 28 | % | 26 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted net income (2) |
$ | 70.0 | $ | 26.4 | $ | 107.7 | $ | 43.7 | ||||||||
| Weighted-average shares outstanding - diluted |
219,690,786 | 205,948,671 | 221,095,865 | 205,913,393 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted earnings per diluted share (2) |
$ | 0.32 | $ | 0.13 | $ | 0.49 | $ | 0.21 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | The tax effect of the adjustments to net income for each period presented were calculated using the statutory tax rates for each of our legal entities where such revenue and expense adjustments were incurred, including certain non-taxing jurisdictions. The statutory tax rates used in the calculations were adjusted in instances where our legal entities have applied full valuation allowances to their respective deferred tax assets of unutilized net operating losses. As such, the tax effect for the respective years varies based on the jurisdictional mix of where the revenue and expense adjustment were incurred in each year. |
| (2) | Beginning with first quarter of 2026, Accelerant updated the definitions for the above non-GAAP financial measures to exclude the impact of net realized and unrealized investment gains or losses. Net realized and unrealized investment gains (losses) were $53.0 million and $(0.1) million in the second quarter of 2026 and 2025, respectively, and $53.1 million and $3.9 million in the first six months of 2026 and 2025, respectively. Figures for the second quarter and first six months of 2025 in the table above were recast to reflect the new presentation. |
12
Exhibit 99.2
Accelerant Enters into Definitive Agreement to be Acquired by Thoma Bravo
Accelerant Shareholders to Receive $20.25 per Share in Cash, Representing a 49% Premium to
Accelerant’s Closing Share Price on August 12, 2026
August 13, 2026 — Accelerant (NYSE: ARX), the data-driven risk exchange platform transforming the specialty insurance marketplace through the Accelerant Risk Exchange, today announced that it has entered into a definitive agreement with Thoma Bravo to become a privately held company in an all-cash transaction with an enterprise value of more than $4 billion.
Under the terms of the agreement, Accelerant Class A and Class B stockholders will receive $20.25 per share in cash, representing a 49% premium to Accelerant’s closing share price on August 12, 2026.
“Accelerant has been building the preeminent specialty insurance marketplace since our founding in 2018,” said Jeff Radke, Chairman and CEO of Accelerant. “Returning to private ownership with Thoma Bravo’s technology and software expertise, coupled with its vast financial and strategic resources, will enable us to make investments that further position our unique, data fueled platform to be the rails on which specialty insurance runs.”
“We are pleased to have reached this agreement with Thoma Bravo.” said Karen Meriwether, Chair of the Special Committee. “The Special Committee believes this transaction recognizes the valuable platform and ecosystem that the Accelerant team has built, and provides immediate value to shareholders at a substantial premium.”
“We have immense admiration for Jeff, his team and the business they’ve built,” said A.J. Rohde, Senior Partner at Thoma Bravo. “As the MGA market continues to grow, underwriters are looking for a committed technology-forward partner who can unlock rapid program growth and underwriting innovation. We’ve invested in insurance technology and data businesses for years, and we’re excited to work alongside the entire Accelerant team.”
“Accelerant has built something rare in specialty insurance,” said Matt LoSardo, a Principal at Thoma Bravo. “Its risk exchange connects underwriters with risk capital and gives both sides the data to price risk better than either could alone. We look forward to partnering with Jeff and the team to invest behind the technology, data and capital capacity to support Accelerant’s next phase of growth.”
Transaction Details
The Company’s Board of Directors established a Special Committee comprised solely of independent and disinterested directors to review and consider the transaction. The Special Committee unanimously recommended approving the transaction which was then unanimously approved by Accelerant’s Board of Directors. Under the terms of the agreement, Accelerant Class A and Class B shareholders will receive $20.25 per share in cash. Under certain circumstances, if the closing of the transaction is delayed by certain pending insurance regulatory approvals, shareholders will receive a ticking fee accruing at a rate of 6% per annum for a period specified in the agreement.
The transaction, which is currently expected to close in the first half of 2027, is subject to customary closing conditions, including approval by the shareholders of the Company, and satisfaction of required regulatory approvals. Entities affiliated with Altamont Capital Partners holding shares representing approximately 82% of the Company’s outstanding voting rights have agreed to vote their shares in favor of the transaction. The transaction is not subject to any financing condition as Thoma Bravo has provided an equity commitment to fund the purchase.
Upon completion, Accelerant will become a private company, and its common shares will no longer be listed nor traded on the New York Stock Exchange.
Altamont Capital Partners, Accelerant’s largest investor, and the Company’s founders, intend to retain equity ownership alongside Thoma Bravo, the terms of which will be finalized prior to closing.
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to the Board of Directors of Accelerant. Paul Hastings LLP is serving as U.S. legal counsel, Sidley Austin LLP is serving as special insurance counsel, and Maples Group is serving as Cayman Islands legal counsel to Accelerant. Houlihan Lokey is serving as financial advisor and Conyers Dill & Pearman is serving as legal counsel to the Special Committee. Goodwin Procter LLP is serving as legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP is serving as special insurance counsel and Walkers is serving as Cayman Islands legal counsel to Thoma Bravo. BMO Capital Markets and Wells Fargo are serving as financial advisors to Thoma Bravo. Ropes & Gray LLP is serving as legal counsel to Altamont Capital Partners.
Second Quarter 2026 Results
Accelerant’s second quarter 2026 results will be issued on August 13, 2026. In light of the announcement of the take private agreement, Accelerant will not host an earnings conference call, which was originally scheduled for 8:00 AM Eastern Time on Thursday, August 13, 2026. Accelerant’s second quarter 2026 results will be available on its investor relations website at investor.accelerant.ai.
About Accelerant
Accelerant operates the Accelerant Risk Exchange, a data-driven platform that connects specialty insurance underwriters with risk capital providers through advanced analytics, real-time data, and transparent underwriting insights. The platform supports diversified, low-volatility premium performance and scalable capital deployment across cycles. For more information, visit investor.accelerant.ai or inquire via email at investors@accelerant.ai.
About Thoma Bravo
Thoma Bravo is the world’s largest software-focused investment firm, with more than $172 billion in assets under management as of March 31, 2026. Partnering with some of the world’s most sophisticated investors, Thoma Bravo’s private equity and private credit platforms reflect a focused investment strategy, supported by disciplined execution, deep sector expertise and leadership continuity. Over the past 20-plus years, Thoma Bravo has acquired or invested in approximately 590 companies, representing more than $320 billion of aggregate value (including control and non-control investments, as well as add-on acquisitions). Learn more at thomabravo.com and on LinkedIn.
About Altamont Capital Partners
Founded in 2010, Altamont Capital Partners (“Altamont”) is a private equity firm focused on transforming and scaling lower-middle-market companies across the Financial Services, Industrials and Business Services sectors through significant business-building and value-creation resources. Altamont makes long-term, control investments and partners closely with management teams to execute proven and repeatable platform-building playbooks in sectors where the firm has deep experience and specialized knowledge. Altamont has invested in over 50 companies and currently manages over $4 billion of capital. Altamont is headquartered in Palo Alto, California, with additional offices in San Francisco and Austin, Texas. For more information, visit www.altamontcapital.com.
Additional Information and Where to Find It
This communication is being made in respect of the Agreement and Plan of Merger (the “Merger Agreement”) among Accelerant Holdings, a Cayman Islands exempted company (the “Company”), Cherry Tree BidCo, a Cayman Islands exempted company (“Parent”), and Cherry Tree Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of Parent (“Merger Sub”) and the proposed transaction involving the Company, Parent and Merger Sub (the “Merger”). The Company intends to file with the Securities and Exchange Commission (the “SEC”) a proxy statement (the “Proxy Statement”) in connection with a special meeting of the Company’s shareholders for purposes of approving the transactions contemplated by the Merger Agreement, and other relevant documents in connection therewith. The Company and certain participants in the Merger intend to file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) relating to the proposed Merger, if required. The Company may also file other relevant documents with the SEC regarding the Merger Agreement and the proposed Merger. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC. The definitive Proxy Statement (when available) will be sent or given to the shareholders of the Company and will contain important information about the Merger Agreement and the proposed Merger and related matters. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BY THE COMPANY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER AGREEMENT AND THE PROPOSED MERGER. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov or from the Company’s website at www.accelerant.ai.
Participants in the Solicitation
The Company and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company’s directors and executive officers, including a description of their direct and indirect interests, by security holdings or otherwise, is contained in the “Proposal One Election of Directors,” “Directors,” “Director Compensation,” “Executive Officers,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management” sections of the Company’s proxy statement for its 2026 annual general meeting of shareholders, which was filed with the SEC on March 30, 2026, and will be contained in the Proxy Statement to be filed by the Company. Any changes in the holdings of the Company’s securities by its directors and executive officers from the amounts set forth in the proxy statement for its 2026 annual general meeting of shareholders have been reflected in Forms 3, 4 and 5, filed with the SEC. The Company’s shareholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the Merger, including the interests of the Company’s directors and executive officers in the Merger, which may be different from those of the Company’s shareholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the Merger. You may obtain copies of all documents filed by the Company with the SEC regarding this transaction, free of charge, at the SEC’s website, www.sec.gov or from the Company’s website at www.accelerant.ai.
No Offer
No person has commenced soliciting proxies in connection with the Merger Agreement and the proposed Merger referenced in this press release, and this press release is neither an offer to purchase nor a solicitation of an offer to sell securities.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. Statements contained in this press release other than statements of historical fact are forward-looking statements, including statements regarding the Merger and the other transactions contemplated by the Merger Agreement. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “likely” or “continue,” the negative of these terms and other comparable terminology. These statements are only predictions based on the Company’s expectations and projections about future events as of the date of this press release and are subject to a number of risks, uncertainties and assumptions that may prove incorrect, any of which could cause actual results to differ materially from those expressed or implied by such statements. Important factors, risks and uncertainties that could cause actual results to differ materially from forward-looking statements include but are not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s Class A common shares; (ii) the timing to consummate the Merger, or the occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the Merger Agreement; (iii) the failure to satisfy the conditions to the consummation of the Merger, and the other transactions contemplated thereby; (iv) the risk that a governmental or regulatory approval that may be required for the Merger is not obtained or is obtained subject to conditions that are not anticipated; (v) the effect of the pendency of the Merger on the Company’s business relationships, operating results and business generally; (vi) certain restrictions during the pendency of the Merger that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (vii) risks that the Merger disrupts current plans and operations; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) the
outcome of any legal proceedings that may be instituted against the parties to the Merger Agreement or their respective directors, managers or officers, including the effects of any outcomes related thereto; (x) the Company’s ability to retain, hire and integrate skilled personnel, and maintain relationships with key business partners and customers, and others with whom we do business, in light of the proposed Merger; (xi) unexpected costs, charges or expenses resulting from the Merger; (xii) risks that the benefits of the Merger are not realized when and as expected; and (xiii) those risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 18, 2026. New risks emerge from time to time, and it is not possible for the Company’s management to predict all risks, nor can management assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement the Company makes. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Except as otherwise required by law, the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
For Accelerant
Media Contact
Laurel Pierce
laurel.pierce@teamhighwire.com
Investor Relations
Ray Iardella
Ray.iardella@accelins.com
For Thoma Bravo
Abby Farr
Vice President, Communications & Marketing
+1 646-957-2067
afarr@thomabravo.com
OR
FGS Global
Akash Lodh
+1 202-758-4263
ThomaBravo-US@fgsglobal.com