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Accelevation holders sell 20M IPO shares at $18

The transactions also include a one-for-one unit-and-share conversion and a pro rata distribution to limited partners.

(Very High)

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Form Type
4

Rhea-AI Filing Summary

Accelevation Holdings Corp. (ACCV) had IPO-related ownership transactions dated October 1, 2026. Accelevation Investment Holdings LLC converted 11,988,001 Series B Units, together with an equal number of Class B common shares, into 11,988,001 Class A common shares on a one-for-one basis. Accelevation Cash Pubco Holdings LP and Accelevation Investment Holdings LLC sold 20,000,000 Class A shares at $18 per share in the IPO; the sale comprised 8,011,999 shares from Cash Pubco Holdings and 11,988,001 from Investment Holdings. Accelevation Pubco Holdings LP also distributed 2,808,499 Class A shares pro rata to its limited partners for no consideration. Director Robert S. Morris, who is OGP VIII, LLC’s managing member, was among the reporting persons. The reporting persons disclaim beneficial ownership except to the extent of their respective pecuniary interests.

Insights

Analyzing...

Insider OGP VIII, LLC, Accelevation Pubco Holdings LP, Accelevation Investment Holdings LLC, MORRIS ROBERT S
Role 10% Owner | 10% Owner | 10% Owner | Director, 10% Owner
Sold 20,000,000 shs ($360.00M)
Approx. gross sale proceeds $360.00M
Type Security Shares Price Value
Conversion Series B Units F1, F2, F3, F4 11,988,001 -- --
Conversion Class B Common Stock F1, F2, F3, F4 11,988,001 -- --
Conversion Class A Common Stock F1, F2, F4, F5 11,988,001 -- --
Sale Class A Common Stock F6, F2, F4, F7 20,000,000 $18.00 $360.00M
Other Class A Common Stock F8, F2, F4, F7 2,808,499 $0.00 $0.00
Holdings After Transaction: Series B Units — 104,977,528 contracts (Indirect, See footnotes); Class B Common Stock — 104,977,528 shares (Indirect, See footnotes); Class A Common Stock — 87,213,973 shares (Indirect, See footnotes)
Footnotes (8)
  1. F1. Series B Units of Accelevation Holdings LLC are exchangeable (together with an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis. Series B Units do not expire.
  2. F2. The securities reported as beneficially owned after the reported transactions are consistent with such amounts reflected in the Form 3, filed on September 30, 2026, which gave effect to the transactions in connection with the Issuer's initial public offering, as reported on this Statement.
  3. F3. The reported securities are directly held by Accelevation Investment Holdings LLC ("Investment Holdings"), which is governed by a board of managers.
  4. F4. Olympus Growth Fund VIII Parallel L.P. and Olympus Growth Fund VIII, LP (together, the "Olympus Funds") have the right to appoint or remove the members of the boards of managers of Accelevation Pubco Holdings LP ("Accelevation Pubco Holdings") and Investment Holdings, respectively. OGP VIII, LLC ("OGP VIII") is the sole general partner of each of the Olympus Funds. Robert S. Morris is the Managing Member of OGP VIII, and, in such capacity, has the right to appoint or remove the members of the boards of managers of each of Accelevation Pubco Holdings and Investment Holdings. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its or his pecuniary interest therein.
  5. F5. Consists of 11,988,001 shares of Class A common stock directly held by Investment Holdings and 98,034,471 shares of Class A common stock directly held by Accelevation Pubco Holdings, which is governed by a board of managers.
  6. F6. Represents 8,011,999 shares of Class A common stock sold by Accelevation Cash Pubco Holdings LP ("Cash Holdings") and 11,988,001 shares of Class A common stock sold by Investment Holdings in the Issuer's initial public offering. Shares of Class A common stock sold by Cash Holdings were distributed in a pro rata distribution for no consideration by Accelevation Pubco Holdings to its limited partners.
  7. F7. The reported securities are directly held by Accelevation Pubco Holdings.
  8. F8. Represents shares of Class A common stock distributed in a pro rata distribution for no consideration by Accelevation Pubco Holdings to its limited partners.
Series B Units converted 11,988,001 units October 1, 2026; exchanged with an equal number of Class B common shares for Class A common shares
Class A common shares sold 20,000,000 shares In the initial public offering on October 1, 2026
Sale price $18 per share Class A common shares sold on October 1, 2026
Class A common shares distributed 2,808,499 shares Distributed pro rata to limited partners for no consideration
Series B Units financial
"Series B Units of Accelevation Holdings LLC are exchangeable"
one-for-one basis financial
"exchangeable ... on a one-for-one basis"
pro rata distribution financial
"distributed in a pro rata distribution for no consideration"
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.
pecuniary interest financial
"except to the extent of its or his pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many ACCV shares were sold in the IPO, and at what price?

Accelevation Cash Pubco Holdings LP and Accelevation Investment Holdings LLC sold 20,000,000 Class A common shares at $18 per share on October 1, 2026. The sale comprised 8,011,999 shares sold by Cash Pubco Holdings and 11,988,001 by Investment Holdings. No Rule 10b5-1 plan was reported for the sale.

What did ACCV holders convert on October 1, 2026?

Accelevation Investment Holdings LLC converted 11,988,001 Series B Units, together with an equal number of Class B common shares, into 11,988,001 Class A common shares on a one-for-one basis. The Series B Units do not expire.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
OGP VIII, LLC

(Last)(First)(Middle)
C/O OLYMPUS PARTNERS, METRO CENTER
4TH FLOOR, ONE STATION PLACE

(Street)
STAMFORD CONNECTICUT 06902

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Accelevation Holdings Corp. [ ACCV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class B Common Stock10/01/2026C11,988,001D(1)104,977,528(2)ISee footnotes(3)(4)
Class A Common Stock10/01/2026C11,988,001A(1)110,022,472(2)ISee footnotes(4)(5)
Class A Common Stock10/01/2026S20,000,000(6)D$1890,022,472(2)ISee footnotes(4)(7)
Class A Common Stock10/01/2026J(8)2,808,499D$087,213,973(2)ISee footnotes(4)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series B Units(1)10/01/2026C11,988,001 (1) (1)Class A Common Stock11,988,001(1)104,977,528(2)ISee footnotes(3)(4)
1. Name and Address of Reporting Person*
OGP VIII, LLC

(Last)(First)(Middle)
C/O OLYMPUS PARTNERS, METRO CENTER
4TH FLOOR, ONE STATION PLACE

(Street)
STAMFORD CONNECTICUT 06902

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Accelevation Pubco Holdings LP

(Last)(First)(Middle)
C/O OLYMPUS PARTNERS METRO CENTER,
4TH FLOOR ONE STATION PLACE

(Street)
STAMFORD CONNECTICUT 06902

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Accelevation Investment Holdings LLC

(Last)(First)(Middle)
C/O OLYMPUS PARTNERS METRO CENTER,
4TH FLOOR ONE STATION PLACE

(Street)
STAMFORD CONNECTICUT 06902

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
MORRIS ROBERT S

(Last)(First)(Middle)
C/O OLYMPUS PARTNERS METRO CENTER,
4TH FLOOR ONE STATION PLACE

(Street)
STAMFORD CONNECTICUT 06902

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Series B Units of Accelevation Holdings LLC are exchangeable (together with an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis. Series B Units do not expire.
2. The securities reported as beneficially owned after the reported transactions are consistent with such amounts reflected in the Form 3, filed on September 30, 2026, which gave effect to the transactions in connection with the Issuer's initial public offering, as reported on this Statement.
3. The reported securities are directly held by Accelevation Investment Holdings LLC ("Investment Holdings"), which is governed by a board of managers.
4. Olympus Growth Fund VIII Parallel L.P. and Olympus Growth Fund VIII, LP (together, the "Olympus Funds") have the right to appoint or remove the members of the boards of managers of Accelevation Pubco Holdings LP ("Accelevation Pubco Holdings") and Investment Holdings, respectively. OGP VIII, LLC ("OGP VIII") is the sole general partner of each of the Olympus Funds. Robert S. Morris is the Managing Member of OGP VIII, and, in such capacity, has the right to appoint or remove the members of the boards of managers of each of Accelevation Pubco Holdings and Investment Holdings. By virtue of the relationships described herein, each of the reporting persons may be deemed to beneficially own the securities reported hereby. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its or his pecuniary interest therein.
5. Consists of 11,988,001 shares of Class A common stock directly held by Investment Holdings and 98,034,471 shares of Class A common stock directly held by Accelevation Pubco Holdings, which is governed by a board of managers.
6. Represents 8,011,999 shares of Class A common stock sold by Accelevation Cash Pubco Holdings LP ("Cash Holdings") and 11,988,001 shares of Class A common stock sold by Investment Holdings in the Issuer's initial public offering. Shares of Class A common stock sold by Cash Holdings were distributed in a pro rata distribution for no consideration by Accelevation Pubco Holdings to its limited partners.
7. The reported securities are directly held by Accelevation Pubco Holdings.
8. Represents shares of Class A common stock distributed in a pro rata distribution for no consideration by Accelevation Pubco Holdings to its limited partners.
Remarks:
OGP VIII, LLC, By /s/ Matthew Boyd, by Power of Attorney10/05/2026
Accelevation Pubco Holdings LP /s/ Matthew Boyd, President10/05/2026
Accelevation Investment Holdings LLC /s/ Matthew Boyd, President10/05/2026
/s/ Matthew Boyd, by Power of Attorney for Robert S. Morris10/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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