Accelerant Holdings (ARX) agrees to $20.25-per-share Thoma Bravo buyout after strong Q2

Q: How did Accelerant Holdings (ARX) perform financially in Q2 2026?

In Q2 2026, Accelerant reported total revenues of $356.9 million and net income of $80.0 million . Adjusted EBITDA was $93.1 million with a 31% margin, and adjusted net income reached $70.0 million , reflecting materially stronger profitability than the prior-year quarter.

Q: What growth did Accelerant Holdings (ARX) report in Exchange Written Premium?

Exchange Written Premium for Q2 2026 was $1,322.3 million , representing a 23% year-over-year growth rate. Trailing twelve months premiums were $4.6 billion , underscoring the scale and expansion of Accelerant’s specialty insurance risk exchange platform.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Accelerant Holdings entered into a definitive agreement to be acquired by Thoma Bravo in an all-cash Merger valuing the company at over $4 billion. Class A and Class B shareholders will receive $20.25 per share, a 49% premium to the August 12, 2026 closing price. Entities affiliated with Altamont Capital Partners holding approximately 82% of outstanding voting rights agreed to vote in favor, and the deal is expected to close in the first half of 2027, subject to shareholder and regulatory approvals. If closing is delayed by certain insurance approvals, a ticking fee of 6% per annum will accrue for a specified period. For the quarter ended June 30, 2026, Accelerant reported total revenues of $356.9 million and net income of $80.0 million. Exchange Written Premium reached $1,322.3 million, with a 23% growth rate and trailing twelve months premiums of $4.6 billion. Adjusted EBITDA was $93.1 million with a 31% adjusted EBITDA margin, and adjusted net income was $70.0 million. Operating cash flow for the first six months of 2026 was $(90.0) million, and cash, cash equivalents and restricted cash totaled $1,656.3 million at June 30, 2026. The company cancelled its earnings call and is not providing 2026 guidance due to the pending transaction.

Positive

Take-private at significant premium: Thoma Bravo will acquire Accelerant for $20.25 per share in cash, a 49% premium to the August 12, 2026 closing price, with an enterprise value of more than $4 billion.
Strong Q2 2026 profitability: Net income was $80.0 million versus $13.1 million a year earlier, and adjusted EBITDA rose to $93.1 million with a 31% margin, indicating materially higher earnings.
Robust revenue and premium growth: Q2 2026 total revenues reached $356.9 million compared with $219.1 million in Q2 2025, while Exchange Written Premium grew 23% year-over-year to $1,322.3 million.
Major shareholder support: Entities affiliated with Altamont Capital Partners, holding roughly 82% of outstanding voting rights, agreed to vote their shares in favor of the Merger, reducing execution risk.
Potential incremental consideration: If closing is delayed by certain insurance regulatory approvals, shareholders receive a 6% per annum ticking fee for a specified period, enhancing economics if timing extends.

Negative

Negative operating cash flow: Net cash used in operating activities for the first six months of 2026 was $(90.0) million, compared with $309.3 million provided in the prior-year period, signaling a material swing in cash generation.
Merger execution and regulatory risks: Completion of the Thoma Bravo acquisition depends on shareholder approval and multiple regulatory approvals, and the company cites risks that the Merger may not be completed or could be delayed.
No guidance and cancelled call: The company cancelled its Q2 2026 earnings conference call and will not provide guidance for Q3 or full-year 2026 due to the pending transaction, reducing forward-looking visibility.

Filing Explained

The merger remains proposed: a proxy statement and any required Schedule 13E-3 still precede the shareholder vote and regulatory approvals.

The proposed merger has not closed or begun proxy solicitation, so Accelerant’s Class A common shares remain listed on the NYSE while the shareholder vote and required regulatory approvals are pending.

The company intends to file a proxy statement for a special shareholder meeting and may file a Schedule 13E-3 if required; those later documents, rather than this communication, are expected to provide fuller merger details and information about participants’ interests.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Offer price per share: $20.25 per share Offer premium: 49% Q2 2026 total revenues: $356.9 million +5 more

8 metrics

Offer price per share $20.25 per share Cash consideration for each Class A and Class B share under Merger Agreement

Offer premium 49% Premium to Accelerant’s closing share price on August 12, 2026

Q2 2026 total revenues $356.9 million Three months ended June 30, 2026

Q2 2026 net income $80.0 million Three months ended June 30, 2026

Q2 2026 adjusted EBITDA $93.1 million Non-GAAP metric for three months ended June 30, 2026

Q2 2026 Exchange Written Premium $1,322.3 million Three months ended June 30, 2026; 23% growth rate

Operating cash flow H1 2026 $(90.0) million Net cash used in operating activities, six months ended June 30, 2026

Cash and restricted cash $1,656.3 million Cash, cash equivalents and restricted cash at June 30, 2026

Key Terms

Exchange Written Premium, Adjusted EBITDA, ticking fee, Schedule 13E-3, +2 more

6 terms

Exchange Written Premium financial

"Exchange Written Premium grew 23% year-over-year and trailing twelve months premiums are now $4.6 billion."

Exchange written premium is the total amount of insurance premium an insurer records from policies sold through a public marketplace or exchange during a given period. Investors care because it shows how much revenue an insurer is gaining from that specific sales channel, reveals customer volume and pricing trends on the exchange, and helps assess growth, market share and the cost-effectiveness of acquiring customers—much like tracking sales made through a particular online store versus all sales overall.

Adjusted EBITDA financial

"Adjusted EBITDA (1) $ 93.1 $ 63.6 $ 159.2 $ 102.4"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

ticking fee financial

"shareholders will receive a ticking fee accruing at a rate of 6% per annum"

A ticking fee is a charge that accrues over time when one party has committed to a deal but the transaction has not yet closed; it compensates the other side for the cost and risk of the delay. For investors, it matters because it raises the effective cost of a transaction and signals how long completion may take—like paying a small ongoing rent while waiting for a house sale to finish, which can affect returns and deal judgment.

Schedule 13E-3 regulatory

"intend to file a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) relating to the proposed Merger"

Schedule 13E-3 is a formal SEC filing that companies or their insiders must submit when proposing a buyout that would take a public company private or is otherwise a management-led purchase. It lays out who is behind the deal, the money and terms involved, any potential conflicts of interest, and independent fairness analysis so shareholders can assess whether the offer is fair—like the rulebook and disclosure packet you’d get before agreeing to sell your home.

special committee regulatory

"The Company’s Board of Directors established a Special Committee comprised solely of independent and disinterested directors"

A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.

non-GAAP financial measures financial

"In assessing the performance of our business, non-GAAP financial measures are used that are derived from our consolidated financial information"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

Earnings Snapshot

Total revenues Q2 2026: $356.9 million · Guidance included

Quarter and six months ended June 30, 2026

Total revenues Q2 2026 $356.9 million Higher than Q2 2025 total revenues of $219.1 million

Net income Q2 2026 $80.0 million Higher than Q2 2025 net income of $13.1 million

Adjusted EBITDA Q2 2026 $93.1 million Higher than Q2 2025 adjusted EBITDA of $63.6 million

Exchange Written Premium Q2 2026 $1,322.3 million Exchange written premium growth rate of 23% year-over-year

Adjusted net income Q2 2026 $70.0 million Higher than Q2 2025 adjusted net income of $26.4 million

Guidance

The company stated it will not provide guidance for the third quarter of 2026 or the full year 2026 due to the pending Thoma Bravo transaction.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/13/2026 - 07:58 AM Accepted by SEC EDGAR 08/13/2026 - 07:57 AM

FAQ

What are the key terms of Accelerant Holdings (ARX) acquisition by Thoma Bravo?

Accelerant will be acquired by Thoma Bravo in an all-cash deal valuing the company at over $4 billion. Shareholders will receive $20.25 per share, a 49% premium to the August 12, 2026 closing price, with closing expected in the first half of 2027.

How did Accelerant Holdings (ARX) perform financially in Q2 2026?

In Q2 2026, Accelerant reported total revenues of $356.9 million and net income of $80.0 million. Adjusted EBITDA was $93.1 million with a 31% margin, and adjusted net income reached $70.0 million, reflecting materially stronger profitability than the prior-year quarter.

What growth did Accelerant Holdings (ARX) report in Exchange Written Premium?

Exchange Written Premium for Q2 2026 was $1,322.3 million, representing a 23% year-over-year growth rate. Trailing twelve months premiums were $4.6 billion, underscoring the scale and expansion of Accelerant’s specialty insurance risk exchange platform.

How will major shareholders of Accelerant Holdings (ARX) vote on the Merger?

Entities affiliated with Altamont Capital Partners, holding shares representing approximately 82% of Accelerant’s outstanding voting rights, have agreed to vote in favor of the Merger, providing substantial support for the proposed transaction with Thoma Bravo.

What happens if the Accelerant (ARX) transaction closing is delayed by regulatory approvals?

If closing is delayed by certain pending insurance regulatory approvals, shareholders will receive a ticking fee accruing at 6% per annum for a specified period under the agreement, potentially increasing total consideration if regulatory review extends.

Did Accelerant Holdings (ARX) generate positive operating cash flow in early 2026?

For the six months ended June 30, 2026, Accelerant reported net cash used in operating activities of $(90.0) million. This contrasts with $309.3 million of net cash provided by operating activities in the same period of 2025, indicating a significant change.

Will Accelerant Holdings (ARX) continue providing earnings guidance and calls during the Merger process?

No. The company cancelled its Q2 2026 earnings conference call and stated it will not provide guidance for Q3 2026 or the full year 2026, citing the pending Thoma Bravo transaction and focusing communications on required Merger-related disclosures.

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 Symbol	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.”

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⁾
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.


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:

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:

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.

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:

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;

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.

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
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

Total revenues		356.9			219.1			630.2			397.1
Expenses
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

Total expenses		269.5			196.8			540.8			359.3

Income before income taxes		87.4			22.3			89.4			37.8
Income tax expense		(7.4	)		(9.2	)		(13.5	)		(16.9	)

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	)

Net income attributable to Accelerant common shareholders	$	78.7		$	8.8		$	73.5		$	15.3

Net income attributable to Accelerant per common share:
Basic	$	0.36		$	0.05		$	0.33		$	0.09
Diluted	$	0.36		$	0.04		$	0.33		$	0.07
Weighted-average common shares outstanding:
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

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
Investments
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

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

Total assets	$	8,943.3		$	8,263.1

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

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

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

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

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

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

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.

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

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

FGS Global

Akash Lodh

+1 202-758-4263

ThomaBravo-US@fgsglobal.com

Source: View Original Filing on SEC EDGAR

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Accelerant Holdings (ARX) agrees to $20.25-per-share Thoma Bravo buyout after strong Q2

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