Accelerant Holdings Form 4 Shows 2.7M-Share Option Grant to Insider

Rhea-AI Filing Summary

Accelerant Holdings (ARX) filed a Form 4 indicating that Co-Founder, Director and Head of Distribution Christopher Lee-Smith received a new stock-option grant on 23 Jul 2025. The option allows him to purchase 2,746,261 Class A common shares at an exercise price of $21 and was reported on 25 Jul 2025.

Vesting terms are service-based: 25 % vests on 23 Jul 2026 (one-year cliff) and the remaining 75 % vests in 6.25 % quarterly installments through 23 Jul 2029. The option expires on 23 Jul 2035. After the transaction, Lee-Smith beneficially owns 2,746,261 derivative securities; no non-derivative share movement was disclosed.

The award strengthens management alignment over a four-year horizon, yet represents potential future dilution of roughly 2.75 million shares should the options be exercised.

Positive

• Long-term alignment: Four-year vesting ties the co-founder's incentives to sustained company performance.
• Retention mechanism: Quarterly vesting after the cliff encourages continued service.

Negative

• Potential dilution: Up to 2.746 M new shares could be added to the float upon exercise, diluting existing shareholders.

Insights

Securities Analyst

TL;DR: Large option grant aligns incentives but adds possible dilution; overall neutral impact.

The 2.75 M options equal a meaningful stake that could motivate performance over the long term. The four-year vesting schedule encourages retention and sustained value creation. However, if fully exercised, the issuance would enlarge the share count, diluting existing holders. No immediate cash or P&L effect occurs until exercise. Absent market-price context or additional share-based awards, the filing is best viewed as routine executive compensation with limited near-term impact.

Corporate Governance Expert

TL;DR: Standard service-based vesting supports retention; governance risk minimal.

The option’s one-year cliff followed by quarterly vesting is conventional and provides clarity on performance expectations. Direct ownership reporting (Form filed by one insider) enhances transparency. There are no red-flag provisions such as accelerated vesting on termination without cause. From a governance standpoint, the structure appears shareholder-friendly, though the scale of the grant warrants monitoring relative to total shares outstanding.

SEC Form 4

FORM 4

UNITED 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lee-Smith Christopher

(Last) (First) (Middle)

UNIT 106, WINDWARD 3

REGATTA OFFICE PARK, WEST BAY ROAD

(Street)

GRAND CAYMAN E9 KY1-1108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Accelerant Holdings [ ARX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Founder, Head of Distrib.

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$21	07/23/2025		A		2,746,261		(1)	07/23/2035	Class A Common Shares	2,746,261	$0	2,746,261	D

Explanation of Responses:

1. Twenty-five percent (25%) of the Class A Common Shares subject to the option vest on July 23, 2026 (the one-year anniversary of the grant date), and the remaining Class A Common Shares subject to the option vest in 6.25% quarterly installments through July 23, 2029 (the four-year anniversary of the grant date), in each case subject to the Reporting Person's continuous service.

	/s/ Robert Hardy, Attorney-in-Fact	07/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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