CCC Intelligent Solutions 8-K: 30 M-share secondary offering completed

Rhea-AI Filing Summary

CCC Intelligent Solutions (CCCS) filed an 8-K disclosing a secondary offering by affiliates of Advent International. On 5 Aug 2025 the company and the selling stockholders entered into an underwriting agreement with Goldman Sachs to sell 30,000,000 CCCS common shares at $9.89 per share. The transaction closed on 7 Aug 2025.

• Proceeds: All shares were sold by the stockholders; the company itself received no cash.
• Dilution: Because the shares were already outstanding, the deal does not increase the share count or alter capital structure.
• Float & liquidity: The sale increases public float, potentially improving trading liquidity.
• Underwriting terms: The agreement contains customary representations, warranties, indemnification and contribution provisions; a copy is filed as Exhibit 1.1.

No other financial statements or guidance were included; the filing is limited to notification of the share sale.

Positive

• No dilution to existing shareholders as shares were sold by current owners.
• Public float increases, which can enhance trading liquidity and index eligibility.

Negative

• Large insider sale by Advent may be perceived as reduced long-term commitment.
• Short-term supply pressure from 30 M additional shares could weigh on share price.

Insights

Securities Analyst

TL;DR: Secondary sell-down expands float; neutral fundamentals, modest overhang risk.

The 30 M-share block represents a sizeable liquidity event but generates no capital for CCCS, leaving leverage and cash untouched. Increased float can ease future index inclusion and reduce bid-ask spreads, yet Advent’s partial exit may be read as waning sponsor commitment. Valuation impact hinges on market absorption of roughly $297 M of stock (30 M × $9.89). The absence of dilution is shareholder-friendly, so net effect is operationally neutral with short-term price pressure possible.

Corporate Governance Expert

TL;DR: Advent trims stake, slightly shifts control dynamics; governance impact modest.

Private-equity sponsored firms often face concentrated ownership. This sale disperses a portion of Advent’s holdings, broadening the shareholder base and incrementally improving governance balance. However, Advent retains board representation, and the underwriting agreement’s customary covenants do not materially alter governance rights. Overall influence softens but remains significant; investors should monitor any subsequent sell-downs.

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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 5, 2025

CCC Intelligent Solutions Holdings Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware		001-39447		98-1546280
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

167 N. Green Street, 9th Floor

Chicago, IL 60607

(Address of Principal Executive Offices, including Zip Code)

(800) 621-8070

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if this 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 each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		CCCS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01 Other Events.

On August 5, 2025, CCC Intelligent Solutions Holdings Inc. (the “Company”) and affiliates of Advent International, L.P. (the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC (the “Underwriters”) relating to the offer and sale (the “Offering”) of 30,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), by the Selling Stockholders at a price to the public of $9.89 per share.

The Offering closed on August 7, 2025. All of the shares of Common Stock were sold by the Selling Stockholders, and the Company did not receive any proceeds from the sale of such shares.

The Underwriting Agreement contains customary representations and warranties. It also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 8.01 by reference.

The Underwriting Agreement and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting Agreement. They are not intended to provide any other factual information about the Company or its subsidiaries or affiliates or equity holders. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and warranties is subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and covenants or any description thereof alone may not describe the actual state of the Company’s affairs or its subsidiaries, affiliates, businesses or equity holders as of the date they were made or at any other time.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of August 5, 2025, by and among CCC Intelligent Solutions Holdings Inc., the Selling Stockholders named in Schedule I thereto and Goldman Sachs & Co. LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

				CCC INTELLIGENT SOLUTIONS HOLDINGS INC.
Date: August 7, 2025
				By:		/s/ Brian Herb
				Name:		Brian Herb
				Title:		Executive Vice President, Chief Financial and Administrative Officer

FAQ

How many CCCS shares were sold in the August 2025 secondary offering?

A total of 30,000,000 common shares were sold by Advent affiliates.

What was the public offering price for CCCS shares?

Shares were priced at $9.89 each.

Did CCC Intelligent Solutions receive any proceeds from the sale?

No. All proceeds went to the selling stockholders; CCCS received none.

Who acted as underwriter for the CCCS share sale?

The sole underwriter was Goldman Sachs & Co. LLC.

When did the secondary offering close?

The transaction closed on August 7, 2025.

Does the underwriting agreement include indemnification clauses?

Yes, it contains customary indemnification and contribution provisions among the parties.