CCC Intelligent Solutions agrees to $7.75-a-share sale

Stockholder approval and regulatory waiting periods remain conditions, and CCC expects the all-cash transaction to close in the first quarter of 2027.

Rhea-AI Filing Summary

CCC Intelligent Solutions Holdings Inc. agreed to be acquired by Mozart Parent, LLC, with Mozart Merger Sub (DE), Inc. merging into CCC and CCC surviving as Parent’s wholly owned subsidiary. The announced buyer consortium is led by GTCR and includes Elliott. At the effective time, each outstanding common share, subject to stated exclusions, is to convert into $7.75 in cash without interest. The transaction has an approximately $6.1 billion enterprise value and stated premiums of approximately 44% to CCC’s unaffected July 9, 2026 closing price and approximately 59% to its 30-day average price as of that date.

CCC expects completion in the first quarter of 2027, subject to stockholder approval and customary conditions, including regulatory waiting periods; the agreement has no financing condition. CCC will remain publicly traded and operate independently until closing. Options below $7.75 receive cash based on the difference between $7.75 and the exercise price; options priced at or above $7.75 are canceled for no consideration. Unvested restricted stock, RSUs and PSUs generally become restricted cash awards subject to vesting terms. In specified circumstances, termination fees of $149,520,000 are payable by CCC and $313,992,000 by Parent.

1 point · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 0 points

How the balance works

Positive

• Major point$7.75 per share cash offer; stated premiums were approximately 44% and 59%.

Negative

• None.

Filing Explained

Unvested awards retain vesting terms, with specified acceleration and a target-or-actual performance test for unvested performance awards.

CCC’s unvested awards retain vesting terms, with specified acceleration triggers and a target-or-actual performance test for unvested performance awards.

CEO Githesh Ramamurthy and President Tim Welsh agreed to vote all shares they hold for the merger and against alternative proposals, and to contribute certain shares to Mozart Topco for equity immediately before closing; those agreements end if the merger agreement terminates.

Unvested restricted-stock and restricted-stock-unit awards generally remain subject to their original terms, with full acceleration for specified qualifying terminations within 24 months after closing or a good-leaver termination at any time after closing.

For unvested performance-stock-unit awards, the share count is based on the greater of actual performance through closing or target performance, multiplied by the $7.75 per-share price; the resulting cash award remains subject to award terms.

Parent and Merger Sub obtained equity, preferred-equity and debt commitment letters to fund the merger consideration, repay existing CCC debt and cover related fees and expenses.

If the merger has not closed by April 14, 2027, either party may terminate the agreement.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Cash consideration per share: $7.75 per share Enterprise value: approximately $6.1 billion Premium to unaffected closing price: approximately 44% +4 more

7 metrics

Cash consideration per share $7.75 per share For each eligible common share at the merger’s effective time

Enterprise value approximately $6.1 billion All-cash transaction

Premium to unaffected closing price approximately 44% CCC closing stock price on July 9, 2026

Premium to 30-day average price approximately 59% 30-day average price as of July 9, 2026

CCC termination fee $149,520,000 Payable to Parent in specified termination circumstances

Parent termination fee $313,992,000 Payable to CCC in specified termination circumstances

Expected closing First quarter of 2027 Subject to customary closing conditions

Key Terms

Per Share Price, restricted cash award, Rollover Agreement, Company Material Adverse Effect, +1 more

5 terms

Per Share Price financial

"the “Per Share Price”"

restricted cash award financial

"converted into a restricted cash award"

Rollover Agreement financial

"each, a “Rollover Agreement” with Mozart Topco, LP"

Company Material Adverse Effect regulatory

"no Company Material Adverse Effect having occurred"

A company material adverse effect is a significant, harmful change in a company’s business, financial condition, or operations that makes it much less valuable or viable. Investors care because this kind of change can trigger contract protections, delay or cancel deals, and often leads to a sharp re-evaluation of the stock — like discovering a serious health problem that suddenly changes future prospects and insurance coverage.

Hart-Scott-Rodino Antitrust Improvements Act regulatory

"waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act"

A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.

FAQ

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

How much are CCC shareholders getting in the acquisition?

CCC stockholders are to receive $7.75 in cash for each eligible share of common stock, without interest, if the merger closes. The announcement states this is approximately a 44% premium to CCC’s unaffected closing stock price on July 9, 2026, and approximately a 59% premium to the 30-day average price as of that date.

When is the CCC acquisition expected to close?

CCC expects the transaction to close in the first quarter of 2027, subject to customary closing conditions, including required regulatory approvals and CCC stockholder approval. The transaction is not subject to a financing condition, and CCC will remain publicly traded and operate independently until closing.

What termination fees are included in the CCC merger agreement?

CCC is required to pay Parent a $149,520,000 termination fee in specified circumstances, including if the board changes its recommendation or CCC terminates to enter a definitive agreement for a Superior Proposal. Parent is required to pay CCC $313,992,000 in other specified circumstances, including failure to close after all closing conditions are satisfied or waived.

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

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Available on EDGAR 10/15/2026 - 08:17 AM EDT Accepted by SEC EDGAR 10/15/2026 - 08:16 AM EDT Learn about SEC filing dates

false 0001818201 0001818201 2026-10-14 2026-10-14

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): October 14, 2026

CCC Intelligent Solutions Holdings Inc.

(Exact name of Registrant as Specified in Its 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, Illinois		60607
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 621-8070

Not Applicable

(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 each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		CCC		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 (§ 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 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger

On October 14, 2026, CCC Intelligent Solutions Holdings Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mozart Parent, LLC, a Delaware limited liability company (“Parent”), and Mozart Merger Sub (DE), Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Subject to the terms of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger will be effected under the General Corporation Law of the State of Delaware (the “DGCL”).

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”) (including, for the avoidance of doubt, any SPAC Merger Earnout Shares (as defined in the Merger Agreement) issued pursuant to the Merger Agreement and any Sponsor Earnout Shares (as defined in the Merger Agreement)) that is issued and outstanding as of immediately prior to the Effective Time, other than (i) shares of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries (including Merger Sub), in each case as of immediately prior to the Effective Time, (ii) shares of Company Common Stock as to which appraisal rights have been properly exercised in accordance with the DGCL, and (iii) shares of Company Common Stock that are Company RSAs (as defined below), will be converted into the right to receive $7.75 per share in cash, without interest (the “Per Share Price”).

The board of directors of the Company (the “Board”) has unanimously approved (with respect to all directors present) and determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger, upon the terms and subject to the conditions set forth therein, and resolved to recommend that the stockholders of the Company adopt the Merger Agreement.

Treatment of Company Equity Awards and Company ESPP

At the Effective Time, each option to purchase shares of Company Common Stock (“Company Option”) that is outstanding and unexercised immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the total number of shares of Company Common Stock subject to such Company Option and (b) the excess, if any, of the Per Share Price over the exercise price per share of such Company Option, less applicable withholding taxes. Each Company Option with an exercise price per share equal to or greater than the Per Share Price will be cancelled for no consideration.

Each award of restricted stock of the Company (“Company RSA”) that is outstanding and unvested immediately prior to the Effective Time will be converted into a restricted cash award representing the right to receive an amount in cash equal to the Per Share Price, subject to the same terms and conditions (including, except as otherwise provided in the Merger Agreement, vesting, forfeiture, acceleration, settlement and payment terms) as applied to the corresponding unvested Company RSA immediately prior to the Effective Time.

Each award of restricted stock units of the Company (“Company RSU”) that is outstanding and vested (but unsettled) immediately prior to the Effective Time (including as a result of the consummation of the Merger) will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time. Each Company RSU that is outstanding and unvested immediately prior to the Effective

Time will be converted into a restricted cash award representing the right to receive an amount in cash equal to the product of (x) the Per Share Price and (y) the number of shares of Company Common Stock subject to such unvested Company RSU, subject to the same terms and conditions (including, except as otherwise provided in the Merger Agreement, vesting, forfeiture, acceleration, settlement and payment terms).

Each award of performance stock units of the Company (“Company PSU”) that is outstanding and vested immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the number of shares of Company Common Stock subject to such Company PSU, calculated based on actual performance achievement through the end of the applicable performance period. Each Company PSU that is outstanding and unvested immediately prior to the Effective Time will be converted into a restricted cash award representing the right to receive an amount in cash equal to the product of (x) the number of shares of Company Common Stock subject to such unvested Company PSU calculated based on the greater of (i) actual performance through the Effective Time and (ii) target-level performance and (y) the Per Share Price, subject to the same terms and conditions (including, except as otherwise provided in the Merger Agreement, vesting, forfeiture, acceleration, settlement and payment terms).

Restricted cash awards resulting from the conversion of unvested Company RSAs, Company RSUs and Company PSUs will generally remain subject to the same vesting schedule applicable to the original award, with full acceleration of vesting upon a termination of the holder’s employment or service without cause, a resignation by the holder for good reason, or a termination due to the holder’s death or disability, in each case within 24 months following the Effective Time, or upon a “good leaver” termination of the holder at any time following the Effective Time.

In addition, the Company’s employee stock purchase plan (the “Company ESPP”) will be terminated immediately prior to the Effective Time in accordance with the terms of the Merger Agreement.

Conditions to the Merger and Other Terms of the Merger Agreement

The Merger Agreement contains customary representations, warranties and covenants of the Company, Parent, and Merger Sub, including, among others, the agreement by the Company to use its commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business during the period between execution of the Merger Agreement and the Effective Time and covenants prohibiting the Company from engaging in certain kinds of activities during such period without the consent of Parent and obligating the Company to take certain actions, including to convene and hold a meeting of its stockholders to consider and vote upon the Merger, to obtain regulatory consents, and, subject to certain customary exceptions, for its Board to recommend that its stockholders approve and adopt the Merger Agreement.

The consummation of the Merger (the “Closing”) is subject to customary closing conditions, including: (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon; (ii) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of any law, injunction or order prohibiting the consummation of the Merger; (iv) the accuracy of the representations and warranties of the parties (subject to customary materiality qualifiers); (v) the performance or compliance in all material respects by the other party with its obligations under the Merger Agreement; and (vi) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement.

The Merger Agreement contains customary non-solicitation covenants that prohibit the Company from soliciting competing proposals or entering into discussions concerning, or providing confidential

information in connection with, certain proposals for an alternative transaction. These non-solicitation covenants allow the Company, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information to, and engage in discussions and negotiations with, third parties in response to an unsolicited acquisition proposal. The Board also may change its recommendation to the holders of Company Common Stock to adopt the Merger Agreement in response to a “Superior Proposal” or an “Intervening Event” (each as defined in the Merger Agreement) if the Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that the failure to take such action would reasonably be likely to be inconsistent with the fiduciary duties of the Board under applicable law.

Termination

The Merger Agreement may be terminated at any time prior to the Effective Time: (i) by mutual written consent of the Company and Parent; (ii) by either the Company or Parent if a law or order permanently restraining, enjoining or otherwise prohibiting the Merger becomes final and non-appealable; (iii) by either the Company or Parent if the Merger has not been consummated on or before April 14, 2027 (the “Termination Date”); (iv) by either the Company or Parent if the stockholder approval is not obtained at a duly convened stockholders’ meeting; (v) by either the Company or Parent if the other party has breached any of its representations, warranties, covenants or agreements in the Merger Agreement and such breach has caused the closing conditions not to be satisfied, and such breach is not curable or has not been cured within the applicable cure period; (vi) by Parent, prior to receipt of stockholder approval, if the Board changes its recommendation in favor of the Merger; (vii) by the Company, prior to receipt of stockholder approval, to enter into a definitive agreement with respect to a Superior Proposal; and (viii) by the Company, if all conditions to the Merger have been satisfied or waived, the Company has irrevocably confirmed to Parent that it is prepared to consummate the Closing and Parent fails to consummate the Closing by the date that is three business days after the later of (x) the date on which Parent is required to consummate the Closing pursuant to the Merger Agreement and (y) the date of such notice.

The Company is required to pay Parent a termination fee of $149,520,000 on termination of the Merger Agreement under specified circumstances, including, among others, termination by Parent in the event that the Board changes its recommendation in favor of the Merger or termination by the Company to enter into a definitive agreement providing for a Superior Proposal. Parent is required to pay a termination fee of $313,992,000 to the Company upon termination of the Merger Agreement under other specified circumstances, including, among others, under circumstances where Parent fails to close the Merger when all of the closing conditions have been satisfied or waived.

A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub or Parent. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of the Merger Agreement, were solely for the benefit of the parties to the Merger Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement may be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and are qualified by information in confidential disclosure schedules provided by the parties thereto in connection with the signing of the Merger Agreement. These disclosure schedules include information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, Merger Sub and Parent, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the Company, Merger Sub or Parent.

Financing of the Merger

Parent and Merger Sub have obtained equity commitment letters, a preferred equity commitment letter, and a debt commitment letter to provide financing sufficient to pay the aggregate merger consideration, repay existing indebtedness of the Company and its subsidiaries, and pay related fees and expenses at the closing of the Merger in the amounts set forth therein for the purpose of financing the transaction. The obligations of Parent and Merger Sub to consummate the Merger are not subject to a financing condition.

Concurrently with the execution of the Merger Agreement, certain affiliates of Parent and Merger Sub have delivered limited guarantees in favor of the Company guaranteeing certain payment obligations of Parent and Merger Sub under the Merger Agreement, including, among other things, the payment of the Parent Termination Fee.

Pursuant to the Merger Agreement, the Company is required to use reasonable best efforts to provide Parent with customary cooperation in connection with the preferred equity financing and the debt financing.

Rollover and Support Agreements

Concurrent with the execution of the Merger Agreement, Githesh Ramamurthy, the Company’s Chairman and Chief Executive Officer, and Tim Welsh, the Company’s President (together, the “Rollover Investors”), each entered into a Rollover and Support Agreement (each, a “Rollover Agreement”) with Mozart Topco, LP (“Topco”), an affiliate of Parent. Pursuant to the Rollover Agreements, each Rollover Investor agreed, until the earlier of the termination of the Merger Agreement and the Effective Time, to vote (or act by written consent with respect to) all shares of Company Common Stock held by such Rollover Investor in favor of the adoption of the Merger Agreement and against any alternative acquisition proposal and certain other actions that would reasonably be expected to impede or delay the Merger. In addition, each Rollover Investor agreed, subject to the terms and conditions of the Rollover Agreements, to contribute certain shares of Company Common Stock held by such Rollover Investor to Topco immediately prior to the Effective Time in exchange for equity interests of Topco. The Rollover Agreements will terminate automatically if the Merger Agreement is terminated.

Item 7.01 Regulation FD Disclosure.

On October 15, 2026, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of October 14, 2026, by and among Mozart Parent, LLC, Mozart Merger Sub (DE), Inc., and CCC Intelligent Solutions Holdings Inc.*
99.1		Joint Press Release, dated October 15, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements in this communication include, but are not limited to, statements regarding the proposed transaction, the expected timing of completion of the transaction, the ability of the parties to consummate the transaction and the satisfaction of the conditions precedent to the consummation of the transaction, including the receipt of stockholder approval, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the expected benefits of the transaction.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive transaction documents, including circumstances requiring payment of a termination fee pursuant to the definitive transaction documents; the failure to obtain stockholder approval of the transaction or the failure to satisfy other conditions to completion of the transaction; the risk that regulatory approvals required for the transaction may not be obtained in a timely manner or at all, or may be obtained subject to conditions that are not anticipated or that could adversely affect Parent or the Company or the expected benefits of the transaction; the failure to satisfy the other conditions to the consummation of the transaction on a timely basis or at all; risks related to the disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally; the risk that the transaction may not be completed in the time frame expected by the parties or at all; the risk that any announcements relating to the transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs, expenses, liabilities or delays resulting from the transaction; the risk of any litigation related to the transaction; the possibility that competing offers will be made; the risk that certain restrictions during the pendency of the proposed transaction may impact the Company’s ability to pursue certain business opportunities or strategic transactions and various other risks that could cause future results to differ from those expressed by the forward-looking statements included in this communication that are described in the Company’s reports filed with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequently filed Quarterly Reports on

Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

Additional Information and Where to Find It

This communication is being made in respect of the proposed acquisition of the Company by affiliates of Parent and related transactions (collectively, the “proposed transaction”). In accordance with the definitive transaction documents, a meeting of the stockholders of the Company will be announced as promptly as practicable to seek the Company’s stockholder approval in connection with the proposed transaction. The Company intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement (the “Proxy Statement”) will be mailed to the Company’s stockholders. This communication is not a substitute for the Proxy Statement or any other document that may be filed by the Company with the SEC or sent to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY DECISION, THE COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PARENT AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copy of the Proxy Statement (when available) as well as other documents filed by the Company with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at https://ir.cccis.com or by contacting the Company’s investor relations department at IR@cccis.com.

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of the Company, including a description of their beneficial ownership of the Company’s securities, is set forth in the Company’s proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 7, 2026 (the “Annual Meeting Proxy Statement”). To the extent the holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Forms 3, 4 and 5 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, in the proposed transaction will be contained in the Proxy Statement and in other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obtain these documents (when they become available) as described above.

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.

				CCC INTELLIGENT SOLUTIONS HOLDINGS INC.
Date: October 15, 2026				By:		/s/ Githesh Ramamurthy
				Name:		Githesh Ramamurthy
				Title:		Chairman and Chief Executive Officer

Exhibit 99.1

CCC Intelligent Solutions Signs Definitive Agreement to Be Acquired by GTCR and Elliott

Stockholders to Receive $7.75 Per Share in Cash

CHICAGO, October 15, 2026 (GLOBE NEWSWIRE) — CCC Intelligent Solutions Holdings Inc. (NASDAQ: CCC) (“CCC” or the “Company”), a leading SaaS and AI platform provider for the multi-trillion-dollar insurance economy, today announced that it has entered into a definitive agreement to be acquired by a consortium of private investment firms led by GTCR, and including Elliott Investment Management L.P. (together with its affiliates, “Elliott”), in an all-cash transaction with an enterprise value of approximately $6.1 billion.

Under the terms of the agreement, CCC stockholders will receive $7.75 in cash for each share of CCC common stock, representing a premium of approximately 44% to CCC’s unaffected closing stock price on July 9, 2026, the last trading day prior to media speculation regarding a potential sale of the Company, and a premium of approximately 59% to the 30-day average price as of July 9, 2026.

Based in Chicago, CCC connects more than 35,000 businesses across the insurance economy. Drawing on 40 years of industry data and over a decade of AI embedded into mission-critical workflows, CCC helps customers improve decision-making, efficiency and outcomes across the claims and repair lifecycle.

“Throughout CCC’s history, we have helped customers navigate growing complexity and achieve better outcomes through technology and innovation,” said Githesh Ramamurthy, Chairman & CEO of CCC. “With GTCR and Elliott’s experience and resources, we will continue to build on our momentum and extend our leadership. Together, we will accelerate the AI and agentic capabilities our customers want from us, expand the network at the center of our platform, and continue to develop and build our world class team. I am deeply grateful to our employees for their dedication and commitment to our customers, and I am excited for all that we will accomplish together in this next chapter.”

Ramamurthy added, “Today’s announcement follows a thorough review of strategic options with assistance from our financial and legal advisors. Our Board of Directors is confident this transaction recognizes the strength of the business our team has built while delivering immediate and premium cash value to our stockholders.”

“We have followed CCC for years and believe the Company is uniquely positioned to support their customers as they increasingly adopt AI solutions to improve decision making and efficiency across the claims and repair lifecycle,” said Mark Anderson, Managing Director, Head of Technology, Media & Telecommunications at GTCR. “We look forward to partnering with Githesh and the talented CCC team to support continued investment in product innovation and AI capabilities, expand the Company’s offerings and build long-term value. Our focus will be on helping CCC deliver better outcomes for its customers while supporting CCC’s next phase of growth.”

“We have strong belief in CCC’s position as the trusted third party at the center of the automotive insurance and repair industry,” said David Kerko, Head of Global Private Equity at Elliott. “CCC’s role within the large ecosystem of insurers, repair facilities, automakers and parts suppliers creates strong data advantages and network benefits for their more than 35,000 customers. We believe these advantages make CCC a highly durable franchise in vertical software – which AI will only make more valuable as CCC delivers the next generation of capabilities to its customers.”

Transaction Approvals and Timing

The transaction was approved by CCC’s Board of Directors and is expected to close in the first quarter of 2027, subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of CCC stockholders. Until the transaction closes, CCC remains publicly traded and will continue operating as an independent company. The transaction is not subject to a financing condition. Upon completion of the transaction, CCC will become a privately held company, and its common stock will no longer be listed on the Nasdaq.

Third Quarter 2026 Earnings Results

CCC will release its third quarter 2026 financial results on October 29, 2026. In light of the pending transaction, the Company will not host a conference call or webcast to discuss the results.

Advisors

Morgan Stanley & Co. LLC is serving as financial advisor, Kirkland & Ellis LLP is serving as legal counsel, and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to CCC.

J.P. Morgan is serving as lead financial advisor to GTCR and lead arranger of committed financing for the transaction. Citi is also serving as financial advisor and participating in the committed financing. Simpson Thacher & Bartlett LLP is serving as legal counsel to GTCR, and Gibson, Dunn & Crutcher LLP and Debevoise & Plimpton LLP are serving as legal counsel to Elliott.

About CCC Intelligent Solutions

CCC Intelligent Solutions Holdings Inc. (NASDAQ: CCC) is a leading SaaS and AI platform powering the multi-trillion-dollar insurance and repair economy. CCC connects more than 35,000 businesses, including insurers, repairers, automakers and parts suppliers, through the workflows where claims and repair decisions are made every day. With AI built into those workflows for over a decade and informed by more than 40 years of industry data, CCC helps customers manage growing complexity and move work forward with confidence. Through purposeful innovation and the strength of its network, CCC helps keep people’s lives moving forward when it matters most. Learn more about CCC at www.cccis.com.

About GTCR

Founded in 1980, GTCR is a leading private equity firm that invests behind The Leaders Strategy^™ – finding and partnering with management leaders in core domains to identify, acquire and build market-leading companies through organic growth and strategic acquisitions. GTCR is focused on investing in transformative growth in companies in the Business & Consumer Services, Financial Services & Technology, Healthcare and Technology, Media & Telecommunications sectors. Since its inception, GTCR has invested more than $35 billion in over 300 companies, and the firm currently manages $45 billion in equity capital. GTCR is based in Chicago with offices in New York and West Palm Beach. For more information, please visit www.gtcr.com. Follow us on LinkedIn.

About Elliott

Elliott Investment Management L.P. manages approximately $80.3 billion of assets as of June 30, 2026. Founded in 1977, it is one of the oldest investment managers of its kind under continuous management. Elliott is headquartered in West Palm Beach, Florida with offices elsewhere in the United States and Europe. The Elliott funds’ investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott has an established history of investment in technology private equity. For more information, please visit elliottmgmt.com.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements in this communication include, but are not limited to, statements regarding the proposed transaction, the expected timing of completion of the transaction, the ability of the parties to consummate the transaction and the satisfaction of the conditions precedent to the consummation of the transaction, including the receipt of stockholder approval, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the expected benefits of the transaction.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive transaction documents, including circumstances requiring payment of a termination fee pursuant to the definitive transaction documents; the failure to obtain stockholder approval of the transaction or the failure to satisfy other conditions to completion of the transaction; the risk that regulatory approvals required for the transaction may not be obtained in a timely manner or at all, or may be obtained subject to conditions that are not anticipated or that could adversely affect GTCR, Elliott or the Company or the expected benefits of the transaction; the failure to satisfy the other conditions to the consummation of the transaction on a timely basis or at all; risks related to the disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally; the risk that the transaction may not be completed in the time frame expected by the parties or at all; the risk that any announcements relating to the transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs, expenses, liabilities or delays resulting from the transaction; the risk of any litigation related to the transaction; the possibility that competing offers will be made; the risk that certain restrictions during the pendency of the proposed transaction may impact the Company’s ability to pursue certain business opportunities or strategic transactions and various other risks that could cause future results to differ from those expressed by the forward-looking statements included in this communication that are described in the Company’s reports filed with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequently filed Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

Additional Information and Where to Find It

This communication is being made in respect of the proposed acquisition of the Company by affiliates of GTCR or Elliott and related transactions (collectively, the “proposed transaction”). In accordance with the definitive transaction documents, a meeting of the stockholders of the Company will be announced as promptly as practicable to seek the Company’s stockholder approval in connection with the proposed transaction. The Company intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement (the “Proxy Statement”) will be mailed to the Company’s stockholders. This communication is not a substitute for the Proxy Statement or any other document that may be filed by the Company with the SEC or sent to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY DECISION, THE COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, GTCR or Elliott AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copy of the Proxy Statement (when available) as well as other documents filed by the Company with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at https://ir.cccis.com or by contacting the Company’s investor relations department at IR@cccis.com.

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of the Company, including a description of their beneficial ownership of the Company’s securities, is set forth in the Company’s proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 7, 2026 (the “Annual Meeting Proxy Statement”). To the extent the holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Forms 3, 4 and 5 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, in the proposed transaction will be contained in the Proxy Statement and in other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obtain these documents (when they become available) as described above.

Investor Contact:

Bill Warmington VP,

Investor Relations, CCC Intelligent Solutions Inc.

312-229-2355

IR@cccis.com

Media Contact:

Michelle Hellyar

Senior Director, Corporate Communications, CCC Intelligent Solutions Inc.

mhellyar@cccis.com

GTCR Contact:

Josh Clarkson / Ryan Smith / Peter Gavaris

pro-GTCR@Prosek.com

Elliott Media Contact:

Casey Friedman

U.S. Media Relations Director, Elliott Investment Management L.P.

cFriedman@elliottmgmt.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 21.1 KB

Other Documents

• EX-2.1 EX-2.1 596.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB