As filed with the Securities and Exchange Commission on July 15, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

AMENDMENT NO. 1 TO

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ACCELERANT HOLDINGS

(Exact Name of Registrant as Specified in its Charter)


Cayman Islands	6411	98-1753044
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Accelerant Holdings

c/o Accelerant Re (Cayman) Ltd.

Unit 106, Windward 3, Regatta Office Park,

West Bay Road, Grand Cayman

+1 (345) 743-4611

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

(302) 658-7581

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Nancy Hasley

Group General Counsel

Accelerant Holdings

P.O. Box 309

Ugland House, Grand Cayman, KY1-1104 Cayman Islands

Telephone: +44 (0) 800-048-9809

Samir A. Gandhi

Robert A. Ryan

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Telephone: (212) 839-5900

Suzanne Correy

Maples and Calder (Cayman) LLP

P.O. Box 309

Ugland House, Grand Cayman, KY1-1104 Cayman Islands

Telephone: (345) 949-8066

Thomas Holden

Rachel D. Phillips

Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

Telephone: (212) 596-9000

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Issued July 15, 2025.

28,947,368 Class A Common Shares

LOGO

This is the initial public offering of Class A common shares of Accelerant Holdings (“Accelerant”), par value $0.0000011951862 per share. We are offering 20,276,280 Class A common shares to be sold in this offering. The selling shareholders identified in this prospectus, including affiliates of our equity sponsor, are offering 8,671,088 of our Class A common shares. We will not receive any proceeds from the sale of our Class A common shares being sold by the selling shareholders. All shares sold by the selling shareholders in this offering will be converted to Class A common shares upon sale.

Prior to this offering, there has been no public market for our Class A common shares. The initial public offering price is expected to be between $18.00 and $20.00 per Class A common share. Our Class A common shares have been approved for listing, subject to official notice of issuance, on the New York Stock Exchange (“NYSE”) under the symbol “ARX.”

Following this offering, we will have two classes of authorized common shares. The holders of our Class A common shares offered hereby will be entitled to one vote per Class A common share, and the holders of our Class B common shares will be entitled to ten votes per Class B common share. Certain of our existing equity holders (and their affiliates) will hold all of our issued and outstanding Class B common shares and will have the right pursuant to our amended and restated memorandum and articles of association to convert their Class B common shares into Class A common shares on a one-for-one basis at any time. Additionally, Class B common shares will automatically convert into Class A common shares on a one-for-one basis upon transfer (other than a permitted transfer) of Class B common shares; or upon the earlier of (i) the time Class B common shareholders cease to own 50% of the total number of Class B common shares owned by such holders, in aggregate, immediately upon the closing of this offering or (ii) three years, after which time (in each case) there will be a single class of common shares with one vote per share.

After giving effect to the sale of the Class A common shares offered hereby, investment funds controlled by our equity sponsor, Altamont Capital Partners (“Altamont Capital”), will own 100,480,382 Class B common shares, representing 79.2% of the combined voting power of our common shares outstanding after this offering (or 77.4% of the voting power if the underwriters’ option to purchase additional Class A common shares is exercised in full). As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management—Controlled Company Status.” Other than Altamont Capital and any of its affiliates, no holder of common shares or any of its affiliates shall be permitted to hold voting power greater than 9.9% of the aggregate combined voting power of Accelerant (the “Voting Power Threshold”), and any votes to which any such holder would otherwise be entitled in excess thereof shall be disregarded.

We are an “emerging growth company” as defined under the U.S. federal securities laws, and as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

Investing in our Class A common shares involves a high degree of risk. See “Risk Factors” beginning on page 28.

Price to
Public

Underwriting

Discounts
and
Commissions⁽¹⁾

Proceeds to
Accelerant

Proceeds to
Selling
Shareholders

Per Share

Total

(1)	See the section titled “Underwriters” for a description of the compensation payable to the underwriters.

Certain of the selling shareholders have granted the underwriters the option for a period of 30 days to purchase up to an additional 4,342,105 Class A common shares on the same terms as set forth above.

Neither the Securities and Exchange Commission (“SEC”) nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A common shares to purchasers on , 2025.


Morgan Stanley		Goldman Sachs & Co. LLC
BMO Capital Markets		RBC Capital Markets


Wells Fargo Securities	Piper Sandler	William Blair	Raymond James	TD Securities
	Citizens Capital Markets	FT Partners

The date of this prospectus is , 2025.

LOGO

Our mission To be the preeminent specialty insurance marketplace

LOGO

A bird’s eye view of Accelerant $3.5B 96 Exchange Written Premium1 Risk Capital Partners2 232 Operating in 20+ Members 2 Countries 2 (1) For the trailing 12 months ended March 31, 2025 (2) As of March 31, 2025

LOGO

Accelerant

TABLE OF CONTENTS


PROSPECTUS SUMMARY			1
RISK FACTORS			28
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			75
USE OF PROCEEDS			77
DIVIDEND POLICY			78
CAPITALIZATION			79
UNAUDITED PRO FORMA FINANCIAL INFORMATION			81
DILUTION			87
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			90
FOUNDERS’ LETTER			154
BUSINESS			156
REGULATION			177
PRINCIPAL AND SELLING SHAREHOLDERS			215
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS			218
MANAGEMENT			224
EXECUTIVE COMPENSATION			232
DESCRIPTION OF CERTAIN INDEBTEDNESS			243
DESCRIPTION OF SHARE CAPITAL			245
MATERIAL DIFFERENCES IN CORPORATE LAW			250
SHARES ELIGIBLE FOR FUTURE SALE			261
CERTAIN MATERIAL TAX CONSIDERATIONS			264
UNDERWRITERS			279
LEGAL MATTERS			289
EXPERTS			289
WHERE YOU CAN FIND MORE INFORMATION			289
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

Through and including , 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in our Class A common shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to its unsold allotment or subscription.

None of Accelerant, the selling shareholders, nor any of the underwriters has authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. None of Accelerant, the selling shareholders, nor any of the underwriters takes any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling shareholders, and the underwriters are offering to sell, and seeking offers to buy, our Class A common shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of our Class A common shares. Our business, financial condition, results of operations, and future growth prospects may have changed since that date.

For investors outside the United States: none of Accelerant, the selling shareholders, nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A common shares and the distribution of this prospectus outside the United States.

MARKET AND INDUSTRY DATA

This prospectus includes estimates derived from market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, our Members, our capital partners, trade and business organizations, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research, and are based on certain assumptions that we believe to be reasonable.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise, and you are cautioned not to give undue weight to such estimates. Market and industry data are subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates. The content of, or accessibility through, the sources and websites identified herein, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein and any websites are an inactive textual reference only.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This prospectus includes trademarks and service marks owned by us. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectus may appear without the ^®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names, and service marks. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

BASIS OF PRESENTATION

Accelerant Holdings LP, a Cayman Islands exempted limited partnership formed in 2018 and our current controlling shareholder, is the ultimate parent company of the Accelerant group of companies. In December 2021, we initiated a series of reorganization transactions pursuant to which our company, Accelerant Holdings, was established and became the primary holding company of the Accelerant group of companies. This reorganization has been accounted for as a transaction between entities under common control and is expected to be completed upon the distribution by Accelerant Holdings LP of 1,986,221 of our existing common shares to holders of limited partnership interests of Accelerant Holdings LP in proportion to the economic interests represented by those limited partnership interests. This distribution will occur immediately prior to the consummation of this offering. The existing common shares will then be re-designated into 74,761,259 Class A common shares and 91,423,836 Class B common shares (as applicable) immediately following the effectiveness of our amended and restated memorandum and articles of association, based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range on the cover page of this prospectus). We refer to this distribution as the Accelerant Holdings LP Distribution. After the consummation of this offering, Accelerant Holdings LP will be dissolved.

Prior to the completion of the Accelerant Holdings LP Distribution, Accelerant Holdings LP is considered to be our predecessor entity under applicable SEC rules and guidance. Accordingly, the consolidated annual

financial statements of each of Accelerant Holdings and Accelerant Holdings LP are included elsewhere in this prospectus. However, the assets and liabilities and operating results of Accelerant Holdings LP are insignificant in relation to the financial statements of Accelerant Holdings and as such, the financial information referenced within this prospectus, including that presented under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” is that of Accelerant Holdings unless otherwise specified.

SELECTED DEFINED TERMS

As used in this prospectus, unless the context indicates or otherwise requires, the following terms have the following meanings:

•

Accelerant Direct Written Premium: Expressed as a percentage of Exchange Written Premium, the GWP written directly by Accelerant Underwriting companies, the majority of which we cede to third-party risk capital partners through our reinsurance arrangements.

•

Accelerant GWP: The total GWP written by Accelerant Underwriting companies (both written by our insurance company and assumed as a reinsurer), the majority of which we cede to third-party risk capital partners through our reinsurance arrangements.

•

Accelerant Holdings LP Distribution: Immediately prior to the consummation of this offering, our predecessor and parent entity, Accelerant Holdings LP, will distribute 1,986,221 of our existing common shares to holders of existing limited partnership interests of Accelerant Holdings LP in proportion to the economic interests represented by those limited partnership interests. The existing common shares will then be re-designated into 74,761,259 Class A common shares and 91,423,836 Class B common shares (as applicable) immediately following the effectiveness of our amended and restated memorandum and articles of association, based on the assumed initial public offering price of $19.00 (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). After the consummation of this offering, Accelerant Holdings LP will be dissolved.

•

Accelerant Re Cayman: Accelerant Re (Cayman) Ltd.

•

Accelerant-Retained Exchange Premium: Expressed as a percentage, as Accelerant GWP net of ceded written premium for the trailing twelve month period, divided by total Exchange Written Premium for the trailing twelve month period.

•

Accelerant Underwriting: Accelerant’s owned insurance companies and reinsurance companies, and all revenue and expenses associated with them.

•

ACP Accelerant Holdings LP: An entity controlled and beneficially owned by investment funds advised by an affiliate of Altamont Capital.

•

Admitted Market: The insurance market comprising carriers licensed to write business on an “admitted” basis by the insurance commissioner of the state in which the risk is located. Insurance rates and policy forms in an Admitted Market are highly regulated by each state and coverages are largely uniform.

•

AI: Artificial Intelligence.

•

AIUK: Accelerant Insurance UK Limited.

•

ANIC: Accelerant National Insurance Company.

•

ASIC: Accelerant Specialty Insurance Company.

•

AUM: Accelerant Underwriting Managers, the U.S. program management affiliate of Accelerant, which also acts as a “master” MGU that sub-delegates underwriting authority to Members.

•

Board Risk Appetite: The maximum amount and type of risk that we are willing to take in order to meet our strategic objectives within an approved framework.

•

Carrier: An insurance company.

•

Conversion: Any conversion of the Class B common shares described in this prospectus will take effect as a redemption of Class B common shares and issuance of Class A common shares as a matter of Cayman Islands law.

•

DAC: Deferred acquisition costs.

•

E&O: Errors and omissions.

•

E&S: Excess and surplus lines. In this insurance market, carriers are not licensed, except in their state of domicile, and provide insurance coverage on a “non-admitted” basis. Insurance rates and forms in this market are subject to less-stringent regulation than in the Admitted Market and as such, E&S carriers offer greater flexibility in terms, conditions, and rates as compared to the Admitted Market.

•

Exchange Services Take Rate: Exchange Services direct commission income divided by Exchange Written Premium.

•

Exchange Written Premium: The total gross written premium written through the Risk Exchange, including both gross written premiums written on behalf of Accelerant Underwriting companies and written on behalf of Risk Exchange Insurers.

•

FIO: Federal Insurance Office.

•

Flywheel Re: Collectively, Flywheel Re Ltd. SPC and Flywheel Holdings Ltd. SPC, a Cayman Islands holding company that indirectly owns Flywheel Re Ltd. SPC, are an unconsolidated reinsurance sidecar entity, sponsored by Accelerant and through which institutional investors are offered specialty insurance risk and returns that are relatively uncorrelated with broader financial markets.

•

GAAP: Accounting Principles Generally Accepted in the U.S.

•

Gross Loss Ratio: Expressed as a percentage, gross incurred losses and loss adjustment expense divided by gross earned premium. Gross loss ratio excludes the impact of premium and loss and loss adjustment expense ceded to reinsurers. Gross loss ratio represents the percentage of gross premium earned during the period that will be required to pay current and future claims, based on management’s best estimates.

•

GWP: Gross written premium, representing the total amount of premium contracted for all policies issued in a given period.

•

Independent Members: Members in which Accelerant does not own an interest.

•

Independent Premium: The gross premium written by Independent Members and placed through our Risk Exchange.

•

LAE: Loss adjustment expense.

•

Members: Specialized underwriters, including MGAs, MGUs, and program managers (terms we use interchangeably) that underwrite insurance premiums on behalf of risk capital partners through our Risk Exchange.

•

MGA: Managing general agent; a third-party agent that receives delegated underwriting authority from a Primary Insurance Company to write insurance risk on its behalf. As used in this prospectus, the term “MGA” refers generically to agents receiving this delegation of underwriting authority, including MGUs, MGAs, and/or program managers and any Member or other entity in relation to which the term “MGA” is used in this prospectus may not fall within the regulatory definition of a “managing general agent” in the jurisdictions in which it operates.

•

MGU: Managing general underwriter; a third-party agent that receives delegated underwriting authority from a Primary Insurance Company to write insurance risk on its behalf.

•

Mission Europe: Mission Holdings Europe Ltd., one of our subsidiaries. On May 1, 2024, we exercised our call option to acquire, and subsequently contribute all the equity interests of Mission Holdings Europe Ltd. to Mission Worldwide Holdings.

•

Mission Members: Specialty underwriters that we incubate through Mission Underwriters and in which we have an equity ownership interest.

•

Mission Underwriters: Mission Underwriters provides specialty underwriters with the working capital, operational support, and balance sheet capacity necessary to operate their own MGAs, in which the specialty underwriters have a majority ownership interest. These MGAs are Members of the Risk Exchange. Mission Underwriters operates in the U.S., UK and EU through Mission US and Mission Europe.

•

Mission US: Mission Underwriting Holdings, LLC, which is a subsidiary that was initially funded by equity capital from our controlling shareholder and operated by our management team, and whose equity interests were acquired, by merger, by Accelerant Holdings on May 1, 2024. Prior to May 1, 2024, Mission Underwriting Holdings, LLC was a consolidated variable interest entity.

•

NAIC: National Association of Insurance Commissioners.

•

Net Revenue Retention: Expressed as a percentage, the current period’s Exchange Written Premium of Members that were actively writing Exchange Written Premium in the prior period divided by these same Members’ prior-period Exchange Written Premium. This measure demonstrates an aggregate measure of the net growth of Exchange Written Premium from previously onboarded Members.

•

Owned Members: Members in which Accelerant either has a minority equity ownership interest or controlling equity interest.

•

Owned Premium: The premium produced by Mission Members and Owned Members, who receive commissions for sourcing and underwriting business.

•

P&C: Property and casualty insurance.

•

Primary Insurance Company: Carriers who write business on their license and thus are responsible for insurance policy forms, rate filings, etc. Primary Insurance Companies will often then reinsure the risk they have written to third-party reinsurers.

•

Reinsurer: An insurance company that insures risk written by another insurance company. Reinsurers generally are not required to be licensed directly in a given jurisdiction to provide such reinsurance coverage; however, absent any such license, reinsurers are limited only to writing such risk in a (secondary) reinsurance capacity and not in a (primary) direct capacity.

•

Risk capital partners: Third-party insurance companies, reinsurers or institutional investors that provide capacity through the Risk Exchange, directly or indirectly.

•

Risk Exchange: The Accelerant technology, data ingestion, and agency operations that serve the needs of our Members and risk capital partners.

•

Risk Exchange Insurer: Third-party Primary Insurance Company deploying underwriting capacity directly through our Risk Exchange.

•

Third-Party Direct Written Premium: GWP written directly with Risk Exchange Insurers.

•

TPA: Third-party administrator, providing claims handling and other operational functions related to administration of insurance policies.

•

U.S.-UK Tax Treaty: The Convention Between the Government of the United States of America and the Government of the United Kingdom of Great Britain and Northern Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and on Capital Gains, signed July 24, 2001.

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common shares. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Accelerant,” “the Company,” “we,” “us,” and “our” in this prospectus refer to Accelerant Holdings and its consolidated subsidiaries.

Our Vision

To become the preeminent specialty insurance marketplace connecting underwriters and risk capital in a transparent and modern way.

Company Overview

We operate a data-driven risk exchange that connects selected specialty insurance underwriters (the “Sellers” on our platform) with risk capital partners (the “Buyers” on our platform). Our Risk Exchange reduces information asymmetries and operational barriers present in the traditional insurance value chain by leveraging proprietary technology to share actionable high-fidelity data and insights with platform participants.

The Accelerant Risk Exchange simplifies the traditional insurance value chain, which is fragmented, costly, and inflexible. Legacy technology, excessive intermediation, and misaligned incentives cause data leakage, high costs, and wasted resources for participants. Our technology powered platform addresses these issues by connecting specialty underwriters, typically MGAs (our “Members”), and risk capital partners, including insurers, reinsurers, and institutional investors (our “risk capital partners”). On the “supply side” of our Risk Exchange, we deliver a full service offering to our Members that includes insights and analytics, distribution management, operational resources, and the commitment of stable underwriting capacity. Our offerings free our Members to focus on growing their businesses through their core expertise of profitable underwriting. On the “demand side” of our Risk Exchange, we offer risk capital partners an attractive, validated, and diversified portfolio of specialty insurance premium that may otherwise be difficult to access elsewhere. Risk capital partners who provide capacity through our Risk Exchange pay us recurring fees to source, manage, and monitor risks on their behalf. The Risk Exchange portfolio’s strong returns to date promote confidence from these risk capital partners in the quality of the portfolio’s risk exposure, leading to better pricing and faster execution for our Members, which, in turn, empowers our Members to focus on profitable underwriting performance and growth.

By harnessing our proprietary technology, access to data, and industry experience, we believe we have created the future marketplace of the specialty insurance industry. As of March 31, 2025, we had 232 Members and 96 risk capital partners on our platform and we have grown Exchange Written Premium at a 217% compounded annual growth rate since inception. As we mature and continue to scale our business, we expect our annual growth rate to moderate.

Our Risk Exchange is designed to be simpler, easier, and faster than legacy models for transferring risk. Inaccurate and incomplete underlying policy data plagues the traditional insurance value chain and prevents underwriters from deriving meaningful and actionable information. Our purpose-built Risk Exchange is underpinned by proprietary technology that ingests Member policy data and third-party data from disparate and complex data environments and pools it into a single, digestible dataset with over 21 thousand unique attributes and over 79 million rows of data as of March 31, 2025. This information enables automated portfolio monitoring and delivers actionable insights to underwriters and capital providers across the Risk Exchange, helping us drive lower-than-average loss ratios compared to the broader industry, optimized pricing, and accelerated growth.

LOGO

We believe that our Members’ success makes us the destination of choice for the industry’s best specialty underwriters. We deliver distribution management and operational, actuarial, regulatory, and stable capital support to our Members, and our holistic offering promotes our Members’ growth and better underwriting performance. On average, our Members grow gross premiums written through the Risk Exchange by 52% in their first two years, or at an annual rate of 39% on a weighted-average basis at low-to-mid 50-percentage loss ratios, on average. For the three months ended March 31, 2025 and the years ended December 31, 2024 and 2023, our gross loss ratio was 53%, 54% and 51%, respectively. We received an independent third-party Net Promoter Score of 89 (out of 100) from our Members (based on a survey result), which we believe will attract a robust pipeline of potential future Members.

We focus on MGAs with strong underwriting track records and specialty underwriting expertise who predominately underwrite low-limit, low-hazard, specialty commercial risks. We conduct a thorough diligence process when selecting new Members for our Risk Exchange. We carefully construct the Risk Exchange portfolio to maximize diversification and predictability. Our Members had a weighted-average gross written loss ratio of approximately 50% for business written through the Risk Exchange in underwriting year 2024, and the majority of Members’ weighted-average gross loss ratios for underwriting year 2024 are within eight points of the weighted average, creating a low-volatility portfolio. Since our inception, we have declined approximately 90% of prospective new Members (representing self-reported premiums of $18 billion in aggregate) that we believe did not fit within our model, reflecting our selective invitation of only the best MGAs to join our Risk Exchange.

Our commitment to selecting the best Members, optimizing Member performance and providing full data transparency has attracted a growing and diverse set of high-quality risk capital partners. We started with two risk capital partners in 2019, growing the number to 28 in 2020, 46 in 2021, 60 in 2022, 66 in 2023, and 96 in 2024. These risk capital partners include insurance and reinsurance companies, as well as institutional investors contributing capital to Flywheel Re, a reinsurance sidecar, who are attracted to the uncorrelated, attractive return profile of the risk that they can access through the Risk Exchange. Reinsurance companies and institutional investors in Flywheel Re access the Risk Exchange by reinsuring business from Accelerant Underwriting. Starting in 2023, five third-party insurance companies joined our platform and began accessing the Risk Exchange directly. In 2024, eight more third-party insurance companies joined, and over time we believe that the majority of our Risk Exchange premium will be written

by new and existing third-party insurance company partners. The depth and breadth of risk capital partners supports our operational flexibility and our growing Member base. It also allows us to maintain a capital light model.

The Risk Exchange is our fee-based core business. At opposite ends of the Risk Exchange, we operate our MGA Operations and Underwriting segments, further enhancing our value proposition. Our MGA Operations segment includes our MGA incubator, Mission Underwriters, which has supported the formation of 31 MGAs (our “Mission Members”). Mission Underwriters expands our addressable market to include underwriters presently employed by traditional insurance companies looking to form their own MGAs. In addition to Mission Members, the MGA Operations segment also captures the financial contributions of 16 Members in which we own an equity ownership interest (our “Owned Members”). Our selective equity participation allows us to make attractive investments in, and further align with, Members, enabling us to capture some of the value we help create. In nearly every instance (with only two exceptions), the MGAs in which we have invested were already Members at the time of our investment. On average, our investment in a Member has taken place nine months after the MGA became a Member. In total, we own an equity ownership interest, either directly or through Mission, in 47 of our 232 Members, and we expect our Owned Members and Mission Members in aggregate to remain a minority portion of our total Members. For the trailing twelve months ended March 31, 2025, these Members contributed $1.03 billion, in Exchange Written Premium, or 29% of our total Exchange Written Premium for that period.

Our Underwriting segment captures the portion of the Risk Exchange portfolio written by Accelerant Underwriting and the corresponding underwriting profit realized on retained business. We have historically targeted to reinsure 90% of premiums written and reinsured by Accelerant Underwriting through the Risk Exchange to risk capital partners, with Accelerant retaining approximately 10%. We expect this retained portion of Risk Exchange premium in the aggregate to decrease over time. We view our Underwriting segment as a strategic asset and source of operational flexibility that we use to broaden the risk capital pool, align incentives with current and prospective risk capital partners and expedite the onboarding of new Members and the launch of new products.

As of December 31, 2019, we had 12 Members, writing 60 products across seven countries, and two risk capital partners. As of March 31, 2025, we have grown our platform to 232 Members, writing over 500 specialty insurance products across 22 countries, on behalf of 96 risk capital partners. Since the launch of our platform, only one Member has elected to leave the Risk Exchange based on mutual agreement. In all, we have experienced less than a 1% churn rate in the period from inception of the Risk Exchange through March 31, 2025. We have grown total Exchange Written Premium to $3.5 billion for the trailing twelve months ended March 31, 2025, while achieving a gross loss ratio of 53% for the three months ended March 31, 2025, 54% for 2024 and 51% for 2023. We have grown our revenues by 57% from $219 million for the year ended December 31, 2022 to $344 million for the year ended December 31, 2023, by 75% from $344 million for the year ended December 31, 2023 to $603 million for the year ended December 31, 2024, and by 39% from $128 million for the three months ended March 31, 2024 to $178 million for the three months ended March 31, 2025. Our Organic Revenue Growth Rate over the same periods was 57%, 75%, and 38%, respectively. In 2022 and 2023, we incurred net losses of $96 million and $64 million, respectively, reflecting increased investment into our business. For the year ended December 31, 2024, we reported net income of $23 million. We reported net income of $8 million and $2 million for the three months ended March 31, 2025 and 2024, respectively. Our Adjusted EBITDA was $128 million for the trailing twelve months ended March 31, 2025. We generated positive Adjusted EBITDA in 2024 and 2023 of $113 million and $36 million, respectively, which followed Adjusted EBITDA losses of $39 million in 2022. For reconciliations of total revenue to Organic Revenue Growth Rate and net income (loss) to Adjusted EBITDA, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Non-GAAP financial measures.”

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Our History

Accelerant was founded in 2018 by three industry veterans with over 100 years of collective experience in the insurance and reinsurance industries. They experienced first-hand the structural inefficiencies and fragmentation of the insurance market. There were too many intermediaries operating across siloed entities, resulting in a lack of customer prioritization and excess costs. Antiquated technology, poor data quality, and insufficient transparency has led to information asymmetries, inaccurate pricing, misaligned incentives, and inconsistent capital availability. Our founders were determined to build a platform to solve these issues. By democratizing data and aligning incentives in a single platform, Accelerant strives to deliver better outcomes for all Risk Exchange participants.

In late 2018, we launched operations in Europe, followed quickly by the formation of our first insurance company in 2019. We believed that controlling our own insurance company would kickstart our marketplace initially and provide our Members with the support and service to empower them to focus on profitably growing their businesses. We established relationships with risk capital partners that valued our disciplined approach to sourcing, managing, and monitoring specialty risk. They indirectly provided capacity through reinsurance to support our Members’ growing premium base while we maintained our capital-efficient, distribution-focused business model. Simultaneously, we built portfolio analytics and automated monitoring to augment the quality of the portfolio and the underwriting insights that support it. By the end of 2020, we had expanded our footprint into the United States.

Recognizing the significant opportunity to attract underwriting teams out of traditional insurance companies, where underwriters had limited upside, our affiliates launched Mission Underwriters in 2021. Mission Underwriters, our MGA incubator, provides start-up financing, underwriting capacity, and turnkey operational support to entrepreneurial underwriters seeking to launch their own MGAs. By the end of 2021, there were five Mission Members that wrote $28 million of GWP in 2021 and grew to 31 Mission Members writing $623 million of GWP for the trailing twelve months ended March 31, 2025. With respect to technology, we made significant enhancements in 2021 to our data ingestion engine, allowing us to ingest Member data from disparate and complex data environments and to augment it with third-party data.

In 2022, we formed Flywheel Re, a reinsurance sidecar, to facilitate the participation of institutional investors in the Risk Exchange portfolio, offering them specialty insurance risk and returns that are uncorrelated with broader financial markets. We believe Flywheel Re incorporates a structure that provides multi-year underwriting capacity to support the Risk Exchange platform portfolio as it grows. We expect Flywheel Re’s future cash flows and investor returns to be dependent on the loss performance of the underlying portfolio of specialty insurance business the vehicle reinsures and, therefore, relatively uncorrelated with movements or trends in the broader financial markets. While the initial Flywheel Re reinsurance treaty expired in June 2025, we raised additional capital from new and existing institutional investors, extending and upsizing Flywheel Re in June 2025.

In 2023, we further evolved the Risk Exchange by allowing third-party insurance companies to join and access the Risk Exchange directly, as well as benefit from our profitable, thoughtfully sourced, managed, and monitored specialty risk portfolio. For the trailing twelve months ended March 31, 2025, Risk Exchange Insurers contributed 18% of total Exchange Written Premium, reflecting strong demand for our unique value proposition. If all of our new and existing Risk Exchange Insurers had been participating on the Risk Exchange for the trailing twelve months ended March 31, 2025, then those Risk Exchange Insurers would have written 30% of our Exchange Written Premium over that period.

As part of our strategy to engage with Risk Exchange Insurers, we offer quota share reinsurance contracts to these partners or help them establish reinsurance relationships with other risk capital partners. Risk Exchange Insurers will often reinsure a significant portion of the acquired policies while gaining experience with the Risk Exchange. Our target is for Risk Exchange Insurers to write and retain an increasing percentage of our Exchange Written Premium and the capital requirements of our enterprise to further decline over time.

Our Revenue Model

We generate revenue through three separate operating segments: Exchange Services, MGA Operations, and Underwriting.

Our Exchange Services segment generates revenue through a fixed-percentage, volume-based fee that our risk capital partners pay to us for sourcing, managing, and monitoring the portfolio of business written by Members.

Our MGA Operations segment includes both Mission Underwriters’ consolidated results and those of Owned Members in which we have an equity ownership interest. We generate commission revenue from those Owned and Mission Members that we consolidate and equity income from those Owned Members in which we have a non-controlling equity ownership interest.

Our Underwriting segment captures the net commissions from reinsurers and the net underwriting result from retained business that is written and assumed by Accelerant Underwriting companies.

Our Market Opportunity

We operate within the approximately $2 trillion global P&C insurance market. In Accelerant’s core geographies, the United States, Europe, Australia, and Canada, total estimated P&C premiums represented $1.4 trillion in 2022. Today, Accelerant is focused on the specialty P&C insurance market, which includes risks that are either more complex or niche than standard P&C risks and thus require unique underwriting expertise. We estimate that the specialty P&C insurance market represented approximately $252 billion of annual premium in these core geographies in 2022.

Specialty underwriters are the “supply side” of risk in our core market. MGAs are growing underwriting market share given their relative outperformance in innovation and product design. According to Conning, the MGA market in the U.S. alone was estimated to represent over $100 billion of premiums in 2023, having grown by more than 100% from $50 billion in 2018. As the specialty insurance market has continued to mature, MGAs have captured increasingly greater market share in specific underwriting niches because they can better attract top underwriting talent and have flexible, modern technology. Insurance companies that provide coverage to the ultimate insureds, and the institutional investors and reinsurers that provide reinsurance to those insurance companies, serve as the “demand side” of the market. Our Risk Exchange sits in the middle, serving both the “supply-side” and the “demand-side” of this market. We also directly participate on the “supply side” through our MGA Operations segment and on the “demand side” through our Underwriting segment.

As the industry continues to grow, the specialty insurance market is experiencing multiple structural shifts which we believe will continue to drive opportunities for our Risk Exchange:

Key “Supply-Side” Drivers:

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Increasing Number of Specialty Underwriters Looking to Start MGAs: Specialty underwriters are often stifled at traditional insurance companies, burdened by outdated technology and misaligned incentives. They are increasingly looking to join or form new MGAs. This has been reinforced by the broader acknowledgement by market participants and insurance regulators of the important role that MGAs play in the value chain. Talented underwriters seek entrepreneurial environments with autonomous decision making, better equity upside, and modern technology. The Accelerant solution provides existing MGAs with flexibility and greater control over their businesses. We deliver distribution management and operational, actuarial, regulatory, and stable capital support. We do this for both established MGAs, as well as underwriters looking to form new MGAs through Mission Underwriters, which supplies start-up financing, in addition to turnkey, end-to-end technology and operational support. The accelerated formation of new MGAs continues to grow the market opportunity, producing a broader potential Member base for Accelerant and gives participants on our Risk Exchange access to previously unavailable market niches.

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Increased Need for Specialty Insurance Products: A variety of broad-based, fundamental shifts have increased the demand for specialty insurance products. Customers and policyholders need and seek more bespoke coverages. For underwriters, there are increasing benefits to sharpening their area of underwriting focus, empowered by innovation in AI, machine learning, and data analytics. Historically, the required technological and data capabilities could only be assembled within monolithic insurance companies. However, yesterday’s mainframe now operates on every underwriter’s smartphone. By breaking down cost barriers, an increasingly distributed technology architecture has paved the way for entrepreneurial underwriters outside traditional insurance companies to introduce new products and processes to the market.

Key “Demand-Side” Drivers:

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Heightened Demand for Low-Volatility Risk: Historically, attractive specialty, small-to-medium-sized enterprise (“SME”) insurance risk has been retained by a small number of Primary Insurance Companies, and therefore, inaccessible to many insurers, reinsurers, and institutional investors. This risk portfolio typically has a lower-volatility loss signature as compared to the P&C industry at large, given the smaller size and complexity of the insureds’ business models. Accelerant makes this otherwise difficult-to-access portfolio of specialty risk available to a broad range of risk capital partners. Furthermore, we construct our portfolio to have low exposure to natural catastrophe risk. Concerns around changes in climate and challenges with evaluating these risks have driven risk capital partners to search for lower-volatility risks to insure, such as those written through the Risk Exchange. Risk capital partners consistently identify the diversifying impact of our low-volatility portfolio as a primary driver for joining the Risk Exchange.

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Modern Technology Promotes Cost-Effective Access to SME Policies: Legacy insurance companies find accessing the SME market to be uneconomical, as their cost-to-service is high relative to premium volumes. Outdated processes result in high expense ratios that make it uneconomical to service smaller dollar policies, despite the attractive low loss ratios these policies often produce. We historically have a four percentage point general and administrative expense advantage versus our estimate of the market. Our proprietary technology removes these performance barriers through superior data collection, ingestion, and analytics. Our technology helps underwriters make better-informed underwriting and strategic decisions. Our Risk Exchange provides cost-effective access to this attractive segment for legacy insurers and reinsurers. We expect this to continue to attract more Risk Exchange Insurers directly onto the platform and increase the portion of the Risk Exchange premiums written by Risk Exchange Insurers relative to Accelerant-owned insurance companies.

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Alternative Capital Increasingly Desires Non-Financially Correlated Returns: There is growing demand from institutional investors for the type of risk in our portfolio. Institutional investors value the returns associated with underwriting that exhibits a low correlation with financial market conditions. In addition, the low volatility of the Risk Exchange portfolio further enhances this diversification. Historically, these institutional investors were limited to investing in short-term, narrow property catastrophe-focused opportunities. Accelerant meets investor demand for opportunities to participate more broadly across the specialty P&C insurance market. Flywheel Re delivers superior diversification in a capital-efficient structure that allows investors to access attractive returns across a large number of insurance products and across multiple underwriting periods.

The Accelerant Advantage

Accelerant operates a data-driven risk exchange connecting specialty insurance underwriters with risk capital partners. Our Risk Exchange reduces information asymmetries and operational barriers present in the traditional insurance value chain by leveraging proprietary technology to share actionable high-fidelity data and insights with platform participants.

In a market characterized by multiple layers of intermediation, complexity, and ineffective technology and use of data, our competitive advantage is supported by:

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Data-Driven Insights and Technology: The traditional insurance value chain is beset by inaccurate and incomplete data on underlying policies. Underwriters are unable to derive meaningful and actionable information that supports underwriting performance and risk capital partners lack high confidence in risk exposure and performance. Based on our Members’ experience, we estimate that a small fraction of the policyholder data that is collected at the start of the insurance value chain is typically shared with the end capital provider. We believe this resulting information asymmetry leads to a market with artificially high prices and depressed volumes. We built Accelerant to solve these problems.

Our proprietary ingestion tools allow us to capture insurance data from disparate and complex data environments. We collect Member exposure data from both structured and unstructured environments and combine it into a single dataset that, as of March 31, 2025, consisted of over 21 thousand unique attributes across more than 79 million rows of proprietary data from over one thousand unique data mappings. On average, in the first quarter of 2025, we ingested 8.9 million additional rows per month into our growing dataset. This high-fidelity, high-quality data is combined with third-party data and made available to both Members and risk capital partners in an actionable form. We believe that our digital capabilities and workflow tools will lead to better data, better analytics, and reduced effort at scale.

Our proprietary technology allows underwriters to select risks with the benefit of platform-driven insights and for our risk capital partners to gain transparency into the portfolio of risks they are assuming.

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Member-Centric Culture: Accelerant is organized around its Members, seamlessly providing them with the services they require to succeed, including distribution management and operational, actuarial, regulatory, and stable capital support. Key to our service model is the assignment of a dedicated expert support team to each Member, including relationship managers, claims adjusters, actuaries, underwriters, and data scientists. The legacy insurance industry tends to organize around product silos, connecting multiple disjointed nodes across several organizations. This results in a highly fragmented value chain which introduces high costs, large data loss, and structural fragility. We work with Members to launch new product offerings in approximately 14 weeks, compared to what we believe is the industry standard of six to 12 months. We provide our Members with a dedicated team of experts, which includes underwriting and data managers, alongside regular consultations to drive performance enhancement. We

have protocols in place to ensure that we do not compete with our Members. Such protocols center around bespoke product uniqueness for each Member, transparency of Member competition and non-favoritism, and channel definition. This creates a dynamic that further differentiates us from the legacy market. There may be potential Members that are less interested in becoming a Member because of our investment in other Members that are perceived to be competitors, but based on our experience, we believe the likelihood of this is low. Our Member-centric culture and the breadth of our capabilities allow us to attract and retain what we believe to be the industry’s best underwriters in their respective specialties.

We provide Members with long-term capital and operational support so that they can plan for the longer term and focus on their core businesses. We believe taking a longer-term view promotes faster, more profitable and more durable growth for Members. In exchange for a five-year capacity commitment from us, our Members provide us with exclusivity agreements on a rolling, five-year basis. We provide Members with data and analytics, portfolio management, assistance with product expansion, and widening distribution networks. Our commitment to supporting our Members’ growth is evidenced by our Net Revenue Retention of 157% for the trailing twelve months ended March 31, 2025 and third-party generated NPS score of 89 in 2023.

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Disciplined Approach to Sourcing, Managing, and Monitoring Risk: Our methodology of carefully sourcing, managing, and monitoring risk enables us to develop our portfolio of specialty risk. We source prospective new Members through our industry network and market referrals and make selections based on their loss ratio track records. Our current focus is predominantly on commercial, low-limit SME lines of business. Our existing portfolio of products consists of commercial combined, property owners and professional indemnity products together with other coverage products. Each of our Members typically specializes in a particular commercial niche (e.g., Pacific Northwestern bowling alleys or Norwegian cold storage facilities). We and they aim to provide the full suite of insurance products the SME owner would need or seek to obtain in each niche. We take a disciplined approach to managing and monitoring risk in collaboration with Members that combines our data insights with advice from insurance industry veterans. We meet with each Member monthly to review their portfolio performance, and our technology stack enables us to derive data-driven insights that uncover hidden opportunities and potential vulnerabilities in a Member’s portfolio.

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Diverse, High-Quality Risk Capital Partners: Maintaining long-term relationships with our risk capital partners is a key component of our business and revenue model. Whether they participate on the Risk Exchange directly or through reinsurance, we have partnered with a broad group of high-quality risk capital partners who are attracted to the Risk Exchange by the portfolio’s consistent and profitable underwriting performance. We have grown the number of risk capital partners on our platform from two in 2019 to 28 in 2020 to 96 as of March 31, 2025. Our existing risk capital partners include blue chip insurance and reinsurance companies with substantial balance sheets that have the capacity to support the pace of our growth and could singularly support our entire portfolio today. Continued strong demand from risk capital is an important contributing factor to our robust Member pipeline. Additionally, we intend to continue to increase the portion of the Risk Exchange premiums written directly and retained by Risk Exchange Insurers and reduce the portion written by Accelerant Underwriting, which will shift even more of our revenue model to being fee-based.

Our Growth Strategy

Since inception, we have grown Exchange Written Premium at a 217% compounded annual growth rate. We believe we will continue to maintain strong revenue growth based on:

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Growing Existing Members’ Businesses: Our Members are the key to our success – when they succeed, we succeed. We believe our existing Members will continue to expand as they capture greater market share, introduce new products, and enter new regions. Accelerant’s exclusivity arrangements

and rights of first refusal on new product launches promote new product growth on the Risk Exchange. Accelerant’s long-term five-year capacity commitment allows our Members to plan for the future with confidence, focusing on new opportunities, rather than sourcing underwriting capacity. These factors have led to our Members growing premiums written on the Risk Exchange by over 39% annually on a weighted-average basis. Additionally, not all products written by our Members are written through the Risk Exchange. In 2023, in Europe and the U.S., approximately 59% and 58%, respectively, of Members used both the Risk Exchange and other third-party capital providers to secure their capacity. We believe this presents a significant opportunity for the Risk Exchange to increase its wallet share and capture even more of those Members’ premiums.

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Attracting New Members: Adding new Members to our platform has been a significant source of growth historically, and we expect this to continue in the future. We began with three Members in 2018 and had 232 as of March 31, 2025. Our expert client-facing service model, proprietary technology offering, and long-term capacity attract prospective Members to our Risk Exchange. We had over 300 additional MGAs in our evaluation pipeline as of March 31, 2025, which collectively reported $2.5 billion in annual premiums. We expect our comprehensive diligence process when selecting members as well as our growing Member base and increasingly diversified portfolio to drive further interest from additional risk capital partners and, in turn, reinforce the Risk Exchange’s value proposition to existing and prospective Members.

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Expanding Our Product Portfolio: Our portfolio is focused on low-volatility, low-severity SME commercial risks. This market segment within our focal lines of business and geographies is large, estimated at $117 billion of premium for 2022, giving us considerable room to expand. We intend to prudently expand into selected additional lines of business, bringing our estimated serviceable market to $252 billion. As we continue to scale, we believe there are specialty underwriters that excel in larger-market commercial, commercial auto, workers’ compensation, and specialty personal lines whom we can attract to our Risk Exchange while maintaining the same high-quality portfolio. We will always endeavor to attract the highest quality underwriting talent to our Member base, notwithstanding the niche or line of business.

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Geographic Expansion: As of March 31, 2025, 40% of our total Members were in Europe, including the UK, 50% in the U.S., and 10% in Canada. We intend to grow with our existing product portfolio by adding additional countries to our operation. Our geographic expansions to date have been successful and we believe our operating footprint and globally integrated technology platform position us well to capitalize on opportunities in new countries. In the near-term, we believe that Australia and continued expansion in Canada represent attractive growth opportunities given their combination of high MGA penetration and similar structural challenges present in their legacy insurance marketplaces. We are always evaluating other global expansion opportunities as well.

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Expanding to New Member Types: To date, our Members have been MGAs primarily focused on specialty insurance. We have been successful in addressing these clients’ needs, and we believe there are other sizable Member types which have similar structural challenges that would benefit from a relationship with us. In particular, captive insurance companies constitute a $176 billion global market and face similar challenges as our existing specialty Members. Captives represent entities engaged in self-insurance, either standalone (e.g., single business) or as a group of related insureds forming a jointly owned insurance vehicle. Captives have identified inflexible and unreliable insurers, poor data transparency, high expenses, and slow response times as key challenges to their operations – each of which our platform could address. From our perspective, the aligned incentives inherent in the captive model result in more attractive risk than other markets. As of March 31, 2025, we had nine Members engaging in captive business.

Along with the opportunity to provide retail brokers access to the suite of products offered by our Members, we believe we can expand our existing partnerships with retail P&C insurance brokers that have specific areas of expertise and could enhance their economics by establishing a joint venture MGA with Accelerant. Our Mission Underwriters business will help facilitate this venture, which will begin with the establishment of a new MGA.

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Deepening and Broadening Relationships with Risk Capital Partners: We have diverse, stable, and high-quality risk capital relationships, including 13 Risk Exchange Insurers operating directly on the Risk Exchange, 79 third-party reinsurance companies, and four institutional investors contributing capital to Flywheel Re as of March 31, 2025. Our existing risk capital partners maintain substantial balance sheets and have the capacity to support our current and anticipated future growth. While we do not need to add any other risk capital partners to keep pace with our growth, we expect to continue to expand the number of risk capital partnerships in response to the growing demand for our value proposition, which will drive increased competition for low-volatility, low-severity risk, providing enhanced terms and more favorable economics for the Risk Exchange. Writing more premium directly with Risk Exchange Insurers will shift even more of our revenue model to being fee-based.

Our Technology and Data Platform

Our proprietary, purpose-built technology and data platform is a critical part of executing our vision for the Risk Exchange, which is to provide greater transparency and shared information across the entire value chain.

Underpinning the Risk Exchange’s value proposition for our Members, are our data and technology capabilities that we believe are unmatched in the industry. We ingest and combine data from a variety of sources (e.g., policy and claims systems), augment it with third-party data, and analyze that information for the benefit of all Risk Exchange participants. Accelerant captures all available data on risk exposures and claims – we do not have to leave data behind because of technological limitations. By ingesting structured and unstructured data, we can preserve data that is often lost across the insurance value chain. As of March 31, 2025, our dataset consisted of over 21 thousand unique attributes across more than 79 million rows of proprietary data from one thousand unique data mappings, and we have ingested an average of 8.9 million additional rows per month in 2025. Once ingested, data is validated, transformed, and governed into robust and tailored underwriting intelligence that is available to Members and risk capital partners alike. As a result, our Risk Exchange lessens information asymmetries, enabling trust between Buyers and Sellers on our platform.

Our Members and risk capital partners derive significant value from our data and analytics platform and their specific needs and usage patterns continuously evolve. We seek to regularly enhance the delivery and functionality of our data and analytical capabilities utilizing workflow tools and our cloud-native, digital platform that offers Risk Exchange participants a single, secure place to operate. Examples of our data and analytics advantage include:

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Accelerant Risk Indexing: We generate a proprietary risk score on individual risks to improve selection and pricing for select Members today. By introducing third-party data in the form of distance to the nearest pub and area crime incidents, we helped a Member improve their gross loss ratio by 5.3% when back testing the Member’s data, which is a significant improvement to the underwriting profit for our risk capital partners. We expect to compound these data-driven inputs continuously to make our portfolio stronger.

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Claims Recovery Model: We employ a large language model (“LLM”) to analyze our Accelerant-sanitized data and help identify the claims with the highest likelihood for subrogation (i.e., recovery) in the United Kingdom. Thus far, we have improved our subrogation rate from 0.5% of claims to approximately 2% of claims, leading to an estimated 1% improvement in gross loss ratio, assuming a portfolio gross loss ratio of 50%, which is a significant improvement for our risk capital partners. As our model continues to develop and train, we aim to further reduce subrogation rates and derive other actionable insights.

We have assembled a team of over 150 highly skilled engineers, data scientists, product managers and designers whose collective expertise spans a broad range of technical areas. As of March 31, 2025, these team

members represented 32% of the Accelerant workforce. We continue to make significant investments in the development of our data, analytics, and AI.

Our Operating Segments

We operate our business across three operating segments – Exchange Services, which is the core offering of Accelerant, MGA Operations, and Underwriting.

Exchange Services

The Exchange Services segment is our core business, our Risk Exchange – the Accelerant technology, data ingestion, and agency operations that serve the needs of our Members and risk capital partners. We derive revenue in this segment from contractually fixed fees based on premium volume, paid by risk capital partners for sourcing, monitoring, and managing their risk portfolios.

MGA Operations

Our MGA Operations segment captures the economics of both Mission Members and Owned Members in which Accelerant has a minority equity ownership interest, reflecting such earnings as equity method income, or in which Accelerant has a controlling stake, reflecting such earnings fully within our consolidated results. Mission Underwriters represents the largest component of this segment. Mission Underwriters provides start-up financing, underwriting capacity, and turnkey operational support to entrepreneurial underwriters looking to launch their own MGAs. We own the majority of every MGA that Mission Underwriters helps to create, with meaningful equity shared with management teams based on the performance of their MGA. Mission Underwriters allows Accelerant to directly capitalize on the industry trend of specialized underwriting talent leaving traditional insurance companies to start their own independent platforms. Mission Underwriters expands our addressable market. MGA Operations also provides us with the opportunity to make attractive, long-term investments in existing Members, driving alignment of interest, as well as enabling Accelerant to participate in the value the Risk Exchange creates for MGAs.

Underwriting

Our Underwriting segment contains all revenue and expenses associated with Accelerant Underwriting. We view our owned insurers and reinsurer as strategic assets and sources of operating flexibility. As we began operations, our owned insurance companies promoted alignment with our risk capital partners by demonstrating our steadfast focus on sourcing the most attractive specialty risk. Our reinsurer and institutional investor risk capital partners access premium on the Risk Exchange through reinsurance from Accelerant Underwriting and from the quota share arrangements Accelerant Re Cayman writes with our Risk Exchange Insurers. For the trailing twelve months ended March 31, 2025, 92% of premiums written by Accelerant Underwriting were ultimately reinsured to third-party risk capital partners. For the trailing twelve months ended March 31, 2025, Accelerant-Retained Exchange Premium represented 8% of Exchange Written Premium.

Our Members (“Supply Side” of our Risk Exchange)

Our Members are experienced specialty underwriters that produce attractive loss ratios. The Members with whom we partner are typically MGAs with $10 to $40 million in premium, a headcount of 15 to 30 employees, and an average tenure of 15 years, operating independently of insurance companies, with delegated authority to underwrite risk on an insurance company’s behalf. We select Members that have an impressive track record of underwriting low-volatility, low-limit, low-hazard risks. The quality of the portfolio written by our Members is highlighted by our gross loss ratio of 53%, 54%, and 51% for the three months ended March 31, 2025 and the

years ended December 31, 2024 and 2023, respectively. Through our rigorous vetting process, we review prospective Members across a range of areas including underwriting, actuarial, compliance, claims, technology, and key talent. Typical criteria we use in screening for new prospective Members include:

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3-to-5-year underwriting track record, either as a standalone MGA or as part of larger organization

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Predominantly commercial, low-limit SME risk focus

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Underwriter-led culture with focus on maintaining profitable business

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Typical annual premium volumes of $3 million to $100 million

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Robust data capture capabilities that can be shared with our Risk Exchange

Our Members typically service small-and-medium-sized businesses, or SMEs, that have annual revenues of $50 million or less, and have one or more risk characteristics that require specialty insurance products. Such risk characteristics may include, for example, the insured’s industry or profession, the location of property exposure, the construction or occupancy type, or the historical claims activity of the aggregate insured business. Our existing portfolio of products consists mostly of commercial combined, property owners and professional indemnity products together with other coverage products. Each of our Members typically specializes in a particular commercial niche (e.g., Pacific Northwestern bowling alleys or Norwegian cold storage facilities). We and they aim to provide the full suite of insurance products the SME owner would need or seek to obtain in each niche. These products are sold in the domicile or state where the insured is based. In the U.S., the specialty insurance products typically, but not always, are written on an E&S basis and regulated by various states’ Departments of Insurance.

Our commitment to our Members and the quality of the Risk Exchange portfolio continues long after a Member is onboarded. Ongoing monitoring through data, frequent expert reviews and audits enables our Members to not only quickly act on growth and business opportunities, but also enables us to identify any areas of deterioration in real time and immediately put in place risk mitigation and/or remediation actions to maintain low loss ratios.

Our Members’ weighted average annual growth rate of premiums written on the Risk Exchange of 39% per year, which includes both growth of existing products on our platform and our Members launching new products on our platform, underscores the accelerating growth of Members when they work with Accelerant.

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Our Member base is highly diversified across both geographic regions and the products and classes of business they write. Our largest member accounted for 8% of our Exchange Written Premium for the trailing twelve months ended March 31, 2025.

The following Member information is as of March 31, 2025, and the following premium information is for the trailing twelve months ended March 31, 2025:

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(1)	Excludes Mission Members.

Our Risk Capital Partners (“Demand Side” of our Risk Exchange)

Premium generated from Members is centrally managed by our Risk Exchange and placed with a diverse stable of high-quality risk capital partners or Accelerant Underwriting. Our risk capital partners include 13 Risk Exchange insurance companies, 79 third-party reinsurers, and four institutional investors contributing capital to Flywheel Re as of March 31, 2025.

The majority of the Risk Exchange’s business that is placed with our reinsurers and institutional investor partners is written directly by Accelerant-owned insurance companies within the U.S., Canada and Europe. The risk is then reinsured, save for a small retention, to Accelerant Re Cayman, our Cayman-incorporated reinsurance company. Reinsurers and institutional investors access the business pooled at Accelerant Re Cayman via quota share, excess of loss, and stop-loss reinsurance arrangements. In 2022, capital from institutional investors was raised to establish Flywheel Re and support business assumed by Flywheel Re during a multi-year risk period ending in June 2025. Additional capital was raised from institutional investors in June 2025 to support business assumed by Flywheel Re during a multi-year risk period scheduled to end in March 2028. Flywheel Re is a special purpose reinsurance entity that participates in the Risk Exchange portfolio on a multi-year basis. We expect Flywheel Re to become a larger part of our risk capital offering as this source of risk capital adds diversification, predictability, and stability to the “demand side” of our platform. The participation of institutional investors and reinsurers also diversifies our sources of risk capital and introduces competitive tension that regulates the cost of capital. Our reinsurer and institutional investor risk capital partners comprise highly rated, third-party reinsurers, the significant majority holding an “A-” or better rating from A.M. Best or

acting on a collateralized basis, and are sufficiently capitalized to support our planned growth over the years, subject to their appetite. Our largest reinsurance relationship represented 14% of Exchange Written Premium for the three months ended March 31, 2025.

The balance of the Risk Exchange’s business is written by third-party insurance companies, in which we do not have an equity stake or any form of ownership and which access the Risk Exchange directly and authorize Accelerant agencies and brokers to source, manage, and monitor the risk. Risk Exchange Insurers that join the Accelerant Risk Exchange can select the business they write based on product and geography. We actively manage the portfolios of the Risk Exchange Insurers to ensure both their own portfolios and those across the platform remain well-balanced from a relative volatility and expected profit perspective. Through March 31, 2025, 13 third-party insurance companies have directly joined the Risk Exchange and contributed 19%, 16%, and 10% of Exchange Written Premium for the three months ended March 31, 2025 and the years ended December 31, 2024 and 2023, respectively.

If all of our new and existing Risk Exchange Insurers had been participating on the Risk Exchange for the trailing twelve months ended March 31, 2025, then those Risk Exchange Insurers would have written 30% of our Exchange Written Premium over that period with the balance contributed by Accelerant Underwriting. As part of our strategy to engage with risk capital partners, we offer quota share reinsurance contracts to these partners. Risk Exchange Insurers will often reinsure a significant portion of the acquired policies while gaining experience with the Risk Exchange. Our target is for premiums written and retained by Risk Exchange Insurers to represent a significant portion of the overall Exchange Written Premiums over the next several years and the capital requirements of our enterprise to decline.

For the trailing twelve months ended March 31, 2025, our Exchange Premium written by risk capital type was as follows:

LOGO

Risk Exchange Insurers may seek our help in securing reinsurance capacity given the breadth of our relationships. In these instances, we can help them establish reinsurance relationships with other risk capital partners as well as reinsure an agreed-upon portion of premium at Accelerant Underwriting.

We maintain a capital-efficient Underwriting segment, with 92% of premium written by Accelerant Underwriting during the trailing twelve months ended March 31, 2025 reinsured to risk capital partners via quota share and excess of loss arrangements. Third-party reinsurers and institutional investors reinsured 69% and 23% of Accelerant GWP, respectively, during the trailing twelve months ended March 31, 2025. For the trailing twelve months ended March 31, 2025, Accelerant-Retained Exchange Premium represented 8% of Exchange Written Premium.

To bolster the risk profile of the Risk Exchange portfolio, we buy inuring excess of loss protection from third-party reinsurers to mitigate the impact of significant loss events. We secure this as additional volatility protection across the entire portfolio, enhancing the value and predictability of our portfolio to risk capital partners.

Recent Developments

As of June 30, 2025 we have 248 Members as compared to 186 Members as of June 30, 2024 (and 232 Members as of March 31, 2025).

The following information represents preliminary financial data constituting an estimated range of Exchange Written Premium and Adjusted EBITDA for the six months ended June 30, 2025 compared to actual Exchange Written Premium and Adjusted EBITDA for the corresponding period of the prior fiscal year. The preliminary financial data included in this prospectus has been prepared by, and is the responsibility of, Accelerant Holdings’ management.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The preliminary financial data is based on the information available to us as of the date of this prospectus. The preliminary estimates may differ from the final reported actual results following the completion of our formal financial statement closing processes and procedures.


	Six Months Ended June 30,
	2025 (Estimated)				2024 (Actual)
	Low		High
	($ in millions)
Exchange Written Premium	$	2,046	$	2,057	$	1,340.6
Adjusted EBITDA	$	100	$	105	$	40.5

For the six months ended June 30, 2025, we expect our Exchange Written Premium to be within the range of $2.05 billion to $2.06 billion, as compared to Exchange Written Premium of $1.34 billion for the six months ended June 30, 2024, which would be an increase of 53% at the midpoint of the estimate. The expected increase is due to the aforementioned growth in our total Member count, as well as growth in the business generated from existing Members during the six months ended June 30, 2025.

For the six months ended June 30, 2025, we expect Adjusted EBITDA to be within the range of $100 million to $105 million, as compared to Adjusted EBITDA of $41 million for the six months ended June 30, 2024, which would be an increase of 150% at the midpoint of the estimate. The expected increase is primarily due to growth in the Exchange Services and MGA Operations reporting segments driven by the aforementioned growth in Exchange Written Premium and Members.

Non-GAAP Measures

Adjusted EBITDA is a non-GAAP measure that should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with GAAP. For our definition of Adjusted EBITDA and information about how and why we use this non-GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Non-GAAP financial measures— Adjusted EBITDA and Adjusted Net Income (Loss).”

The following table provides a reconciliation of our preliminary estimates of net income to our preliminary estimates of Adjusted EBITDA for the six months ended June 30, 2025, and reconciles actual net income to (loss) actual Adjusted EBITDA for the six months ended June 30, 2024:


	Six Months Ended June 30,
	2025 (Estimated)						2024 (Actual)
	Low			High
	($ in millions)
Net income (loss)	$	10		$	20		$	(7.1	)
Adjustments:
Other expenses		36			36			18.2
Tax effect of adjustments to net income (loss)		(5	)		(5	)		(2.8	)

Adjusted net income		41			51			8.3
Adjustments:
Add back tax effect of adjustments to income (loss)		5			5			2.8
Income tax expense . . . . . . . . . . .		19			20			14.8
Interest expenses . . . . . . . . . . .		5			5			6.0
Depreciation and amortization		16			16			10.4
Net foreign exchange losses (gains)		14			8			(1.8	)

Adjusted EBITDA	$	100		$	105		$	40.5

Summary of Risks Associated with Our Business

An investment in our Class A common shares involves numerous risks described in “Risk Factors” and elsewhere in this prospectus. You should carefully consider these risks before making a decision to invest in our Class A common shares. Key risks include, but are not limited to, the following:

•

our Risk Exchange has a limited operating history, which makes it difficult to evaluate its prospects, potential for expansion to new Members and product offerings as well as the future prospects of our overall business. Any expansion efforts that are unsuccessful may materially adversely affect our business, results of operations, financial condition and prospects;

•

we have generated net losses in the past and may incur losses in the future;

•

a decline in our financial strength rating may adversely affect the volume of business we can write;

•

certain Members may choose to leave our Risk Exchange after their contractual commitments have expired, which would adversely affect our results of operations and our ability to offer attractive risk opportunities to our risk capital partners;

•

if we are unable to continue enhancing our technology-based solutions at a pace that allows us to remain attractive to our Members, or continue to gain internal efficiencies and effective internal controls that promote the utility of the analytics we provide to Members, our operating results, client relationships and growth could be adversely affected;

•

if our Members do not provide the data they are contractually obligated to provide or the data provided by our Members is inaccurate or incomplete, our Risk Exchange and participating risk capital partners may be unable to accurately price the risk transferred through our Risk Exchange;

•

if our Members do not maintain consistency in the level of skill and expertise they demonstrate, or adhere to the underwriting guidelines of our Risk Exchange, our Members may experience higher loss ratios and our reputation and relationships with insurance carriers, reinsurers, other Members, other risk capital partners, and brokers could be harmed;

•

we have expanded rapidly in recent years, and we may not be able to continue to attract risk capital partners at the same rate or of the same quality to facilitate similar growth in the future or continue maintaining a capital-efficient model;

•

our financial condition and results of operations could be materially adversely affected if we do not accurately assess the underwriting risk we retain;

•

we may be unable to purchase third-party reinsurance in amounts we desire on commercially acceptable terms or on terms that adequately protect us, and may not have sufficient third-party reinsurance coverage provided by risk capital partners accessing our Risk Exchange, in each case, and this potential inability may cause us to retain more risk than we expect or have forecast, which may materially and adversely affect our business, results of operations and financial condition;

•

we have experienced rapid growth in recent years, and our recent growth rates may not be indicative of our future growth. As our costs increase, we may not be able to generate sufficient revenue to achieve, and if achieved, maintain, profitability;

•

we are subject to economic and reputational harm if companies with which we do business (including our Members and our risk capital partners) engage in negligent, grossly negligent, misleading or fraudulent behavior and damage to our reputation could have a material adverse effect on our business;

•

if we are unable to leverage our information systems to enhance the information benefits available to our Members and risk capital partners through our Risk Exchange, our results may be adversely affected;

•

our future success depends on our ability to continue to develop and implement technology, and to maintain the confidentiality of this technology;

•

our businesses are subject to governmental regulation, changes in which could reduce our profitability, limit our growth, or increase competition;

•

as we continue to grow our Member base, we anticipate expanding into new geographies that could give rise to additional regulatory, risk and other issues, which may materially affect our business, results of operations, financial condition and prospects;

•

while we were not a passive foreign investment company (“PFIC”) in 2024 and do not expect to be a PFIC in 2025 or in future years, U.S. persons who own our Class A common shares may be subject to adverse tax consequences if Accelerant is considered a PFIC for U.S. federal income tax purposes in any year in which they acquire or hold shares; and

•

the other factors discussed under “Risk Factors” beginning on page 28.

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2021 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These reduced requirements include:

•

we are only required to have two years of audited financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;

•

we are exempt from the requirement that critical audit matters be discussed in our independent auditor’s reports on our audited financial statements or any other requirements that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) unless the SEC determines that the application of such requirements to emerging growth companies is in the public interest;

•

we are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting;

•

we are exempt from the “say on pay” and “say on frequency” advisory vote requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”); and

•

we are exempt from certain disclosure requirements relating to compensation of our executive officers and are permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We may take advantage of these reduced requirements until the last day of our fiscal year following the fifth anniversary of the completion of this offering or such earlier time that we are no longer an emerging growth company. We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

Further, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted any new or revised accounting standards before us.

For risks related to our status as an emerging growth company, see “Risk Factors—Risks Related to this Offering and Ownership of Our Class A Common Shares—We are an “emerging growth company” and we expect to elect to comply with reduced public company reporting requirements, which could make our Class A common shares less attractive to investors.”

Our Equity Sponsor

Altamont Capital

Altamont Capital is a private equity firm with over $4 billion of capital under management, focused primarily on making long-term, control investments in middle-market businesses. ACP Accelerant Holdings LP, ACP Accelerant Investment Holding Company, Ltd., ACP Accelerant Investment Holding Company II, Ltd. and ACP Accelerant Co-Invest, LLC are entities that are controlled and beneficially owned by investment funds advised by an affiliate of Altamont Capital, and are selling shareholders in this offering.

Corporate Information

Accelerant Holdings was incorporated in the Cayman Islands in October 2021 with registered number 381680. Our corporate headquarters is located at Accelerant Holdings, c/o Accelerant Re (Cayman) Ltd., Unit 106, Windward 3, Regatta Office Park, West Bay Road, Grand Cayman. Our telephone number is +1 (345) 743-4611.

Our principal website address is www.accelerant.ai. The information contained on, or that can be accessed through, our website is deemed not to be incorporated in this prospectus or to be part of this prospectus. You should not consider information contained on our website to be part of this prospectus in deciding whether to purchase our Class A common shares.

Corporate Structure

The following organizational chart summarizes the ownership percentage of each of Altamont Capital and its affiliates, existing significant shareholders, management, and expected new public shareholders, immediately following the offering, expressed as a percentage of each of voting and economic interests. Holders of the Class A common shares and the Class B common shares are each entitled to certain rights. See “Description of Share Capital—Class A Common Shares and—Class B Common Shares.”

The organizational chart also depicts a simplified structure of the Company, which we consider to include our key operating subsidiaries. The organizational chart is provided for illustrative purposes only and does not purport to represent all legal entities affiliated with, or all subsidiaries of, the Company or the actual legal structure of the Company.

LOGO

The Offering


Class A common shares offered by us		20,276,280 Class A common shares.

Class A common shares offered by the selling shareholders		8,671,088 Class A common shares (13,013,193 Class A common shares if the underwriters’ option to purchase additional Class A common shares is exercised in full). Following the re-designation of existing common shares and the Accelerant Holdings LP Distribution, our selling shareholders will receive Class B common shares. All shares sold by the selling shareholders in this offering will be converted to Class A common shares upon sale.

Class A common shares to be outstanding after this offering		101,143,134 Class A common shares (or 105,485,239 Class A common shares if the underwriters’ option to purchase additional Class A common shares is exercised in full), based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus); or 219,986,563 Class A common shares (if each outstanding Class B common share were converted into one Class A common share).

Underwriters’ option to purchase additional Class A common shares		The underwriters have an option to purchase up to 4,342,105 additional Class A common shares from the selling shareholders at the initial public offering price, less underwriting discounts and commissions. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Class B common shares to be outstanding after this offering		118,843,429 Class B common shares (or 114,501,324 Class B common shares if the underwriters’ option to purchase additional Class A common shares is exercised in full), based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

Directed Share Program		At our request, the underwriters have reserved up to 5% of the Class A common shares offered hereby to offer, at the initial public offering price, to our directors, officers, employees, business associates and related persons. The number of Class A common shares available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on


		the same basis as the other shares offered by this prospectus. Except for any shares acquired by our directors, officers and employees, shares purchased pursuant to the directed share program will not be subject to lock-up agreements with the underwriters. See “Underwriters — Directed Share Program.”

Use of proceeds		We estimate that we will receive net proceeds from our sale of Class A common shares in this offering of $355.1 million, based upon an assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of Class A common shares by the selling shareholders named in this prospectus.

		We intend to use the net proceeds from this offering to fund the $175.3 million redemption of the Class C convertible preference shares if the holders do not elect to convert such preference shares to common shares at the time of the offering, $25.0 million to fund a one-time termination fee upon the successful completion of this offering to an affiliate of Altamont Capital and the remainder for general corporate purposes. See “Use of Proceeds” and “Certain Relationships—Related-Party Transactions.”

Dividend policy		We do not currently pay dividends on any of our common shares and we currently intend to retain all available funds and any future earnings for use in the operation of our business. We may, however, pay cash dividends on our common shares in the future. See “Dividend Policy.”

Controlled company		After this offering, assuming an offering size as set forth in this section, affiliates of Altamont Capital will own 100,480,382 Class B common shares, representing 79.2% of the combined voting power of our common shares outstanding after this offering (or 96,138,277 Class B common shares, representing 77.4% of the combined voting power of our common shares if the underwriters’ option to purchase additional Class A common shares is exercised in full), based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See


		“Management—Controlled Company Status.” Other than Altamont Capital and any of its affiliates, no holder of common shares or any of its affiliates shall be permitted to exceed the Voting Power Threshold and any votes to which such holder would otherwise be entitled in excess thereof shall be disregarded.

Proposed symbol for trading on the NYSE		“ARX.”

Voting rights and term		Upon the consummation of this offering, the holders of our Class A common shares will be entitled to one vote per Class A common share, and the holders of our Class B common shares will be entitled to ten votes per Class B common share. Pursuant to our amended and restated memorandum and articles of association, each holder of our Class B common shares shall have the right to convert each of its Class B common shares into one Class A common share, at any time, upon notice to us. Additionally, Class B common shares will automatically convert into Class A common shares, on a one-for-one basis, upon transfer (other than a permitted transfer) of Class B common shares, such as the Class A common shares sold by the selling shareholders in this offering. The Class B common shares will also automatically convert to Class A common shares upon the earlier of (i) the time Class B common shareholders cease to own 50% of the total number of Class B common shares owned by such holders, in aggregate, immediately upon the closing of this offering or (ii) three years, after which time (in each case) there will be a single class of common shares with one vote per share. Upon consummation of this offering, assuming no exercise of the underwriters’ option to purchase additional common shares, holders of our Class A common shares will hold approximately 6.4% of the combined voting power of our outstanding common shares, and holders of our Class B common shares will hold approximately 93.6% of the combined voting power of our outstanding common shares, based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). If the underwriters’ option to purchase additional Class A common shares is exercised in full, holders of our Class A common shares will hold approximately 8.4% of the combined voting power of our outstanding common shares, and holders of our Class B common shares will hold


		approximately 91.6% of the combined voting power of our outstanding common shares. Based on an assumed initial public offering price of $20.00, which is the high point of the estimated initial public offering price range set forth on the cover page of this prospectus, there will be 101,916,179 Class A common shares and 118,070,383 Class B common shares outstanding after this offering. Based on an assumed initial public offering price of $18.00, which is the low point of the estimated initial public offering price range set forth on the cover page of this prospectus, there will be 100,302,062 Class A common shares and 119,684,501 Class B common shares outstanding after this offering. For a description of the rights of the holders of our Class A common shares and our Class B common shares, see “Description of Share Capital—Class A Common Shares and—Class B Common Shares.”

Risk factors		Investing in our Class A common shares involves a high degree of risk. See “Risk Factors” beginning on page 28 of this prospectus for a discussion of factors you should carefully consider before investing in our Class A common shares.

The number of Class A common shares and Class B common shares that will be outstanding immediately after this offering is based on 101,143,134 Class A common shares and 118,843,429 Class B common shares outstanding as of June 30, 2025, based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), and gives effect to the Accelerant Holdings LP Distribution.

The number of Class A common shares to be outstanding after this offering excludes:

•

16,976,602 Class A common shares issuable upon the exercise of options outstanding under our Share Incentive Plan (the “2023 Plan”) as of March 31, 2025, at a weighted average exercise price of $21.23 per share;

•

35,000,000 Class A common shares reserved for future issuance under the 2023 Plan as described in “Executive Compensation—Equity Compensation Plans and Other Benefit Plans—Share Incentive Plan” of which: (i) 2,381,858 Class A common shares will be issuable upon the vesting of restricted share units granted in connection with the consummation of this offering under the 2023 Plan (as described in the fourth bullet of this paragraph); and (ii) 28,908,880 Class A common shares will be issuable upon the exercise of common share options granted in connection with the consummation of this offering under the 2023 Plan (as described in the fifth bullet of this paragraph). The number of shares subject to common share options is fixed by reference to the initial public offering price and a change in the initial public offering price will have a corresponding impact on the number of shares subject to common share options granted in connection with the consummation of this offering. For additional information see “Unaudited Pro Forma Financial Information—Compensation-Based Expense Upon the Completion of this Offering;”

•

1,000,000 Class A common shares reserved for future issuance under our 2025 Employee Stock Purchase Plan (the “ESPP”), which will become effective in connection with this offering;

•

2,381,858 Class A common shares issuable upon the vesting of restricted share units granted in connection with the consummation of this offering under the 2023 Plan, based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). For additional information see “Unaudited Pro Forma Financial Information—Compensation-Based Expense Upon the Completion of this Offering;” and

•

28,908,880 Class A common shares issuable upon the exercise of common share options granted in connection with the consummation of this offering under the 2023 Plan, based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). This number is fixed by reference to the initial public offering price and a change in the initial public offering price will have a corresponding impact on the number of shares subject to common share options granted in connection with the consummation of this offering. For additional information see “Unaudited Pro Forma Financial Information—Compensation-Based Expense Upon the Completion of this Offering.”

Unless otherwise indicated, all information contained in this prospectus assumes:

•

the completion of the Accelerant Holdings LP Distribution and the effectiveness of our amended and restated memorandum and articles of association, each of which will occur upon or prior to the completion of this offering;

•

the re-designation of existing common shares following the Accelerant Holdings LP Distribution, which will result in the existing common shares which are distributed to holders of vested and unvested restricted profits interests pursuant to the Accelerant Holdings LP Distribution being re-designated into 63,729,915 vested and zero unvested restricted Class A common shares of Accelerant Holdings;

•

the conversion of all outstanding Accelerant Holdings Class A convertible preference shares and Class B convertible preference shares into an aggregate of 6,105,595 Class A common shares and 27,419,593 Class B common shares immediately upon the closing of this offering;

•

the redemption of all outstanding Class C convertible preference shares at a redemption price of $31.55 per share if the holders do not elect to convert such preference shares to common shares at the time of the offering;

•

no exercise of outstanding stock options under the 2023 Plan subsequent to March 31, 2025;

•

an 83.6690-for-1 share subdivision, which became effective on July 14, 2025;

•

an initial public offering price of $19.00 per Class A common share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus; and

•

no exercise of the underwriters’ option to purchase additional Class A common shares.

SUMMARY ACCELERANT HOLDINGS HISTORICAL CONSOLIDATED

FINANCIAL DATA

The following tables set forth the summary of historical financial data of Accelerant Holdings derived from its financial statements as of the dates and for each of the periods indicated. The summary of historical financial data as of December 31, 2024 and 2023 and for each of the years ended December 31, 2024, 2023, and 2022 have been derived from the audited financial statements of Accelerant Holdings included elsewhere in this prospectus. The summary historical financial data as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 have been derived from the unaudited financial statements of Accelerant Holdings included elsewhere in this prospectus.

Our historical annual results are not necessarily indicative of the results to be expected for our 2025 fiscal year or for any future period. The following information is only a summary and should be read in conjunction with the sections entitled “Basis of Presentation,” “Unaudited Pro Forma Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

Accelerant Holdings

Consolidated Statements of Operations


	Three Months Ended March 31,						Years Ended December 31,
*(in millions of U.S. dollars)*	2025			2024			2024			2023			2022
Revenues
Ceding commission income	$	70.7		$	65.0		$	249.5		$	164.2		$	44.3
Direct commission income		28.1			11.6			66.7			37.6			34.5
Net earned premiums		63.0			44.0			226.6			105.1			141.2
Net investment income		12.2			7.9			38.9			19.3			2.6
Net realized gains (losses) on investments		2.3			0.4			1.9			0.5			(3.9	)
Net unrealized gains (losses) on investments		1.7			(0.8	)		19.0			17.3			0.3

Total revenues		178.0			128.1			602.6			344.0			219.0
Expenses
Losses and loss adjustment expenses		45.2			28.7			167.3			80.3			99.5
Amortization of deferred acquisition costs		17.1			22.8			81.4			49.9			35.0
General and administrative expenses		69.9			46.5			227.5			169.2			115.6
Technology and development operating expenses		3.0			2.6			13.4			8.5			8.2
Interest expenses		2.6			3.0			12.1			10.9			4.2
Depreciation and amortization		7.4			4.9			26.6			14.5			5.8
Other expenses		14.2			8.6			47.4			51.1			33.6
Net foreign exchange losses (gains)		3.1			(1.0	)		(5.1	)		3.5			1.4

Total expenses		162.5			116.1			570.6			387.9			303.3

Income (loss) before income taxes		15.5			12.0			32.0			(43.9	)		(84.3	)
Income tax expense		(7.7	)		(9.9	)		(9.1	)		(20.2	)		(11.3	)

Net income (loss)		7.8			2.1			22.9			(64.1	)		(95.6	)

Adjustment for net (income) loss attributable to non-controlling interests		(1.3	)		5.0			4.3			15.3			3.9

Net income (loss) attributable to Accelerant	$	6.5		$	7.1		$	27.2		$	(48.8	)	$	(91.7	)

Consolidated key operating data


	Three Months Ended March 31,						Years Ended December 31,
*(in millions, unless indicated)*	2025			2024			2024			2023			2022
Number of members⁽¹⁾		232			170			217			155			101
Net revenue retention⁽¹⁾		157	%		130	%		153	%		133	%		173	%
Exchange written premium⁽¹⁾	$	985.2		$	583.8		$	3,108.4		$	1,787.3		$	1,200.7
Accelerant-retained exchange premium⁽¹⁾		8	%		11	%		8	%		11	%		15	%
Total revenue	$	178.0		$	128.1		$	602.6		$	344.0		$	219.0
Revenue growth rate		39	%		77	%		75	%		57	%		118	%
Non-GAAP financial measures⁽²⁾
Adjusted EBITDA⁽³⁾	$	42.8		$	27.5		$	113.0		$	36.1		$	(39.3	)
Adjusted EBITDA margin⁽³⁾		24	%		21	%		19	%		10	%		(18	)%
Organic revenue growth rate⁽³⁾		38	%		77	%		75	%		57	%		113	%

(1)	“See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Metrics” for information on how we define and calculate these key operating metrics.

(2)	See “Reconciliation of Non-GAAP financial measures” section for details on how non-GAAP measures are defined and reconciled to GAAP measures.

(3)	For reconciliations of net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin and total revenue to Organic Revenue Growth Rate, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Non-GAAP financial measures.”

Accelerant Holdings

Consolidated Balance Sheets


	As of March 31,		As of December 31,
*(in millions of U.S. dollars)*	2025		2024		2023
Assets
Investments, cash, cash equivalents and restricted cash	$	1,993.5	$	1,880.8	$	1,027.8
Ceded unearned premiums		1,708.7		1,558.4		920.6
Reinsurance recoverables		1,636.7		1,433.8		980.0
Other assets		1,377.0		1,221.9		808.8

Total assets	$	6,715.9	$	6,094.9	$	3,737.2

Liabilities
Unpaid losses and loss adjustment expenses	$	1,513.1	$	1,294.4	$	772.5
Unearned premium		1,986.4		1,803.2		1,152.1
Debt		121.5		121.4		120.3
Other liabilities		2,640.5		2,448.9		1,405.6

Total liabilities	$	6,261.5		5,667.9		3,450.5
Equity
Redeemable preference shares		104.4		104.4		—
Accelerant shareholders’ equity		321.5		304.3		310.5
Non-controlling interests		28.5		18.3		(23.8	)

Total equity		454.4		427.0		286.7

Total liabilities and equity	$	6,715.9	$	6,094.9	$	3,737.2

Capitalization and leverage ratios


	As of March 31,		As of December 31,
*(in millions, unless indicated)*	2025		2024		2023
Total capitalization (total debt and equity*)	$	575.9	$	548.4	$	407.0
Debt		121.5		121.4		120.3
Debt to capitalization ratio		21%		22%		30%

*	Equity consists of redeemable preference shares classified as mezzanine equity, Accelerant shareholders’ equity and non-controlling interests.

RISK FACTORS

Investing in our Class A common shares involves a high degree of risk, including the potential loss of all or part of your investment. Before making an investment decision to purchase our Class A common shares, you should carefully consider the following risks, together with all of the other information contained in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this prospectus. Our business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks or uncertainties, as well as by risks or uncertainties not currently known to us, or that we do not currently believe are material. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Business and Industry

Risks Related to Our Risk Exchange and Our Members

Our Risk Exchange has a limited operating history, which makes it difficult to evaluate its prospects, potential for expansion to new Members and product offerings, as well as the future prospects of our overall business. Any expansion efforts that are unsuccessful may materially adversely affect our business, results of operations, financial condition and prospects.

Our business strategy is focused on the expansion of our Risk Exchange, which has a limited operating history. Our Risk Exchange is a new idea in the specialty insurance market, has been built with reality-developed applications, and our portfolio is currently focused on low-volatility, low-severity SME risks. We have limited experience in many aspects of its operation. Any aspect of our Risk Exchange model that does not achieve expected results, including our ability to sustain and adapt the technology underlying it and to continue to attract Members and risk capital partners to it, may have a material and adverse impact on our financial condition and results of operations. It is therefore difficult to effectively assess our future prospects.

Our targeted market of users of our Risk Exchange may not be familiar with our platform and accordingly may have difficulty distinguishing the services and offerings available through our Risk Exchange from similar insurance services and offerings. Convincing current and future Members and risk capital partners of the value of using our Risk Exchange will be critical to increasing the number of Members, and therefore the premiums written through the Risk Exchange and, correspondingly, the continued success and expansion of our business.

Given the lack of operating history of the Risk Exchange and the evolving nature of the markets in which our business operates, our business is subject to risks and challenges including our ability to, among other things:

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increase awareness of the capabilities of our Risk Exchange;

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manage the increased volume of business on our Risk Exchange and its future growth;

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maintain and evaluate the robustness of our Risk Exchange;

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increase the revenues generated from use of the platform’s services by Members;

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maintain and enhance its relationships with our business partners;

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compete with competitors who may develop alternatives for managing and marketing to risk capital partners;

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improve the Risk Exchange’s operational efficiency; and

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attract, retain, and motivate talented employees to support the growth of the Risk Exchange.

We have generated net losses in the past and may incur losses in the future.

Although we generated net income of $7.8 million and $22.9 million for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively, we have incurred net losses in the past and may do so in the future. We incurred a net loss of $64.1 million for the year ended December 31, 2023, and we had an accumulated deficit of $176.3 million as of March 31, 2025. These results do not reflect the impact of non-cash expense related to our profits interest awards, which would be $1.1 billion to $1.3 billion if the price per Class A common share ranges between $18.00 and $20.00, will be incurred in connection with the consummation of this offering and the AHLP Distribution. We expect to make significant investments to further develop and expand our business. In particular, we expect in the foreseeable future to continue to expend substantial financial and other resources on the development of our technology and data analytics capabilities, growing the reach and capabilities of our existing Members, adding new Members to our Risk Exchange, expanding our product portfolio and expanding into new geographies. As a public company, we will also incur significant legal, accounting and other expenses that we did not incur as a private company. Accordingly, we may not achieve or maintain profitability and we may incur significant losses in the future. Additionally, if we do not achieve or maintain profitability, we may need to raise additional capital to support new business and the aforementioned initiatives, and this may reduce our ability to grow as quickly, or to grow at all.

The addition of any products to our portfolio that may result in a higher loss ratio may be less attractive for our Members and risk capital partners, and may materially adversely affect our business, results of operations, financial condition and prospects.

While we have had success in the current offerings of our Risk Exchange, we may in the future prudently grow beyond the specialty insurance market, and any new products we offer may result in a higher loss ratio than our current specialty insurance market offerings. These new products may result in a higher loss ratio, which may be less attractive for our Members and risk capital partners, and may materially adversely affect our business, results of operations, financial condition and prospects.

A decline in our financial strength rating may adversely affect the volume of business we can write.

Participants in the insurance industry use ratings from independent ratings agencies, such as A.M. Best, as an important means of assessing the financial strength and quality of insurers. In setting its ratings, A.M. Best performs quantitative and qualitative analysis of a company’s balance sheet strength, operating performance and business profile. A.M. Best’s rating process also includes comparisons of an insurer to its peers and industry standards as well as assessments of operating plans, philosophy, and management. A.M. Best financial strength ratings range from “A++” (Superior) to “F” (the latter assigned to insurance companies that have been publicly placed in liquidation). As of the date of this filing, A.M. Best has assigned Accelerant a group financial strength rating of “A-” (Excellent) with a stable outlook as an insurance holding company system. A.M. Best expects us to maintain the strongest level of risk-adjusted capitalization over the longer term, as measured by Best’s Capital Adequacy Ratio (“BCAR”), with capital supporting business growth. A.M. Best assigns ratings that are intended to provide an independent opinion of an insurance company’s ability to meet its obligations to policyholders and are not evaluations directed to investors and are not recommendations to buy, sell, or hold our Class A common shares or any other securities we may issue. A.M. Best periodically reviews our financial strength rating and may revise our rating downward at their discretion based primarily on its analyses of our balance sheet strength, operating performance, and business profile. There are specific building blocks A.M. Best reviews, including capital adequacy, operating performance, operating profile and enterprise risk management, as well as other factors that could affect their analyses such as:

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if we change our business practices from our organizational business plan in a manner that no longer supports A.M. Best’s rating;

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if unfavorable financial, regulatory or market trends affect us, including excess market capacity;

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if we have adverse loss development that is materially in excess of our recorded loss reserves;

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if we have unresolved issues with government regulators;

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if we are unable to retain our senior management or other key personnel;

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if our investment portfolio incurs significant losses or our liquidity is limited;

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if A.M. Best alters its methodology for evaluating reinsurance recoverables; or

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if A.M. Best alters its capital adequacy assessment methodology in a manner that would adversely affect our rating.

These and other factors could result in a downgrade of our financial strength rating. A downgrade or withdrawal of our rating could result in any of the following consequences, among others:

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causing our current and future distribution partners, Members, and insureds to choose other, more highly rated competitors;

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increasing the cost or reducing the availability of reinsurance to us; or

•

severely limiting or preventing us from writing new and renewal insurance contracts.

In addition, in view of the earnings and capital pressures experienced by many financial institutions, including insurance companies, it is possible that rating organizations will heighten the level of scrutiny that they apply to such institutions, increase the frequency and scope of their credit reviews, request additional information from the companies that they rate or increase the capital and other requirements employed in the rating organizations’ models for maintenance of certain ratings levels. We can offer no assurance that our rating will remain at its current level and future reviews may result in adverse ratings consequences, which could have a material adverse effect on our financial condition and results of operations.

Certain Members may choose to leave our Risk Exchange after their contractual commitments have expired, which would adversely affect our results of operations and our ability to offer attractive risk opportunities to our risk capital partners.

Members enter into exclusivity agreements on a five-year rolling basis to remain on our Risk Exchange, which we typically renew annually. Members may choose to leave our Risk Exchange after the exclusivity period has ended, although only one Member has elected to leave to date, based on mutual agreement that the higher policy limits they wanted to offer were not in line with our terms. While we have found that the terms of the exclusivity period are currently favorable to facilitate faster, more profitable growth, market or other forces, including the deterioration of the pricing and economic terms that are offered to our Members, may cause Members to choose not to renew their contracts, or cause us to reduce the duration of time for which we may contractually bind our Members. Our success is largely dependent on our relationships with Members and risk capital partners and on our reputation for providing high-quality services to both. Many of our Members and risk capital partners are businesses that interact in industry groups or trade associations and actively share information among themselves about the quality of service they receive from their vendors, including at the Member events we host and on our Risk Exchange. Therefore, if any Member or risk capital partner is not satisfied with our services or products, it may negatively affect our relationships with multiple other Members or potential Members, which in turn may adversely affect our results of operations.

If we are unable to continue enhancing our technology-based solutions at a pace that allows us to remain attractive to our Members, or continue to gain internal efficiencies and effective internal controls that promote the utility of the analytics we provide to Members, our operating results, relationships with our Members and growth could be adversely affected.

Our future success depends, in significant part, on our ability to anticipate and effectively respond to the threats and opportunities presented by digital disruption, “big data,” data analytics, AI and other developments in technology, particularly in the insurance industry. These may include new applications or insurance-related services based on AI, machine learning, robotics, blockchain or new approaches to data mining. We may be

exposed to competitive risks related to the adoption and application of new technologies by established market participants, or new entrants such as technology and “insurtech” companies, data-mining companies and others. For example, we have invested significantly into our Risk Exchange. Other companies may be developing platforms that may compete with our Risk Exchange, and their success in this space may adversely impact our ability to differentiate our services to our Members. Innovations in software, cloud computing, or other technologies that alter how our services are delivered could significantly undermine our investment in this business if we are slow to innovate or unable to take advantage of these developments.

We must also develop, enhance, and implement technology solutions and technical expertise among our employees that anticipate and keep pace with rapid and continuing changes in technology, industry standards, Member preferences, and internal control standards. We may not be successful in anticipating or responding to these developments on a timely and cost-effective, basis and our ideas and innovations may not be accepted in the marketplace. Additionally, the effort to gain technological expertise and develop new technologies in our business requires us to incur significant expenses. Investments in technology systems may not deliver the benefits or perform as expected once completed, or may become obsolete more quickly than expected, which could result in operational difficulties or additional costs. If we cannot offer new technologies as quickly as our competitors, or if our competitors develop more effective or cost-efficient technologies or other product offerings, we could experience a material adverse effect on our operating results, Member relationships and growth.

In some cases, we depend on key third-party vendors and partners to provide technology and other support for our strategic initiatives. If these third parties fail to perform their obligations or cease to work with us, or fail to protect our data, confidential and propriety information, our ability to execute on our strategic initiatives could be adversely affected. See “Risk Factors—Risks Related to our Technology and Intellectual Property—Loss of key vendor relationships or failure of a vendor to protect our data, confidential and proprietary information could affect our operations.”

If our Members do not provide the data they are contractually obligated to provide or the data provided by our Members is inaccurate or incomplete, our Risk Exchange and participating risk capital partners may be unable to accurately price the risk transferred through our Risk Exchange.

Our Risk Exchange runs on data provided by our Members, which comes from disparate and complex data environments. Though we have developed technology to ingest and synthesize this data into a single, digestible data set, if the data our Risk Exchange captures is faulty or incomplete, the integrity of our Risk Exchange and its ability to analyze the data may be adversely affected. Additionally, although contractually obligated to do so, our Members may, in certain instances, be unable or unwilling to provide some or all of the data they are obligated to provide. Furthermore, as we gain new Members, there is no assurance that new Members will be able to provide data as accurately or promptly as those Members we have attracted to date. If the data we receive from our Members and risk capital partners is inaccurate, incomplete or not timely, our current Members may choose to leave our Risk Exchange, our risk capital partners may misprice risk leading to their dissatisfaction or departure, and our reputation may be harmed, which could materially and adversely affect our business, results of operations, financial condition, and prospects.

If our Members do not maintain consistency in the level of skill and expertise they demonstrate, or adhere to the underwriting guidelines of our Risk Exchange, our Members may experience higher loss ratios and our reputation and relationships with insurance carriers, reinsurers, other Members, other risk capital partners, and brokers could be harmed.

Our ability to attract risk capital partners to our Risk Exchange is substantially dependent on our Members’ ability to effectively evaluate risks within the guidelines of our Risk Exchange. Our business depends, in part, on the accuracy and success of our Members’ underwriting models and their skill in implementing them. We evaluate prospective Members through a rigorous due diligence process before onboarding them to our Risk Exchange. However, if our Members do not perform with the expected level of skill, if any of the models or tools

that they use contain programming or other errors or are ineffective, or if the data that we expect to be provided by Members or third parties is incorrect or stale, our pricing and approval process could be negatively affected, resulting in higher loss ratios and other adverse outcomes for those Members. This could damage our reputation and relationships with risk capital partners, other Members, and potential future counterparties, which could harm our business, results of operations, financial condition, and prospects.

In addition, if any of our Members fail to comply with the underwriting guidelines of our Risk Exchange and the terms of their appointments, we and our risk capital partners could be bound to a particular risk or number of risks that we did not anticipate when the insurance products were developed, and may be subject to litigation or other claims arising from any failures in compliance. Such actions or failure to act by our Members and resulting losses could adversely affect our business, results of operations, financial condition, and prospects.

Our current market share may decrease as a result of disintermediation within the insurance industry, including increased competition from insurance companies, technology companies, and participants in the financial services industry, as well as the shift away from traditional insurance markets.

The insurance intermediary business is highly competitive, and we actively compete with numerous firms for new Members and risk capital partners, many of which have relationships with other insurance companies or have a significant presence in specialty insurance markets that may give them an advantage over us. Other competitive concerns include the quality of our products and services, our pricing, our ability to expand our offerings and the entrance of technology companies into the insurance intermediary business. In addition, the financial services industry may experience further consolidation, and we therefore may encounter increased competition from insurance companies and firms in the financial services industry, as a growing number of larger financial institutions offer a wider variety of financial services, including insurance intermediary services.

Furthermore, there has been an increase in alternative insurance markets, such as self-insurance, captives, risk retention groups, parametric insurance, and non-insurance capital markets. While we compete in these segments on a fee-for-service basis, we cannot be certain that such alternative markets will provide the same level of insurance coverage or profitability as traditional insurance markets.

Our MGA incubator, Mission Underwriters, depends on our ability to identify and partner with specialty underwriting talent, and if we do not identify the correct partners to participate in the Mission platform, or if our competitors attract this underwriting talent instead, it could affect the returns on our equity ownership interests in these Mission entities and accordingly our business, results of operations, financial condition, prospects and reputation.

Mission Underwriters is our MGA incubator that seeks out talented teams of Mission Members and supports them with the tools and resources needed to form their own MGAs that are then jointly owned by us and the underwriters. Mission Underwriters depends on our ability to identify and partner with specialty underwriting talent. By doing so, we are able to directly capitalize on the industry trend of specialized underwriting talent leaving traditional insurance carriers to start their own independent underwriters. Our primary means of identifying such underwriters is our reliance on the Accelerant management team’s knowledge of the specialty insurance markets in which we operate. Such knowledge includes an awareness of high-quality underwriters in these markets. We supplement this market awareness with arrangements with a number of specialist recruiters that seek out underwriters that match our desired profile. Our ongoing recruitment efforts will continue to be important as we grow; we do not currently expect any of the associated recruitment costs to increase materially in the future, although there may be unanticipated factors or circumstances beyond our control that result in increased costs in this area. Mission Underwriters attracts specialty underwriters with its independence, turnkey back office, and equity incentivization combined with the overall Accelerant value proposition. In addition, although we carefully vet potential Mission Members through a rigorous due diligence process before they are onboarded, we may fail to properly identify those who will be able to and successfully operate as Mission Members. Choosing ineffective Mission Members may cause our risk capital partners to reduce, or altogether cease, usage of our Risk Exchange and negatively impact the returns on our equity investments in our Mission Members.

Additionally, our competitors that operate with different business models may have more robust financial, technical, and marketing resources than we do, which may allow them to attract potential Mission Members to their businesses. If we do not identify potential Mission Members, or our competitors are able to attract them instead, it could affect our business, results of operations, financial condition, prospects, and reputation.

Our ability to add new Members to our Risk Exchange may slow over time, which would limit our growth and materially adversely affect our business, results of operations, financial condition, and prospects.

A substantial amount of our growth has been due to successfully adding new Members to our Risk Exchange. We carefully vet existing MGAs through a rigorous diligence process when selecting new Members. As we continue to add new Members, it may become harder to find high-quality MGAs that meet the requirements of our diligence process. It may also be harder to convey the appeal of our Risk Exchange to potential new Members. Any failure on our part to recognize or respond to these challenges may adversely affect our ability to add new Members to our Risk Exchange and may materially adversely affect our business, results of operations, financial condition, and prospects.

On average, it takes 14 weeks to onboard a Member to our Risk Exchange. However, there have been, and in the future, may be, instances in which a Member has not been able to successfully integrate into our Risk Exchange. We believe there is demand in other specialty insurance markets that would support the continued expansion of our Risk Exchange, but to the extent these markets are not driven primarily by MGA business, it may be more difficult to add new Members to our Risk Exchange. Additionally, to the extent we encounter difficulties in the Member onboarding process, Members may not be able to perform at the level we expect, and this may impair our relationships with these Members and with our risk capital partners. If the ability for new Members to quickly join our Risk Exchange is impaired, they may no longer want to join, which may materially adversely affect our business, results of operations, financial condition and prospects.

Our holding of Member and risk capital partner funds exposes us to complex fiduciary regulations and the potential for losses.

Premium generated from Members is centrally managed by our agencies. Consequently, at any given time, we may hold certain funds of our Members and risk capital partners, which subjects us to various regulatory regimes governing the holding and management of these funds, including under the purview of the Financial Services Authority and the Federal Deposit Insurance Corporation (“FDIC”). These entities face the risk of loss if banks do not honor our escrow and trust deposits. The banks may hold a significant amount of these deposits in excess of the federal deposit insurance limit. If any of our depository banks were to become unable to honor any portion of our deposits, our Members and risk capital partners could seek to hold us responsible for such amounts and, if the Members or risk capital partners prevailed in their claims, we could be subject to significant losses.

If new regulations are enacted that affect the ability of our Members to operate, it could materially adversely affect our business, results of operations, financial condition and prospects.

Our operations, and our Members in particular, are subject to extensive laws and regulations in the jurisdictions in which we all operate, including in relation to changing capital requirements. Legislators, regulators, and self-regulatory organizations have in the past, and may in the future, consider various proposals that may affect the ability of our Members to underwrite claims, and new laws and regulations may affect or significantly limit their ability to do so. It is uncertain whether and how these and other such proposals or changes in legislation or regulation would apply to our Members, but to the extent they affect the ability of our Members to operate, this could materially adversely affect our business, results of operations, financial condition and prospects.

Risks Related to Our Risk Capital Partners

We have expanded rapidly in recent years, and we may not be able to continue to attract risk capital partners at the same rate or of the same quality to facilitate similar growth in the future or continue maintaining a capital-efficient model.

Since 2020, we have grown the number of risk capital partners operating on our Risk Exchange from 28 to 96 as of March 31, 2025. Our risk capital partners generally each hold an “A-” or better A.M. Best rating or are acting on a fully collateralized basis. There is no assurance that we will continue to add risk capital partners to our Risk Exchange at the same rate we have historically, or that prospective risk capital partners will be of the same level of quality as those we have attracted to date. Lower quality risk capital partners may subject us to additional counterparty risk, such as through engaging in sub-standard, non-market or even fraudulent practices or through increased likelihood of default. This may translate to reduced underwriting capacity or quality and reliability of the capital available to our Members, which would result in a material adverse effect on our business, results of operations, financial condition and prospects.

Our business model contemplates adding additional risk capital partners to the Risk Exchange to reinsure the growing volume of premiums in the Risk Exchange portfolio, while also increasing the proportion of premiums written directly and retained by primary insurance companies on the Risk Exchange. If we are unable to grow the volume of premiums written directly and retained by primary insurance companies on our Risk Exchange and the proportion of premiums written by Accelerant-owned insurance companies does not decrease, we will need to rely more heavily on the risk capital partners currently on our Risk Exchange and potentially hold more regulatory capital at Accelerant Underwriting. Additionally, if we were to lose one of our existing risk capital partners, an increase in Accelerant GWP could lead to a concentration of counterparties that could materially adversely affect our business, results of operations, financial condition and prospects.

We may not be able to continue to attract institutional investors to Flywheel Re, or those investors may insist in the future on terms that are less economically attractive to us.

Flywheel Re is an unconsolidated reinsurance sidecar entity that we formed in 2022. Upsized capital was raised from institutional investors in June 2025 to support business assumed by Flywheel Re during a multi-year risk period, which covers the underwriting years from April 2025 to March 2028. While Accelerant holds no equity interest in Flywheel Re and does not exercise control over Flywheel Re, approximately 26% of our risk capital was sourced from Flywheel Re as of March 31, 2025, creating more predictability and stability in capacity availability, enabling institutional investors to access risk through our Risk Exchange. If we are unable to continue developing unique risk transfer solutions like Flywheel Re, our ability to retain existing and attract new institutional investors and reinsure risks to them could be adversely affected. To the extent we are unable to attract new risk capital partners in the form of institutional investors, we may not be able to find new capital commitments to provide necessary risk capital. In the future, we may be unable to continue to attract additional institutional investors to contribute capital to Flywheel Re or institutional investors who contribute capital to Flywheel Re may insist on terms that are less economically attractive to us. Our business may be harmed if additional institutional investors are not attracted to Flywheel Re or if there is a dependence upon a limited number of institutional investors.

Certain risk capital partners may look to directly interact with our Members outside of the arrangements dictated by our Risk Exchange or pursue other disintermediation strategies, including leaving our Risk Exchange entirely, which could materially adversely affect our business, results of operations, financial condition and prospects.

Historically, all of the insurance risk underwritten by Members was written by Accelerant-owned insurance companies licensed to insure business written by each Member, and was concurrently ceded through quota share arrangements to risk capital partners. Since 2023, we have expanded our third-party participation (including direct third-party participation) in our Risk Exchange to 19% of Exchange Written Premium for the three months ended

March 31, 2025, which has increased interaction between our Members and risk capital partners. Our agreements with Members prohibit them from entering into similar contracts without our prior consent, require Members to cede all insurance business of a type that is permitted to be written, and requires our Members to allow us to quote competitive terms for any new proposed binding authority before inviting any other insurer to do so. However, if certain risk capital partners choose to interact directly with our Members outside our Risk Exchange or pursue other disintermediation strategies, it could materially adversely affect our business, results of operations, financial condition, and prospects.

Our business, and therefore our financial condition and results of operations, may be adversely affected by a reduction in insurer and reinsurer capacity.

Our results of operations depend on the continued capacity of insurance and reinsurance carriers to adequately and appropriately underwrite risk and provide coverage, which may depend, in turn, on those insurance and/or reinsurance companies’ ability to procure reinsurance. Capacity could also be reduced by insurance or reinsurance companies failing or withdrawing from writing certain coverages that are ultimately offered to policyholders. We have no control over these matters. To the extent that reinsurance becomes less widely available or significantly more expensive, we may not be able to procure the amount or types of reinsurance that we require and the coverage our Members underwrite for policyholders may be too expensive or more limited than is acceptable.

The failure of risk capital partners to pay claims in an accurate and timely fashion could materially and adversely affect our business, results of operations, financial condition and prospects.

Risk capital partners on our Risk Exchange must evaluate and pay claims that are made under bound policies in an accurate and timely fashion. Many factors affect their ability to pay claims in an accurate and timely fashion, including the training and experience of claims representatives, the effectiveness of their management, and their ability to develop or select and implement appropriate procedures and systems to support claims administration and other functions. Failure to pay claims in an accurate and timely fashion could lead to regulatory and administrative actions or material litigation, which could harm our Members and also undermine our reputation in the marketplace, and accordingly, materially and adversely affect our business, results of operations, financial condition, and prospects.

We may lose risk capital partners as a result of consolidation within the insurance and reinsurance industries.

We have historically relied on reinsurance arrangements for a significant amount of our risk capital. There has been considerable consolidation in the reinsurance industry in recent years, driven primarily by smaller reinsurers lacking the scale and diversification to succeed in the current market. We expect this trend to continue. As a result, we may lose some of our current counterparties that are ultimately acquired by other firms who have their own operations or established relationships with other platforms. To date, our business has not been materially affected by consolidation among insurers or reinsurers, however, we cannot assure you that we will not be affected by industry consolidation that may occur in the future. Such consolidation could materially adversely affect our business, results of operations or financial condition.

Changes in reinsurance regulation could limit the availability of risk capital in the future.

The reinsurance business in which many of our risk capital partners are engaged is highly regulated. The extent of regulation varies across the jurisdictions in which we and our Members operate, but generally is governed by laws that delegate regulatory, supervisory and administrative authority to insurance departments and similar regulatory agencies. Legislators, regulators and self-regulatory organizations have in the past, and may in the future, consider various proposals that may affect the ability of our risk capital partners to participate on our Risk Exchange and of our reinsurers, such as Flywheel Re, to access premium written or reinsured by us on the Risk Exchange platform. Any negative changes in these laws or regulations could materially adversely affect our business, results of operations or financial condition.

U.S.-based activities of our Members or ceding companies on the Risk Exchange may be attributed to a non-U.S. risk capital partner for tax purposes in certain circumstances, and our ability to grow the Risk Exchange may be limited as a result.

U.S.-based activities of our Members or ceding companies on the Risk Exchange could, in certain circumstances, be attributed to a non-U.S. risk capital partner and cause it to be subject to U.S. federal income tax. This would not be the case, however, with respect to U.S.-based activities of a Member or ceding company that is considered an independent agent of a non-U.S. risk capital partner eligible for benefits under a U.S. income tax treaty. Therefore, prospective non-U.S., non-treaty eligible risk capital partners may be unwilling to participate in the Risk Exchange, may require U.S. ceding companies to retain some portion of the risk that is reinsured, or may otherwise seek assurances the activities of such ceding companies will not be attributed to them for these purposes. The foregoing tax considerations may limit the pool of prospective risk capital partners and our ability to grow the Risk Exchange may be limited as a result. In addition, risk retention by ceding companies on the Risk Exchange may be in tension with our capital-efficient business model.

Risks Related to Underwriting Activities

Our financial condition and results of operations could be materially adversely affected if we do not accurately assess the underwriting risk we retain.

Our underwriting performance in respect of the policies underwritten by our Members and retained by our own insurance and reinsurance companies, either directly or assumed from Risk Exchange Insurers, is dependent on our ability to accurately assess the risks associated with these policies. We rely on the experience of our Members’ underwriting personnel in assessing those risks. In addition, our Members’ employees make decisions and choices in the ordinary course of our underwriting activities that potentially expose us to underwriting risk. If our Members misunderstand the nature or extent of the risks that they underwrite, they may fail to establish appropriate premium rates or other pricing elements, which could adversely affect our business, results of operations and financial condition.

We may be unable to purchase third-party reinsurance in amounts we desire on commercially acceptable terms or on terms that adequately protect us, and may not have sufficient third-party reinsurance coverage provided by risk capital partners accessing our Risk Exchange, in each case, and this potential inability may cause us to retain more risk than we expect or have forecasted, which may materially and adversely affect our business, results of operations and financial condition.

We strategically secure reinsurance from third parties, which enhances our business by protecting our capital from severity events (either large single-event losses or catastrophes). Reinsurance involves transferring, or ceding, a portion of our risk exposure on policies that we write to another reinsurer, in exchange for a premium paid to the reinsurer. We reinsured 91.6% and 91.2% of Accelerant GWP for the trailing twelve months ended March 31, 2025 and the year ended December 31, 2024, respectively. Under our reinsurance arrangements, we hold $77.6 million in trust to support reinsurance recoverables as of March 31, 2025. The collateral is all in fixed income securities allowed under Section 114 trusts under the NAIC model laws. Relatedly, we have entered into reinsurance agreements with our Risk Exchange Insurers consisting of either stop-loss or quota share reinsurance. When we reinsure this business, we place the majority of it with third-party reinsurers or institutional investors. If we are unable to renew our expiring contracts, enter into new reinsurance arrangements on acceptable terms, or expand our existing reinsurance coverage where necessary, our loss exposure could increase, which would increase our potential losses related to loss events. If we are unwilling to bear an increase in loss exposure, we may need to reduce the level of our underwriting commitments, both of which could materially and adversely affect our business, results of operations and financial condition.

There may be situations in which reinsurers exclude certain coverages from, or alter terms in, the reinsurance contracts we enter with them. As a result, we, like other insurance companies, could write insurance policies which, to some extent, do not have the benefit of reinsurance protection. These gaps in reinsurance protection could expose us to greater risk and greater potential losses.

Unexpected changes in the interpretation of the coverage or provisions of the policies we underwrite, including loss limitations and exclusions, could have a material adverse effect on our business, results of operations and financial condition.

There can be no assurances that loss limitations or exclusions in our policies will be enforceable in the manner we intend. As industry practices and legal, judicial, social, and other conditions change, unexpected and unintended issues related to claims and coverage may emerge. For example, many of our policies limit the period during which a policyholder may bring a claim, which may be shorter than the statutory period under which such claims can be brought against our policyholders, and other policies now contain a COVID-19 specific exclusion. While these limitations and exclusions help us assess and mitigate our loss exposure, it is possible that a court or regulatory authority could nullify or void a limitation or exclusion, or legislation could be enacted that modifies or bars the use of such limitations or exclusions. These types of governmental actions could result in higher than anticipated losses and loss adjustment expenses (“LAE”), which could have a material adverse effect on our financial condition or results of operations, or the results of operations of our risk capital partners. In addition, court decisions may read policy exclusions narrowly to expand coverage, thereby requiring insurers to create and write new exclusions.

These issues may adversely affect our business by either broadening coverage beyond our Members’ underwriting intent or by increasing the frequency or severity of claims. In some instances, these changes may not become apparent until after Accelerant-owned insurance companies or our risk capital partners have issued insurance contracts that are affected by the changes. As a result, the full extent of liability under these insurance contracts may not be known for many years after a contract is issued.

The movement in our individual Member commission structures could materially affect the commissions retained on written premiums.

Our individual Member commission structures typically allow our Members to receive a higher commission if the quality of their business underwritten through our Risk Exchange is high and a lower commission if the quality is low. Additionally, our typical reinsurance contracts may have us owing commission back to our reinsurers if the actual loss ratio of the covered contracts is higher than our expected loss ratio or vice versa. The movements on these two variables could have a material adverse effect on our business, results of operations, and financial condition. There is a scenario in which we could owe more commission to Members and receive less from reinsurers.

The failure of any of the loss limitation methods we employ could have a material adverse effect on our financial condition and results of operations.

As part of our overall risk strategy, we purchase excess of loss protection from third-party reinsurers to mitigate the impact of a significant loss event(s) beyond those that we reasonably anticipate at the time of underwriting. Market conditions beyond our control, including the price and availability of capacity, may affect the amount of excess of loss protection we are able to purchase. While we maintain coverage with an excess of loss program, if the frequency and severity of global catastrophes and significant loss events increases, such coverage may be insufficient to cover our losses. If we are not able to effectively mitigate our loss limitation exposure, in the event of such losses, our business, results of operations and financial condition could be materially affected.

Our losses and loss expense reserves may be inadequate to cover our actual losses, which could have a material adverse effect on our business, results of operations and financial condition.

Our success depends on our ability to accurately assess the risks related to the businesses and people that our insurance carrier subsidiaries insure. We establish losses and LAE reserves for the best estimate of the ultimate payment of all claims that have been incurred, or could be incurred in the future, and the related costs of adjusting those claims, as of the date of our financial statements. As of March 31, 2025, our reserve for unpaid losses and

LAE was $1.51 billion. Loss reserves are inherently uncertain as they represent management’s estimates of losses that will not become known until claims settlements in the future, and therefore do not represent an exact calculation of liability. Rather, reserves represent an estimate of what we expect the ultimate settlement and administration of claims will cost us, and our ultimate liability may be greater or less than our estimate.

As part of the reserving process, we review historical data and consider the impact of such factors as:

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claims inflation, which is the sustained increase in cost of materials, labor, medical services and other components of claims cost;

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claims development patterns by line of business, as well as frequency and severity trends;

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pricing for our products;

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legislative and regulatory activity;

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social and economic patterns; and

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litigation, judicial and regulatory trends.

These variables are affected by both internal and external events that could increase our exposure to losses, and we continually monitor our loss reserves using new information on reported claims and a variety of statistical techniques and modeling simulations. This process assumes that past experience (adjusted for the effects of current developments, anticipated trends, and current and anticipated market conditions) is an appropriate basis for predicting future events. There is, however, no precise method for evaluating the impact of any specific factor on the adequacy of loss reserves, and actual results may deviate, perhaps substantially, from our reserve estimates. For instance, the following uncertainties may have an impact on the adequacy of our reserves:

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When a claim is received, it may take considerable time to fully assess the extent of the covered loss suffered by the insured. Consequently, estimates of loss associated with specified claims can increase as new information emerges over time, which could cause the reserves for the claim to become inadequate.

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From time to time, courts enforce new theories of liability retroactively. The failure of any of the loss limitations or exclusions we employ, or changes in other claims or coverage issues, could have a material adverse effect on our business, results of operations, financial condition and prospects.

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Volatility in the financial markets, economic events and other external factors may result in an increase in the number of claims and/or severity of the claims reported.

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If claims were to become more frequent, even if we had no liability for those claims, the cost of evaluating such claims could escalate beyond the amount of the loss adjustment expense reserves we have established. As we enter new lines of business, or as a result of new theories of claims, we may encounter an increase in claims frequency and greater claims handling costs than we had anticipated.

Inflation has an adverse impact on the cost of insured losses and expected future insured losses. Though we attempt to increase premium rates to reflect the impact of inflation on expected losses, we may not be able to do so and there can be no assurances that any such premium rate increases will be adequate to offset the impact of inflation on our financial performance.

If any of our reserves should prove to be inadequate, we will be required to increase our reserves resulting in a reduction in our net income and shareholders’ equity in the period in which the deficiency is identified. Elevated inflationary conditions could, among other things, cause loss costs and thus reserves to increase in magnitude. Future loss experience substantially in excess of established reserves could also have a material adverse effect on our future earnings, liquidity, and/or our financial ratings.

Our reinsurers may not reimburse us for claims on a timely basis, or at all, which may materially and adversely affect our business, results of operations and financial condition.

The reinsurance contracts that we enter into to help manage our risks require us to pay premiums to the reinsurance carriers who will in turn reimburse us for a portion of covered policy claims. In many cases, a reinsurer will be called upon to reimburse us for policy claims many years after we have paid reinsurance premiums to the reinsurer. Although reinsurance makes the reinsurer liable to us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us (the ceding insurer) of our primary liability to our policyholders. Our current reinsurance program is designed to limit our financial risk. However, our reinsurers may not pay claims we incur on a timely basis, or they may not pay some or any of these claims. For example, reinsurers may default in their financial obligations to us in the event of insolvency, insufficient liquidity, operational failure, political and/or regulatory prohibitions, fraud, asserted defenses based on agreement wordings or the principle of utmost good faith, asserted deficiencies in the documentation of agreements or other reasons. Any disputes with reinsurers regarding coverage under reinsurance contracts could be time-consuming, costly, and uncertain of success. These risks could cause us to incur increased net losses, and, therefore, adversely affect our business, results of operations, and financial condition. As of March 31, 2025, we had $1.64 billion of aggregate reinsurance recoverables.

In mid-July 2023, we became aware that one of our reinsurance partners may have been the victim of a fraudulent scheme related to falsified letters of credit (which were used as collateral in our reinsurance agreements with such reinsurance partner). Thereafter, we confirmed that the letters of credit provided on behalf of such reinsurance partner were fraudulent. As a result, we determined that approximately $23 million of reinsurance recoverables were not effectively collateralized. We immediately demanded that the affected reinsurance partner provide valid replacement collateral to support the impacted reinsurance coverage. During this time, we engaged with regulators of our impacted U.S. insurance companies, notably the Department of Insurance of Arkansas for ASIC, and then subsequently filed the relevant quarterly statutory financial statements and did not admit the reinsurance recoverables subject to the falsified letters of credit. Accordingly, the surplus of ASIC dropped below the minimum surplus requirements for certain states. On August 15, 2023, ASIC filed its third quarter financial statements, which reflected the reduction of ASIC’s statutory capital. ASIC members and brokers were notified of the fact that ASIC statutory capital had fallen below the $45 million statutory requirement mandated by the state of California. Surplus lines brokers were not able to place insurance coverage with ASIC as we worked to replace the reinsurer and the collateral, which we accomplished by September 30, 2023. While we do not believe these circumstances had a material adverse impact on our business, to the extent any of our reinsurance partners are subject to similar circumstances in the future, we may suffer a material adverse effect on our business, financial condition, results of operations and prospects.

While as of March 31, 2025 we believe we no longer carry any exposure to the fraudulent instruments, there can be no assurance that we would not experience a similar result in the future. We have evaluated our internal due diligence processes related to verification of the validity of all reinsurance letters of credit and made improvements to enable us to identify and prevent the use of such fraudulent instruments in our reinsurance transactions more effectively. However, if our due diligence process improvements are not adequate to identify and prevent possible future fraudulent schemes of this nature, we could become a victim of such fraud, thereby increasing our financial risk and negatively impacting our profitability or regulatory compliance. In addition, future incidents of this nature could have a negative impact on the reinsurance industry as a whole and possibly constrain the availability of reinsurance coverage.

Severe weather conditions, including the effects of climate change and catastrophes, as well as man-made events, such as terrorism, may adversely affect our business, results of operations and financial condition.

The ability to effectively underwrite, model and price risk becomes more challenging as exposure to the risk of severe weather conditions, earthquakes and man-made catastrophes becomes more prominent in the insurance

industry. Catastrophes can be caused by natural events such as severe winter weather, tornadoes, windstorms, earthquakes, hailstorms, severe thunderstorms and fires, or man-made events such as terrorist attacks, explosions, war and riots.

Climate change has contributed to an increase in the frequency and severity of natural disasters and the creation of uncertainty as to future trends and exposures. Over the past several years, changing weather patterns and climatic conditions, such as global warming, have added to the unpredictability and frequency of natural disasters in certain parts of the world, including the markets in which we operate. This effect has led to conditions in the ocean and atmosphere, including warmer-than-average sea-surface temperatures and low wind shear that increase hurricane activity. As such, climate change presents significant financial implications for our Members in areas such as underwriting, claims and investments, as well as risk capacity, financial reserving and operations. We are also subject to losses occurring as a result of man-made events, including acts of terrorism, military actions, cyberterrorism, explosions, and biological, chemical or radiological events.

The occurrence of any severe weather event or man-made catastrophic event could materially adversely affect our business, results of operations, and financial condition. Additionally, any increased frequency and severity of any such event could have a material adverse effect on our ability to predict, quantify, reinsure and manage catastrophe risk and may materially increase our losses resulting from such catastrophe events. The concentrations of exposure that produce the largest modeled losses to our portfolio are hurricane and other weather events along the Atlantic seaboard, wildfire prone areas in California or other states, U.S. severe convective storms, UK wind and flood, and European wind and flood, among others. For the 2024 treaty year, our U.S. property catastrophe excess of loss retention for a modeled gross occurrence is expected to be $35 million with a 1-in-100 year return period. Our EEA/UK property catastrophe excess of loss retention is expected to be $44 million for a modeled gross occurrence at a 1-in-250 year return period.

In addition, lawmakers and regulators have imposed and may continue to impose new requirements or issue new guidance aimed at addressing or mitigating climate change-related risks and efforts undertaken in response thereto. Additional actions by governments, regulators and international standard setters could result in substantial additional regulation to which we and our Members may be subject. It is also possible that the laws and regulations adopted in these jurisdictions regarding climate change-related risks will differ from one another, and that they could be inconsistent with the laws and regulations of other jurisdictions in which we operate.

In addition, severe weather and other effects of climate change result in more frequent and more severe damages, leading to lawsuits, more aggressive attorney involvement in insurance claims, expanded theories of liability, higher jury awards, lawsuit abuse and third-party litigation finance, all of which create the potential for a large rise in the total number of claims brought against us. More severe damages and a rise in the type and severity of claims could adversely affect our business, results of operations, financial condition and prospects.

General Risks

We have experienced rapid growth in recent years, and our recent growth rates may not be indicative of our future growth. As our costs increase, we may not be able to generate sufficient revenue to achieve, and if achieved, maintain, profitability.

We have experienced significant revenue growth in recent years. Our total revenues grew 39% in the three months ended March 31, 2025 from $128 million for the three months ended March 31, 2024 to $178 million for the three months ended March 31, 2025, 75% in 2024 from $344 million in 2023 to $603 million in 2024 and 57% in 2023 from $219 million in 2022 to $344 million in 2023. As we continue to scale our business, our annual growth rate is likely to moderate. In future periods, we may not be able to sustain revenue growth consistent with recent history, or at all. We believe our revenue growth depends on a number of factors, including, but not limited to, our ability to:

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price our products effectively so that we are able to attract and retain Members without compromising our profitability;

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attract new Members and Mission Members, successfully deploy and implement our products, obtain Member renewals, and provide our Members with excellent support and tailored services;

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attract and retain talented Member managers, executives and other employees;

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attract and retain risk capital partners;

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enhance our information, training and communication systems to ensure that our employees are well coordinated and can effectively communicate with Members and each other;

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improve our internal control over financial reporting and disclosure controls and procedures to ensure timely and accurate reporting of our operational and financial results;

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successfully create new distribution channels;

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successfully introduce new products and enhance existing products;

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successfully introduce our products to new markets inside and outside the United States;

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successfully compete against larger companies and new market entrants; and

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increase awareness of our brand.

We may not successfully accomplish any of these objectives and as a result, it is difficult for us to forecast our future results of operations. Our historical growth rate should not be considered indicative of our future performance and may decline in the future. In future periods, our revenue could grow more slowly than in recent years or decline for any number of reasons, including those outlined above. We also expect our operating expenses to increase in future periods, particularly as we continue to operate as a public company, continue to invest in research, development and technology infrastructure and expand our operations internationally. If our revenue growth does not increase to offset these anticipated increases in our operating expenses, our business, results of operations and financial position will be harmed, and we may not be able to achieve or maintain profitability. In addition, the additional expenses we will incur may not lead to sufficient additional revenue to maintain historical revenue growth rates and profitability.

As we expand our business, it is important that we continue to maintain a high level of service to our Members and risk capital partners and maintain Member and risk capital partners satisfaction. If we are not able to continue to provide high levels of service to our Members and risk capital partners, our reputation, as well as our business, results of operations and financial condition could be adversely affected.

We are subject to economic and reputational harm if companies with which we do business (including our Members and our risk capital partners) engage in negligent, grossly negligent, misleading or fraudulent behavior and damage to our reputation could have a material adverse effect on our business.

In operating our Risk Exchange, we rely on our Members and risk capital partners to provide their contractually obligated services and accurate data. If one or more of these constituencies, whether negligently or intentionally, fails to provide the services it has offered, capital as agreed, mishandles or misappropriates funds, or otherwise fails to properly provide products and services as expected, we face potential liability for damages and reputational harm.

Our ability to attract and retain Members, risk capital partners, employees and investors is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, financial condition and other subjective qualities. Negative perceptions or publicity regarding these matters could erode trust and confidence and damage our reputation among existing and potential Members, capital providers and other constituencies, which, in turn, could make it difficult for us to maintain existing Members and attract new ones. Damage to our reputation due to a failure to proactively communicate to stakeholders on changes in strategy and business plans could further affect the confidence of our Members, risk capital partners, regulators, creditors, investors and other parties that are important to our business, having a material adverse effect on our business, ability to raise capital, financial condition, and results of operations.

Our business may face significant competitive pressures in the future.

MGA activity, binding authority, underwriting management and other intermediary and underwriting and claims administration specialties are highly competitive. We believe that our ability to compete is dependent on the quality of our people, service, product features, price, commission structure, financial strength and the ability to access certain specialty insurance markets. We compete with a large number of national, regional and local organizations in the insurance industry. New or increased competition from these organizations or other entities that emerge, or regulatory or other industry developments, could harm our business, results of operations, financial condition and prospects.

We rely on third parties to perform key functions of our business operations enabling our provision of services to our Members and risk capital partners. These third parties may act in ways that could harm our business.

We rely on third parties, including Pro Global and in some cases subcontractors, to provide services, data and information such as technology, information security, funds transfers, data processing, support functions and administration that are critical to the operations of our business. These third-party service providers include data providers, plan trustees, payroll service providers, benefits administrators, software and system vendors, health plan providers, and providers of human resources, among others. Some of these third parties help us collect, process, transmit and store large quantities of personal financial information and other confidential and sensitive data about our customers, which must be protected by our information technology systems. Pro Global provides basic operational support for pre-processing of bordereaux files as part of our core business processes. As we do not fully control the actions of these third parties, we are subject to the risk that their decisions, actions or inactions may adversely impact us, and replacing these service providers could create significant delay and expense. Additionally, information technology systems are potentially vulnerable to damage, breakdown or interruption from a variety of sources, including but not limited to: cyberattacks, ransomware, malware, security breaches, sophisticated social engineering, denial-of-service attacks, theft or misuse, unauthorized access or improper actions by insiders or employees, sophisticated nation-state and nation-state-supported actors, natural disasters, terrorism, war, telecommunication, and electrical failures or other compromise. A failure by third parties to comply with service-level agreements or regulatory or legal requirements in a high-quality and timely manner, particularly during periods of our peak demand for their services, could result in economic and reputational harm to us. In addition, we face risks as we transition from in-house functions to third-party support functions and providers that there may be disruptions in service or other unintended results that may adversely affect our business operations. These third parties face their own technology, operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential Member, employee or company information, could cause harm to our business and reputation. An interruption in or the cessation of service by any service provider as a result of systems failures, cybersecurity incidents, capacity constraints, financial difficulties, or for any other reason could disrupt our operations, impact our ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims from Members or employees, damage to our reputation, and harm to our business.

Additionally, while we select our Members and third-party vendors carefully, cyberattacks and security breaches at a Member or vendor could adversely affect our ability to deliver products and services to our Members and otherwise conduct our business put our systems at risk. The types of incidents affecting us, our Members or our third-party vendors could result in intellectual property or other confidential information being lost, stolen, or otherwise compromised, including Member, employee or company data and we may not be able to (timely) detect incidents in our information technology systems or assess the severity or impact of a breach in a timely manner. We may also have insufficient recourse against third parties and may be required to expend substantial resources to mitigate the impact of such an event, and to develop and implement protections to prevent future events of this nature from occurring. Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, regulatory compliance status, operations, sales and operating results, or result in additional legal liability including regulatory sanctions. We believe we are not reliant on any third-party vendors from owned or affiliated entities.

There is increased litigation relating to COVID-19 being brought against participants in the insurance industry, and it is possible COVID-19 business interruption claims may cause us to suffer material losses.

As uncertainty around the COVID-19 pandemic has slowed, litigation related to COVID-19 has increased, and may continue to increase as additional claimants come forth. Business interruption insurance has been and remains a loss covered by the products issued by our Members where requested by the policyholders. While we began to include COVID-19 specific exclusions in the business interruption policies written by Accelerant Underwriting after the onset of the pandemic, there remains uncertainty in our potential exposure for certain business interruption insurance policies written prior to the COVID-19 pandemic. One of our Members extended coverage on business interruption policies for a carry-over period prior to adding a COVID-19 specific exclusion. Such policies were reinsured by one of our risk capital partners. Currently, language similar to the language included in this Member’s policies is being considered by the UK courts. If the UK courts were to apply a broader or different interpretation to the language of the business interruption policies than we have previously applied, any liability we have under claims asserted with respect to this Member’s policies could result in significant losses, thereby materially and adversely affecting our business, results of operations, financial condition and prospects. During the period commencing in December 2018 to March 2020, the Company issued 35,683 policies with attaching business interruption coverage, which were generally limited to £50 thousand ($63 thousand) per policy. Total coverage limits for the underlying policies were £1.78 billion ($2.22 billion) as of March 31, 2025. As of March 31, 2025, the Company received 3,436 notifications of claims, and paid or reserved approximately €21.6 million ($23.4 million) in respect of such claims. Our policy and coverage limits and notifications of claims reserve are generally presented in British pound sterling or Euros, and our consolidated financial statements are presented in United States dollars. We translate our policy and coverage limits and notifications of claims reserve into United States dollars based on the exchange rate as of March 31, 2025. This amount represents a combination of claims paid, legal fees and the Company’s outstanding indemnity reserves for valid claims reported to date. Losses incurred would be subject to third-party (re)insurance, whereby our net exposure would be expected to be less than 10% of the total.

Pandemics or other outbreaks of contagious diseases and the measures to mitigate their spread could materially adversely affect our business, results of operation and financial condition and those of our Members and risk capital partners.

The global outbreak of the COVID-19 pandemic and measures to mitigate the spread of COVID-19 caused unprecedented disruptions to the global and U.S. economies and significantly impacted the global supply chain. Future pandemics and other outbreaks of contagious diseases could result in similar or worse impacts and significant business and operational disruptions, including business closures, supply chain disruptions, travel restrictions, stay-at-home orders and limitations on the availability of workforces. If significant portions of our workforce are unable to work effectively, including because of illness or quarantines or from the impacts of any potential future pandemics and other outbreaks of contagious diseases, our business could be materially adversely affected. It is possible that future pandemics and other outbreaks of contagious diseases could cause disruption in Members’ businesses; cause delay or limit the ability of Members to perform, including in making timely payments. Future pandemics and other outbreaks of contagious diseases could impact capital markets, which may impact our, our Members’ and/or our risk capital partners’ financial position. Future pandemics and other outbreaks of contagious diseases may also have the effect of exacerbating several of the other risks we face as discussed in this disclosure.

Our international operations expose us to various international risks, including exchange rate fluctuations, that could adversely affect our business.

Our operations are conducted in numerous geographies including the United States, United Kingdom, Europe, Canada and Australia. Accordingly, we are subject to regulatory, legal, economic and market risks associated with operating in foreign countries, including the potential for:

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adverse effects of currency fluctuations;

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disparate tax regimes;

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unexpected wage inflation or job turnover and legal and compliance costs and risks;

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extensive and conflicting regulations in the countries in which we do business;

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penalties resulting from noncompliance with sanctions, bribery and anti-money laundering regulations;

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imposition of investment requirements or other restrictions by foreign governments;

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longer payment cycles;

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greater difficulties in collecting accounts receivable;

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insufficient demand for our services in foreign jurisdictions;

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our ability to execute effective and efficient cross-border sourcing of services on behalf of our Members;

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actions effecting the flow of services and currency;

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the reliance on or use of third parties to perform services on our behalf;

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restrictions on the import and export of technologies and trade barriers.

Approximately 51% and 34% of our revenues for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively, were generated outside of North America. We are exposed to currency risk from the potential changes between the exchange rates of the U.S. Dollar, Canadian Dollar, British Pound, Euro, Swedish Krona, Danish Krone and other European currencies. Exchange rate movements may change over time, and they could have an adverse impact on our financial results and cash flows reported in U.S. dollars. Our U.S. operations earn revenue and incur expenses primarily in U.S. dollars. Due to fluctuations in foreign exchange rates, we are subject to economic exposure as well as currency translation exposure on the net operating results of our operations. Because our non-U.S. based revenue is exposed to foreign exchange fluctuations, exchange rate movement can have an impact on our business, results of operations, financial condition and cash flow.

Our performance can be affected by global economic conditions as well as geopolitical tensions and other conditions with global reach. In recent years, concerns about the global economic outlook have adversely affected economic markets and business conditions in general. Geopolitical tensions, such as Russia’s incursion into Ukraine, tension between the United States and China, enhanced conflict in the Middle East, economic sanctions, the volatility of oil prices, heightened concerns about cyber-attacks, inflation and hyper-inflation have resulted in market volatility and higher interest rates, increasing global tensions and growing uncertainty for global commerce and instability in the global capital markets. Sustained or worsening of these and other global economic conditions and increasing geopolitical tensions may negatively impact our business, results of operations, financial condition and prospects.

Adverse economic factors, including recession, inflation, periods of high unemployment or lower economic activity could result in the sale of fewer policies than expected or an increase in the frequency of claims and premium defaults, and even the falsification of claims or a combination of these effects, which, in turn, could affect our growth and profitability.

Factors such as business revenue, economic conditions, the volatility and strength of the capital markets, trade disputes, including the imposition of new or increased tariffs, and inflation can affect our business and the economic environment. These same factors affect our ability to generate revenue and profits. In an economic downturn that is characterized by higher unemployment, declining spending and reduced corporate revenue, the demand for insurance products is generally adversely affected, which directly affects our premium levels and profitability. Negative economic factors may also affect our ability to receive the appropriate rate for the risk we insure with our policyholders and may adversely affect the number of policies we can write, and our opportunities to underwrite profitable business. In an economic downturn, our policyholders may have less need for insurance coverage, may cancel existing insurance policies, modify their coverage or not renew the policies they hold with us. Existing policyholders may exaggerate or even falsify claims to obtain higher claims

payments. In addition, if certain segments of the economy, such as the construction or energy production and servicing segments (which would affect several of the industries we serve at one time) were to significantly decline, it could adversely affect our results. These outcomes may materially adversely affect our business, results of operations, financial condition, and prospects.

We maintain cash, cash equivalents and investments at financial institutions and are exposed to credit risk in the event of default by such financial institutions.

We maintain cash, cash equivalents and investments, including funds held in a fiduciary capacity, with various global financial institutions. Following the U.S. regional banking volatility in March 2023, we transferred all deposits in excess of the FDIC limit from First Republic Bank to PNC Financial Services Group, Inc. We are exposed to credit risk in the event of default by financial institutions to the extent that cash balances with individual financial institutions are in excess of amounts that are insured. If such institutions were to fail, we could lose all or a portion of amounts held in excess of any such insurance limits. Any material loss that we may experience in the future as a result could additionally have an adverse effect on our ability to pay or could temporarily or permanently delay payments of our operational expenses and other payments, including in connection with any dividends we elect to pay, payments to our vendors and employees and cause other operational impacts.

Performance of our investment portfolio is subject to a variety of investment risks that may adversely affect our financial results.

Our results of operations depend, in part, on the performance of our investment portfolio, which includes investments in high-grade debt securities and investments in private equity funds focused on insurance technology ventures and in certain MGAs that form part of our distribution network. We seek to hold a diversified portfolio of high-quality investments that is managed by professional investment advisory management firms in accordance with the risk appetite of our Board of Directors (the “Board of Directors”), and with our investment guidelines, which is routinely reviewed by our Investment Committee. However, our investments are subject to general economic conditions and market risks as well as risks inherent to specific securities. Our primary market risk exposures are to changes in interest rates and pricing of equities and bonds.

In recent years, interest rates have been at or near historic lows, however, during the year ended December 31, 2023 and through June 2024, interest rates have risen or remained at elevated levels. In September, November and December 2024, the U.S. Federal Reserve cut interest rates. Should rates continue to decline, including in a reversal of monetary policy actions taken in recent years by the U.S. Federal Reserve to slow inflation, a low interest rate environment could place pressure on our net investment income, particularly as it relates to these securities and short-term investments, which, in turn, may adversely affect our operating results. Recent and future increases in interest rates could cause the values of our fixed maturity securities portfolios to decline, with the magnitude of the decline depending on the duration of securities included in our portfolio and the amount by which interest rates increase. Some fixed income securities have call or prepayment options, which create possible reinvestment risk in declining rate environments. Other fixed income securities, such as residential mortgage-backed, commercial mortgage-backed and other asset-backed securities in which we hold investments carry prepayment risk or, in a rising interest rate environment, may not prepay as quickly as expected.

All of our fixed maturity securities, including those held in separately managed accounts are subject to credit risk. Credit risk is the risk that certain investments may default or become impaired due to deterioration in the financial condition of one or more issuers of the securities we hold, or due to deterioration in the financial condition of an insurer that guarantees an issuer’s payments on such investments. Downgrades in the credit ratings of fixed maturity securities (where rated) could also have a significant negative effect on the market valuation of such securities.

The above market and credit risks could reduce our net investment income and result in realized investment losses. Our investment portfolio is subject to increased valuation uncertainties when investment markets are

illiquid, as is the case with our fixed maturity securities held to maturity and separately managed accounts. The valuation of investments is more subjective when markets are illiquid, thereby increasing the risk that the estimated fair value (i.e., the carrying amount) of the securities we hold in our portfolio do not reflect prices at which actual transactions would occur.

Risks for all types of securities are managed through the delegation of Board Risk Appetite and the application of our investment guidelines, which establishes investment parameters that include but are not limited to, maximum percentages of investments in certain types of securities and minimum levels of credit quality, which are within applicable guidelines established by the NAIC and applicable insurance regulatory authorities. In addition, on a quarterly basis our Investment Committee reviews our Enterprise Based Asset Allocation models to assist in overall risk management.

Although we seek to preserve our capital, we cannot be certain that our investment objectives will be achieved, and results may vary substantially over time. In addition, although we seek to employ investment strategies that are not correlated with our insurance and reinsurance exposures, losses in our investment portfolio may occur at the same time as underwriting losses and, therefore, exacerbate the adverse effect of the losses on us.

We could be forced to sell investments to meet our liquidity requirements.

We invest the premiums we receive from our insureds until they are needed to pay policyholder claims. Consequently, we seek to manage the duration of our investment portfolio based on the duration of our losses and LAE reserves to provide sufficient liquidity and avoid having to liquidate investments to fund claims. Risks such as inadequate losses and LAE reserves or unfavorable trends in litigation could potentially result in the need to sell investments to fund these liabilities. We may not be able to sell our investments at favorable prices or at all. Sales could result in significant realized losses depending on the conditions of the general market, interest rates and credit issues with individual securities, which could create losses that impact capital or otherwise reduce the effective yield on our investment.

Our inability to successfully recover from a disaster or other business continuity problem, should we suffer from such an event, could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability.

Our operations are dependent upon our ability to protect our personnel and technology infrastructure against damage from business continuity events that could have a significant disruptive effect on our operations. Should we experience a local or regional disaster or other business continuity problem, such as a security incident or attack, a natural disaster, climate event, terrorist attack, civil unrest, pandemic, power loss, telecommunications failure, or other natural or man-made disaster, our continued success will depend, in part, on the availability of our personnel and the proper functioning of computer systems, telecommunications, and other related systems and operations. In events like these, while our operational size and our existing backup systems provide us with some degree of flexibility, we still can experience near-term operational challenges in particular areas of our operations. We could potentially lose access to key executives, personnel or Members data or experience material adverse interruptions to our operations or delivery of services to our Members in a disaster recovery scenario. A disaster on a significant scale or affecting certain of our key employees, or our inability to successfully recover should we experience a disaster or other business continuity problem, could materially interrupt our business operations and cause material financial loss, loss of human capital, regulatory actions, reputational harm, damaged relationships with our Members, or legal liability. We have certain disaster recovery procedures in place and insurance to protect against such contingencies. However, such procedures may not be effective and any insurance or recovery procedures may not continue to be available at reasonable prices and may not address all such losses.

We depend on the ability of certain of our subsidiaries to transfer funds to us to meet our obligations, and the ability of our insurance company subsidiaries to pay dividends to us is restricted by law.

We are a holding company that transacts the majority of our business through operating subsidiaries. Our ability to meet our operating and financing cash needs depends on the surplus and earnings of our subsidiaries, and upon the ability of our insurance subsidiaries to pay dividends to us. Payments of dividends by our insurance company subsidiaries depends on their ability to meet applicable regulatory standards and receive regulatory approvals, and are restricted by state and other insurance laws, including laws establishing minimum solvency and liquidity thresholds. In addition, our insurance subsidiaries could be subject to contractual restrictions in the future, including those imposed by indebtedness we may incur in the future. Our insurance subsidiaries may also face competitive pressures in the future to maintain insurance financial stability or strength ratings. These restrictions and other regulatory requirements would affect the ability of our insurance subsidiaries to make dividend payments and we may not receive dividends in the amounts necessary to meet our obligations.

We will need to raise additional financing to fund our working capital needs and maintain regulatory compliance or consummate potential future acquisitions. Additional financing may not be available on acceptable terms, or at all. Failure to obtain additional capital may force us to limit or terminate our operations.

Even if we sell all of the Class A common shares offered by us in this offering the expected net proceeds of this offering may not be sufficient for us to fund the working capital and maintain the statutory capital requirements of our business. We may continue to seek funding through equity or debt financings, collaborative or other arrangements, or through other sources of financing. Additional funding may not be available to us on acceptable terms, or at all. Any failure to raise capital as and when needed would have a material adverse impact on our business, results of operations, financial condition and prospects and on our ability to pursue our business plans and strategies.

If we cannot maintain the valuable aspects of our culture as we grow, our business may be harmed.

We believe that our culture, including our management philosophy, has been a critical component to our success and that our culture creates an environment that drives and perpetuates our overall business strategy. We have invested substantial time and resources in building our team, and we expect to continue to hire aggressively as we expand in both the United States and internationally. As we grow and mature as a public company and grow internationally, we may find it difficult to maintain the valuable aspects of our culture.

Furthermore, our operations are conducted by a fully remote workforce that we believe is instrumental to maintaining our culture. However, failure to preserve our culture could harm our future success, including our ability to retain and recruit personnel, innovate and operate effectively and execute our business strategy. If we are unsuccessful in recruiting, hiring, training, managing and integrating new employees, or retaining our existing employees, or if we fail to preserve the valuable aspects of our culture, it could materially impair our ability to service and attract new Members and risk capital partners, all of which would materially and adversely affect our business, results of operations, financial condition and prospects.

Risks Related to Our Technology and Intellectual Property

If we are unable to leverage our information systems to enhance the information benefits available to our Members and risk capital partners through our Risk Exchange, our results may be adversely affected.

To leverage our underwriting knowledge in providing information services to our Members, we must continue to implement and enhance information systems that can analyze data to provide information useful to our Risk Exchange Members. This may require frequent upgrades to the Risk Exchange and updating other information systems that we rely upon in providing our services. Delays or other problems we might encounter in implementing these upgrades and updates could adversely affect our ability to deliver timely information to our

Members, which may result in them reducing the amount of premium placed through our Risk Exchange, which would adversely affect our business, results of operations, financial condition, and prospects.

Our future success depends on our ability to continue to develop and implement technology, and to maintain the confidentiality of this technology.

Our future success depends on our ability to continue to develop, implement, and maintain the confidentiality of our proprietary technology. For example, we are continuing to develop our cloud-native, digital platform that offers Risk Exchange participants a single, secure place to operate. We expect that as AI-driven technology and services gain market acceptance in the insurance industry, new competitors will arise. Changes to existing laws, their interpretation or implementation, or the introduction of new laws could impede our use of this technology or require that we disclose our proprietary technology to our competitors, which could negatively impact our competitive position and result in a material adverse effect on our business, results of operations, financial condition and prospects. In most jurisdictions, government regulatory authorities have the power to interpret and amend laws and regulations applicable to the processing of data. Such authorities may require us to incur substantial costs to comply with such laws and regulations. Regulatory statutes are broad in scope and subject to differing interpretation. In some areas of our business, we act on the basis of our own or the industry’s interpretations of applicable laws or regulations, which may conflict from jurisdiction to jurisdiction. In the event those interpretations eventually prove different from the interpretations of regulatory authorities, we may be penalized or precluded from carrying on our previous activities. Our E&O insurance coverage covering certain security and privacy damages and claim expenses may not be sufficient to compensate for all liabilities we may incur.

Loss of key vendor relationships or failure of a vendor to protect our data, confidential and proprietary information could adversely affect our operations.

We rely on services and products provided by many vendors in the United States and abroad. These include, for example, vendors of computer hardware and software, and vendors and/or outsourcing of services such as claim adjustment services and investment management services. In the event that any vendor suffers a bankruptcy or otherwise becomes unable to continue to provide products or services, or fails to protect our confidential, proprietary, and other information, we may suffer operational impairments and financial losses. In addition, while we generally monitor vendor risk, including the security and stability of our critical vendors, we may fail to properly assess and understand the risks and costs involved in the third-party relationships, and our financial condition and results of operations could be materially and adversely affected.

We anticipate that we will continue to rely on third-party software in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of new third-party software may require significant work and require substantial investment of our time and resources. Use of additional or alternative third-party software would require us to enter into license agreements with third parties, which may not be available on commercially reasonable terms or at all. Many of the risks associated with the use of third-party software cannot be eliminated, and these risks could negatively affect our business.

Failure to obtain, maintain, protect, defend, or enforce our intellectual property rights, or allegations that we have infringed, misappropriated or otherwise violated the intellectual property rights of others, could harm our reputation, ability to compete effectively, business, and financial condition.

Our success and ability to compete depends in part on our ability to obtain, maintain, protect, defend, and enforce our intellectual property. To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, employees, Members, strategic partners and others, as well as internal policies and procedures regarding our management of intellectual property. However, the protective steps that we take may be inadequate to deter misappropriation of our proprietary information, and any infringement,

misappropriation or dilution of our intellectual property could materially and adversely harm our business. In addition, we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Further, we operate in many foreign jurisdictions and effective trademark, copyright, and trade secret protection may not be available in every country or jurisdiction in which we offer our services. Policing unauthorized use of our intellectual property is difficult, expensive, and time-consuming, and we may be required to spend significant resources to monitor and protect our intellectual property rights.

Failure to protect our intellectual property adequately could harm our reputation and affect our ability to compete effectively. Although our important brand names, including “Accelerant” and “Mission Underwriters” are registered or we intend to register for trademark protection, our competitors and other third parties may misappropriate our intellectual property. In addition, even if we initiate litigation against third parties, such as suits alleging infringement, misappropriation, or other violation of our intellectual property, we may not prevail. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Additionally, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. An adverse determination of any litigation proceedings could put our intellectual property at risk of being invalidated or interpreted narrowly and could put our related intellectual property at risk of not issuing or being cancelled. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our Class A common shares. Any of the foregoing could adversely affect our business, results of operations, financial condition, and prospects.

We operate in many foreign jurisdictions and effective trademark, copyright, and trade secret protection may not be available in every country or jurisdiction in which we offer our services. Failure to protect our intellectual property adequately could harm our reputation and affect our ability to compete effectively.

Meanwhile, third parties may assert intellectual property-related claims against us, including claims of infringement, misappropriation, or other violation of their intellectual property, which may be costly to defend, could require the payment of damages, legal fees, settlement payments, royalty payments, and other costs or damages, including treble damages if we are found to have willfully infringed certain types of intellectual property, and could limit our ability to use or offer certain technologies, products, or other intellectual property. Any intellectual property claims, including a cease-and-desist letter we have received regarding the right to use the mark Risk Exchange, with or without merit, could be expensive, take significant time and divert management’s resources, time, and attention from other business concerns. Moreover, other companies, including our competitors, may have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe, misappropriate, or otherwise violate the rights of others, or require us to purchase costly licenses from third parties, which may not be available on commercially reasonable terms, or at all. Even if a license is available to us, it could be non-exclusive thereby giving our competitors and other third parties access to the same technologies licensed to us, and we may be required to pay significant upfront fees, milestone payments or royalties, which would increase our operating expenses. Any of the foregoing could adversely affect our business, results of operations, financial condition, and prospects.

We rely on the use of credit scoring in pricing and underwriting certain of our insurance policies by Accelerant’s owned insurance companies and reinsurance companies, and any legal or regulatory requirements that restrict our ability to access credit score information could decrease the accuracy of our pricing and underwriting process and thus decrease our profitability.

We use credit scoring as a factor in pricing and underwriting decisions where allowed by state law. Consumer groups and regulators have questioned whether the use of credit scoring unfairly discriminates against

some groups of people and are calling for laws and regulations to prohibit or restrict the use of credit scoring in underwriting and pricing. Laws or regulations that significantly curtail or regulate the use of credit scoring, if enacted in a large number of states in which we operate, could impact the integrity of our pricing and underwriting processes, which could, in turn, materially and adversely affect our business, financial condition, results of operations and prospects, and our profitability over time.

Our employees could take excessive risks, which could negatively affect our financial condition and business.

Our Underwriting segment is in the business of binding certain risks. The employees who conduct our business, including executive officers and other members of management, underwriters, product managers and other employees, do so in part by making decisions and choices that involve exposing us to risk. These include decisions such as setting underwriting guidelines and standards, product design and pricing, determining which business opportunities to pursue, and other decisions. We endeavor, in the design and implementation of our compensation programs and practices, to avoid giving our employees incentives to take excessive risks. Employees may, however, take such risks regardless of the structure of our compensation programs and practices. Similarly, although we employ controls and procedures designed to monitor employees’ business decisions and prevent them from taking excessive risks, these controls and procedures may not be effective. If our employees take excessive risks, the impact of those risks could have a material adverse effect on our financial condition and business operations.

Future acquisitions or investments contain inherent strategic, execution, and compliance risks that could disrupt our business and harm its financial condition.

We may pursue acquisitions or investments to grow our business or as part of the MGA Operations segment’s efforts to capture the economics of select Members. There is no guarantee that these acquisitions or investments will achieve the desired return sought. These acquisitions or investments could also cause additional risk due to the liabilities or unforeseen expenses that such acquisitions or investments may bring, such as higher-than-expected costs due to market competition for the acquisition/investment, regulatory approval requirements, delays in implementation, lost opportunities that could have been pursued with cash being used for other purposes, litigation or regulatory enforcement post-acquisition or investment, contingent liabilities, implementation cost, misalignment of culture, loss of technology through theft or trade secrets exchanged, loss of key partners/vendors, currency exchange rate for foreign investment, timing within overall economic environment, carrying costs, and tax liabilities. Additionally, the risks from future acquisitions or investments could result in impairment charges against goodwill or increases in the liabilities on our consolidated balance sheet, as well as missed earnings results.

Our business and operations could suffer in the event of a system or information security failure or in the event that we are the target of a cyberattack.

We utilize information technology systems and networks to process, transmit, and store electronic information in connection with our business activities. As use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability, and integrity of our data. The Company’s Chief Information Security Officer (“CISO”) has primary responsibility over the Company’s cybersecurity and cyber risk management, which includes implementing a company-wide information security strategy and program. The CISO provides reports of key metrics and related updates to our Board of Directors on a quarterly basis and more frequently as and when required. There can be no assurance that we will be successful in preventing cyber-attacks or successfully mitigating their effects.

Despite the implementation of security measures, our internal computer systems, and those of our vendors, are vulnerable to damage from cyber-attack, computer viruses, unauthorized access, natural disasters, terrorism, war,

and telecommunication and electrical failures. Furthermore, our personal or other sensitive information or systems could be exposed or subject to attack as a result of breaches of our security measures and computer systems or those of our vendors. Any such system failure, accident, or security breach could cause interruptions in our operations, including the availability of our Risk Exchange or result in a material disruption of our operations. Additionally, a data security incident could also lead to public exposure of personal information and result in harm to our reputation and business, compel us to comply with federal and state breach notification laws and foreign law equivalents including the EU GDPR and/or the UK GDPR, subject us to investigations and mandatory corrective action, or otherwise subject us to liability under laws and regulations that protect the privacy and security of personal information, which could disrupt our business, result in increased costs or loss of revenue, and/or result in significant financial exposure. Furthermore, the costs of maintaining or upgrading our cybersecurity systems (including the recruitment and retention of experienced information technology professionals, who are in high demand) at the level necessary to keep up with our expanding operations and prevent against potential attacks are increasing, and despite our best efforts, our network security and data recovery measures and those of our third-party service providers may still not be adequate to protect against such security breaches and disruptions, which could cause material harm to our business, financial condition and results of operations.

Risks Related to Legal and Regulatory Requirements

Our businesses are subject to significant governmental regulation, changes in which could reduce our profitability, limit our growth, or increase competition.

Our businesses are subject to legal and regulatory oversight throughout the world, including by U.S. state insurance regulators, Belgian insurance regulators, the National Bank of Belgium (the “NBB”), the Financial Services and Markets Authority, insurance regulators throughout the European Economic Area (the “EEA”), under the Belgian Code of Companies and Associations, the Belgian Act of March 13, 2016 on the Status and Supervision of Insurance and Reinsurance Undertakings, under the UK Companies Act and the rules and regulations promulgated by the Financial Conduct Authority (the “FCA”) and the Prudential Regulation Authority (the “PRA”), the Foreign Corrupt Practices Act of 1977 (the “FCPA”) in the U.S., the Bribery Act of 2010 in the UK, the Corruption of Foreign Public Officials Act of 1999 (as amended) in Canada and a variety of other laws, rules and regulations addressing, among other things, licensing, data privacy and protection, cybersecurity, AI, anti-corruption, wage and hour standards, employment and labor relations, sanctions, anti-competition, and anticorruption. Maintaining compliance with these legal and regulatory oversight schemes as they evolve could reduce our profitability or limit our growth by: increasing the costs of legal and regulatory compliance; limiting or restricting the products or services we sell, the markets we serve or enter, the methods by which we sell our products and services, the prices we can charge for our services, or the form of compensation we can accept from our risk capital partners; or by subjecting our businesses to the possibility of legal and regulatory actions or proceedings.

Certain of our businesses are subject to compliance with laws and regulations enacted by U.S. federal and state governments, the EEA/UK or other jurisdictions or enacted by various regulatory organizations or exchanges relating to the privacy and security of the personal information of employees or others (for example, the California Consumer Privacy Act, The New York State Department of Financial Services’ cybersecurity regulation, the EU General Data Protection Regulation, the UK Data Protection Act 2018 and the Personal Information Protection and Electronic Documents Act in Canada). See “Business—Regulation” for more information regarding applicable privacy regulations.

In addition, we established a subsidiary in Puerto Rico that owns and operates our Risk Exchange. Though it is not currently subject to specific regulatory oversight as a broker or insurer, it is possible that may change, in which case we would become subject to further regulations that could cause us to alter or curtail our activities, or require additional expenditures for compliance purposes.

The variety of applicable privacy and information security laws and regulations exposes us to heightened regulatory scrutiny, requires us to incur significant technical, legal and other expenses in an effort to ensure and

maintain compliance and will continue to impact our business in the future by increasing legal, operational and compliance costs. While we have taken steps to comply with privacy and information security laws, we cannot guarantee that our efforts will meet the evolving standards imposed by data protection and other regulatory authorities. If we are found not to be in compliance with these privacy and security laws and regulations, we may be subject to additional potential private consumer, business partner or securities litigation, regulatory inquiries, and governmental investigations and proceedings, regulatory sanctions, and we may incur damage to our reputation. Any such developments may subject us to material fines and other regulatory penalties and/or civil and criminal liability, including in some jurisdictions, personal liability for individual members of management and other individuals in leadership roles, may divert management’s time and attention, and lead to enhanced regulatory oversight, any of which could have a material adverse effect on our business, results of operations, financial condition, reputation, and liquidity. Additionally, we expect that developments in privacy and cybersecurity worldwide will increase the financial and reputational implications in the event of a significant breach of our or our third-party suppliers’ information technology systems.

There has also been increased scrutiny, including from regulators, regarding the use of algorithms, AI, diligence of data sets, oversight of data vendors, and other “big data” techniques such as using “big data” to set product pricing. Our ability to procure and use data to gain insights into and manage our business may be limited in the future by regulatory scrutiny regarding “big data.” Moreover, regulators are increasing scrutiny and considering regulation of the use of AI technologies. We cannot predict what, if any, actions may be taken with regard to “big data,” but such developments could impact our operations, increase legal risk or reputational harm or have a material adverse effect on our business, results of operations and financial condition. Our acquisitions of, and investments in, new businesses and our continued operational changes and entry into new jurisdictions and new service offerings increase our legal and regulatory compliance complexity, as well as the type of governmental oversight to which we may be subject.

Our continuing ability to provide insurance and underwriting services in the jurisdictions in which we operate depends on our compliance with the rules and regulations promulgated from time to time by the regulatory authorities in each of these jurisdictions. Also, we can be affected indirectly by the governmental regulation and supervision of insurance companies. For instance, if we are providing managing general underwriting services for an insurer, we may have to contend with regulations affecting that insurer.

As we continue to grow our Member base, we anticipate expanding into new geographies that could give rise to additional regulatory, risk and other issues, which may materially affect our business, results of operations, financial condition and prospects.

As we continue to grow our Member base, we will have to devote resources to identifying and exploring these perceived opportunities. To the extent these new Members are in new geographies, we may also have to acquire any necessary operational licenses and governmental approvals to operate our Risk Exchange or otherwise engage with Members in those geographies. In addition, we will be required to comply with laws and regulations of jurisdictions that may differ from the ones in which we currently operate. We anticipate that further geographic expansion of our Members and our Risk Exchange will give rise to additional regulatory, risk and other issues. There also can be no assurance that we would be able to successfully expand our operations in any new geographic markets.

In particular, we have recently expanded into the Canadian market by the acquisition of a licensed insurance entity. We have set up the requisite infrastructure to begin Canadian operations. Expansion to include Members located and to operate our Risk Exchange in Canada requires oversight from the Office of the Superintendent of Financial Institutions and the federal Minster of Finance, as well as coordination with each of the ten provinces and three territories in Canada that each regulate market conduct within their own province and territory. Compliance with these additional laws and regulations, as well as Canadian oversight related to personal information protection and data privacy has resulted in a substantial investment of time from our senior management, capital and other resources. This, along with similar experiences in other jurisdictions in the future, may materially and adversely affect our business, results of operations, financial condition and prospects.

Our insurance and reinsurance company subsidiaries and agency subsidiaries are subject to extensive regulation, which may adversely affect our ability to operate and achieve our business objectives. In addition, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our results of operations and financial condition.

We are subject to the insurance laws and regulations in a number of jurisdictions worldwide. Existing laws and regulations, among other things, limit the amount of dividends and capital that can be paid to us by our reinsurance subsidiaries, prescribe solvency and capital adequacy standards, impose restrictions on the amount and type of investments that can be held to meet solvency and capital adequacy requirements, require the maintenance of reserve liabilities, impact our corporate governance, restrict our market conduct practices, and require pre-approval of acquisitions, reinsurance transactions and certain affiliate transactions. Failure to comply with these laws and regulations, make any required notifications, or maintain appropriate authorizations, licenses, and/or exemptions under applicable laws and regulations may cause governmental authorities to preclude or suspend our insurance or reinsurance subsidiaries from carrying on some or all of their activities, place one or more of them into rehabilitation or liquidation proceedings, impose monetary penalties or other sanctions on them or our affiliates, or commence insurance company delinquency proceedings against our insurance or reinsurance subsidiaries. The application of these laws and regulations by various governmental authorities may affect our liquidity and restrict our ability to expand our business operations through acquisitions or to pay dividends on our common shares, including our Class A common shares. Furthermore, compliance with legal and regulatory requirements is likely to result in significant expenses, which could have a negative impact on our profitability. To further understand these regulatory requirements, see “Business—Regulation.” In some instances, where there is uncertainty as to applicability of laws and regulations, we follow practices based on our interpretations of regulations or practices that we believe generally to be followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities.

Our U.S. insurance subsidiaries are subject to risk-based capital (“RBC”) requirements, based upon the “risk-based capital model” adopted by the NAIC, and other minimum capital and surplus restrictions imposed under Arkansas, Delaware and Puerto Rico law. These requirements establish the minimum amount of RBC necessary for a company to support its overall business operations. It identifies P&C insurers that may be inadequately capitalized by looking at certain inherent risks of each insurer’s assets and liabilities and its mix of net written premium. Insurers falling below a calculated threshold may be subject to varying degrees of regulatory action, including supervision, rehabilitation or liquidation. Failure to maintain our RBC at the required levels could cause insurance regulators to intervene in the management of our business and, ultimately, adversely affect the ability of our insurance subsidiaries to maintain regulatory authority to conduct our business and our A.M. Best rating.

The applicable regulators in the UK and EEA expect firms to avoid actions that jeopardize compliance with their statutory objectives and applicable rules and regulations and have extensive powers to intervene in the affairs of a regulated firm. When a regulator in either the UK or the EEA is concerned that an insurer may present a risk, this may lead to negative consequences, including the requirement to maintain a higher level of regulatory capital (via capital “add-ons” under the Solvency II Directive (as defined below)) to match the higher perceived risks and enforcement action where the risks identified breach applicable rules and regulations. In the case of a breach of our license requirements or obligations arising from the applicable rules and regulations, we may be subject to regulatory sanctions, including (public) formal warnings, orders to adopt a certain course of conduct, incremental penalties and administrative fines, revocation of an undertaking license and, in the case of insurers, where the breach relates to material prudential shortcomings, emergency measures (including the appointment of an administrator or the imposition of measures aimed at winding-up the undertaking). Any such events could adversely affect our business, results of operations, or financial condition.

Our Canadian insurance subsidiary is regulated at both the federal and provincial/territorial level under regulation and supervisory requirements which, among other things, require it to maintain an adequate amount of capital (calculated in accordance with the minimum capital test). The Insurance Companies Act of Canada provides

the Superintendent of Financial Institutions with a range of discretionary intervention powers which may be exercised over an insurance company subject to its jurisdiction, including the power to require enhanced supervision, increase capital, restrict select business operations, order the development of a contingency plan and ultimately assume control of an insurance company in circumstances the Superintendent deems warrant such action.

In the Cayman Islands, our reinsurance subsidiary is subject to minimum capital and surplus requirements and must adhere to a range of legislative and regulatory requirements. A failure to meet these requirements could subject the reinsurer to, among others, increased regulatory scrutiny, a requirement to take steps to rectify any area(s) of non-compliance, the removal of a director, a suspension of license and the appointment of a receiver or person to assume control of its affairs.

We believe it is likely there will continue to be regulatory intervention in our industry in the future, and these initiatives could adversely affect our business. Additional laws and regulations have been and may continue to be enacted that may have adverse effects on our operations, financial condition, statutory capital adequacy, and liquidity. We cannot predict the exact nature, timing or scope of these initiatives; however, we believe it is likely that there will continue to be increased regulatory intervention in our industry in the future, and these initiatives could adversely affect our ability to operate our business.

For additional information regarding insurance laws and regulations that we are subject to, see “Business—Regulation.”

Our business is subject to risks related to legal proceedings and governmental inquiries.

We are subject to litigation, regulatory, and other governmental investigations and claims arising in the ordinary course of our business operations. The risks associated with these matters often may be difficult to assess or quantify and the existence and magnitude of potential claims often remain unknown for substantial periods of time. While we have insurance coverage for some of these potential claims, others may not be covered by insurance, insurers may dispute coverage, or any ultimate liabilities may exceed our coverage. We may be subject to actions and claims relating to the sale of insurance or our other operations, including the suitability of such products and services. Actions and claims may result in the rescission of such sales; consequently, our Members and risk capital partners may seek to recoup commissions or other compensation paid to us, which may lead to legal action against us. The outcome of such actions cannot be predicted, and such claims or actions could have a material adverse effect on our business, results of operations, financial condition, and prospects.

We must comply with and are affected by various laws and regulations, as well as regulatory and other governmental investigations, that impact our operating costs, profit margins and our internal organization and operation of our business. The insurance industry has been subject to a significant level of scrutiny by various regulatory and governmental bodies, including state attorneys general offices and state departments of insurance, concerning certain practices within the insurance industry. These practices include, without limitation, the receipt of supplemental and contingent commissions by insurance brokers and agents from insurance companies and the extent to which such compensation has been disclosed, the collection of broker fees, which we define as fees separate from commissions charged directly to Members for efforts performed in the issuance of new insurance policies, bid rigging and related matters. From time to time, our subsidiaries receive informational requests from governmental authorities.

There have been a number of revisions to existing laws as well as or proposals to modify or enact new laws and regulations regarding insurance agents and brokers. These actions have imposed in the past, and may continue to impose, additional obligations on our ability to receive fees that are based on the volume, consistency, and profitability of business that we generate.

We cannot predict the impact that any new laws, rules, or regulations may have on our business, results of operations, financial condition, and prospects. Given the current regulatory environment and the number of our subsidiaries operating in local markets throughout the U.S. and abroad, it is possible that we will become subject

to further governmental inquiries and subpoenas and have lawsuits filed against us. Regulators may raise issues during investigations, examinations or audits that could, if determined adversely, have a material impact on us. The interpretations of regulations by regulators may change and statutes may be enacted with retroactive impact. We could also be materially adversely affected by any new industrywide regulations or practices that may result from these proceedings.

Our involvement in any investigations and lawsuits would cause us to incur additional legal and other costs and, if we were found to have violated any laws, we could be required to pay fines, damages and other costs, perhaps in material amounts. Regardless of final costs, these matters could have a material adverse effect on us by exposing us to negative publicity, reputational damage, harm to relationships with our Members, or diversion of personnel and management resources.

We are subject to a number of, and may in the future be subject to, E&O claims as well as other contingencies and legal proceedings which, if resolved unfavorably to us, could have an adverse effect on our results of operations.

We assist our Members with various insurance-related matters, including providing access to capacity, overseeing claims arising under policies issued by that capacity, and facilitating reinsurance placements. E&O claims against us may result in potential liability for damages arising from these services. E&O claims could include, for example, the failure of our employees or sub-agents, whether negligently or intentionally, to properly exercise our delegated authority to underwrite or bind coverage, issue policies or other documents or provide proper notices to insureds, as well as properly exercise our delegated authority to handle claims. In addition, we are subject to other types of claims, litigation, and proceedings in the ordinary course of business, which along with E&O claimants may seek damages, including punitive damages, in amounts that could, if awarded, have a material adverse impact on our financial position, earnings and cash flows. In addition to potential liability for monetary damages, such claims or outcomes could harm our reputation or divert management resources away from operating our business.

We have historically purchased, and continue to purchase, insurance to cover E&O claims to provide protection against certain losses that arise in such matters. As of March 31, 2025, our group E&O insurance policy (also known as Professional Indemnity) tower has a $10 million limit in the aggregate, and we are responsible for paying a self-insured retention of up to $1 million per claim for claims brought in the U.S. and Canada, and $250 thousand per claim for claims brought in the rest of the world. We purchase a Technology E&O insurance policy for the group with an aggregate limit of $10 million per claim with a $50 thousand retention. In addition, due to regulatory requirements in specific countries, we purchase local E&O insurance policies in certain jurisdictions. This includes a policy for Accelerant Agency (Canada) Ltd., with a CAD $6 million limit in the aggregate with a self-insured retention of up to CAD $50 thousand per claim for claims brought in Canada. We purchase a local policy in Ireland for Accelerant Agency Limited, with a $2 million (£1.55 million) limit in the per claim and $5 million (£3.87 million) in the aggregate. We are responsible for paying a self-insured retention of up to $250 thousand (£193 thousand) per claim. We also purchase a local policy in the UK for Accelerant Agency Limited UK Branch with a $7 million (£5.4 million) limit in the aggregate with a $2 million (£1.55 million) limit per claim. We are responsible for paying a self-insured retention of up to $250 thousand (£193 thousand) per claim for claims brought in the United Kingdom. If we exhaust or materially deplete our coverage under our E&O policy, it could have a material adverse effect on our financial condition. Accruals for these exposures, when applicable, have been recorded to the extent that losses are deemed probable and are reasonably estimable. These accruals are adjusted from time to time as developments warrant and may also be adversely affected by disputes we may have with our insurers over coverage.

Proposed tort reform legislation, if enacted, could decrease demand for casualty insurance, thereby reducing our commission revenues.

Legislation concerning tort reform has been considered, from time to time, in the United States Congress and in several state legislatures. Among the provisions considered in such legislation have been limitations on

damage awards, including punitive damages, and various restrictions applicable to class action lawsuits. Enactment of these or similar provisions by Congress, or by states in which we sell insurance, could reduce the demand for casualty insurance policies or lead to a decrease in policy limits of such policies sold, thereby reducing our commission revenues.

Because we are a holding company and some of our operations are conducted by our insurance subsidiaries, our ability to achieve liquidity at the holding company, including the ability to pay dividends and service our debt obligations, to a limited extent, depends, in part, on our ability to obtain cash dividends or other permitted payments from our insurance subsidiaries.

The continued operation and growth of our business will require substantial capital. Accordingly, we do not intend to declare and pay cash dividends on our common shares in the foreseeable future. Because we are a holding company with no business operations of our own, our ability to pay dividends to shareholders and meet our debt payment obligations is dependent upon dividends and other distributions from our subsidiaries. With respect to our insurance carrier subsidiaries, U.S. state insurance laws, including the laws of Arkansas and Delaware, restrict the ability of ASIC and ANIC to determine how we declare shareholder dividends. State insurance regulators require insurance companies to maintain specified levels of statutory capital and surplus. Dividend payments are further limited to that part of available policyholder surplus that is derived from net profits on our business. State insurance regulators have broad powers to prevent the reduction of statutory surplus to levels that regulators consider to be inadequate, and there is no assurance that dividends up to the maximum amounts calculated under any applicable formula would be permitted. Moreover, state insurance regulators that have jurisdiction over the payment of dividends by our insurance subsidiaries may in the future adopt statutory provisions more restrictive than those currently in effect. In addition, dividends and other distributions from our subsidiaries may be subject to incremental income or withholding taxes, which may reduce the amount of cash available for distribution to our shareholders.

Our carriers located in jurisdictions outside the United States are similarly restricted under local law in their ability to pay dividends.

Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions pursuant to our debt agreements, our indebtedness, restrictions imposed by applicable law, and other factors our Board of Directors deems relevant, and, as noted above will be subject to regulatory oversight. Consequently, investors may need to sell all or part of their holdings of our Class A common shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking immediate cash dividends should not purchase our Class A common shares.

Regulations affecting insurance carriers with which we place business impact how we conduct our operations.

Insurers are also heavily regulated by state insurance departments for solvency issues, reserve requirements and market conduct practices, among other things. We cannot guarantee that all insurance carriers with which we do business comply with regulations instituted by state insurance departments. We may need to expend resources to address questions or concerns regarding our relationships with these insurers, diverting management resources away from operating our business.

We may face increasing scrutiny and evolving expectations from investors, customers, regulators and other stakeholders regarding environmental, social and governance matters.

There is increasing scrutiny and evolving expectations from investors, customers, regulators, and other stakeholders on environmental, social and governance (“ESG”) practices and disclosures, including those related to environmental stewardship, climate change, diversity, equity and inclusion, racial justice, workplace conduct, and other social and political mandates. Legislators and regulators have imposed and likely will continue to

impose ESG-related legislation, rules and guidance, which may conflict with one another and impose additional costs on us, block or impede our business opportunities, or expose us to new or additional risks. Moreover, certain organizations that provide information to investors have developed ratings for evaluating companies on their approach to different ESG matters. A lack of ratings or unfavorable ratings of our company or our industry may lead to negative investor sentiment and the diversion of investment to other companies or industries. Further, our insureds include a wide variety of industries, including potentially controversial industries. Damage to our reputation as a result of our provision of policies to certain insureds could result in decreased demand for our insurance products.

Additionally, certain states have adopted laws or regulations that would restrict business dealings with, and investments in, entities determined to be boycotting companies involved in fossil fuel-based energy or other industries or to have taken public stances with regard to certain ESG issues. If we are unable to meet these standards, expectations, laws or regulations, some of which may be in contradiction with each other, it could result in adverse publicity, reputational harm, loss of business opportunities, or loss of customer and/or investor confidence, each of which individually or in the aggregate could adversely affect our business, results of operations, financial condition and prospects.

Economic substance legislation of the Cayman Islands and other recently-enacted legislation and regulations may adversely impact us or our operations.

The Cayman Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities that attract profits without real economic activity. With effect from January 1, 2019, the International Tax Co-operation (Economic Substance) Act, (2020 Revision) (the “Substance Act”) came into force in the Cayman Islands introducing certain economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities,” which in the case of exempted companies incorporated before January 1, 2019 applied in respect of financial years commencing July 1, 2019 and thereafter. As we are a Cayman Islands company, compliance obligations include filing annual notifications, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied economic substance tests to the extent required under the Substance Act. As the implementation of the Substance Act is still in its infancy, the impact of these economic substance requirements and how they may evolve is unclear, and it is difficult to predict the nature and effect of these requirements on the economy of the Cayman Islands. If the Cayman Islands Tax Information Authority determined that we or any of our Cayman Islands subsidiaries failed to meet the requirements imposed by the Substance Act, we or they may face significant financial penalties, restriction on the regulation of its business activities and/or may be struck off as a registered entity in the Cayman Islands. As it is a new regime, it is anticipated that the Substance Act will evolve and be subject to further clarification and amendments. We may need to allocate additional resources to keep updated with these developments, and may have to make changes to our operations in order to comply with all requirements under the Substance Act. Failure to satisfy these requirements may subject us to penalties under the Substance Act, which could materially adversely affect our business, results of operations, financial condition and prospects.

Anti-Money Laundering Matters

If any person in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering, or is involved with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands (“FRA”), pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if the disclosure relates to involvement with

terrorism or terrorist financing and property. The failure of us or any of our officers to comply could materially adversely affect our business, results of operations, financial condition and prospects.

Risks Related to Taxation

In addition to the risk factors discussed below, we advise you to read “Certain Material Tax Considerations.” You should consult your own tax advisor regarding the tax consequences applicable to you of an investment in our Class A common shares.

We are subject to taxation in multiple jurisdictions. As a result, any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material adverse effect on our business, results of operations, financial condition, and prospects. In addition, there is tax risk associated with the reporting of cross-border arrangements among us and our subsidiaries.

We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the international scope of our operations and our corporate structure. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation thereof, in any applicable jurisdiction, could have a material adverse effect on our business, results of operations, financial condition, and prospects. Moreover, the tax authorities in any applicable jurisdiction may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions. If any applicable tax authorities were to successfully challenge the tax treatment or characterization of any of our transactions, it could have a material adverse effect on our business, results of operations, financial condition, and prospects.

In addition, we conduct operations through our subsidiaries in various tax jurisdictions, and consider transfer pricing implications of such operations where applicable. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will require that transfer prices be the same as those between unrelated companies dealing at arms’ length and that appropriate documentation is maintained to support the transfer prices. While we believe that we operate in compliance with applicable transfer pricing laws and intend to continue to do so, our transfer pricing procedures are not binding on applicable tax authorities. If tax authorities in any of these countries were to successfully challenge our transfer prices as not reflecting arms’ length transactions they could require us to adjust our transfer prices and thereby reallocate our income to reflect these revised transfer prices. If the country from which the income is reallocated does not agree with the reallocation, both countries could tax the same income, resulting in double taxation. If tax authorities were to allocate income to a higher tax jurisdiction, subject our income to double taxation or assess interest and penalties, it would increase our consolidated tax liability, which could adversely affect our financial condition, results of operations and cash flows. Prospective investors are also urged to review the risk factor below labeled “There is U.S. federal income tax risk associated with reinsurance transactions, intercompany transactions and distributions between U.S. companies and their non-U.S. affiliates.”

Accelerant and certain of our non-U.S. subsidiaries may be subject to U.S. federal income taxation which could have a material adverse effect on our business, results of operations, financial condition, and prospects.

Accelerant and our non-U.S. subsidiaries that are classified as foreign corporations for U.S. federal income tax purposes intend to operate in a manner that will not cause them to be treated as engaged in a trade or business within the United States or subject to current U.S. federal income taxation on their net income. However, because there is considerable uncertainty as to when a foreign corporation is engaged in a trade or business within the United States under the applicable law and the determination is highly factual and must be made annually, there can be no assurance that the U.S. Internal Revenue Service (“IRS”) will not contend successfully that Accelerant or any of such non-U.S. subsidiaries is engaged in a trade or business in the United States. If Accelerant or any of its non-U.S. subsidiaries that are classified as foreign corporations for U.S. federal income tax purposes are considered to be engaged in a trade or business in the United States, the applicable entity could be subject to U.S.

federal income taxation on a net basis on its income that is effectively connected with such U.S. trade or business (including branch profits tax on the portion of its earnings and profits that is attributable to such income). Any such U.S. federal income taxation could result in substantial tax liabilities and consequently could have a material adverse effect on our financial condition and results of future operations. See “Certain Material Tax Considerations—U.S. Federal Income Tax Considerations—Taxation of Accelerant and Its Subsidiaries.”

U.S. tax-exempt organizations that own our Class A common shares may recognize unrelated business taxable income (“UBTI”).

A U.S. tax-exempt organization that directly or indirectly owns our Class A common shares generally will recognize UBTI and be subject to additional U.S. tax filing obligations to the extent such tax-exempt organization is required to take into account any of our insurance income or related person insurance income (“RPII”) pursuant to the controlled foreign corporation (“CFC”) and RPII rules described below. See “Certain Material Tax Considerations—U.S. Federal Income Tax Considerations—Taxation of U.S. Holders—Tax-Exempt U.S. Holders.”

As of March 31, 2025, we had net deferred tax assets of $45.1 million, net of a valuation allowance of $44.5 million, which may become devalued if either Accelerant does not generate sufficient future taxable income or applicable corporate tax rates are reduced (or applicable tax laws otherwise change).

We had net deferred tax assets of $45.1 million as of March 31, 2025 and also apply valuation allowances to our deferred tax assets (principally consisting of unutilized net operating losses). These predominantly arise from new business challenges on our owned insurance companies where operating expenses exceeded the initial underwriting profits recognized in the period. Utilization of most deferred tax assets is dependent on generating sufficient future taxable income in the appropriate jurisdiction and/or entity and in the appropriate character (e.g., capital vs. ordinary). If it is determined that it is more likely than not that sufficient future taxable income will not be generated, we would be required to increase the applicable valuation allowance. Most of our deferred tax assets are determined by reference to applicable corporate income tax rates, in particular the U.S. corporate income tax rates. Accordingly, in the event of new legislation that reduces any such corporate income tax rates, the carrying value of certain deferred tax assets would decrease. A material devaluation in our deferred tax assets due to either insufficient taxable income or lower corporate tax rates would have an adverse effect on Accelerant’s results of operations and financial condition.

Changes in tax laws or policy or interpretations of such laws could materially reduce our earnings, affect our operations, increase our tax liability and adversely affect our cash flows.

Changes in tax laws or policy could have a material adverse effect on our profitability and financial condition, and could result in our subsidiaries incurring materially higher taxes.

The U.S. federal income tax laws and interpretations thereof are subject to change, which may have retroactive effect and could materially affect us.

The Inflation Reduction Act of 2022 was signed into law on August 16, 2022. The Inflation Reduction Act of 2022 contains tax provisions including a corporate alternative minimum tax on certain large corporations, a 1% excise tax on publicly traded corporate buybacks and modifications to clean energy investment tax credits. While we currently anticipate no immediate financial impact of this legislation, regulations or administrative guidance promulgated pursuant to the Inflation Reduction Act of 2022 may materially and adversely affect our financial condition and results of operations.

In addition, since 2017, the member countries of the G20/OECD Inclusive Framework on Base Erosion and Profit Shifting have developed a two-pillar approach to address the tax challenges arising from the digitalization of the economy. “Pillar One” addresses nexus and profit allocation challenges, while “Pillar Two” addresses

perceived base erosion. Pillar One provides for exclusions for “Regulated Financial Services”; therefore we do not anticipate a material impact on insurance and reinsurance groups. Regulated Financial Services are not, however, exempt from Pillar Two.

The OECD has published two sets of model rules implementing a 15% global minimum tax: first, an income inclusion rule (“IIR”), which imposes “top-up” tax on a parent entity in respect of the low-taxed income of a subsidiary, and second, an “undertaxed payments” rule (“UTPR”), which denies deductions or requires an equivalent adjustment to the extent the low-taxed income of an affiliate is not subject to tax under an IIR. There will also be a treaty-based “subject to tax” rule that allows source jurisdictions to impose limited source taxation on certain related party payments subject to tax below a minimum rate. Key aspects of Pillar Two (including IIR regimes) have already become effective in jurisdictions relevant to our business as of January 1, 2024, with other aspects (including UTPR regimes) expected to become effective in 2025. The UK, for example, enacted legislation in July 2023 implementing an IIR via a multinational top-up tax (alongside a UK domestic top-up tax) that applies to multinational enterprises for accounting periods beginning on or after December 31, 2023 and enacted further legislation in March 2025 implementing a UTPR that applies for accounting periods beginning on or after December 31, 2024.

The OECD has released administrative guidance which clarifies (and in some cases amends previously released guidance) on the application of the model Pillar Two rules, and jurisdictions enacting legislation in respect of Pillar Two have sought to implement these updates (either by way of legislative amendment or the release of further domestic guidance). We expect that the OECD will continue to release updates to its administrative guidance which may result in further amendments to the Pillar Two rules as they apply in relevant jurisdictions. As such, several aspects of the Pillar Two rules, including whether some or all of our business and the companies in which we invest fall within the scope of the exclusions therefrom, currently remain uncertain. The release of further updates to the model Pillar Two rules and adoption of Pillar Two legislation (including IIR or UTPR regimes) by additional jurisdictions may give rise to consequential amendments to tax laws (other than those which seek to enact or modify Pillar Two rules) in other jurisdictions.

The Pillar One and Pillar Two proposals form part of the OECD’s broader Base Erosion and Profit Shifting (“BEPS”) Project, which has been running since 2015. The implementation of the recommendations of the BEPS Project by OECD member countries has given rise to significant changes in domestic and international tax laws in recent years, including a number of Directives of the European Union (currently at various stages of implementation by Member States) which address matters such as anti-hybrid legislation and tax substance and a Multilateral Convention affecting the interpretation of many international tax treaties. The impact of the BEPS Project on our business will require ongoing assessment.

Our UK and non-UK operations may be affected by changes in UK tax law.

None of our entities should be treated as being resident in the UK for UK tax purposes, except for our subsidiaries that are incorporated in the UK, Accelerant Holdings, Accelerant Holdings (Cayman) Ltd and Mission Worldwide Holdings (together, the “UK Resident Entities”). Although Accelerant Holdings, Accelerant Holdings (Cayman) Ltd and Mission Worldwide Holdings are not incorporated in the UK, it is the intention that their affairs will be conducted so that their central management and control is exercised in the UK and, as a result, they are each treated as a resident in the UK for UK tax purposes.

Accordingly, the UK Resident Entities are expected to generally be subject to UK tax in respect of their worldwide income, profits and gains. Any change in the basis or rate of UK corporation tax or His Majesty’s Revenue and Customs’ (“HMRC”) practice and interpretation of UK tax law could materially adversely affect the business, prospects, financial condition and/or results of operations of the UK Resident Entities or their ability to provide returns to shareholders. The UK corporation tax rate is currently 25%.

There is U.S. federal income tax risk associated with reinsurance transactions, intercompany transactions and distributions between U.S. companies and their non-U.S. affiliates.

Certain U.S. companies that make deductible payments to related non-U.S. companies are subject to the Base Erosion and Anti-Abuse Tax (the “BEAT”). The BEAT is generally equal to the excess of a 10% tax on the taxpayer’s “modified taxable income” over the taxpayer’s regular tax liability (reduced by certain credits), with “modified taxable income” being computed without regard to certain deductions for “base erosion payments”. The tax on “modified taxable income” also increases from 10% to 10.5% for taxable years beginning after 2025. The BEAT applies to deductions arising out of “any premium or other consideration” paid or accrued to a related foreign reinsurer.

Both our U.S. and non-U.S. ceding companies reinsure business to Accelerant affiliates. We have structured our internal reinsurance in a manner intended to ensure that our non-U.S. reinsurers reinsure business only from other non-U.S. ceding companies for U.S. federal income tax purposes. There can be no assurances our structuring efforts will be successful. If we are not able to structure our internal reinsurance in this manner, or the IRS were to successfully assert that our non-U.S. reinsurers reinsure our U.S. ceding companies for U.S. federal income tax purposes, we could be required to pay additional tax, and our financial condition and results from operations could be materially adversely affected.

As summarized above under “Changes in tax laws or policy or interpretations of such laws could materially reduce our earnings, affect our operations, increase our tax liability and adversely affect our cash flows”, proposed changes to BEAT, if effective, would likely increase the amount of additional tax we would be required to pay, if we were subject to BEAT.

In addition, the Internal Revenue Code of 1986, as amended (the “Code”), permits the IRS to reallocate, recharacterize or adjust items of income, deduction or certain other items related to a reinsurance agreement between related parties to reflect the proper “amount, source or character” for each item. If the IRS were successfully to challenge our intercompany reinsurance arrangements between our subsidiaries, our financial condition and results of operations could be materially adversely affected.

Generally, distributions by our U.S. subsidiaries to our non-U.S. subsidiaries are subject to a 30% U.S. federal withholding tax on the gross amount of any distribution that is treated as a dividend or dividend-equivalent payment for U.S. federal income tax purposes. However, we believe that we and the entities through which we hold our U.S. subsidiaries are eligible for a 5% rate of withholding on dividends under the U.S.-UK Tax Treaty unless we have owned shares representing at least 80% of the voting power of a U.S. subsidiary paying a dividend for the 12-month period ending on the date the dividend was declared, in which case there would be no U.S. withholding on such dividend under the U.S.-UK Tax Treaty. We intend to manage our affairs in a manner that is intended to allow such entities to qualify for such reduction in or exemption from U.S. withholding tax under the U.S.-UK Tax Treaty. No assurances can be made, though, that (i) we will qualify for benefits under the U.S.-UK Tax Treaty, (ii) the U.S.-UK Tax Treaty will provide relief from this potential withholding tax or (iii) we would qualify for similar relief under another tax treaty if benefits under the U.S.-UK Tax Treaty were unavailable, in each case, for a taxable year that includes a distribution from our U.S. subsidiaries. Certain U.S. to non-U.S. reinsurance arrangements may also be subject to a 30% U.S. federal withholding tax. We may therefore be limited in our ability to move cash efficiently from our U.S. subsidiaries or to make distributions with respect to our Class A common shares.

Our annual effective income tax rate can change materially as a result of changes in our mix of U.S. and non-U.S. earnings and other factors, including changes in U.S. and foreign tax laws and changes made by regulatory authorities.

Our overall effective income tax rate is equal to our total tax expense as a percentage of total earnings before tax. However, income tax expense and benefits are not recognized on a global basis but rather on a

jurisdictional or legal entity basis. Losses in one jurisdiction may not be used to offset profits in other jurisdictions and may cause an increase in our tax rate and give rise to a tax expense even though the Company has cumulative losses. Changes in the mix of earnings (or losses) between jurisdictions and assumptions used in the calculation of income taxes, among other factors, could have a significant effect on our overall effective income tax rate.

U.S. persons who own our Class A common shares may be subject to U.S. federal income taxation at ordinary income rates on a disproportionate share of our undistributed earnings and profits attributable to RPII.

For taxable years beginning before January 1, 2026, if Accelerant Re Cayman, Accelerant Insurance Europe SA, AIUK, Accelerant Insurance Company of Canada or Accelerant Re I.I. (each, a “Non-U.S. Carrier” and collectively, the “Non-U.S. Carriers”) is treated as recognizing RPII in a taxable year and such Non-U.S. Carrier is treated as a CFC for purposes of taking into account RPII (a “RPII CFC”) for such taxable year, each U.S. person that owns any of our Class A common shares directly or indirectly through certain entities as of the last day in such taxable year must generally include in gross income its pro rata share of the RPII (with certain adjustments), determined as if the RPII were distributed proportionately only to all RPII Shareholders (as defined below), regardless of whether that income is distributed. For this purpose, any of our subsidiaries that is a Non-U.S. Carrier generally will be treated as a RPII CFC if U.S. persons who own (or are treated as owning) any of our Class A common shares or Class B common shares (each such persons, a “RPII Shareholder”) in the aggregate own (or are treated as owning) 25% or more of the total voting power or value of such Non-U.S. Carrier’s stock on any day of its taxable year. Based on our expected ownership, we expect the Non-U.S. Carriers will be treated as RPII CFCs for the current and all future years.

RPII generally is any income of a non-U.S. corporation attributable to insuring or reinsuring risks of a U.S. person that owns (or is treated as owning) stock of such non-U.S. corporation, or risks of a person that is “related” to such a U.S. person. For this purpose, (1) a person is “related” to another person if such person “controls,” or is “controlled” by, such other person, or if both are “controlled” by the same persons, and (2) “control” of a corporation means ownership (or deemed ownership) of stock possessing more than 50% of the total voting power or value of such corporation’s stock and “control” of a partnership, trust or estate for U.S. federal income tax purposes means ownership (or deemed ownership) of more than 50% by value of the beneficial interests in such partnership, trust or estate.

The RPII rules will not apply with respect to a Non-U.S. Carrier for a taxable year if (1) at all times during its taxable year less than 20% of the total combined voting power of all classes of such Non-U.S. Carrier’s voting stock and less than 20% of the total value of all of its stock is owned (directly or indirectly) by persons who are

(directly or indirectly) insured under any policy of insurance or reinsurance issued by such Non-U.S. Carrier or who are related persons to any such person or (2) the Non-U.S. Carrier’s RPII (determined on a gross basis) is less than 20% of its insurance income (as so determined) for the taxable year, determined with certain adjustments.

Our Non-U.S. Carriers generally provide reinsurance to our other subsidiaries and affiliates. If such other subsidiaries or affiliates were treated as related (as defined above) to a RPII Shareholder, or our Non-U.S. Carriers reinsured risks of our RPII Shareholders or their related persons, earnings from such reinsurance would constitute RPII. However, we do not believe any of our subsidiaries or affiliates will be treated as “related” to a RPII Shareholder based on the expected ownership of our shares, nor do we anticipate that our Non-U.S. Carriers will reinsure the risks of our RPII Shareholders in any material amount.

Based on the foregoing, we do not expect U.S. Holders to have RPII inclusions. Nonetheless, we cannot provide assurances that our Non-U.S. Carriers will not recognize RPII due to uncertainty about the proportions of future ownership of our shares and the complexity of certain attribution rules that apply for purposes of determining whether a RPII Shareholder would be considered to have control of and, therefore, be related to our subsidiaries or affiliates for purposes of the RPII rules, or that we will qualify for either of the RPII exceptions above in the event that our Non-U.S. Carriers recognize RPII. Moreover, certain recently issued proposed regulations would expand the scope of RPII to include premium and investment income attributable to a

reinsurance policy that directly or indirectly provides coverage to a “related insured”, which would be defined to include a person (other than a publicly traded company) that is more than 50% owned (or treated as more than 50% owned) in the aggregate by United States shareholders of the non-U.S. corporation providing the reinsurance. If finalized in their current form, such regulations may require U.S. persons that own any of our Class A common shares directly or indirectly to include in gross income their pro rata share of the RPII (with certain adjustments), determined as if the RPII were distributed proportionately only to all RPII Shareholders, regardless of whether that income is distributed. It is not certain whether such regulations will be adopted in their proposed form or what changes or clarifications might ultimately be made thereto or whether any such changes, as well as any interpretation or application of the RPII rules by the IRS, the courts, or otherwise, might have retroactive effect. For more information, please review the discussion under “Certain Material Tax Considerations — U.S. Federal Income Tax Considerations — Taxation of U.S. Holders — Related Person Insurance Income Considerations.”

U.S. persons who dispose of our Class A common shares may be required to treat any gain as ordinary income for U.S. federal income tax purposes and must comply with other specified reporting requirements.

If a U.S. person disposes of shares in a non-U.S. corporation that is a RPII CFC at any time when the U.S. person owned any shares in the corporation during the five-year period ending on the date of disposition, any gain from the disposition will generally be treated as a dividend to the extent of the U.S. person’s share of the corporation’s undistributed earnings and profits that were accumulated during the period that the U.S. person owned the disposed shares (possibly whether or not those earnings and profits are attributable to RPII). Such dividend may also be taxed at ordinary income rates to the extent it is not treated as “qualified dividend income.” In addition, the shareholder will be required to comply with specified reporting requirements, regardless of the amount of shares owned. Because Accelerant is not itself directly engaged in the insurance business, we do not believe that these rules apply to a disposition of our Class A common shares, although we cannot assure you that the IRS will not successfully assert that these rules apply to a disposition of our Class A common shares in light of the insurance and reinsurance activities of our Non-U.S. Carriers. See “Certain Material Tax Considerations—U.S. Federal Income Tax Considerations—Taxation of U.S. Holders—Disposition of Class A Common Shares.”

While we were not a PFIC in 2024 and do not expect to be a PFIC in 2025 or subsequent taxable years, U.S. persons who own our Class A common shares may be subject to adverse tax consequences if Accelerant is considered a PFIC for U.S. federal income tax purposes in any year in which they acquire or hold shares.

If Accelerant is considered a PFIC for U.S. federal income tax purposes, a U.S. person who directly or, in certain cases, indirectly owns our Class A common shares could be subject to adverse tax consequences, including a greater tax liability than might otherwise apply, an interest charge on certain taxes that are deemed deferred as a result of Accelerant’s non-U.S. status and additional information reporting obligations, regardless of the number of shares owned. In general, a non-U.S. corporation will be a PFIC during a taxable year if (i) 75% or more of its gross income constitutes passive income or (ii) 50% or more of its assets produce, or are held for the production of, passive income. For these purposes, passive income generally includes interest, dividends and other investment income. However, income derived in the active conduct of an insurance business by a “qualifying insurance corporation” is not treated as passive income (the “Insurance Exception”). In addition, passive income does not include income of a “qualifying domestic insurance corporation” (“QDIC”). The PFIC provisions also contain a look-through rule under which a non-U.S. corporation will be treated as if it received directly its proportionate share of the income, and held its proportionate share of the assets, of another corporation if it owns at least 25% of the value of the stock of such other corporation. Accelerant does not expect to be considered a PFIC for its current taxable year or any subsequent taxable year. However, because this determination is made annually at the end of each taxable year and is dependent on a number of factors, there can be no assurance that Accelerant will not be considered a PFIC in any taxable year. Moreover, our Non-U.S. Carriers will need to be considered engaged in the active conduct of an insurance business and have applicable insurance liabilities that exceed a certain percentage of their total assets to qualify for the Insurance Exception, among other requirements. It is possible that a Non-U.S. Carrier does not satisfy such requirements in a given taxable year, in which case such a Non-U.S. Carrier may be treated as a PFIC and the PFIC status of Accelerant

could be adversely affected as a result. See “Certain Material Tax Considerations—U.S. Federal Income Tax Considerations—Taxation of U.S. Holders—Passive Foreign Investment Company Rules” for further discussion.

U.S. persons who own 10% or more of our shares, by vote or by value, will be subject to U.S. federal income taxation at ordinary income rates on our undistributed earnings and profits.

In general, for taxable years beginning before January 1, 2026, a “10% U.S. Shareholder” (as defined below) of a non-U.S. corporation that is a CFC at any time during a taxable year must include in its gross income for U.S. federal income tax purposes its pro rata share of the CFC’s “subpart F income” and “tested income” (with various adjustments) with respect to any shares that such 10% U.S. Shareholder owns in such non-U.S. corporation (directly or indirectly through certain entities) on the last day in the non-U.S. corporation’s taxable year on which it is a CFC, even if the subpart F income or tested income is not distributed. For taxable years beginning after December 31, 2025, a 10% U.S. Shareholder of a non-U.S. corporation that is a CFC at any time during a taxable year must include in its gross income for U.S. federal income tax purposes its pro rata share of the CFC’s “subpart F income” and “tested income” (with various adjustments) with respect to any shares that such 10% U.S. Shareholder owns in such non-U.S. corporation (directly or indirectly through certain entities) during that taxable year, even if the subpart F income or tested income is not distributed. A “10% U.S. Shareholder” generally is a U.S. person that owns (directly, indirectly through non-U.S. entities or by attribution by application of the constructive ownership rules of section 958(b) of the Code (i.e., “constructively”)) at least 10% of the total combined voting power or value of all classes of stock of a non-U.S. corporation. “Subpart F income” of a CFC generally includes “foreign personal holding company income” (such as interest, dividends and other types of passive income), as well as insurance and reinsurance income (including underwriting and investment income), and tested income is generally any income of the CFC other than subpart F income and certain other categories of income. An entity treated as a foreign corporation for U.S. federal income tax purposes generally is considered a CFC if 10% U.S. Shareholders own (directly, indirectly through non-U.S. entities or constructively), in the aggregate, more than 50% of the total combined voting power of all classes of voting stock of that non-U.S. corporation or more than 50% of the total value of all stock of that non-U.S. corporation. However, for the purposes of taking into account insurance income, these 50% thresholds are generally reduced to 25%. Further, special rules apply for purposes of taking into account any RPII of a non-U.S. corporation, as described above.

Whether Accelerant is a CFC for a taxable year will depend upon facts regarding our direct and indirect shareholders, about which we have limited information. Accordingly, no assurance can be provided that Accelerant will not be a CFC. Further, regardless of whether Accelerant is a CFC, for taxable years beginning before January 1, 2026, most or all of our non-U.S. subsidiaries (to the extent treated as corporations for U.S. federal income tax purposes) are generally treated as CFCs because our U.S. subsidiaries are expected to be treated as constructively owning the stock of our non-U.S. subsidiaries. For taxable years beginning after December 31, 2025, the relevant “downward attribution” rule will no longer apply, and therefore our non-U.S. subsidiaries will generally be treated as CFCs only if Accelerant is treated as a CFC. Accordingly, any 10% U.S. Shareholders of Accelerant may be required to include in gross income for U.S. federal income tax purposes for each taxable year their pro rata shares of all or a portion of the subpart F income and tested income generated by our non-U.S. companies (with various adjustments), regardless of whether any distributions are made to them. Any such 10% U.S. Shareholders should consult their own tax advisors regarding the application of these rules to them. See “Certain Material Tax Considerations—U.S. Federal Income Tax Considerations—Taxation of U.S. Holders—Controlled Foreign Corporation Considerations” for further discussion.

Also for taxable years of non-U.S. corporations beginning after December 31, 2025, a non-U.S. corporation will be treated as an FCFC if it is not a CFC and “Foreign Controlled United States Shareholders” (as defined below) collectively own, directly, indirectly through certain entities or constructively (by application of the rules set forth in Section 958(b) of the Code, generally applying to options, family members, partnerships, estates, trusts or corporations, other than Section 958(b)(4), generally prohibiting the attribution to U.S. partnerships, estates, trusts and corporations stock owned by non-U.S. partners, beneficiaries or shareholders), more than 50%

of the total combined voting power or total value of the corporation’s stock. Under Section 951B(b) of the Code, any United States person (as defined in Section 957(c) of the Code) who owns directly, indirectly through certain entities or constructively (by application of the rules described in the preceding sentence) 50% or more of the total combined voting power or value of all classes of stock of the non-U.S. corporation will be considered to be a “Foreign Controlled United States Shareholder”. In general, the rules described above with respect to United States Shareholders of CFCs also apply to Foreign Controlled United States Shareholders of FCFCs.

We do not expect to be a FCFC, although we may not have enough information about our ownership to determine such status. If we are, any holder that may be a Foreign Controlled United States Shareholder may have inclusions under the rules described above.

Risks Related to this Offering and Ownership of Our Class A Common Shares

The dual class structure of our common shares has the effect of concentrating voting control with the shareholders affiliated with Altamont Capital, including control over decisions that require the approval of shareholders; this will limit your ability to influence corporate matters submitted to a shareholder vote.

Each of our Class B common shares is entitled to ten votes, and each of our Class A common shares, which are the shares we are selling in this offering, is entitled to one vote. After giving effect to the re-designation of existing common shares following the Accelerant Holdings LP Distribution and the sale of the Class A common shares offered hereby, affiliates of Altamont Capital will control approximately 79.2% of the combined voting power of our outstanding common shares following this offering (or approximately 77.4% of the combined voting power of our outstanding common shares if the underwriters’ option to purchase additional Class A common shares is exercised in full), based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

Pursuant to our amended and restated memorandum and articles of association, each holder of our Class B common shares shall have the right to convert each of its Class B common shares into one Class A common share, at any time, upon notice to us. Additionally, Class B common shares will automatically convert into Class A common shares, on a one-for-one basis, upon transfer (other than a permitted transfer) of Class B common shares; or upon the earlier of (i) the time Class B common shareholders cease to own 50% of the Class B common shares owned by such holders, in aggregate, immediately upon the closing of this offering or (ii) three years, after which time (in each case) there will be a single class of common shares with one vote per share.

Because of the ten-to-one voting ratio between our Class B common shares and our Class A common shares, Altamont Capital (which holds the majority of our outstanding Class B common shares) will control a majority of the combined voting power of our common shares and therefore exert substantial influence over matters submitted to our shareholders so long as Altamont Capital owns a requisite percentage of our total outstanding common shares (in the form of either Class B common shares or Class A common shares). Concentrated control may limit your ability to influence corporate matters for the foreseeable future.

We have a history of losses, which may limit our ability to develop our Risk Exchange and inhibit us from making investments in developing and expanding our business.

Although we generated net income of $7.8 million and $22.9 million for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively, we have a history of losses and may incur additional losses in the near term as we continue to make investments to grow our business. Despite these investments, we may not succeed in increasing our revenue on the timeline that we expect or in an amount sufficient to remain profitable. If we are unable to remain profitable, this may limit our ability to develop our Risk Exchange, sign up new Members and risk capital partners and grow our revenues. Future net losses may also lead to a reduction in premiums written through the Risk Exchange, which would inhibit us from making investments in developing and expanding our business, and may also lead to a change in our A.M. Best or credit ratings.

An active trading market for our Class A common shares may not develop and the trading price for our Class A common shares may fluctuate significantly.

Our Class A common shares have been approved for listing, subject to official notice of issuance, on the NYSE. Prior to the completion of this offering, there has been no public market for our Class A common shares, and we cannot assure you that a liquid public market for our Class A common shares will develop. If an active public market for our Class A common shares does not develop following the completion of this offering, the market price and liquidity of our Class A common shares may be materially and adversely affected. The initial public offering price for our Class A common shares will be determined by negotiation between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of our Class A common shares after this offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their Class A common shares.

Applicable insurance laws could make it difficult to effect a change of control of our Company.

The insurance laws and regulations of the various jurisdictions in which our insurance subsidiaries are organized could delay or impede a business combination involving us. In the U.S., state insurance laws prohibit an entity from acquiring control of an insurance company without the prior approval of the domestic insurance regulator. Under most states’ statutes, an entity is presumed to have control of an insurance company if it owns, directly or indirectly, 10% or more of the voting stock of that insurance company or its parent company. These and other regulatory restrictions could delay, deter or prevent a potential merger or sale of our company, even if our Board of Directors decides that it is in the best interests of stockholders for us to merge or be sold. These restrictions could also delay sales by us or acquisitions by third parties of our insurance subsidiaries.

Our operating results and share price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment.

Our quarterly operating results could fluctuate in the future as a publicly traded company. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. You should consider an investment in our Class A common shares to be risky, and you should invest in our Class A common shares only if you can withstand a significant loss and wide fluctuation in the market value of your investment. The market price of our Class A common shares could be subject to significant fluctuations after this offering in response to the factors described in this “Risk Factors” section and other factors, many of which are beyond our control. Among the factors that could affect our share price are:

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market conditions in the broader stock market;

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actual or anticipated fluctuations in our quarterly financial and operating results;

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introduction of new products or services by us or our competitors;

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issuance of new or changed securities analysts’ reports or recommendations;

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results of operations that vary from expectations of securities analysts and investors;

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guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

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strategic actions by us or our competitors;

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announcement by us, our competitors or our acquisition targets;

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sales, or anticipated sales, of large blocks of our Class A common shares, including by our directors, executive officers, and principal shareholders;

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additions or departures in our Board of Directors, senior management or other key personnel;

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regulatory, legal, or political developments;

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public response to press releases or other public announcements by us or third parties, including our filings with the SEC;

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litigation and governmental investigations;

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changing economic conditions;

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changes in accounting principles;

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any indebtedness we may incur or securities we may issue in the future;

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default under agreements governing our indebtedness;

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Class A common shares sold in this offering will be freely tradable without restriction or further registration;

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exposure to capital and credit market risks that adversely affect our investment portfolio or our capital resources;

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changes in our A.M. Best or credit ratings; and

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other events or factors, including those from natural disasters, war, acts of terrorism, or responses to these events.

In addition, the stock markets, including the NYSE, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities. In times of stock price volatility, stockholders can often institute securities class action litigation against the issuer of such stock. If any of our shareholders bring a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

If securities or industry analysts do not publish research or reports about our business, or if they publish unfavorable research or reports, or they adversely change their recommendations regarding our Class A common shares, or if our results of operations do not meet their expectations, the market price for our Class A common shares and trading volume could decline.

The trading market for our Class A common shares will be influenced by research or reports that industry or securities analysts publish about our business. We do not have any control over these analysts. As a newly public company, we may be slow to attract research coverage. If any of the analysts who may cover us provide inaccurate or unfavorable research, issue an adverse opinion regarding our share price or if our results of operations do not meet their expectations, our share price could decline. Moreover, if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

The sale or availability for sale of substantial amounts of our Class A common shares could adversely affect their market price.

Sales of substantial amounts of our Class A common shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our Class A common shares and could materially impair our ability to raise capital through equity offerings in the future. The Class A common shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be 101,143,134 Class A common shares and 118,843,429 Class B common shares outstanding immediately after this offering, based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). Conversion of the Class B common shares would increase the number of Class A common shares

available for sale and could have the effect of depressing the trading price of our Class A common shares. Following this offering, we and each of our directors and officers named in the section “Management,” and certain shareholders, including Altamont Capital, have agreed not to sell any Class A common shares for 180 days following the date of this prospectus without the prior written consent of Morgan Stanley & Co. LLC, on behalf of the underwriters, subject to certain exceptions. However, the underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”). We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Class A common shares. See “Underwriters” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

In addition, an aggregate of 54,829,218 of our Class A common shares, representing 54.2% of our outstanding Class A common shares, are pledged to secure obligations of certain of our executive officers, including all three of our Co-Founders, as well as an additional employee, under loan agreements with third-party lenders, including Goldman Sachs Bank Europe SE, an affiliate of Goldman Sachs & Co. LLC, one of the underwriters in this offering. 52,614,547 million Class A common shares, or 52.0% of our outstanding Class A common shares are beneficially owned by Jeff Radke, our Co-Founder and Chief Executive Officer and a member of our Board of Directors, Christopher Lee-Smith, our Co-Founder and Head of Distribution and a member of our Board of Directors, and Frank O’Neill, our Co-Founder and Chief Underwriting Officer. All parties, including Messrs. Radke, Lee-Smith and O’Neill, are, as of the date of this prospectus, in compliance with all obligations under the terms of their loan agreements. Mr. Radke has entered into an agreement to refinance his existing loan with proceeds of a replacement loan concurrent with the completion of this offering from Wells Fargo Bank, N.A., an affiliate of Wells Fargo Securities, LLC, an underwriter in this offering. All of the Class A common shares securing these loans are subject to lock-up agreements that, upon a foreclosure event, would require the respective lenders to execute a new lock-up agreement with the Underwriters in order to exercise any rights in respect of the shares.

If any of the borrowers defaults on obligations under these agreements, the third-party lenders may exercise their rights under the applicable loan agreement, and will hold such shares subject to a lock-up agreement on substantially similar terms as those executed by our existing shareholders. See “Underwriting” for a description of these terms.

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on price appreciation of our Class A common shares for return on your investment.

We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Class A common shares as a source for any future dividend income.

Our Board of Directors has complete discretion regarding dividend distributions. Even if our Board of Directors decides to declare and pay dividends, the timing, amount and form of future dividends, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of we receive from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors, as well as regulatory restrictions on the ability of our insurance subsidiaries to issue dividends. Accordingly, the return on your investment in our Class A common shares will likely depend entirely upon any future price appreciation of our Class A common shares. There is no guarantee that our Class A common shares will appreciate in value after this offering or even maintain the price at which you purchased our Class A common shares. You may not realize a return on your investment in our Class A common shares and you may even lose your entire investment.

Our success depends on our ability to retain, attract and develop experienced and qualified personnel, including our senior management team and other personnel.

We depend upon our senior management team who possess extensive knowledge and a deep understanding of our business and strategy, and the insurance market as a whole. The unexpected loss of any of our senior management team could have a disruptive effect adversely impacting our ability to manage our business effectively. Competition for experienced professional personnel in the insurance industry is intense, and we are constantly working to retain and attract these professionals. If we cannot successfully do so, our business, results of operations, financial condition and prospects could be adversely affected.

You must rely on the judgment of our management as to the use of the net proceeds from this offering, and such use may not produce income or increase our share price.

Our management will have considerable discretion in the application of the net proceeds we receive. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

We may change our underwriting guidelines or strategy without shareholder approval.

Our management has the authority to change our underwriting guidelines or our strategy without notice to our shareholders and without shareholder approval. As a result, we may make fundamental changes to our operations without shareholder approval, which could result in our pursuing a strategy or implementing underwriting guidelines that may be materially different from the strategy described in the section entitled “Business” or elsewhere in this prospectus.

The amended and restated memorandum and articles of association that we intend to adopt contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Class A common shares.

We intend to adopt an amended and restated memorandum and articles of association immediately prior to the completion of this offering. Our proposed amended and restated memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. In addition, our Board of Directors has the authority, without further action by our shareholders, to issue preference shares in one or more classes and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our common shares. Preference shares could be issued quickly with terms having the effect of delaying or preventing a change in control of our company or making removal of management more difficult. Our Board of Directors also has the power, without shareholder approval, to set the terms of any such preference shares that may be issued, including voting rights, dividend rights, preferences over our common shares with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue preference shares in the future that have preference over our common shares with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preference shares with voting rights that dilute the voting power of our common shares, the rights of holders of our common shares or the price of our Class A common shares could be adversely affected.

Our principal shareholders have substantial influence over our company. Their interests may not be aligned with the interests of our other shareholders, and they could prevent or cause a change of control or other transactions.

Following the re-designation of existing common shares following the Accelerant Holdings LP Distribution and the completion of this offering, affiliates of Altamont Capital will beneficially own an aggregate of

100,480,382 Class B common shares, representing 79.2% of the combined voting power of our common shares outstanding after this offering (or approximately 77.4% of the combined voting power of our common shares if the underwriters’ option to purchase additional Class A common shares is exercised in full), based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). Altamont Capital will have a significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate actions. Altamont Capital will also have the power to prevent or cause a change in control for so long as Altamont Capital beneficially owns a majority of our total outstanding common shares and will retain significant influence over such a decision after they cease to own a majority. Without the consent of Altamont Capital, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of our largest shareholders may differ from the interests of our other shareholders. The concentration in the ownership of our Class A common shares and Class B common shares following this offering may cause a material decline in the value of our Class A common shares.

Altamont Capital and its affiliates engage in a broad spectrum of activities, including investments in industries in which we operate. In the ordinary course of their business activities, Altamont Capital and its affiliates may engage in activities where their interests conflict with our interests or those of our other shareholders, such as investing in or advising businesses that directly or indirectly compete with certain portions of our business or are suppliers or partners of ours. Our amended and restated memorandum and articles of association to be effective in connection with the closing of this offering will provide that none of Altamont Capital, any of its affiliates or any director who is not employed by us will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. Altamont Capital and its affiliates also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, Altamont Capital and its affiliates may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our memorandum and articles of association, the Cayman Islands Companies Act (As Revised) (the “Cayman Companies Act”) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law differ from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, some U.S. states, such as Delaware, have more prescriptive and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. Currently, we do not plan to rely on home country practice with respect to any corporate governance matter. However, if we choose to follow our home country practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Cayman Companies Act and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital—Comparison of Cayman Islands Corporate Law and U.S. Corporate Law.”

We will incur significantly increased costs and devote substantial management time as a result of the listing of our Class A common shares.

We will incur additional legal, accounting and other expenses as a public reporting company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and the listing standards of the NYSE, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.

Changes in accounting practices and future pronouncements may materially affect our reported financial results.

Developments in accounting practices may require us to incur considerable additional expenses to comply, particularly if we are required to prepare information relating to prior periods for comparative purposes or to apply the new requirements retroactively. The impact of changes in current accounting practices and future pronouncements cannot be predicted but may affect the calculation of net income, shareholder’s equity and other relevant financial statement line items.

Our U.S. insurance subsidiaries are required to comply with statutory accounting principles (“SAP”). SAP and various components of SAP are subject to constant review by the NAIC and its task forces and committees, as well as state insurance departments, in an effort to address emerging issues and otherwise improve financial reporting. Various proposals are pending before committees and task forces of the NAIC, some of which, if enacted and adopted on a state level, could have negative effects on insurance industry participants. The NAIC continuously examines existing laws and regulations. We cannot predict whether or in what form such reforms will be enacted and, if so, whether the enacted reforms will positively or negatively affect us.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective disclosure controls and procedures and internal control over financial reporting. Our controls and procedures may not be effective, which may adversely affect investor confidence in us and, as a result, the value of our Class A common shares.

Upon the completion of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We must design our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Any disclosure controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are in the early stages of the costly and intensive process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. We may not be able to complete our evaluation, testing and any required remediation in the time required. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the value of our Class A common shares to decline, and we may be subject to investigation or sanctions by the SEC.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual report on Form 10-K. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We will also be required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the JOBS Act if we take advantage of the exemptions contained in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause shareholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and share price.

We are an “emerging growth company” and we expect to elect to comply with reduced public company reporting requirements, which could make our Class A common shares less attractive to investors.

We are an emerging growth company, as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, among others, (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (2) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements, (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved and (4) the requirement to present only two years of audited financial statements and only two years of related

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. We could be an emerging growth company for up to five years after the first sale of our Class A common shares pursuant to an effective registration statement under the Securities Act, which fifth anniversary will occur in 2030. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we would cease to be an emerging growth company prior to the end of such five-year period. We have made certain elections with regard to the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage of other reduced disclosure obligations in future filings. As a result, the information that we provide to holders of our Class A common shares may be different than you might receive from other public reporting companies in which you hold equity interests. We cannot predict if investors will find our Class A common shares less attractive as a result of reliance on these exemptions. If some investors find our Class A common shares less attractive as a result of any choice we make to reduce disclosure, there may be a less active trading market for our Class A common shares and the market price for our Class A common shares may be more volatile.

The JOBS Act also permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

We are a “controlled company” and, as a result, we are exempt from obligations to comply with certain corporate governance requirements.

Upon the completion of this offering, investment funds affiliated with Altamont Capital will own Class B common shares, representing 79.2% of the combined voting power of our common shares outstanding after this offering (or 96,138,277 Class B common shares, representing approximately 77.4% of the combined voting power of our common shares if the underwriters’ option to purchase additional Class A common shares is exercised in full). Accordingly, we will be a “controlled company” for purposes of the NYSE listing requirements. As such, we will be exempt from the obligation to comply with certain corporate governance requirements, including the requirements that a majority of our Board of Directors consists of independent directors, and that we have nominating and compensation committees that are each composed entirely of independent directors. These exemptions do not modify the requirement for a fully independent audit committee, which is permitted to be phased-in as follows: (1) one independent committee member at the time of our initial public offering; (2) a majority of independent committee members within 90 days of our initial public offering; and (3) all independent committee members within one year of our initial public offering. Similarly, once we are no longer a “controlled company,” we must comply with the independent board committee requirements as they relate to the nominating and compensation committees, on the same phase-in schedule as set forth above, with the trigger date being the date we are no longer a “controlled company” as opposed to our initial public offering date. Additionally, we will have 12 months from the date we cease to be a “controlled company” to have a majority of independent directors on our Board of Directors. Additionally, other than Altamont Capital and any of its affiliates, no holder of common shares or any of its affiliates shall be permitted to exceed the Voting Power Threshold, and any votes to which such holder would otherwise be entitled in excess thereof shall be disregarded.

Certain of our directors have relationships with Altamont Capital, which may cause conflicts of interest with respect to our business.

Following this offering, two of our directors will be affiliated with Altamont Capital, our equity sponsor and an affiliate of our controlling shareholder. Our Altamont Capital directors have fiduciary duties to us and, in addition, have duties to Altamont Capital. As a result, these directors may face real or apparent conflicts of interest with respect to matters affecting both us and Altamont Capital, whose interests may be adverse to ours in some circumstances.

You will incur immediate dilution as a result of this offering.

If you purchase Class A common shares in this offering, you will pay more for your shares than the pro forma net tangible book value of your shares. As a result, you will incur immediate dilution of $16.83 per share, representing the difference between the initial public offering price of $19.00 per share and our pro forma net tangible book value per share as of March 31, 2025 of $2.17. Accordingly, should we be liquidated at our book value, you would not receive the full amount of your investment. In addition, you may also experience additional dilution upon future equity issuances or the exercise of share options to purchase Class A common shares granted to our employees, consultants and directors under our equity compensation plans. See “Dilution.”

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands company and a portion of our assets are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us in the United States in the event that you believe that your rights have been infringed under U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets. We have been advised by our Cayman Islands legal counsel, Maples and Calder (Cayman) LLP, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the securities laws of the United States or any State, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. You can generally identify forward-looking statements by our 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 prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” 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 this prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” 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. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•

our Risk Exchange’s prospects, its potential for expansion to new Members and offerings beyond the specialty insurance market, as well as the future prospects of our overall business;

•

our ability to grow our business profitably;

•

our financial strength;

•

the number of Members that we expect to retain and our membership growth prospects;

•

our ability to continue enhancing our technology-based solutions and gain internal efficiencies and effective controls that promote the utility of the analytics we provide to Members;

•

our ability to leverage our information systems to enhance the benefits available to our Members through our Risk Exchange;

•

our ability to continue to attract risk capital partners;

•

the performance of our Members and risk capital partners;

•

our ability to accurately assess and manage the underwriting risk we retain;

•

the competitive environment in the specialty insurance industry;

•

changes in government laws and regulations, including insurance regulatory laws, and how the enforcement thereof may affect our business;

•

our expectations regarding our projected growth;

•

the increased expenses associated with being a public company;

•

whether we will be considered a passive foreign investment company for U.S. tax purposes;

•

the additional regulatory, legal and operational risks that may arise in connection with our expansion into new geographies and how such risks might materially affect our business, results of operations, financial condition, and prospects; and

•

other factors detailed under heading “Risk Factors” beginning on page 28.

Given the risks and uncertainties set forth in this prospectus, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this prospectus are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this prospectus, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of Class A common shares in this offering will be $355.1 million, based on the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We will not receive any of the proceeds from the sale of Class A common shares by the selling shareholders named in this prospectus. The selling shareholders will receive $155.7 million in net proceeds from the offering, based on the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions payable by the selling shareholders (or $233.7 million if the underwriters exercise in full their option to purchase additional Class A common shares).

Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds that we receive from this offering by $19.2 million, assuming that the number of Class A common shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions payable by us. Similarly, each increase or decrease of 1.0 million in the number of Class A common shares offered by us would increase or decrease, as applicable, the net proceeds that we receive from this offering by $18.0 million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions payable by us.

The principal purposes of this offering are to fund the redemption of our Class C convertible preference shares if the holders do not elect to convert such preference shares to common shares at the time of the offering, increase our capitalization and financial flexibility, create a public market for our Class A common shares, and enable access to the public equity markets for us and our shareholders. We intend to use $175.3 million of the net proceeds from this offering to fund the redemption of our Class C convertible preference shares if the holders do not elect to convert such preference shares to common shares at the time of the offering, $25.0 million to fund a one-time termination fee upon the successful completion of this offering to an affiliate of Altamont Capital, see “Certain Relationships and Related-Party Transactions—Altamont Capital” with the remainder for general corporate purposes, including the continued growth of our business. Additionally, we may use a portion of the net proceeds to purchase products, services, or technologies, or acquire or invest in businesses. These businesses may include, but are not limited to, MGAs, insurance intermediaries, insurance companies, technology companies, and service providers in our ecosystem. We have not specifically identified any such businesses, including the seven Owned Members in which we own a call option to purchase some portion of their outstanding equity.

We cannot specify with certainty the particular uses of the net proceeds that we will receive from this offering or the amounts we actually spend on the uses set forth above. Pending the use of proceeds from this offering as described above, we plan to invest the net proceeds that we receive in this offering in short-term and intermediate-term interest-bearing obligations, investment-grade investments, certificates of deposit or direct or guaranteed obligations of the U.S. government. Our management will have broad discretion in the application of the net proceeds from this offering and investors will be relying on the judgment of our management regarding the application of the proceeds.

DIVIDEND POLICY

We do not currently pay dividends on any of our common shares and we currently intend to retain all available funds and any future earnings for use in the operation of our business. We may, however, pay cash dividends on our common shares, including our Class A common shares, in the future. Any future determination to pay dividends will be made at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, legal and regulatory requirements, restrictions in our debt agreements and other factors our Board of Directors deems relevant.

Additionally, we are a holding company that transacts the majority of our business through operating subsidiaries. Consequently, our ability to pay dividends to shareholders is largely dependent on receipt of dividends and other distributions from our subsidiaries. Applicable insurance laws restrict the ability of our insurance and reinsurance company subsidiaries to declare shareholder dividends and require insurance companies to maintain specified levels of statutory capital and surplus. Insurance regulators have broad powers to prevent reduction of statutory surplus to inadequate levels, and there is no assurance that dividends of the maximum amounts calculated under any applicable formula would be permitted. State insurance regulatory authorities that have jurisdiction over the payment of dividends by our insurance and reinsurance company subsidiaries may in the future adopt statutory provisions more restrictive than those currently in effect. See “Regulation—Insurance Regulation—Restrictions on Paying Dividends.”

Our ability to pay dividends may also be restricted by the terms of the Credit Agreement (as defined in “Certain Indebtedness”), or any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries. See “Risk Factors—Risks Related to this Offering and Ownership of Our Class A Common Shares—Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on price appreciation of our Class A common shares for return on your investment.”

CAPITALIZATION

The following table sets forth our cash, cash equivalents and restricted cash and total capitalization as of March 31, 2025:

•

on an actual basis, derived from our financial statements included elsewhere in this prospectus;

•

on an as adjusted basis, giving effect to the conversion of all of our outstanding Class A convertible preference shares and Class B convertible preference shares into Class A common shares and Class B common shares (as applicable), the redemption of the Class C convertible preference shares (on the basis that the projected value of the redemption is in excess of the conversion value at the date of the initial public offering), and the Accelerant Holdings LP Distribution as if it had occurred on March 31, 2025 (which includes the recognition of the profits interest compensation expense to certain officers and employees that was triggered upon the initial public offering as described below), based on the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus; and

•

on an as further adjusted basis, giving effect to the adjustments set forth above and the receipt of the estimated net proceeds from our sale and issuance by us of 20,276,280 of our Class A common shares in this offering, at the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions, and estimated offering expenses payable by us.

The as further adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and related notes, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included elsewhere in this prospectus.


	As of March 31, 2025
	Actual		Adjusted			As further Adjusted⁽¹⁾
	($ in millions)
Cash, cash equivalents and restricted cash	$	1,290.7	$	1,115.4		$	1,470.5

Debt		121.5		121.5			121.5
Redeemable preference shares
Class C convertible preference shares (issued and outstanding 2024: 66,411)		104.4		—			—
Shareholders’ equity:
Convertible preference shares
Class A (issued and outstanding 2024: 250,457 and 2023: 249,582)		236.7		—			—
Class B (issued and outstanding 2024: 150,231 and 2023: 149,707)		145.1		—			—
Class A and Class B common shares		—		—			—
Additional paid-in capital		127.2		1,649.0			2,004.1
Accumulated deficit		(176.3)		(1,387.2	)		(1.387.2	)
Accumulated other comprehensive loss		(11.2)		(11.2	)		(11.2	)
Non-controlling interests		28.5		28.5			28.5

Total equity		454.4		279.1			634.2

Total capitalization	$	575.9	$	400.6		$	755.7

(1)	Each $1.00 increase (decrease) in the assumed initial public offering price of $19.00 per Class A common share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and

cash equivalents, additional paid-in-capital, total equity and total capitalization on a pro forma as adjusted basis by approximately $19.2 million, assuming that the number of Class A common shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of Class A common shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in-capital, total equity, and total capitalization on a pro forma as adjusted basis by approximately $18.0 million, assuming an initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions, and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional Class A common shares from us were exercised in full, as further adjusted cash and cash equivalents, additional paid-in capital, total equity and total capitalization outstanding as of March 31, 2025 would be the same as above (as the Company will not sell any Class A common shares in connection with the underwriters’ option to purchase additional Class A common shares).

The as adjusted and as further adjusted columns in the table above are based on 101,143,134 Class A common shares (after giving effect to the conversion of all our outstanding Class A convertible preference shares and Class B convertible preference shares and the Accelerant Holdings LP Distribution) outstanding as of March 31, 2025, and excludes the following:

•

16,976,602 Class A common shares issuable upon the exercise of options outstanding under our 2023 Plan as of March 31, 2025, at a weighted average exercise price of $21.23 per share;

•

35,000,000 Class A common shares reserved for future issuance under our 2023 Plan as described in “Executive Compensation—Equity Compensation Plans and Other Benefit Plans—Share Incentive Plan” of which: (i) 2,381,858 Class A common shares will be issuable upon the vesting of restricted share units granted in connection with the consummation of this offering (as described in the fourth bullet of this paragraph); and (ii) 28,908,880 Class A common shares will be issuable upon the exercise of common share options granted in connection with the consummation of this offering under the 2023 Plan (as described in the fifth bullet of this paragraph. The number of shares subject to common share options is fixed by reference to the initial public offering price and a change in the initial public offering price will have a corresponding impact on the number of shares subject to common share options granted in connection with the consummation of this offering. For additional information see “Unaudited Pro Forma Financial Information Compensation-Based Expense Upon the Completion of this Offering”);

•

1,000,000 Class A common shares reserved for future issuance under the ESPP, which will become effective in connection with this offering;

•

2,381,858 Class A common shares issuable upon the vesting of restricted share units granted in connection with the consummation of this offering under the 2023 Plan, based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). For additional information see “Unaudited Pro Forma Financial Information—Compensation–Based Expense Upon the Completion of this Offering”; and

•

28,908,880 Class A common shares issuable upon the exercise of common share options granted in connection with the consummation of this offering under the 2023 Plan, based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus). This number is fixed by reference to the initial public offering price and a change in the initial public offering price will have a corresponding impact on the number of shares subject to common share options granted in connection with the consummation of this offering. For additional information see “Unaudited Pro Forma Financial Information—Compensation–Based Expense Upon the Completion of this Offering.”

UNAUDITED PRO FORMA FINANCIAL INFORMATION

We have derived the unaudited pro forma financial data of Accelerant Holdings LP, our predecessor, from its financial statements for the year ended December 31, 2024 and three months ended March 31, 2025 to give effect to the pro forma adjustments related to the Accelerant Holdings LP Distribution and the conversion of all of our outstanding classes of convertible preference shares as if all such transactions had been completed as of March 31, 2025 for the balance sheet and as of January 1, 2024 for the results of operations.

We based the pro forma adjustments on available information and on assumptions that we believe are reasonable under the circumstances to reflect, on a pro forma basis, the impact of the relevant transactions on the historical financial information of Accelerant Holdings LP and Accelerant Holdings, which is a consolidated subsidiary of Accelerant Holdings LP. See the notes to unaudited pro forma financial information below for a discussion of pro forma adjustments made. The unaudited pro forma financial information does not purport to be indicative of our results of operations or financial position had the relevant transactions occurred on the dates assumed and does not project our results of operations or financial position for any future period or date.

The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the operating results that would have occurred if this offering, the Accelerant Holdings LP Distribution and the conversion of all of our outstanding classes of convertible preference shares had been completed as of the dates set forth above, nor is it indicative of our future results. Additionally, the unaudited pro forma financial information does not give effect to the potential impact of any anticipated synergies, operating efficiencies, or cost savings that may result.

The unaudited pro forma financial information should be read together with “Capitalization” and our historical financial statements and related notes incorporated by reference in this prospectus, as well as accompanying notes to the unaudited consolidated pro forma financial statements.

Compensation-Based Expense Upon Completion of this Offering

Immediately prior to the consummation of this offering, we intend to effect the Accelerant Holdings LP Distribution, pursuant to which Accelerant Holdings LP will distribute all existing common shares in the Company that it owns to the holders of existing limited partnership interests of Accelerant Holdings LP in proportion to the economic interest represented by those limited partnership interests. The existing common shares will then be re-designated into 74,761,258 Class A common shares and 91,423,835 Class B common shares (as applicable) immediately following the effectiveness of our amended and restated memorandum and articles of association, assuming an initial public offering price of $19.00 per Class A common share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus. In connection with this, assuming an initial public offering price of $19.00, the midpoint of the range set forth on the cover of this prospectus, we expect to recognize a non-cash compensation expense of $1.22 billion related to the settlement of all outstanding profits interest awards through the distribution of 63,729,915 Class A common shares of the Company to certain officers and employees of the Company that fully vest upon the successful consummation of this offering. The profits interest awards will be settled by way of distribution of shares of the Company held by Accelerant Holdings LP to the officers and employees of the Company.

The $1.22 billion non-cash compensation expense is reflected within the pro forma adjustments below. Because the value of the profits interests awards will be determined by reference to the initial public offering price in this offering, a change in the assumed initial public offering price would have a corresponding impact on quantum of stock compensation expense recognized at the time of the Accelerant Holdings LP Distribution.

In addition, we expect to grant restricted share units and common share options in connection with the consummation of the offering, by reference to the initial public offering price.

The following table describes (i) the pro forma compensation expense at the time of the Accelerant Holdings LP Distribution, (ii) the number of restricted share unit awards and common share option awards granted in connection with the initial public offering and (iii) the estimated stock compensation expense associated with the grant of the awards described in clause (ii), each at the initial public offering prices for the Class A common shares shown below:


*($ amounts in millions)*	$18.00		$19.00		$20.00		$21.00		$22.00		$23.00
Pro forma stock compensation expense associated with Accelerant Holdings LP distribution	$	1,140.0	$	1,219.4	$	1,299.1	$	1,379.5	$	1,460.0	$	1,540.4
New restricted share unit awards		2,381,858		2,381,858		2,381,858		2,381,858		2,381,858		2,381,858
New common share option awards		29,950,455		28,908,880		27,582,441		26,205,555		24,976,002		23,871,336

Accelerant Holdings LP (predecessor) to Accelerant Holdings (registrant)

Unaudited Pro Forma Condensed Consolidated Balance Sheet


	March 31, 2025
*(expressed in millions of U.S. dollars, except share data)*	Accelerant Holdings LP (predecessor)			AHLP Distribution			Elimination of AHLP specific balances			Conversion of convertible preference shares			Accelerant Holdings (registrant)
Assets
Investments
Short-term investments	$	64.2		$	—		$	—		$	—		$	64.2
Fixed maturity securities available for sale, at fair value		582.7			—			—			—			582.7
Equity method investments		8.9			—			—			—			8.9
Other investments		47.0			—			—			—			47.0

Total investments		702.8			—			—			—			702.8
Cash, cash equivalents and restricted cash		1,290.9			(51.8	) ^(a)		(0.2	) ^(d)		—			1,238.9
Premiums receivable, (net of $2.7 allowance)		863.3			—			—			—			863.3
Ceded unearned premiums		1,708.7			—			—			—			1,708.7
Reinsurance recoverables on unpaid losses and LAE		1,266.5			—			—			—			1,266.5
Other reinsurance recoverables		370.2			—			—			—			370.2
Deferred acquisition costs		56.3			—			—			—			56.3
Goodwill and other intangible assets, net		114.9			—			—			—			114.9
Capitalized technology development costs		86.9			—			—			—			86.9
Other assets		253.4			—			2.2	^(d)		—			255.6

Total assets	$	6,713.9		$	(51.8	)	$	2.0		$	—		$	6,664.1

Liabilities and equity
Unpaid losses and loss adjustment expenses		1,513.1			—			—			—			1,513.1
Unearned premiums		1,986.4			—			—			—			1,986.4
Payables to reinsurers		1,186.4			—			—			—			1,186.4
Deferred ceding commissions		194.6			—			—			—			194.6
Funds held under reinsurance		854.8			—			—			—			854.8
Insurance balances payable		195.1			—			—			—			195.1
Debt		121.5			—			—			—			121.5
Accounts payable and other liabilities		210.7			—			(1.1	) ^(d)		—			209.6

Total liabilities	$	6,262.6		$	—		$	(1.1	)	$	—		$	6,261.5

Equity
Partners’ redeemable preference shares
Class D par value $301,248 per share, issued and outstanding of 100; amounts are recorded at liquidation preference	$	51.8		$	(51.8	) ^(a)	$	—		$	—		$	—

Partners’ equity
Accelerant Holdings LP partners’ common shares:
Class A1 par value $0.01 per share (issued and outstanding of 8,491,134,079)	$	110.6		$	(110.6	) ^(b)	$	—		$	—		$	—
Class A2 par value $0.02 per share (issued and outstanding of 693,970,910)		12.1			(12.1	) ^(b)		—			—			—
Accelerant Holdings Class A and B common shares (par value $0.000001 per share, 166,185,094 shares issued and outstanding)		—			—			—			—			—
Additional paid-in capital		—			1,342.1	^(b)		(57.4	) ^(d)		496.3	^(e)		1,781.0
Accumulated other comprehensive loss		(12.9	)		—	^(c)		1.7	^(d)		—			(11.2	)
Accumulated deficit		(206.7	)		(1,219.4	)^(c)		30.4	^(d)		—			(1,395.7	)

Total partners’ equity		(96.9	)		—			(25.3	)		496.3			374.1

Non-controlling interests
Non-controlling interests: convertible preference shares of Accelerant Holdings		486.2			—			—			(486.2	) ^(e)		—
Non-controlling interests: other interests		10.2			—			28.4	^(d)		(10.1	) ^(e)		28.5

Total non-controlling interests		496.4			—			28.4			(496.3	)		28.5

Total equity		451.3			(51.8	)		3.1			—			402.6

Total liabilities and equity	$	6,713.9		$	(51.8	)	$	2.0		$	—		$	6,664.1

Accelerant Holdings LP (predecessor) to Accelerant Holdings (registrant)

Unaudited Pro Forma Condensed Consolidated Statements of Operations


	Three Months Ended March 31, 2025
*(expressed in millions of U.S. dollars)*	Accelerant Holdings LP (predecessor)			AHLP Distribution		Elimination of AHLP specific balances			Conversion of convertible preference shares		Accelerant Holdings (registrant)
Revenues
Ceding commission income	$	70.7		$	—	$	—		$	—	$	70.7
Direct commission income		28.1			—		—			—		28.1
Net earned premiums		63.0			—		—			—		63.0
Net investment income		12.2			—		—			—		12.2
Net realized gains on investments		2.3			—		—			—		2.3
Net unrealized gains on investments		1.7			—		—			—		1.7

Total revenues		178.0			—		—			—		178.0
Losses and loss adjustment expenses		45.2			—		—			—		45.2
Amortization of deferred acquisition costs		17.1			—		—			—		17.1
General and administrative expenses		70.0			—		(0.1	)^(f)		—		69.9
Technology and development operating expenses		3.0			—		—			—		3.0
Interest expenses		2.6			—		—			—		2.6
Depreciation and amortization		7.4			—		—			—		7.4
Other expenses		14.2			—		—			—		14.2
Net foreign exchange gains		2.9			—		0.2	^(f)		—		3.1

Total expenses		162.4			—		0.1			—		162.5

Income before income taxes		15.6			—		(0.1	)		—		15.5
Income tax expense		(7.7	)		—		—			—		(7.7	)

Net income		7.9			—		(0.1	)		—		7.8
Adjustment for net income attributable to non-controlling interests		(1.3	)		—		—			—		(1.3	)

Net income attributable to entity	$	6.6		$	—	$	(0.1	)	$	—	$	6.5

*Net income attributable to Accelerant Holdings per Class A and B common shares:**
Basic											$	0.04
Diluted											$	0.03
Weighted-average Class A and B common shares outstanding:
Basic												166,185,094	^(g)
Diluted												205,273,147	^(g)

Accelerant Holdings LP (predecessor) to Accelerant Holdings (registrant)

Unaudited Pro Forma Condensed Consolidated Statements of Operations


	Year Ended December 31, 2024
*(expressed in millions of U.S. dollars)*	Accelerant Holdings LP (predecessor)			AHLP Distribution			Elimination of AHLP specific balances			Conversion of convertible preference shares		Accelerant Holdings (registrant)
Revenues
Ceding commission income	$	249.5		$	—		$	—		$	—	$	249.5
Net earned premiums		226.6			—			—			—		226.6
Direct commission income		66.7			—			—			—		66.7
Net investment income		39.1			—			(0.2	)^(f)		—		38.9
Net realized gains on investments		1.9			—			—			—		1.9
Net unrealized gains on investments		19.0			—			—			—		19.0

Total revenues		602.8			—			(0.2	)		—		602.6
Losses and loss adjustment expenses		167.3			—			—			—		167.3
Amortization of deferred acquisition costs		81.4			—			—			—		81.4
General and administrative expenses		227.9			—			(0.4	)^(f)		—		227.5
Technology and development operating expenses		13.4			—			—			—		13.4
Interest expenses		12.1			—			—			—		12.1
Depreciation and amortization		26.6			—			—			—		26.6
Other expenses		47.4			1,219.4	^(c)		—			—		1,266.8
Net foreign exchange gains		(4.8	)		—			(0.3	)^(f)		—		(5.1	)

Total expenses		571.3			1,219.4			(0.7	)		—		1,790.0

Income (loss) before income taxes		31.5			(1,219.4	)		0.5			—		(1,187.4	)
Income tax expense		(9.1	)		—			—			—		(9.1	)

Net income (loss)		22.4			(1,219.4	)		0.5			—		(1,196.5	)
Adjustment for net loss attributable to non-controlling interests		4.3			—			—			—		4.3

Net income (loss) attributable to entity	$	26.7		$	(1,219.4	)	$	0.5		$	—	$	(1,192.2	)

*Net loss attributable to Accelerant Holdings per Class A and B common shares:**
Basic												$	(7.18	)
Diluted												$	(7.18	)
Weighted-average Class A and B common shares outstanding:
Basic													165,982,094	^(g)
Diluted													165,982,094	^(g)

Notes to the Unaudited Pro Forma Financial Information

The original net income attributable to Accelerant Holdings per common share is presented in Accelerant Holdings’ consolidated statements of operations for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively included within our condensed consolidated interim financial statements and annual consolidated financial statements included elsewhere in this prospectus.

(a)	AHLP distribution adjustment to reflect the anticipated redemption of AHLP’s Class D shares at the time of the initial public offering.

(b)	Cancellation of Accelerant Holdings LP common shares in the total amount of $122.7 million in exchange for common shares of Accelerant Holdings following the re-designation of existing common shares following the Accelerant Holdings LP Distribution.

(c)

Adjustment for a non-cash compensation expense of $1.22 billion related to the settlement of all outstanding profits interest awards to certain officers and employees of the Company that fully vest upon the successful consummation of this offering. The profits interest awards will be settled by way of the distribution of common shares of the Company owned by Accelerant Holdings LP to the holders of the profits interest awards, based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated

initial public offering price range on the cover page of this prospectus). For additional information see “Unaudited Pro Forma Financial Information—Compensation-Based Expense Upon the Completion of this Offering.”

(d)

Adjustments for Accelerant Holdings LP specific account balances that are not attributable to Accelerant Holdings (the accumulated deficit adjustments relate to $22.2 million of accretion adjustments from redeemable preferred shares and $8.2 million of accumulated deficit since inception, which are offset within additional paid-in capital).

(e)

Conversion of Accelerant Holdings outstanding Class A convertible preference shares, Class B convertible preference shares and Class C convertible preference shares to Accelerant Holdings common shares and warrants that will be reclassified to additional paid-in capital at the time of the initial public offering. Such shares and warrants were previously included as non-controlling interests within the Accelerant Holdings LP financial statements as they were issued by Accelerant Holdings. The classification of all classes of our convertible preference shares is described in Note 2 to our consolidated financial statements, which consists of the Class A and Class B convertible preference shares as permanent equity and the Class C convertible preference shares as mezzanine or temporary equity (given the nature of both redemption and conversion features of the Class C convertible preference shares that are not available to other holders of equally or more subordinated equity instruments of the Company). We deemed the Class C convertible preference shares probable of conversion to common shares when considering both the expected timing and nature of events giving rise to the redemption or conversion rights of the holders of such Class C convertible preference shares at the date of issuance. However, variability in the timing or pricing of the offering could result in the holders electing to redeem their shares as described in the notes to our consolidated financial statements (refer to Notes 2 and 16 to our annual consolidated financial statements included elsewhere in this prospectus for additional information).

(f)	Adjustments for specific Accelerant Holdings LP transactions that are not attributable to the operating results of Accelerant Holdings.

(g)

The pro forma basic and diluted shares were derived from the Accelerant Holdings consolidated financial statements, as adjusted for i) the 83.6690-for-1 share subdivision of the Company’s common and preference shares approved by the Company’s Board of Directors in preparation for this offering; and ii) (for the year ended December 31, 2024) to reflect the anti-dilutive nature of certain potential common shares (due to the pro forma basis net loss attributable to the entity). Refer to Note 12 to our condensed consolidated interim financial statements and Note 22 to our annual consolidated financial statements included elsewhere in this prospectus for additional information.

DILUTION

If you invest in our Class A common shares in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per common share and the pro forma as adjusted net tangible book value per common share immediately after this offering. Dilution in pro forma as adjusted net tangible book value per share to new investors represents the difference between the amount per share paid by purchasers of our Class A common shares in this offering and the pro forma as adjusted net tangible book value per common share immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities and redeemable convertible preference shares by the number of our common shares outstanding. Our historical net tangible book value as of March 31, 2025, was $148.2 million, or $0.74 per share, after giving effect to the conversion of all Class B common shares into Class A common shares. Our pro forma net tangible book value as of March 31, 2025 excludes any potential redemptions of Class C convertible preference shares that were issued in December 2024 if the holders do not elect to convert such preference shares to common shares at the time of this offering.

After giving effect to the sale by us of 20,276,280 Class A common shares and the sale by the selling shareholders of 8,671,088 Class A common shares in this offering at the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, the conversion of all Class B common shares into Class A common shares, based on the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions, and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2025, would have been $432.4 million, or $2.17 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $1.43 per share of Class A common shares and $1.43 per share of Class B common shares and an immediate dilution in pro forma as adjusted net tangible book value of $16.83 per share to investors purchasing our Class A common shares in this offering. The following table illustrates this dilution:


Assumed initial public offering price per common share			$	19.00
Historical net tangible book value per share as of March 31, 2025	$	0.74
Increase per share attributable to the pro forma adjustments from new investors purchasing Class A common shares as described above		1.43

Pro forma as adjusted net tangible book value per share immediately after this offering				2.17

Dilution in pro forma as adjusted net tangible book value per share to new Class A common share investors in this offering			$	16.83

Each $1.00 increase (decrease) in the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value after this offering by approximately $19.0 million, or $0.10 per share, and would increase (decrease) the dilution per share to new investors purchasing our Class A common shares in this offering by $0.90 per share, assuming that the number of Class A common shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions, and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of Class A common shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value after this offering by approximately $18.0 million, or $0.08 per share, and would increase (decrease) the dilution per share to new investors by $(0.08) per share, assuming that the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover

page of this prospectus, remains the same, and after deducting underwriting discounts and commissions, and estimated offering expenses payable by us.

The following table presents, on a pro forma basis as of March 31, 2025, after giving effect to (i) the re-designation of shares following the Accelerant Holdings LP Distribution and (ii) the sale by us of Class A common shares in this offering (assuming the conversion of all Class B common shares into Class A common shares) based on the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, the difference between the existing shareholders and the investors purchasing Class A common shares in this offering with respect to the number of Class A common shares purchased from us, the total consideration paid or to be paid to us, and the average price per share paid or to be paid to us, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing common stock in this offering will pay an average price per share substantially higher than our existing stockholders paid.


	Shares Purchased					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent
	($ in thousands)
Existing shareholders		191,039,194		86.8	%	$	460,654		45.6	%	$	2.41
New investors		28,947,368		13.2			549,999		54.4			19.00

Total		219,986,563		100.0	%	$	1,010,654		100.0	%

Each $1.00 increase (decrease) in the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors and average price per share paid by new investors by $28.9 million and $0.13 per share, respectively, assuming that the number of Class A common shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions, and estimate offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors and average price per share paid by new investors by $19.0 million and $0.07 per share, respectively, assuming that the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase 4,342,105 additional Class A common shares at the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, the pro forma as adjusted net tangible book value per share after this offering would be $2.17 per share and the dilution to new investors in this offering would be $16.83 per share. If the underwriters exercise such option in full, the number of shares held by new investors will increase to 33,289,473 Class A common shares, or approximately 32.9% of the total number of Class A common shares outstanding after this offering.

The number of Class A common shares and Class B common shares that will be outstanding after this offering is based on 219,986,563 Class A common shares (after giving effect to the re-designation of shares following the Accelerant Holdings LP Distribution and assuming the conversion of all Class B common shares into Class A common shares) outstanding as of March 31, 2025, based on the assumed initial public offering price of $19.00 per share, which is the midpoint of the estimated initial public offering range set forth on the cover page of this prospectus, and excludes the following:

•

16,976,602 Class A common shares issuable upon the exercise of options outstanding under our 2023 Plan as of March 31, 2025, at a weighted average exercise price of $21.23 per share;

•

35,000,000 Class A common shares reserved for future issuance under our 2023 Plan as described in “Executive Compensation—Equity Compensation Plans and Other Benefit Plans—Share Incentive Plan” of which: (i) 2,381,858 Class A common shares will be issuable upon the vesting of restricted share units granted in connection with the consummation of this offering under the 2023 Plan (as described in the fourth bullet of this paragraph); and (ii) 28,908,880 Class A common shares will be issuable upon the exercise of common share options granted in connection with the consummation of this offering under the 2023 Plan (as described in the fifth bullet of this paragraph). The number of shares subject to common share options is fixed by reference to the initial public offering price and a change in the initial public offering price will have a corresponding impact on the number of shares subject to common share options granted in connection with the consummation of this offering. For additional information see “Unaudited Pro Forma Financial Information—Compensation-Based Expense Upon the Completion of this Offering;”)

•

1,000,000 Class A common shares reserved for future issuance under the ESPP, which will become effective in connection with this offering;

•

To the extent any options are granted and exercised in the future, there may be additional economic dilution to new investors.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity, as Class A common shares, or other securities that are convertible into our Class A common shares, such as convertible debt securities, the issuance of these securities could result in further dilution to our shareholders.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and our results of operations should be read in conjunction with the sections titled “Prospectus Summary — Summary Accelerant Holdings Historical Consolidated Financial Data” and “Unaudited Pro Forma Financial Information,” and our consolidated annual financial statements and related notes thereto, our condensed consolidated interim financial statements and related notes thereto and other information included elsewhere in this prospectus. This management’s discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Basis of Presentation

Accelerant Holdings LP, a Cayman Islands exempted limited partnership formed in 2018 and our current controlling parent entity, is the ultimate parent company of the Accelerant group of companies. In December 2021, we initiated a series of reorganization transactions pursuant to which our company, Accelerant Holdings, was established and became the primary holding company of the Accelerant group of companies. This reorganization has been accounted for as a transaction between entities under common control and is expected to be completed upon the distribution by Accelerant Holdings LP of 1,986,221 of our existing common shares to holders of existing limited partnership interests of Accelerant Holdings LP in proportion to the economic interests represented by those limited partnership interests. This distribution will occur immediately prior to the consummation of this offering. The existing common shares will then be re-designated into 74,761,259 Class A common shares and 91,423,836 Class B common shares (as applicable) immediately following the effectiveness of our amended and restated memorandum and articles of association, based on the assumed initial public offering price of $19.00 per share (which is the midpoint of the estimated initial public offering price range on the cover page of this prospectus). We refer to this distribution as the Accelerant Holdings LP Distribution. After the consummation of this offering, Accelerant Holdings LP will be dissolved.

Prior to the completion of the Accelerant Holdings LP Distribution, Accelerant Holdings LP is considered under applicable SEC rules and guidance to be our predecessor entity. Accordingly, the consolidated annual financial statements of each of Accelerant Holdings and Accelerant Holdings LP are included elsewhere in this prospectus. However, the assets and liabilities and operating results of Accelerant Holdings LP are insignificant in relation to the financial statements of Accelerant Holdings and as such, the financial information referenced within this prospectus, including that presented in this section, is that of Accelerant Holdings unless otherwise specified.

Overview of Accelerant

Exchange, we offer risk capital partners an attractive, validated, and diversified portfolio of specialty insurance premium that may otherwise be difficult to access elsewhere. Risk capital partners who provide capacity through our Risk Exchange pay us recurring fees to source, manage, and monitor risks on their behalf. The Risk Exchange portfolio’s strong returns to date promote confidence from these risk capital partners in the quality of the portfolio’s risk exposure, leading to better pricing and faster execution for our Members, which, in turn, empowers our Members to focus on profitable underwriting performance and growth.

Our Members (“Supply Side” of the Risk Exchange)

We view the Members sourcing and underwriting policies as the “supply side” of our Risk Exchange. The vast majority of our Members are independent third parties, in which Accelerant has no ownership stake. We refer to these Members as “Independent Members.” Each Independent Member enters into a long-term contract with Accelerant where it agrees to underwrite certain types of policies through the Risk Exchange. Generally, these contracts are five years in duration and subject to annual renewal, with Accelerant retaining a right to terminate early for performance reasons. For a large majority of the gross written premium produced by Independent Members, Accelerant has an exclusive arrangement to write such policy types with the Independent Member. Additionally, Accelerant has the right of first refusal to offer new products an Independent Member may launch on the Risk Exchange.

The remaining Members consist of “Owned Members” and “Mission Members.” Owned Members are Members in which we either have a minority ownership interest or controlling equity interest. Typically, our investments in Owned Members take the form of an initial minority ownership interest and a contractual call option for a controlling equity ownership interest over time. In all but two instances, these investments took place within 40 weeks after an MGA had been a Member on the platform. Mission Members are Members started within Mission Underwriters, our MGA incubation platform. With Mission Underwriters, we support entrepreneurial specialty underwriters with start-up capital and operational tools and resources to form their own MGAs that are then jointly owned by Mission Underwriters and the specialty underwriters. Our primary means of identifying such underwriters is our reliance on the Accelerant management team’s knowledge of the specialty insurance markets, which includes reliance on certain historical metrics (such as loss ratios) from their underwriting track records at reputable incumbent institutions and, generally, prospective Mission Underwriters’ reputations among the industry, leveraging our experience and tenure in the space. Such knowledge includes an awareness of high-quality underwriters in these markets. Mission Underwriters attracts specialty underwriters with its independence, turnkey back office, and equity incentivization combined with the overall Accelerant value proposition. We supplement this market awareness with arrangements with a number of specialist recruiters that seek out underwriters that match our desired profile. While our ongoing recruitment efforts will continue to be important as we grow, we do not currently expect any associated recruitment costs to increase materially over time. Mission Underwriters owns the majority of the MGAs that it helped to create, with meaningful equity shared with management teams based on the performance of their MGA.

The gross premium written by Independent Members and placed through the Risk Exchange is referred to as “Independent Premium.” The gross premium written by Mission Members and Owned Members and placed through the Risk Exchange is referred to as “Owned Premium.” Historically, Independent Premium has comprised the large majority of Exchange Written Premium, and we expect this trend to continue over time.

Members and Exchange Written Premium Detail


	Three Months Ended								Year Ended
	March 31, 2025				March 31, 2024				December 31, 2024				December 31, 2023				December 31, 2022
*($ in millions)*	# of Members		Exchange Written Premium		# of Members		Exchange Written Premium		# of Members		Exchange Written Premium		# of Members		Exchange Written Premium		# of Members		Exchange Written Premium
Independent Members		185	$	713.9		126	$	413.9		170	$	2,180.4		114	$	1,146.3		70	$	803.7
Mission Members		31		173.9		27		81.1		30		530.5		25		311.6		15		191.1
Owned Members		16		97.4		17		88.8		17		397.5		16		329.4		16		205.9

Total		232	$	985.2		170	$	583.8		217	$	3,108.4		155	$	1,787.3		101	$	1,200.7

Our Risk Capital Partners (“Demand Side” of the Risk Exchange)

We view our risk capital partners, who appoint Accelerant to source, monitor, and manage portfolios of insurance policies supplied by Members on their behalf, as the “demand” side of our Risk Exchange. Currently, our risk capital partners include third-party insurance companies, reinsurance companies, and institutional investors. As of March 31, 2025, 13 Risk Exchange Insurers accessed gross premium written directly from the Risk Exchange (on a primary insurance basis) rather than via reinsurance from Accelerant Underwriting, accounting for 19% of the premium written on the Risk Exchange for the three months ended March 31, 2025.

We refer to gross premium written directly on behalf of Risk Exchange Insurers as “Third-Party Direct Written Premium.” All premiums written by Accelerant Underwriting, including that which is ultimately reinsured to institutional investors and third-party reinsurers, is referred to as “Accelerant GWP.” We expect the premium placed with Risk Exchange Insurers will increase in coming years and as a result, the contribution from Third-Party Direct Written Premium will continue to increase. This will lead to less overall revenue growth in our Underwriting segment, but more direct commission income within our Exchange Services segment. The business mix shift should lead to higher and more consistent consolidated profitability margins. We believe that the indicators of financial success across the platform will continue to be Exchange Written Premium growth and consolidated profitability.

For Accelerant Underwriting, we have historically targeted reinsuring approximately 90% of its gross premium written to institutional investors and third-party reinsurers, with Accelerant retaining approximately 10% of the risk associated with these gross premiums written, which we believe is a strategic asset and demonstrates alignment with our risk capital partners. For the trailing twelve months ended March 31, 2025, Accelerant-Retained Exchange Premium represented 8% of Exchange Written Premium.

Our Business Model

We operate our business across three reportable segments – Exchange Services, which is the core offering of Accelerant, as well as MGA Operations and Underwriting. Exchange Services and MGA Operations are both fee-based businesses. Underwriting captures the net ceding commission income from reinsurers and Flywheel Re and net underwriting profit from retained business that is written or assumed by Accelerant Underwriting companies.

•

Exchange Services: The Exchange Services segment includes the revenue and expenses associated with our Risk Exchange. It consists of the Risk Exchange, our operating platform that incorporates all of our technology, data ingestion, and agency operations that serve the needs of our Members and risk capital partners. Risk capital partners writing premiums directly through the Risk Exchange pay us a fixed-percentage, volume-based fee for sourcing, managing and monitoring the business they write, which is netted by the amount the Risk Exchange pays in performance-based commissions to Members.

•

MGA Operations: MGA Operations includes results from Mission Members and Owned Members. This segment reports all revenue and expenses from Mission Members as well as Owned Members in which we have ownership positions large enough to be consolidated and equity method income for those in which we have a minority equity ownership interest. The largest component of the segment is our investment in the 31 Mission Members as of March 31, 2025, which operate in the U.S., UK, and EEA. This segment also includes 16 Owned Members as of March 31, 2025, of which, nine are majority-owned and controlled by us and therefore consolidated in our financial statements.

•

Underwriting: Our Underwriting segment includes all revenue and expenses associated with our Accelerant Underwriting companies (each of which solely operates through the Risk Exchange) and reinsurance company. We view the Underwriting segment as a strategic asset and source of operational flexibility that we use to align incentives with current and prospective risk capital partners. Our Accelerant Underwriting companies earn premiums and pay losses from business sourced and retained through the Risk Exchange. Our Accelerant Underwriting companies pay commissions to the Risk Exchange as consideration to access this business on market-consistent terms with Risk Exchange Insurers. This is offset by the ceding commission we receive from several third-party reinsurers including Flywheel Re, a reinsurance sidecar, for ceding premium and losses to them. The performance of our Underwriting segment will vary with the performance of the portfolio reinsured to third-party risk capital partners. We expect the portion of Risk Exchange premium underwritten by Accelerant Underwriting companies to decrease over time, relative to other segments, as Risk Exchange Insurers increase in number and grow their premium written through our Risk Exchange.

A high-level view of our business model is included below (based on activity for the trailing twelve months ended March 31, 2025):

LOGO

⁽¹⁾	Calculated as Exchange Services segment direct commission income divided by Exchange Written Premium.

⁽²⁾	Calculated as MGA Operations segment direct commission income, net investment income ($4.4 million) and net realized gains on investments ($3.3 million) divided by Exchange Written Premium attributable to Mission Members and Owned Members.

(3)

Calculated as net earned premium and the amortization of deferred excess ceding commission income, reduced by net losses and the amortization of DAC, plus net investment income and net realized gains and net unrealized gains (losses) on investments expressed as a percentage of total Underwriting gross earned premium, excluding operating expenses.

Key Factors that Could Affect Our Performance

Ability to Maintain and Grow Our Member Base

We believe there is a significant opportunity to attract new Members to the Risk Exchange and grow our existing Members. This is impacted by our ability to continue to deliver a holistic and compelling value

proposition. We believe that existing and prospective Members will continue to be drawn to the Risk Exchange, and the growth of Members facilitated by our strong Member-centric service model, high value-add data and analytics capabilities, and ability to provide stable multi-year capacity.

Access to Third-Party Capital Providers to Support Members

Our future revenue growth also depends, in part, on our ability to expand our relationships with new and existing third-party capital providers to meet the growth of gross premiums sourced by our Members. We believe that the low-hazard, low-limit specialty business that we source from our Members will continue to attract these third-party risk capital partners. Since 2019, we have grown our risk capital partners from two to 96 as of March 31, 2025. As of March 31, 2025, we had 13 Risk Exchange Insurers, many of whom continue to express interest in increasing their allocations and outpacing the premium volume exchanged on our platform.

Sourcing a Portfolio with Sustainable Loss Ratios

Our ability to maintain the support of risk capital partners depends, in part, on maintaining an attractive ratio of gross premiums to gross losses and gross commissions that risk capital partners pay to the Risk Exchange. We believe the historic quality of the portfolio written by our Members is reflected by the gross loss ratios of 53.3% and 52.1% for the three months ended March 31, 2025 and 2024, respectively. We intend to leverage our data and analytics capability and our team of expert underwriters to continue to produce a portfolio with increasing diversification and attractive risk/return characteristics for our risk capital partners.

Investing in Technology Platform Capabilities

We continue to invest in our Risk Exchange to add capabilities and enhance the overall user experience of Risk Exchange participants and deepen our analytical and underwriting insights. Our ability to successfully attract high-quality specialty underwriters and risk capital depends on our ability to continue to develop value from our technology platform. We may choose to increase our level of investment in technology from past levels to enhance the platform capabilities and our competitive position. We believe that our ability to deliver platform capabilities that our Risk Exchange participants perceive as unique will continue in the future.

Compensation-Based Expense Upon Completion of this Offering

Immediately prior to the consummation of this offering, we intend to effect the Accelerant Holdings LP Distribution, pursuant to which Accelerant Holdings LP will distribute all existing common shares in the Company that it owns to the holders of existing limited partnership interests of Accelerant Holdings LP in proportion to the economic interest represented by those limited partnership interests. The existing common shares will then be re-designated into 74,761,259 Class A common shares and 91,423,836 Class B common shares (as applicable) immediately following the effectiveness of our amended and restated memorandum and articles of association, assuming an initial public offering price of $19.00 per Class A common share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus. In connection with this, we expect to recognize compensation expense between $1,140 million and $1,240 million at the time of the Accelerant Holdings LP Distribution for the value of the new Class A common shares and Class B common shares of the Company, assuming an initial public offering price of $19.00 per Class A common share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus. This number is fixed by reference to the initial public offering price and a change in the initial public offering price will have a corresponding impact on the amount of compensation expense in connection with the consummation of this offering. See “Unaudited Pro Forma Financial Information—Compensation-Based Expense Upon Completion of this Offering.” In each reporting period subsequent to the Accelerant Holdings LP Distribution, we expect to recognize a non-cash compensation expense equal to the value of the restricted common shares of the Company that vested and became unrestricted during each such reporting period. This compensation expense will be material to the Company’s income in future periods.

Costs of Being a Public Company

To operate as a public company, we will be required to continue to implement changes in certain aspects of our business and develop, manage, and train employees to comply with ongoing public company requirements. We will also incur new expenses as a public company, including public reporting obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, SEC and FINRA filing fees and offering expenses. These expenses will have the effect of reducing our profit.

Key Components of Our Results of Operations

Revenue

Ceding commission income

We cede a significant portion of the premiums written on behalf of Accelerant Underwriting companies to third-party reinsurance companies or institutional investors through Flywheel Re. This generates positive ceding commissions which are recorded as a reimbursement for (and reduction of) the acquisition costs related to the reinsurance portion of the ceded insurance business. Ceding commissions that are in excess of the proportionate share of the DAC of the business ceded are deferred and amortized over the same period in which the related premium is earned. The amortization of this excess ceding commission income is recorded as “Ceding commission income” in the consolidated statements of operations within revenue. Certain ceding commissions are subject to sliding scale adjustments based on the actual loss experience of covered insurance contracts, which can result in the need for us to refund previous commissions received, resulting in a reduction of income in the determined period. These adjustments often occur well after the ceding commissions are earned based on the development of insurance liabilities. In such instances, commission adjustments are not subject to deferral and are instead recorded directly as income or loss when determined. Accordingly, in all cases, we adjust ceding commissions as of the reporting date for our best estimate of loss experience for reinsured insurance policies.

Direct commission income

Accounting treatment of direct commissions received in the Exchange Services and the MGA Operations segments depend on whether the direct commission is being paid on an intercompany basis or by a third party.

Direct commissions paid by one Accelerant entity to another (referred to as “intercompany basis”) are required to be eliminated in consolidation pursuant to generally accepted accounting principles. These include fees paid by Accelerant Underwriting companies to the Risk Exchange, as well as commissions paid by the Risk Exchange to Mission Members and/or to Owned Members. These intercompany direct commissions are recognized under “Direct commission income” in our consolidated statements of operations under the segment to which they relate, and are fully recognized by the segment when the services and related performance obligations are completed.

While these intercompany basis commissions are all eliminated on a consolidated basis, we nevertheless derive a significant economic benefit from these commissions. Unlike third parties, which bear the costs of the services performed by the Risk Exchange in the form of cash payments, we do not bear the cost of such services once fully eliminated, resulting in less commission amortization expense over the insurance policy term. This has the practical effect of increasing consolidated earnings as the corresponding premiums are earned. Direct commission income paid by third parties in the Exchange Services or MGA Operations segments are fully recognized in the current period under “Direct commission income” in the statement of operations, to the extent that the underlying services and performance obligations to which they relate have been performed. As more business is written by Risk Exchange Insurers, we expect a higher proportion of direct commission income to be recognized on a consolidated basis (instead of being subject to elimination on an intercompany business basis, as discussed above).

Net earned premiums

Net earned premiums represent the earned portion of gross written premiums (“GWP”) sourced from Accelerant Underwriting companies, less the portion of our GWP that is ceded to third-party reinsurers under our quota share and excess of loss reinsurance agreements. Premiums are earned in proportion to the amount of insurance protection provided over the term of the insurance contract. Unearned premiums represent the portion of premiums written applicable to the unexpired term of the related policy.

Net investment income

Net investment income represents interest earned from fixed maturity securities, short-term securities and other investments. Dividends on equity securities and other investments are also included in net investment income. Interest, dividend income and amortization of fixed maturity market premiums and discounts related to these securities are recorded in net investment income, net of investment management and custody fees. The principal factors that influence net investment income are the size of our investment portfolio and the yield on that portfolio.

We have certain unconsolidated investments within our MGA Operations segment and we account for these investments under the equity method, whereby we record our proportionate share of income or loss from such investments within net investment income, or the measurement alternative accounted for at fair value based on observable price changes or impairment. Any decline in value of equity method investments considered by management to be other than temporary is charged to income in the period in which it is determined.

Net realized and unrealized gains (losses) on investments

Our equity securities primarily consist of interests in investment funds that primarily invest in debt securities. The equity securities are measured at fair value with changes in fair value recognized in net realized and unrealized gains (losses) on investments. Realized gains and losses on disposition of investments are based on specific identification of investments sold.

We hold other investments such as limited partnership and private equity investments in operating entities whereby we elected the measurement alternative to carry such investments at cost, less any impairment and to mark to fair value when observable prices in identical or similar investments from the same issuer occur with changes in fair value recognized in net unrealized gains on investments.

Expenses

Losses and loss adjustment expenses

The reserves for losses and loss adjustment expenses (“LAE”) include estimates for unpaid claims and claim expenses on reported losses as well as estimates of losses incurred but not reported (“IBNR”). These reserves represent our best estimates of the unpaid portion of ultimate costs of all reported and unreported losses incurred through the balance sheet date, and these estimates are based upon the assumption that past developments are an appropriate indicator of future events, among other factors. The reserves are based on individual claims, case reserves and other estimates reported, as well as actuarial estimates of ultimate losses.

Inherent in the estimates of ultimate losses are expected trends in claim severity and frequency and other factors which could vary significantly as claims are settled. Ultimate losses are estimates and may vary materially from the amounts provided in the consolidated financial statements. These estimates are reviewed regularly. As experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments, if any, are reflected in our consolidated statements of operations in the period in which they become known and are accounted for as changes in estimates. The unpaid losses and LAE are presented on an undiscounted basis.

Amortization of deferred acquisition costs

Policy acquisition costs represent the costs directly related to the successful acquisition of new and renewal insurance contracts. The costs are deferred and amortized over the same period in which the related premiums are earned. These costs principally consist of commissions, fees, brokerage, premium tax expenses, and direct agency costs. The amounts presented within the consolidated balance sheets pertain to the DAC associated with the retained portion of insurance policies we issue, as the acquisition costs associated with the ceded portion of the insurance policies are offset by ceding commissions received from our reinsurance providers. Deferred policy acquisition costs are reviewed to determine if they are recoverable from future income, including investment income. Unrecoverable deferred policy acquisition costs, if any, are expensed in the period identified.

General and administrative expenses

General and administrative expenses primarily consist of salaries, employee benefits and other general operating expenses and are expensed as incurred. Generally, we expect our distribution, underwriting, and claims operating expenses to be most closely tied to growth of our membership and Risk Exchange premium volume. However, these and other functions within the Risk Exchange and our other segments have large, fixed-cost components that we believe will increase operating leverage as gross premiums continue to grow.

Technology and development operating expenses

Technology and development operating expenses consist primarily of salaries and associated costs of the ongoing development, maintenance and administration of the Risk Exchange technology. Our costs have been significant as we have focused on the development of our technology. We expect that our technology and development costs will continue to increase for at least the next several years as we continue to dedicate substantial investment to the development of technologies facilitating our Risk Exchange.

During the three months ended March 31, 2025, we invested $6.5 million in our Risk Exchange-specific technology and development, including $3.5 million of capitalized costs. Once a software development project has reached the application development stage, certain internal, external, direct and indirect costs are subject to capitalization. Generally, costs are capitalized until the technology is available for its intended use. Subsequent costs incurred for the development of future upgrades and enhancements, which are expected to result in additional functionality, are also subject to capitalization.

Interest expenses

Interest expenses primarily relate to amounts paid on the Company’s debt financing obligations, including amortized debt issuance costs.

Depreciation and amortization

Depreciation and amortization expenses primarily relate to amortization of capitalized technology development costs, as well as amortization of intangible assets associated with acquisitions of businesses (including investments in Owned Members).

Other expenses

Other expenses represent costs related to our non-core business operations primarily related to our global enterprise resource planning system and integrated financial reporting systems, charges related to share-based compensation, 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.

Income tax expense

The provision for income tax consists of current and deferred tax expense. The calculation of current and deferred tax expense is based on tax rates and tax laws which have been enacted in the reporting period. Deferred tax assets and liabilities, result from temporary differences between the amounts recorded in the consolidated financial statements and the tax basis of assets and liabilities used in the various jurisdictional tax returns.

As of March 31, 2025, we had net deferred tax assets of $45.1 million and also apply full valuation allowances to certain of our deferred tax assets of unutilized net operating losses (“NOLs”) and outside basis differences in partnership investments. The NOLs and outside basis differences predominantly arose from start-up losses on certain operating locations that drove significant taxable losses in the early stages of operations for which profitability has yet to be established.

Key Operating and Financial Metrics

We regularly review key operating and financial metrics to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. Our key operating and financial metrics include operational, GAAP and non-GAAP financial measures which are useful in evaluating our performance and our GAAP financial results discussed below.

As further discussed in “—Segment Information—Consolidation and Elimination Adjustments” our consolidated results are subject to consolidation and elimination adjustments with respect to transactions among the businesses within our segments, notably between the Risk Exchange and Accelerant-owned insurance companies. We view the Adjusted EBITDA generated by our segments as representative of the economics that each would generate if they were independent companies and if the intersegment transactions were with third parties.


	Three Months Ended March 31,						Years Ended December 31,
*(in millions, unless indicated)*	2025			2024			2024			2023			2022
Number of members		232			170			217			155			101
Number of MGA Operations members		47			44			47			41			31
Net revenue retention		157	%		130	%		153	%		133	%		173	%
Exchange written premium⁽²⁾	$	985.2		$	583.8		$	3,108.4		$	1,787.3		$	1,200.7
Accelerant direct written premium⁽²⁾		81	%		91	%		84	%		90	%		100	%
Third-party direct written premium⁽²⁾		19	%		9	%		16	%		10	%		—	%
Accelerant-retained exchange premium⁽²⁾		8	%		11	%		8	%		11	%		15	%
Total revenues	$	178.0		$	128.1		$	602.6		$	344.0		$	219.0
Revenue growth rate		39	%		77	%		75	%		57	%		118	%
Non-GAAP financial measures⁽¹⁾
Adjusted EBITDA⁽¹⁾	$	42.8		$	27.5		$	113.0		$	36.1		$	(39.3	)
Adjusted EBITDA margin⁽¹⁾		24	%		21	%		19	%		10	%		(18	)%
Organic revenue growth rate⁽¹⁾		38	%		77	%		75	%		57	%		113	%

(1)	Refer to “—Reconciliation of Non-GAAP financial measures” section for details on how non-GAAP measures are defined and reconciled to GAAP measures.

(2)	See the definitions of Exchange Written Premium, Accelerant Direct Written Premium, Third-Party Direct Written Premium, and Accelerant-Retained Exchange Premium below for explanation of calculations and metrics.

Number of Members

We define the number of Members as those under contract with our Risk Exchange as of the period end date. We view the number of Members as an important metric to assess our financial performance because Member growth drives our revenue from fees, commissions, and net retained premiums; expands brand

awareness and our market penetration; and generates additional data to continue to attract more risk capital and accelerate the compounding momentum of our platform.

As of March 31, 2025, we had 232 Members. These Members wrote $985.2 million of Exchange Written Premium for the three months ended March 31, 2025. Of our 232 Members, 31 are Mission Members, 16 are Owned Members, and 185 are Independent Members. Of the $985.2 million in Exchange Written Premium for the three months ended March 31, 2025, 81% was written by Accelerant Underwriting as Accelerant Direct Written Premium and 19% was written by our 13 Risk Exchange Insurers as Third-Party Direct Written Premium. Accelerant Underwriting historically reinsures approximately 90% of Accelerant GWP to third-party reinsurers, including approximately 27% to Flywheel Re, a reinsurance sidecar.

Number of MGA Operations Members

We define the number of MGA Operations members as the number of Mission Members and Owned Members under contract with the Risk Exchange as of the period end date.

Net Revenue Retention

We define Net Revenue Retention, expressed as a percentage, as the current period’s Exchange Written Premium for Members that were actively writing Exchange Written Premium in the comparable period divided by these same Members’ prior-period Exchange Written Premium. This measure demonstrates an aggregate measure of the net growth of Exchange Written Premium from previously onboarded Members.

Exchange Written Premium

We define Exchange Written Premium as the total GWP written through the Accelerant Risk Exchange, including both gross premiums written on behalf of Accelerant Underwriting companies and written directly on behalf of Risk Exchange Insurers.

Accelerant Direct Written Premium

We define Accelerant Direct Written Premium, expressed as a percentage of Exchange Written Premium, as the GWP written directly by Accelerant Underwriting companies, the majority of which we cede directly to third-party risk capital partners through our reinsurance arrangements.

Third-Party Direct Written Premium

We define Third-Party Direct Written Premium, expressed as a percentage of Exchange Written Premium, as the GWP written directly with our Risk Exchange Insurers.

Accelerant-Retained Exchange Premium

We define Accelerant-Retained Exchange Premium, expressed as a percentage, as Accelerant GWP net of ceded written premium for the trailing twelve month period, divided by total Exchange Written Premium for the trailing twelve month period. This represents the percentage of total Exchange Written Premium that Accelerant-owned insurance companies retain. We expect Accelerant-Retained Exchange Premium to decrease over time as Third-party Direct Written Premium increases.

Accelerant Underwriting reinsured 92% of Accelerant GWP to third-party reinsurers during the three months ended March 31, 2025, consistent with our historical reinsurance targets. Approximately 27% of our Accelerant GWP was ceded to Flywheel Re, a reinsurance sidecar, during the three months ended March 31, 2025.

Total Revenues

Total revenues consist of the following items: Ceding commission income; Direct commission income; Net earned premiums; Net investment income; Net realized gains (losses) on investments and Net unrealized gains on investments.

Reconciliation of Non-GAAP financial measures

Adjusted EBITDA and Adjusted Net Income (Loss)

Adjusted EBITDA and Adjusted Net Income (Loss) are non-GAAP measures, which we believe should be used 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. Adjusted EBITDA and Adjusted Net Income (Loss) are internal performance measures used in the management of our operations. We believe that disclosing Adjusted EBITDA and Adjusted Net Income (Loss) enables investors, analysts, rating agencies and other users of our financial information to more easily analyze our underlying business performance. Adjusted EBITDA and Adjusted Net Income (Loss) should not be used as substitutes for net income (loss), and other companies may define Adjusted EBITDA and Adjusted Net Income (Loss) differently than we do.

We define Adjusted EBITDA as GAAP net income (loss) less the impact of depreciation and amortization, interest expenses, income tax expenses and the following items:

•

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, charges related to share-based compensation, 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.

•

Net foreign currency exchange gains (losses): The functional currency for each of our operating subsidiaries is generally the currency of the local operating environment. Transactions in currencies other than the local operation’s functional currency are remeasured into the functional currency, and the resulting foreign exchange gains or losses are reflected in net foreign currency exchange gains (losses).

We define Adjusted Net Income (Loss) as GAAP net income (loss) less the impact of other expenses and the tax effect of the adjustments for other expenses.

Adjusted EBITDA Margin

We define Adjusted EBITDA Margin, a non-GAAP financial measure, as Adjusted EBITDA divided by total revenue. Adjusted EBITDA Margin is an internal performance measure used in the management of our operations.

Adjusted EBITDA and Adjusted EBITDA Margin should not be considered substitutes for the reported results prepared in accordance with GAAP and should not be considered in isolation or as alternatives to GAAP net income or net (loss) as indicators of our financial performance. Although we use Adjusted EBITDA and Adjusted EBITDA Margin as 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 Adjusted EBITDA and Adjusted EBITDA Margin 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. Set forth below are reconciliations of our most directly comparable financial measures calculated in accordance with GAAP to these non-GAAP financial measures on a consolidated basis.

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The following table provides a reconciliation of net income (loss) to Adjusted EBITDA and Adjusted EBITDA Margin for the three months ended March 31, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022:


	Three Months Ended March 31,						Years Ended December 31,
*(in millions)*	2025			2024			2024			2023			2022
Net income (loss)	$	7.8		$	2.1		$	22.9		$	(64.1	)	$	(95.6	)
Adjustments:
Other expenses ⁽¹⁾		14.2			8.6			47.4			51.1			33.6
Tax effect of adjustments to net income (loss) ⁽²⁾		(0.8	)		(0.9	)		(3.6	)		(5.1	)		(3.0	)

Adjusted net income (loss)		21.2			9.8			66.7			(18.1	)		(65.0	)
Adjustments:
Add back tax effect of adjustments to net income (loss)		0.8			0.9			3.6			5.1			3.0
Income tax expense		7.7			9.9			9.1			20.2			11.3
Interest expenses		2.6			3.0			12.1			10.9			4.2
Depreciation and amortization		7.4			4.9			26.6			14.5			5.8
Net foreign exchange losses (gains)		3.1			(1.0	)		(5.1	)		3.5			1.4

Adjusted EBITDA	$	42.8		$	27.5		$	113.0		$	36.1		$	(39.3	)
Total revenues		178.0			128.1			602.6			344.0			219.0

Adjusted EBITDA Margin		24	%		21	%		19	%		10	%		(18	)%

⁽¹⁾	Other expenses for the three months ended March 31, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022 consisted of the following:


	Three Months Ended March 31,				Years Ended December 31,
	2025		2024		2024		2023		2022
System development non-operating costs	$	4.6	$	2.7	$	14.7	$	22.9	$	11.4
Professional costs related to corporate development activities		3.6		2.6		13.1		16.2		5.6
Share-based compensation		2.4		2.2		8.4		4.8		—
Mission profits interests expense		1.6		—		7.0		—		—
Securities issuance costs related to potential securities offering		—		—		—		—		8.7
Flywheel Re formation costs		—		—		—		—		4.8
Individually insignificant costs		2.0		1.1		4.2		7.2		3.1

Total other expenses	$	14.2	$	8.6	$	47.4	$	51.1	$	33.6

⁽²⁾

The tax effect of other expenses adjustments to net income (loss) for each period presented were calculated using the statutory tax rates for each of our legal entities where the expenses 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 NOLs. As such, the tax effect for the respective years varies based on the jurisdictional mix of where the expenses were incurred in each year.

We provide a reference to Adjusted EBITDA for the trailing twelve months ended March 31, 2025 herein. The GAAP to non-GAAP reconciliation for this period can be derived using amounts presented above for the year ended December 31, 2024 less amounts reported for the three months ended March 31, 2024 to arrive at the nine months ended December 31, 2024, which can be added to the results for the three months ended March 31, 2025 to arrive at the trailing twelve months ended March 31, 2025.

Organic Revenue Growth Rate

We define organic revenue growth rate, a non-GAAP financial measure, as the percentage change in revenue, as compared to the same period for the prior year, adjusted for revenue attributable to recent

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acquisitions of Owned Members that we now consolidate that occurred during the most recent period of comparison. We believe this measure is useful to management and investors in evaluating the internally generated growth of the business based on our ability to attract new Members and grow the business of existing Members.

The following table provides a reconciliation of total revenue to Organic Revenue Growth Rate for the three months ended March 31, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022:


	Three Months Ended March 31,						Years Ended December 31,
	2025			2024			2024			2023			2022
Total revenue	$	178.0		$	128.1		$	602.6		$	344.0		$	219.0
Less: Revenue from consolidated Owned Members acquired during the period		(1.0	)		—			(0.8	)		—			(4.9	)

Organic revenue	$	177.0		$	128.1		$	601.8		$	344.0		$	214.1
Total revenue growth rate ⁽¹⁾⁽²⁾		39	%		77	%		75	%		57	%		118	%

Organic revenue growth rate ⁽¹⁾⁽²⁾		38	%		77	%		75	%		57	%		113	%

(1)	Total revenue growth rate and Organic Revenue Growth Rate for the year ended December 31, 2022 was calculated using GAAP revenue for the year ended December 31, 2021 of $100.6 million.

(2)	Revenues of $0.8 million for the year ended December 31, 2023 related to the legacy business of our Canadian insurer, which we acquired in the fourth quarter of 2023, are included in this calculation as they do not relate to the acquisition of Owned Members.

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Condensed Consolidated Results of Operations

The following tables reflect our consolidated results of operations and compare the three months ended March 31, 2025 to 2024, the year ended December 31, 2024 to 2023 and the year ended December 31, 2023 to 2022, respectively, in the format that Accelerant’s management team uses to analyze our financial performance. This information is derived from our consolidated financial statements prepared in accordance with GAAP and included elsewhere in this prospectus.

Comparison of the Three Months Ended March 31, 2025 and 2024

Accelerant Holdings

Condensed Consolidated Statements of Operations Summary


	Three Months Ended March 31,
*(in millions)*	2025			2024
Revenues
Ceding commission income	$	70.7		$	65.0
Direct commission income		28.1			11.6
Net earned premiums		63.0			44.0
Net investment income		12.2			7.9
Net realized gains on investments		2.3			0.4
Net unrealized gains (losses) on investments		1.7			(0.8	)

Total revenues		178.0			128.1
Expenses
Losses and loss adjustment expenses		45.2			28.7
Amortization of deferred acquisition costs		17.1			22.8
General and administrative expenses		69.9			46.5
Technology and development operating expenses		3.0			2.6
Interest expenses		2.6			3.0
Depreciation and amortization		7.4			4.9
Other expenses		14.2			8.6
Net foreign exchange losses (gains)		3.1			(1.0	)

Total expenses		162.5			116.1

Income before income taxes		15.5			12.0
Income tax expense		(7.7	)		(9.9	)

Net income		7.8			2.1
Adjustment for: Net (income) loss attributable to non-controlling interests		(1.3	)		5.0

Net income attributable to Accelerant	$	6.5		$	7.1

Comparison of the Three Months Ended March 31, 2025 and 2024

Ceding Commission Income

Ceding commission income of $70.7 million for the three months ended March 31, 2025 increased $5.7 million from the three months ended March 31, 2024 due to the growth in the premium base and amounts ceded to reinsurers, partially offset by changes in the mix of premiums we ceded to reinsurers by geography resulting in lower average ceding commission income. Ceding commission income for the three months ended March 31, 2024 included a reduction of $2.5 million due to net sliding scale commission adjustments resulting from the loss experience of covered insurance contracts. There were no net sliding scale commission adjustments recognized during the three months ended March 31, 2025.

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The following table presents the amounts of ceding commissions deferred and amortized:


	Three Months Ended March 31,
*(in millions)*	2025			2024
Balance as of January 1,	$	193.0		$	120.4
Deferral of excess ceding commission income over deferred acquisition costs		73.2			69.2
Amortization of deferred excess ceding commissions to income		(70.7	)		(65.0	)
Foreign currency translation		(0.9	)		3.4

Balance as of March 31,		$194.6		$	128.0

The amortization of the excess deferred ceding commissions is recorded as “Ceding commission income” in our consolidated statements of operations.

Direct Commission Income

Direct commission income of $28.1 million for the three months ended March 31, 2025 increased $16.5 million compared to the three months ended March 31, 2024 primarily due to commissions from third-party Risk Exchange business and increased volume in our Exchange Services and MGA Operations segments on business written with unaffiliated entities during the three months ended March 31, 2025.

Additionally, the portion of our business between Accelerant-affiliated entities (including from Underwriting to Exchange Services and Exchange Services to MGA Operations) increased year-over-year. However, all transactions between affiliated entities are fully eliminated in our consolidated results of operations. A discussion of the impact of consolidation and elimination adjustments is further discussed below under “—Segment Information—Consolidation and Elimination Adjustments.”

Net Earned Premium

GWP of $874.0 million for the three months ended March 31, 2025 increased by $322.9 million from the three months ended March 31, 2024 primarily due to new and existing Member growth. Since March 31, 2024, we have added 62 new Members, bringing the total number of Members to 232 as of March 31, 2025. This Member growth was driven by our continued expansion across the U.S., Europe and Canada markets.

Net written premium of $72.4 million for the three months ended March 31, 2025 increased by $16.8 million from the three months ended March 31, 2024 as a result of GWP growth. We expect this retained portion of Exchange Written Premium in the aggregate to decrease over time as Risk Exchange insurers continue to increase in number and grow their retention.

Net earned premium of $63.0 million for the three months ended March 31, 2025 increased by $19.0 million from the three months ended March 31, 2024 as a result of the increased net written premium described above.

The table below shows the amount of premium written on a gross and net basis, as well as earned premium for the respective periods:


	Three Months Ended March 31,
*(in millions)*	2025			2024
Gross written premiums	$	874.0		$	551.1
Ceded written premiums		(801.6	)		(495.5	)

Net written premiums	$	72.4		$	55.6

Net earned premiums	$	63.0		$	44.0

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Net Investment Income

Net investment income of $12.2 million for the three months ended March 31, 2025 increased $4.3 million compared to the three months ended March 31, 2024 primarily due to the significant increase in total average investments when comparing the periods. Refer to Note 4 in our interim condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 for additional information.

Net Realized Gains On Investments

Net realized gains on investments of $2.3 million increased $1.9 million compared to the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Refer to Note 4 in our interim condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 for additional information.

Net Unrealized Gains On Investments

Net unrealized gains on investments were $1.7 million for the three months ended March 31, 2025 compared to net unrealized losses of $0.8 million for the three months ended March 31, 2024. Refer to Note 4 in our interim condensed consolidated financial statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 for additional information.

Loss and Loss Adjustment Expenses

Net loss and LAE of $45.2 million increased $16.5 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 due to the increase in our net earned premium base from $44.0 million to $63.0 million for the three months ended March 31, 2025 as compared to 2024. Gross incurred losses and LAE increased $148.1 million or 63%, while ceded losses and LAE increased $131.6 million or 64% under our external reinsurance program. Our net loss ratio differs from the gross loss ratio (53.3% and 52.1% for the three months ended March 31, 2025 and 2024, respectively) due to decisions that we make regarding the amount of excess of loss reinsurance secured (since this will reduce the amount of retained premiums we have). The decision to engage such reinsurance, which inures to the benefit of our risk capital partners, supports our management of downside risk to large losses.

During the three months ended March 31, 2025, we recorded net incurred catastrophe losses and LAE of approximately $2.0 million related to a series of wildfires in Southern California which took place in January 2025 and impacted our property book of business. These losses were approximately $40.0 million before ceded losses and LAE to our quota share and excess of loss reinsurance treaties of approximately $38.0 million.

See “—Segment Information—Comparison of the Three Months Ended March 31, 2025 and 2024—Underwriting” below for further information regarding our loss and loss adjustment expenses for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.


	Three Months Ended March 31,
*(in millions)*	2025			2024
Gross incurred loss and LAE	$	382.8		$	234.7
Ceded incurred loss and LAE		(337.6	)		(206.0	)

Net incurred loss and LAE	$	45.2		$	28.7

Net loss ratio		71.7	%		65.2	%

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Amortization of Deferred Acquisition Costs

Amortization of deferred acquisition costs of $17.1 million for the three months ended March 31, 2025 decreased by $5.7 million compared to the three months ended March 31, 2024 due to the amortization of DAC from the decrease in our retention rate of net earned premium, as well as acquisition costs as a percentage of premiums. The following table presents the amounts of acquisition costs deferred and amortized for insurance business retained by us:


	Three Months Ended March 31,
*(in millions)*	2025			2024
Balance as of January 1,	$	60.7		$	53.0
Direct commissions and other acquisition costs on retained business		12.7			23.3
Amortization of deferred acquisition costs		(17.1	)		(22.8	)
Foreign currency translation losses		—			(0.7	)

Balance as of March 31,	$	56.3		$	52.8

General and Administrative Expenses

General and administrative expenses of $69.9 million increased by $23.4 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 due to our continued expansion and overall growth. The year-over-year increase primarily related to employee compensation and benefit costs driven by growth in headcount to support our growth across all markets. Other administrative expenses increased year-over-year primarily due to information technology support services, advertising and marketing costs, and travel-related expenses.

The following table presents the components of general and administrative expenses:


	Three Months Ended March 31,
*(in millions)*	2025		2024
Employee compensation and benefits	$	49.0	$	38.2
Consulting and professional fees		13.3		9.3
Other administrative expenses (adjustments), net		7.6		(1.0	)

Total general and administrative expenses		$69.9	$	46.5

Technology and Development Operating Expenses

Technology and development operating expenses of $3.0 million increased $0.4 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 as we continued to invest in the technology and development of our Risk Exchange. We capitalize qualifying Risk Exchange software development costs and amortize them over the estimated useful life of the platform, which are included in “Depreciation and Amortization” below.

Interest Expenses

Interest expenses of $2.6 million decreased $0.4 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 primarily driven by a decrease in interest rates.

Depreciation & Amortization

Depreciation and amortization expenses of $7.4 million increased $2.5 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 primarily due to increased amortization of a larger balance of capitalized information technology development costs.

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Other Expenses

Other expenses of $14.2 million increased $5.6 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily related to an increase of $1.9 million in system development non-operating expenses, including certain costs associated with supporting the development of accounting and financial reporting systems and Mission’s policy administration system, an increase of $1.6 million of Mission profit interests expense, an increase of $1.0 million in professional costs related to corporate development activities, an increase of $0.3 million in share-based compensation expense, and an increase of $0.8 million in individually insignificant costs.

Net Foreign Exchange Losses (Gains)

Net foreign exchange losses were $3.1 million for the three months ended March 31, 2025 compared to net foreign exchange gains of $1.0 million for the three months ended March 31, 2024. The year-over-year change was primarily driven by fluctuations in the British Pound to U.S. Dollar exchange rate that impacted certain of our loss and LAE reserves denominated in British Pounds which were held in an entity with a U.S. Dollar functional currency.

Income Tax Expense

Income tax expense of $7.7 million decreased $2.2 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, while the consolidated effective tax rates (“ETRs”) were 49.7% and 82.5%, respectively. However, the comparability of our tax expense and ETRs is often challenged due to the mix of taxable income subject to tax in certain jurisdictions, losses incurred in zero tax rate jurisdictions and valuation allowances offsetting available carry-forward losses in certain jurisdictions.

In March 2025, the Board of Directors of Accelerant Holdings and certain intermediary holding companies (together, the “Holding Companies”) approved a change in the Holding Companies’ tax residency from the Cayman Islands to the UK. Upon becoming UK tax residents, the Holding Companies began to benefit from operational efficiencies including, but not limited to, lower withholding tax rates applicable to dividend distributions from certain U.S. subsidiaries under the U.S.-UK tax treaty. In addition, the aggregate income (loss) of the Holding Companies became subject to UK income tax effective as of the March 2025 date of change to UK tax residency. To the extent that the Holding Companies have incremental income it will generate additional UK tax expense and, conversely, to the extent that there are any incremental losses, income tax benefits will be generated to the extent that there is current or projected taxable income available in our UK operations. Over the remainder of 2025, we expect incremental benefits to emerge due to the Holding Companies’ projected expense base and, therefore, our effective tax rate (“ETR”) for the year ended December 31, 2025 is expected to fall below those reported in previous years when such expenses were incurred in the Cayman Islands (a zero tax rate jurisdiction).

The relationship of our income tax expense to pre-tax income (loss) is atypical because our taxable income has predominately been generated in the U.S., UK, Ireland, and Puerto Rico resulting in income tax expense in those jurisdictions (entities in such jurisdictions are referred to as “tax-paying entities”).

Meanwhile, we have incurred operating losses in zero tax rate jurisdictions (such as in our corporate and reinsurance entities in the Cayman Islands) resulting in no income tax benefit. We have also incurred pre-tax operating losses in Belgium and other jurisdictions where we have generated cumulative operating losses, however, in each of those cases, a valuation allowance has been recorded against the corresponding deferred tax assets (entities in these two types of jurisdictions are referred to as “non-tax paying entities”).

Taxable losses in one jurisdiction generally cannot be applied to offset earnings in another. In certain other jurisdictions, losses in one entity may not be used to offset taxable income generated by another entity in that same jurisdiction.

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The composition of our ETRs among our tax-paying and non-tax paying entities, which demonstrates the non-tax paying entities’ effect on the total ETR, were as follows:


	Three Months Ended March 31, 2025									Three Months Ended March 31, 2024
*(in millions)*	Tax-paying entities			Non-tax paying entities			Total			Tax-paying entities			Non-tax paying entities			Total
Income (loss) before income taxes	$	49.5		$	(34.0	)	$	15.5		$	35.6		$	(23.6	)	$	12.0
Income tax expense		(7.7	)		—			(7.7	)		(9.9	)		—			(9.9	)
Effective tax rate		15.6	%		—			49.7	%		27.8	%		—			82.5	%

Comparison of the Years Ended December 31, 2024 and 2023

Accelerant Holdings

Condensed Consolidated Statements of Operations Summary


	Years Ended December 31,
*(in millions)*	2024			2023
Revenues
Ceding commission income	$	249.5		$	164.2
Net earned premiums		226.6			105.1
Direct commission income		66.7			37.6
Net investment income		38.9			19.3
Net realized gains (losses) on investments		1.9			0.5
Net unrealized gains on investments		19.0			17.3

Total revenues		602.6			344.0
Expenses
Losses and loss adjustment expenses		167.3			80.3
Amortization of deferred acquisition costs		81.4			49.9
General and administrative expenses		227.5			169.2
Technology and development operating expenses		13.4			8.5
Interest expenses		12.1			10.9
Depreciation and amortization		26.6			14.5
Other expenses		47.4			51.1
Net foreign exchange (gains) losses		(5.1	)		3.5

Total expenses		570.6			387.9

Income (loss) before income taxes		32.0			(43.9	)
Income tax expense		(9.1	)		(20.2	)

Net income (loss)		22.9			(64.1	)
Less: Net loss attributable to non-controlling interests		4.3			15.3

Net income (loss) attributable to Accelerant	$	27.2		$	(48.8	)

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Ceding Commission Income

Ceding commission income of $249.5 million for the year ended December 31, 2024 increased $85.3 million from the prior year as we continued to grow our premium base and the amount ceded to reinsurers. Ceding commission income for the years ended December 31, 2024 and 2023 included reductions of $15.5 million and $19.1 million, respectively, due to net sliding scale commission adjustments resulting from the loss experience of covered insurance contracts.

The following table presents the amounts of ceding commissions deferred and amortized:


	Years Ended December 31,
*(in millions)*	2024			2023
Balance as of January 1,	$	120.4		$	84.5
Deferral of excess ceding commission income over deferred acquisition costs		318.7			202.7
Amortization of deferred excess ceding commission to income		(249.5	)		(164.2	)
Foreign currency translation		3.4			(2.6	)

Balance as of December 31,	$	193.0		$	120.4

The amortization of the excess deferred ceding commissions is recorded as “Ceding commission income” in our consolidated statements of operations.

Direct Commission Income

Direct commission income of $66.7 million for the year ended December 31, 2024 increased $29.1 million compared to the prior year primarily due to commissions from third-party Risk Exchange business and increased volume in our Exchange Services and MGA Operations segments on business written with unaffiliated entities during the year ended December 31, 2024.

Net Earned Premium

GWP of $2.91 billion for the year ended December 31, 2024 increased by $1.21 billion from the prior year primarily due to new and existing Member growth. Since December 31, 2023, we have added 62 new Members, bringing the total number of Members to 217 as of December 31, 2024. This Member growth was driven by our continued expansion within the U.S. market, maintenance of our Member growth in Europe, and our recent expansion into Canada.

Net written premium of $254.6 million for the year ended December 31, 2024 increased by $63.7 million from the prior year as a result of GWP growth. We expect this retained portion of Exchange Written Premium in the aggregate to decrease over time as third-party insurance companies, writing directly on the Risk Exchange on a primary basis, continue to increase in number and grow their retention.

Net earned premium of $226.6 million for the year ended December 31, 2024 increased by $121.5 million from the prior year as a result of the increased net written premium described above.

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The table below shows the amount of premium written on a gross and net basis, as well as earned premium for the respective periods:


	Years Ended December 31,
*(in millions)*	2024			2023
Gross written premiums	$	2,906.3		$	1,697.8
Ceded written premiums		(2,651.7	)		(1,506.9	)

Net written premiums	$	254.6		$	190.9

Net earned premiums	$	226.6		$	105.1

Net Investment Income

Net investment income of $38.9 million for the year ended December 31, 2024 increased $19.6 million compared to the prior year primarily due to the significant increase in investments. Refer to Note 4 to our consolidated annual financial statements for additional information.

Net Realized Gains On Investments

Net realized gains on investments of $1.9 million increased $1.4 million compared to the year ended December 31, 2024 as compared to 2023. Refer to Note 4 to our consolidated annual financial statements for additional information.

Net Unrealized Gains On Investments

Net unrealized gains on investments of $19.0 million increased $1.7 million compared to the year ended December 31, 2024 as compared to 2023. Refer to Note 4 to our consolidated annual financial statements for additional information.

Losses and Loss Adjustment Expenses

Net loss and LAE of $167.3 million increased $87.0 million for the year ended December 31, 2024 as compared to the prior year due to the increase in our net earned premium base from $105.1 million to $226.6 million for the years ended December 31, 2024 and 2023, respectively. Gross incurred losses and LAE increased $534.9 million or 79%, while ceded losses and LAE increased $447.9 million or 75% under our external reinsurance program. Our net loss ratio differs from the gross loss ratio (54.3% and 51.3% for the years ended December 31, 2024 and 2023, respectively) due to decisions that we make regarding the amount of excess of loss reinsurance secured (since this will reduce the amount of retained premiums we have). The decision to engage such reinsurance, which inures to the benefit of our risk capital partners, supports our management of downside risk to large losses. See “—Segment Information—Comparison of the Years Ended December 31, 2024 and 2023—Underwriting” below for further information regarding our loss and loss adjustment expenses for the year ended December 31, 2024 compared to the prior year.


	Years Ended December 31,
*(in millions)*	2024			2023
Gross incurred loss and LAE	$	1,212.1		$	677.2
Ceded incurred loss and LAE		(1,044.8	)		(596.9	)

Net incurred loss and LAE	$	167.3		$	80.3

Net loss ratio		73.8	%		76.4	%

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Amortization of Deferred Acquisition Costs

Amortization of deferred acquisition costs of $81.4 million for the year ended December 31, 2024 increased by $31.5 million compared to the prior year due to the amortization of DAC from the increase in net earned premium. The following table presents the amounts of acquisition costs deferred and amortized for insurance business retained by us:


	Years Ended December 31,
*(in millions)*	2024			2023
Balance as of January 1,	$	53.0		$	26.6
Direct commissions and other acquisition costs on retained business		89.5			75.6
Amortization of deferred acquisition costs		(81.4	)		(49.9	)
Foreign currency translation losses		(0.4	)		0.7

Balance as of December 31,	$	60.7		$	53.0

General and Administrative Expenses

General and administrative expenses of $227.5 million increased by $58.3 million for the year ended December 31, 2024 as compared to the prior year due to our continued expansion and overall growth. The year-over-year increase primarily related to employee compensation and benefit costs driven by growth in headcount to support our growth across all markets, while consulting, professional and other expenses also increased at a rate notably less than our overall increase in premium and revenue growth.

The following table presents the components of general and administrative expenses:


	Years Ended December 31,
	2024		2023
Employee compensation and benefits	$	157.0	$	118.9
Consulting and professional fees		42.4		29.8
Other administrative expenses (adjustments), net		28.1		20.5

Total general and administrative expenses	$	227.5	$	169.2

Technology and Development Operating Expenses

Technology and development operating expenses of $13.4 million increased $4.9 million for the year ended December 31, 2024 as compared to the prior year as we continued to invest in the technology and development of our Risk Exchange. We capitalize qualifying Risk Exchange software development costs and amortize them over the estimated useful life of the platform, which are included in “Depreciation and Amortization” below.

Interest Expenses

Interest expenses of $12.1 million increased $1.2 million for the year ended December 31, 2024 as a result of higher interest rates compared to the prior year.

Depreciation and Amortization

Depreciation and amortization expenses of $26.6 million increased $12.1 million for the year ended December 31, 2024 as compared to the prior year primarily due to increased amortization of capitalized information technology development costs.

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Other Expenses

Other expenses of $47.4 million decreased $3.7 million for the year ended December 31, 2024 as compared to the prior year, primarily related to a decrease of $8.2 million in system development non-operating expenses, including certain costs associated with supporting the development and implementation of accounting and financial reporting systems, a decrease of $3.1 million in professional costs related to corporate development activities, and a decrease of $3.0 million in individually insignificant costs, partially offset by an increase of $7.0 million of Mission profit interests expense and an increase of $3.6 million in share-based compensation expense.

Net Foreign Exchange (Gains) Losses

Net foreign exchange gains were $5.1 million for the year ended December 31, 2024 compared to the net foreign exchange losses of $3.5 million for the year ended December 31, 2023. The experience for the year ended December 31, 2024 was primarily driven by a reduction in certain of our loss and LAE reserves denominated in British Pounds, while the experience for the year ended December 31, 2023 was primarily driven by foreign exchange losses on our Euro-denominated debt facility, which was held in an entity with a U.S. Dollar functional currency.

Income Tax Expense

Income tax expense of $9.1 million decreased $11.1 million for the year ended December 31, 2024 as compared to the prior year, while the consolidated ETRs were 28.4% and (46.0)%, respectively. However, the comparability of our tax expense and ETRs is often challenged due to the mix of taxable income subject to tax in certain jurisdictions, losses incurred in zero tax rate jurisdictions and valuation allowances offsetting available carry-forward losses in certain jurisdictions. In addition, tax expense and ETRs in 2024 were impacted to a lesser extent by valuation allowance adjustments during the year.

During 2024, a tax benefit of $14.6 million was recorded to reflect the adjustment of certain valuation allowances in the UK related to the integration of the UK Branch of Accelerant Insurance Europe Limited, which is domiciled in Belgium, within our UK tax group as well as underlying improvement in the UK Branch’s operations. The UK Branch had previously been reported as a component of our overall Belgian operations, which record full valuation allowances due to recurring operating losses attributable to its underwriting operations.

The relationship of our income tax expense to our pre-tax income (loss) is atypical because our taxable income has predominately been generated in the U.S., UK and Ireland resulting in income tax expense in those jurisdictions (which we refer to as “tax-paying entities”).

Meanwhile, we have incurred operating losses in zero tax rate jurisdictions (such as in our corporate and reinsurance entities in the Cayman Islands) resulting in no income tax benefit. We have also incurred pre-tax operating losses in Belgium and other countries with cumulative operating losses, however, in each case a valuation allowance has been recorded against the corresponding deferred tax assets in those jurisdictions (we refer to entities in these two types of jurisdictions as “non-tax paying entities”).

As noted in the table below, and especially for the year ended December 31, 2023, the ETR for the tax paying entities generally appears normal, while the aggregate or total tax ETR appears unusual because of the losses that do not receive offsetting tax benefits. The taxes in 2024 for the tax paying entities were also impacted by a tax benefit of $14.6 million that was recorded to reflect the adjustment of certain valuation allowances in the

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UK related to the integration of the UK Branch of Accelerant Insurance Europe Limited, which is domiciled in Belgium, within our UK tax group as well as underlying improvement in the UK Branch’s operations. The UK Branch had previously been reported as a component of our overall Belgian operations, which record full valuation allowances due to recurring operating losses attributable to its underwriting operations. There were several other items impacting the ETRs in both periods (refer to the ETR reconciliation included in Note 10 to our consolidated annual financial statements for additional information).

Our ETR were as follows:


	Year Ended December 31, 2024									Year Ended December 31, 2023
*(in millions)*	Tax-paying entities			Non-tax paying entities			Total			Tax-paying entities			Non-tax paying entities			Total
Income (loss) before income taxes	$	142.3		$	(110.3	)	$	32.0		$	90.3		$	(134.2	)	$	(43.9	)
Income tax expense		(9.1	)		—			(9.1	)		(20.2	)		—			(20.2	)
Effective tax rate		6.4	%		—			28.4	%		22.4	%		—			(46.0	)%

Comparison of the Years Ended December 31, 2023 and 2022

Accelerant Holdings

Condensed Consolidated Statements of Operations Summary


	Years Ended December 31,
*(in millions)*	2023			2022
Revenues
Ceding commission income	$	164.2		$	44.3
Direct commission income		37.6			34.5
Net earned premiums		105.1			141.2
Net investment income		19.3			2.6
Net realized gains (losses) on investments		0.5			(3.9	)
Net unrealized gains on investments		17.3			0.3

Total revenues		344.0			219.0
Expenses
Losses and loss adjustment expenses		80.3			99.5
Amortization of deferred acquisition costs		49.9			35.0
General and administrative expenses		169.2			115.6
Technology and development operating expenses		8.5			8.2
Interest expenses		10.9			4.2
Depreciation and amortization		14.5			5.8
Other expenses		51.1			33.6
Net foreign exchange (gains) losses		3.5			1.4

Total expenses		387.9			303.3

Loss before income taxes		(43.9	)		(84.3	)
Income tax expense		(20.2	)		(11.3	)

Net loss		(64.1	)		(95.6	)
Less: Net loss attributable to non-controlling interests		15.3			3.9

Net loss attributable to Accelerant	$	(48.8	)	$	(91.7	)

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Ceding Commission Income

Ceding commission income of $164.2 million for the year ended December 31, 2023 increased $119.9 million from the prior year as we continued to grow our premium base while decreasing the amount of business we retained in 2023, as noted below in our discussion of Net Earned Premium. Ceding commission income for the year ended 2023 and 2022 included reductions of $19.1 million and $29.0 million for net sliding scale adjustments resulting from the loss experience of covered insurance contracts for commissions previously received on business written in prior periods.

The following table presents the amounts of ceding commissions deferred and amortized:


	Years Ended December 31,
*(in millions)*	2023			2022
Balance as of January 1,	$	84.5		$	30.2
Deferral of excess ceding commission income over deferred acquisition costs		202.7			98.6
Amortization of deferred excess ceding commissions to income		(164.2	)		(44.3	)
Foreign currency translation		(2.6	)		—

Balance as of December 31,	$	120.4		$	84.5

The amortization of the excess deferred ceding commissions is recorded as “Ceding commission income” in our consolidated statements of operations.

Direct Commission Income

Direct commission income of $37.6 million for the year ended December 31, 2023 increased $3.1 million compared to the prior year primarily due to commissions from third-party Risk Exchange business and increased volume in our MGA Operations segment on business written with unaffiliated entities during the year ended December 31, 2023. Direct commission income for 2023 also included $4.8 million of negative commission income adjustments related to the effect of sliding scale commissions from adverse development on legacy run-off business written in 2020 and 2019 as compared to favorable sliding scale commission adjustments from the same business of $5.9 million in 2022.

Additionally, the portion of our business between Accelerant-affiliated entities (including from Underwriting to Exchange Services and Exchange Services to MGA Operations) increased year-over-year. However, all transactions between affiliated entities are fully eliminated in our consolidated results of operations. A discussion of the impact of consolidation and elimination adjustments is included below under “—Segment Information—Consolidation and Elimination Adjustments.”

Net Earned Premium

GWP of $1.70 billion for the year ended December 31, 2023 increased by $498.0 million from the prior year primarily due to new and existing Member growth. We added 54 new Members during 2023, bringing the total number of Members to 155 as of December 31, 2023. This Member growth was driven by our continued expansion within the U.S. market, maintenance of our Member growth in Europe, and expansion into Canada in the fourth quarter of 2023.

Net written premium of $190.9 million for the year ended December 31, 2023 increased by $4.9 million from the prior year. This result was primarily due to lowering our Accelerant-Retained Exchange Premium, calculated as the ratio of net written premium to Exchange Written Premium, to 11% for the year ended December 31, 2023, as compared to 15% in the prior year, as a result of our expansion of limits in our quota share reinsurance programs, as well as our purchase of increased excess of loss reinsurance in 2023 to further limit our loss exposures.

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Net earned premium of $105.1 million for the year ended December 31, 2023 decreased by $36.1 million from the prior year due to the effect of a reinsurance endorsement executed during the fourth quarter of 2023. During the year ended December 31, 2023, we and certain of our reinsurers agreed to an endorsement of quota share agreements covering the 2020 and 2021 treaty years that increased the gross written premium caps that had previously been exceeded during the year ended December 31, 2022. These reinsurers increased their participation on existing reinsurance treaties in exchange for additional ceded premium. Excluding the year-over-year effect of this endorsement, our net earned premium increased consistent with the growth in net written premium for the year ended December 31, 2023 as compared to the prior year.

The table below shows the amount of premium written on a gross and net basis of Accelerant Underwriting, as well as earned premium for the respective periods:


	Years Ended December 31,
*(in millions)*	2023			2022
Gross written premiums	$	1,697.8		$	1,199.8
Ceded written premiums		(1,506.9	)		(1,013.8	)

Net written premiums	$	190.9		$	186.0

Net earned premiums	$	105.1		$	141.2

Net Investment Income

Net investment income of $19.3 million for the year ended December 31, 2023 increased $16.7 million compared to the year ended December 31, 2022 due to the significant increase in total average investments. Refer to Note 4 to our consolidated annual financial statements for additional information.

Net Realized Gains (Losses) On Investments

Net realized gains (losses) on investments of $0.5 million decreased $4.4 million compared to the year ended December 31, 2022. Refer to Note 4 to our consolidated annual financial statements for additional information.

Net Unrealized Gains On Investments

Net unrealized gains on investments of $17.3 million increased $17.0 million compared to the year ended December 31, 2022. Refer to Note 4 to our consolidated annual financial statements for additional information.

Losses and Loss Adjustment Expenses

Net loss and LAE decreased $19.2 million for the year ended December 31, 2023 as compared to the prior year primarily due to the reduction in our net earned premium base to $105.1 million from $141.2 million for the years ended December 31, 2023 and 2022, respectively. Net incurred losses and LAE for the year ended December 31, 2023 also included a partially offsetting $4.8 million gain from a reinsurance commutation transaction. Gross incurred losses and LAE increased $245.4 million or 57%, while ceded losses and LAE increased $264.6 million or 80% given our targeted increase in the use of external reinsurance. Our net loss ratio differs from the gross loss ratio (51.3% and 55.5% for the years ended December 31, 2023 and 2022, respectively) due to decisions that we make regarding the amount of excess of loss reinsurance secured (since this will reduce the amount of retained premiums we have). The decision to engage such reinsurance, which inures to the benefit of our risk capital partners, supports our management of downside risk to large losses. See “—Segment Information—Comparison of the Years Ended December 31, 2023 and 2022—Underwriting” below for further information regarding our loss and loss adjustment expenses for the year ended December 31, 2023 compared to the prior year.

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In December 2023, we entered into a loss portfolio transfer (“LPT”) reinsurance contract that provides retroactive reinsurance protection for our retained insurance exposure prior to June 2022, including reserves we reassumed in a contemporaneous commutation agreement. This presented us with an opportunity to pursue an LPT at attractive terms that significantly reduces our exposure on those historical reserves. We determined that the LPT does not transfer significant insurance risk and therefore requires deposit accounting. Refer to “— Reinsurance” section for additional details on this transaction.


	Years Ended December 31,
*(in millions)*	2023			2022
Gross incurred loss and LAE	$	677.2		$	431.8
Ceded incurred loss and LAE		(596.9	)		(332.3	)

Net incurred loss and LAE	$	80.3		$	99.5

Net loss ratio		76.4	%		70.5	%

Amortization of Deferred Acquisition Costs

Amortization of DAC of $49.9 million for the year ended December 31, 2023 increased by $14.9 million compared to the same period in the prior year due to the amortization of DAC from higher prior year retained business partially being offset by lower retained business in the current year. The following table presents the amounts of acquisition costs deferred and amortized for insurance business retained by us:


	Years Ended December 31,
*(in millions)*	2023			2022
Balance as of January 1,	$	26.6		$	15.0
Direct commissions and other acquisition costs on retained business		75.6			46.6
Amortization of deferred acquisition costs		(49.9	)		(35.0	)
Foreign currency translation		0.7			—

Balance as of December 31,	$	53.0		$	26.6

General and Administrative Expenses

General and administrative expenses of $169.2 million increased by $53.6 million for the year ended December 31, 2023 as compared to the prior year due to our continued U.S. market expansion and overall growth. The year-over-year increase primarily related to employee compensation and benefit costs driven by growth in headcount and continued investments to support Mission’s growth, as well as other costs associated with supporting our maturation and continued growth, including consulting and professional fees.

The following table presents the components of general and administrative expenses:


	Years Ended December 31,
*(in millions)*	2023		2022
Employee compensation and benefits	$	118.9	$	93.2
Consulting and professional fees		29.8		16.6
Other expenses		20.5		5.8

Total general and administrative expenses	$	169.2	$	115.6

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Technology and Development Operating Expenses

Technology and development operating expenses of $8.5 million increased $0.3 million for the year ended December 31, 2023 as compared to the prior year as we invested in the technology and development of our Risk Exchange. We capitalize qualifying Risk Exchange software development costs and amortize them over the estimated useful life of the platform, which are included in “— Depreciation and Amortization” below.

Interest Expenses

Interest expenses of $10.9 million increased $6.7 million for the year ended December 31, 2023 as a result of an increase in average debt outstanding during 2023 as compared to 2022, which included a $20 million further drawdown under the debt facility during 2023.

Depreciation and Amortization

Depreciation and amortization expenses of $14.5 million increased $8.7 million for the year ended December 31, 2023 as compared to the prior year primarily due to an increase of $8.4 million of amortization of capitalized information technology development costs.

Other Expenses

Other expenses of $51.1 million increased $17.5 million for the year ended December 31, 2023 as compared to the prior year, primarily related to an increase of $11.5 million in system development non-operating costs, including certain Risk Exchange costs and costs associated with supporting the development and implementation of accounting and financial reporting systems, an increase of $10.6 million in professional costs related to corporate development activities, an increase of $4.8 million in share-based compensation expense, and an increase of $4.1 million in individually insignificant costs. These increases were partially offset by the absence of the 2022 expense of $8.7 million of previously deferred costs related to a potential securities issuance that were expensed when we suspended our efforts due to adverse equity market conditions in 2022 and $4.8 million of corporate development costs related to the formation of Flywheel Re.

Net Foreign Exchange Losses

Net foreign exchange losses were $3.5 million and $1.4 million for the years ended December 31, 2023 and 2022. The experience for the year ended December 31, 2023 was primarily driven by foreign exchange losses on our Euro-denominated debt facility, while the experience for the year ended December 31, 2022 was primarily driven by foreign exchange losses related to revaluation of certain portfolios denominated in British Pounds, partially offset by foreign exchange gains on our Euro-denominated debt facility, which was held in an entity with a U.S. Dollar functional currency.

Income Tax Expense

Income tax expense of $20.2 million increased $8.9 million for the year ended December 31, 2023 as compared to the prior year, while the consolidated ETRs were (46.0)% and (13.4)%, respectively. The incurrence of the tax expense despite our consolidated pre-tax net loss for the years ended December 31, 2023 and 2022 is a result of our mix of taxable income in certain jurisdictions (which we refer to as “tax-paying entities”) and losses in others that are subject to zero-tax rates or full valuation allowances (which we refer to as “tax-paying entities”). As noted in the table below, the ETR for the tax paying entities appears normal, while the aggregate or total ETR appears unusual due to the effects of the losses that do not receive offsetting tax benefits. There were several other items impacting the ETRs in both periods (refer to the ETR reconciliation included in Note 10 to our consolidated annual financial statements for additional information).

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Our ETRs were as follows:


	Year Ended December 31, 2023									Year Ended December 31, 2022
*(in millions)*	Tax-paying entities			Non-tax paying entities ⁽¹⁾			Total			Tax-paying entities			Non-tax paying entities ⁽¹⁾			Total
Income (loss) before income taxes	$	90.3		$	(134.2	)	$	(43.9	)	$	47.9		$	(132.2	)	$	(84.3	)
Income tax expense		(20.2	)		—			(20.2	)		(11.3	)		—			(11.3	)
Effective tax rate		22.4	%		—			(46.0	)%		23.6	%		—			(13.4	)%

(1)	Consists of our corporate and reinsurance entities based in the Cayman Islands, where there is no corporate income tax rate, as well as other jurisdictions in which we have generated losses for which tax benefits are not recorded.

Segment Information

We have three reportable segments, which align to the nature of the services we offer:

•

Exchange Services – Our Exchange Services segment includes the fees paid by Risk Exchange Insurers and Accelerant Underwriting for sourcing, managing and monitoring the portfolio of business written by Members reduced by the expenses associated with providing these services.

•

MGA Operations – Our MGA Operations segment includes the fees earned by Mission Members and Owned Members, predominantly for originating and underwriting a portfolio of insurance policies, reduced by the expenses associated with providing those services.

•

Underwriting – Our Underwriting segment includes the revenue from net earned premium, investment income and the ceding commission paid to us by our third-party reinsurers and institutional investors, reduced by net incurred losses, the amortization of DAC and the general and administrative costs of operating our insurance and reinsurance companies.

Corporate functions, including holding company expenses, are included in Corporate and Other and our consolidation and eliminations adjustments for intersegment activity are shown separately from our reportable segments.

We consider the segment presentations of our Exchange Services, MGA Operations and Underwriting segments prior to elimination to be the best way to evaluate our business and how these business components would be presented if they were standalone operations. Such presentation is also representative of the results that would be generated from third parties as we build additional third-party insurance relationships through our Risk Exchange.

The following includes the financial results of our three reportable segments for the three months ended March 31, 2025 and 2024 and for the years ended December 31, 2024, 2023 and 2022. Corporate functions and certain other businesses and operations are included in Corporate and Other.


	Three Months Ended March 31, 2025
*(in millions)*	Exchange Services		MGA Operations		Underwriting		Total Segments		Corporate and Other⁽¹⁾		Consolidation and elimination adjustments			Total
Revenues
Ceding commission income	$	—	$	—	$	19.2	$	19.2	$	—	$	51.5		$	70.7
Direct commission income Affiliated entities		59.0		31.5		—		90.5		—		(90.5	)		—
Unaffiliated entities		11.2		16.9		—		28.1		—		—			28.1
Net earned premiums		—		—		63.0		63.0		—		—			63.0
Net investment income		0.6		0.9		10.0		11.5		0.7		—			12.2
Net realized gains on investments		—		2.0		0.3		2.3		—		—			2.3

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	Three Months Ended March 31, 2025
*(in millions)*	Exchange Services		MGA Operations		Underwriting		Total Segments		Corporate and Other⁽¹⁾			Consolidation and elimination adjustments			Total
Net unrealized gains on investments		—		—		—		—		1.7			—			1.7

Segment revenues		70.8		51.3		92.5		214.6		2.4			(39.0	)		178.0
Losses and loss adjustment expenses		—		—		45.2		45.2		—			—			45.2
Amortization of deferred acquisition costs		—		—		24.8		24.8		—			(7.7	)		17.1
General and administrative expenses⁽²⁾⁽³⁾		20.8		31.2		11.5		63.5		14.5			(8.1	)		69.9
Technology and development operating expenses		3.0		—		—		3.0		—			—			3.0

Adjusted EBITDA	$	47.0	$	20.1	$	11.0	$	78.1	$	(12.1	)	$	(23.2	)	$	42.8

Interest expenses																(2.6	)
Depreciation and amortization																(7.4	)
Other expenses ⁽⁴⁾																(14.2	)
Net foreign exchange losses																(3.1	)

Income before income taxes															$	15.5

(1)	Corporate and Other includes shared services and other activities, which represent business activities that do not meet the definition of a reportable segment.

(2)	General and administrative expenses is comprised of employee compensation and benefits, consulting and professional fees and all other administrative expenses. The composition of such amounts by each reportable segment was as follows:


	Exchange Services		MGA Operations		Underwriting		Total
Employee compensation and benefits	$	13.9	$	21.3	$	6.2	$	41.4
Consulting and professional fees		3.8		3.3		2.6		9.7
Other administrative expenses		3.1		6.6		2.7		12.4

Total general and administrative expenses	$	20.8	$	31.2	$	11.5	$	63.5

(3)

The consolidation and elimination adjustments for general and administrative expenses consist of expenses attributable to Exchange Services and MGA Operations that form components of acquisition costs of insurance policies that would be capitalized in consolidation, which are offset by adjustments as components of the other consolidation and elimination adjustments.

(4)

Other expenses for the three months ended March 31, 2025 consist of $4.6 million of system development non-operating expenses, $3.6 million of professional costs related to corporate development activities, $2.4 million of share-based compensation, $1.6 million of Mission profits sharing expense and $2.0 million of individually insignificant costs.


	Three Months Ended March 31, 2024
*(in millions)*	Exchange Services		MGA Operations		Underwriting		Total Segments		Corporate and Other⁽¹⁾		Consolidation and elimination adjustments			Total
Revenues
Ceding commission income	$	—	$	—	$	29.8	$	29.8	$	—	$	35.2		$	65.0
Direct commission income
Affiliated entities		36.5		20.5		—		57.0		—		(57.0	)		—
Unaffiliated entities		5.0		6.6		—		11.6		—		—			11.6
Net earned premiums		—		—		44.0		44.0		—		—			44.0
Net investment income		0.1		0.7		7.1		7.9		—		—			7.9

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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Accelerant Holdings S-1/A