Accelerant Holdings Announces $20.25/Share Merger with Thoma Bravo Affiliate

What Happened
Accelerant Holdings (ARX) announced on Aug 13, 2026 that it signed an Agreement and Plan of Merger with Cherry Tree BidCo and Cherry Tree Merger Sub (affiliates of Thoma Bravo Discover Fund V). Under the agreement, Accelerant will become a wholly owned subsidiary of Cherry Tree and each outstanding share (other than excluded or dissenting shares) will receive $20.25 in cash at closing. The Company’s board, following a special committee of independent directors, unanimously approved the Merger and will recommend shareholder approval.

Key Details

• Purchase price: $20.25 in cash per Class A or Class B share, plus a potential “Ticking Amount” of $0.00333 per share per calendar day after the Ticking Amount Start Date until certain insurance regulatory approvals are obtained.
• Signing and timelines: Merger signed Aug 13, 2026; Company has a “go‑shop” period through Sept 22, 2026. Initial termination date is Aug 13, 2027 (may extend to Nov 13, 2027 if specified conditions are met).
• Shareholder vote & support: Adoption requires affirmative vote of at least two‑thirds of votes cast; ACP affiliates holding ~82% of voting rights agreed to vote or consent in favor under a Voting and Support Agreement.
• Equity treatment & payouts: In‑the‑money stock options will be cashed out for their spread (underwater options cancelled), RSUs and PSUs converted to cash on specified vesting/performance assumptions, and the ESPP will terminate with final purchases converted to the merger consideration.
• Financing/guarantees: Sponsor (Thoma Bravo Discover Fund V) delivered an equity commitment letter to fund the merger consideration and related amounts; Sponsor also provided a guarantee of certain Parent obligations. Parent’s financing availability is not a condition to closing.

Why It Matters
For investors, the Merger means a definitive cash exit at $20.25 per share (plus any ticking amount), and if completed the Company’s Class A shares will be delisted from the NYSE and deregistered under the Exchange Act. The agreement is subject to customary closing conditions including shareholder approval, antitrust/foreign investment clearances (Hart‑Scott‑Rodino and similar foreign filings) and certain insurance regulatory approvals. The Voting and Support Agreement covering ~82% of votes substantially increases the likelihood of shareholder approval, but regulatory approvals and other conditions remain. Equity holders with options, RSUs or PSUs should note the specified cash‑out treatment in the Merger Agreement.