Accelerant Holdings Announces Merger Agreement, Shares to Be Delisted

What happened

On August 13, 2026 Accelerant Holdings (ticker ARX) entered into an Agreement and Plan of Merger with Cherry Tree BidCo and its wholly‑owned subsidiary Cherry Tree Merger Sub, affiliates of Thoma Bravo Discover Fund V, L.P. (the “Sponsor”), as disclosed in a Form 8‑K filed on August 14, 2026 (Items 1.01 and 9.01).

The merger will make Accelerant a wholly‑owned subsidiary of Cherry Tree BidCo. If the transaction closes, Accelerant’s Class A and Class B common shares will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Merger terms

Each outstanding share of Accelerant will be converted into a cash payment of $20.25 per share, without interest, plus a “Ticking Amount” of $0.00333 per share for each calendar day that the closing occurs after the Ticking Amount Start Date and before the Ticking Amount End Date, as defined in the merger agreement.

Equity awards (stock options, RSUs and performance shares) will be cancelled and replaced with cash payments based on the per‑share closing amount, and the employee share purchase plan will terminate immediately before the effective time of the merger.

The transaction is subject to customary conditions, including approval by Accelerant shareholders representing at least two‑thirds of the votes cast, clearance of antitrust and insurance regulatory approvals, and the absence of any legal impediment. The agreement also contains termination fees ranging from $56.9 million to $136.5 million payable by Accelerant to the parent, and a $295.8 million termination fee payable by the parent to Accelerant under certain circumstances.

What this means

A Form 8‑K is a current report that public companies must file with the SEC to disclose material events that shareholders should know about. Item 1.01 requires reporting any entry into a material definitive agreement, such as a merger agreement, because it can affect the company’s capital structure, share ownership and future reporting obligations.

The merger agreement makes Accelerant a private subsidiary of an investment fund managed by Thoma Bravo. The cash consideration of $20.25 per share represents a premium to the prior close of $13.61, and the additional ticking premium provides an incentive for the parties to close the transaction promptly.

Because the shares will be delisted, Accelerant will no longer be listed on the NYSE and will cease filing periodic reports as a public reporting company. Existing shareholders will receive cash for their shares, and any outstanding equity awards will be settled in cash, effectively ending the public equity market for the company.

The filing also grants Accelerant a “go‑shop” period until September 22, 2026, during which it may solicit alternative proposals. After that date, a “no‑shop” restriction applies, limiting further solicitation of acquisition offers.