Accelerant Holdings filed an 8-K on August 14, 2026, disclosing that the company entered into an Agreement and Plan of Merger with Cherry Tree BidCo, an affiliate of Thoma Bravo Discover Fund V, L.P., on August 13, 2026.

Key Highlights

  • Merger price: Each Class A and Class B common share will be converted into the right to receive $20.25 in cash, without interest, plus, if applicable, an additional Ticking Amount.
  • Acquirer identity: Parent (Cherry Tree BidCo) and Merger Sub are affiliates of Thoma Bravo Discover Fund V, L.P., managed by Thoma Bravo, L.P.
  • Board recommendation: The Board, acting on the unanimous recommendation of a special committee of independent and disinterested directors, determined the merger is advisable, fair to, and in the best interests of the company and its shareholders, according to the filing.
  • Shareholder vote required: Closing requires adoption of the Merger Agreement by holders of at least two-thirds of votes cast at the Company Shareholders Meeting.
  • Delisting expected: If the merger is consummated, Class A common shares will be delisted from the New York Stock Exchange and deregistered under the Exchange Act.
  • Dissent threshold: Parent's obligation to close is conditioned on holders of no more than 15% of issued and outstanding shares having validly exercised, and not withdrawn or abandoned, dissent rights under Section 238 of the Cayman Companies Act.
  • Financing not a condition: According to the filing, "the availability of Parent's financing is not a condition to the consummation of the Merger."

Accelerant Holdings Merger Agreement: Key Terms and Conditions

According to the 8-K filed by Accelerant Holdings (NYSE:ARX), the company entered into a Merger Agreement on August 13, 2026, under which Merger Sub - a wholly owned subsidiary of Cherry Tree BidCo - will merge with and into Accelerant Holdings. Upon completion, Accelerant Holdings would continue as the surviving company and become a wholly owned subsidiary of Parent. The filing identifies Parent and Merger Sub as affiliates of Thoma Bravo Discover Fund V, L.P., an investment fund managed by Thoma Bravo, L.P.

The merger consideration is $20.25 in cash per share, without interest, for each Class A and Class B common share outstanding immediately prior to the effective time, with the possibility of an additional Ticking Amount under certain conditions described in the Merger Agreement. The filing also details treatment of equity awards: in-the-money company options will be canceled for a cash payment equal to their aggregate spread value, while underwater options will be canceled for no consideration. Single-Trigger RSUs, which vest at the effective time, will be canceled for a cash payment based on the Per Share Closing Amount, and Company PSUs will be settled assuming 2026 performance at 250% and 2027 and 2028 performance years at 100%, according to the filing.

Consummation of the merger is subject to several conditions, including the two-thirds shareholder vote threshold, expiration or termination of the Hart-Scott-Rodino Antitrust Improvements Act waiting period, specified foreign antitrust and foreign investment law clearances, and receipt of specified insurance regulatory approvals or prior written non-disapprovals. The filing also notes that no new offering periods will commence under the company's employee share purchase plan, and the ESPP will terminate immediately prior to the effective time.

What Was Disclosed

Accelerant Holdings disclosed the execution of a Merger Agreement with Cherry Tree BidCo, a Thoma Bravo affiliate, providing for an all-cash merger at $20.25 per share plus a potential Ticking Amount, subject to shareholder approval and regulatory conditions.