Accelerant Holdings filed a Form 8-K on August 13, 2026, disclosing second-quarter 2026 earnings results and announcing the execution of a merger agreement with affiliates of Thoma Bravo.

Key Highlights

  • Merger agreement signed: Accelerant Holdings and Thoma Bravo issued a joint press release on August 13, 2026, announcing execution of an Agreement and Plan of Merger.
  • Transaction structure: Cherry Tree Merger Sub, a wholly owned subsidiary of Cherry Tree BidCo, will merge with and into Accelerant Holdings, with Accelerant continuing as the surviving company and becoming a wholly owned subsidiary of Cherry Tree BidCo.
  • Sponsor identified: Parent and Merger Sub are affiliates of Thoma Bravo Discover Fund V, L.P., an investment fund managed by Thoma Bravo.
  • Q2 2026 earnings released: The company issued a press release relating to earnings for the second quarter ended June 30, 2026, attached as Exhibit 99.1.
  • Proxy statement planned: The company intends to file a proxy statement with the SEC in connection with a special meeting of shareholders for purposes of approving the transactions contemplated by the Merger Agreement.
  • Emerging growth company: Accelerant Holdings confirmed its status as an emerging growth company and indicated it has elected not to use the extended transition period for new or revised financial accounting standards.

Accelerant Holdings Enters Merger Agreement with Thoma Bravo Discover Fund V

Accelerant Holdings (NYSE:ARX), a Cayman Islands-incorporated company, disclosed on August 13, 2026, that it had entered into an Agreement and Plan of Merger with Cherry Tree BidCo and Cherry Tree Merger Sub, both Cayman Islands exempted companies. According to the filing, Merger Sub is a wholly owned subsidiary of Cherry Tree BidCo, and both entities are affiliates of Thoma Bravo Discover Fund V, L.P., described in the filing as "an investment fund managed by Thoma Bravo."

The filing states that under the terms of the Merger Agreement, Merger Sub will merge with and into Accelerant Holdings, with Accelerant continuing as the surviving company and becoming a wholly owned subsidiary of Cherry Tree BidCo. The filing notes that the information required to be reported with respect to the Merger Agreement "will be filed in a separate Current Report on Form 8-K," meaning full transaction terms were not disclosed in this filing. The filing is designated as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

Separately, the filing reports that Accelerant issued a press release on August 13, 2026, covering earnings for the second quarter ended June 30, 2026, attached as Exhibit 99.1. The company noted that the earnings information "is furnished and shall not be deemed to be 'filed' for purposes of Section 18 of the Securities and Exchange Act of 1934." The filing also states that the company and certain participants in the Merger intend to file a transaction statement on Schedule 13E-3, if required, and that a definitive proxy statement will be sent to shareholders when available. Forward-looking statements in the filing, including those regarding timing and completion of the Merger, are the company's own and are subject to the cautionary language included in the filing.

What Was Disclosed

This Form 8-K, filed August 13, 2026, covers two items: second-quarter 2026 earnings results furnished via press release, and announcement of a merger agreement under which Accelerant Holdings would become a wholly owned subsidiary of a Thoma Bravo-affiliated entity.