Accelerant (ARX) Proxy filing summary

Executive summary

• Entered into a definitive agreement to be acquired by Thoma Bravo in an all-cash transaction valuing the company at over $4 billion, with shareholders to receive $20.25 per share, a 49% premium to the prior closing price.

• The transaction is expected to close in the first half of 2027, subject to shareholder and regulatory approvals; 82% of voting rights have committed to support the deal.

• Upon completion, the company will become private and its shares will be delisted from the NYSE; Altamont Capital Partners and founders will retain equity alongside Thoma Bravo.

• The Board established a Special Committee of independent directors, which unanimously recommended the transaction; the full Board also approved it unanimously.

• No financing condition exists for the deal, and a ticking fee will accrue if closing is delayed by regulatory approvals.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed merger at a special meeting; a proxy statement will be filed with the SEC detailing the transaction.

• Entities holding 82% of voting rights have agreed to vote in favor of the merger.

Board of directors and corporate governance

• A Special Committee of independent and disinterested directors was formed to evaluate the transaction and unanimously recommended approval.

• The Board of Directors unanimously approved the merger agreement.