CCC Intelligent Solutions to be acquired by GTCR and Elliott at $7.75 a share, $6.1B enterprise value: what holders get

CHICAGO, 15 October 2026. CCC Intelligent Solutions Holdings Inc. (NASDAQ: CCC) announced a definitive agreement to be acquired by a consortium led by GTCR and including Elliott Investment Management L.P. Stockholders will receive $7.75 in cash per share, in a deal with an enterprise value of about $6.1 billion, according to the company's press release.

The company says the price is a premium of about 44% to its unaffected close on 9 July 2026. It expects the deal to close in the first quarter of 2027, pending a stockholder vote and regulatory clearance.

What do CCC shareholders get?

CCC stockholders get $7.75 in cash for each share, without interest, according to the Form 8-K the company filed with the SEC. Excluded from that conversion are treasury shares, shares already owned by the buyer, shares of holders who properly exercise appraisal rights under Delaware law, and unvested restricted stock awards (which are handled separately, see below).

The payment is all cash, so holders carry no exposure to the buyers' equity. The company and the 8-K both say the deal is not subject to a financing condition.

How big is the premium, and to what price?

The company says $7.75 is a premium of approximately 44% to the closing price on 9 July 2026, and approximately 59% to the 30-day average price as of that date. In its press release, 9 July is described as the last trading day before media speculation about a possible sale.

Neither document states the dollar value of that unaffected close. Dividing $7.75 by 1.44 gives roughly $5.4, which is our arithmetic and not a reported price. It fits with Reuters' report that shares rose 13% to $6.09 in after-hours trading once the sale story broke.

The 44% figure is repeated by independent outlets such as Coverager and RTTNews. The 59% figure appears in the company's own materials, including its SEC-filed employee FAQ.

What happens to options, RSUs and other equity awards?

The 8-K says in-the-money options are cancelled and paid the spread between $7.75 and the exercise price, less withholding. Options with an exercise price at or above $7.75 are cancelled for no consideration. The terms below come from the 8-K.

Restricted cash awards generally keep their original vesting schedule. The 8-K says vesting accelerates in full on a termination without cause, a resignation for good reason, or death or disability within 24 months of closing, or on a "good leaver" termination at any time afterward.

The employee FAQ adds that ESPP participants may continue through the current offering period without raising contributions. That period ends no later than 10 calendar days before closing.

Who is buying CCC, and how is the deal financed?

The buyer is a consortium of private investment firms led by GTCR, including Elliott. The company's boilerplate says GTCR was founded in 1980 and manages $45 billion in equity capital. It says Elliott manages approximately $80.3 billion of assets as of 30 June 2026. Both figures are the firms' own.

The 8-K says the buyer vehicles obtained equity commitment letters, a preferred equity commitment letter and a debt commitment letter. The press release names J.P. Morgan as lead arranger of the committed financing, with Citi participating. The amounts of debt and equity are not given in the 8-K or the press release.

CEO Githesh Ramamurthy and President Tim Welsh signed rollover and support agreements. Each agreed to vote their shares for the merger and to contribute certain shares to Mozart Topco, LP in exchange for equity interests, per the 8-K.

Advisers, as listed in the press release:

What approvals are needed, and what are the break fees?

Closing requires adoption by holders of a majority of the outstanding shares, expiry or termination of the Hart-Scott-Rodino waiting period, no blocking law or order, accurate representations, covenant compliance and no Company Material Adverse Effect. These conditions are listed in the 8-K. CCC says a stockholder meeting will be announced as promptly as practicable and that it will file proxy statements with the SEC.

The board unanimously approved the agreement "with respect to all directors present," per the 8-K, and recommends that stockholders adopt it. The merger agreement bars CCC from soliciting rival bids. It still lets the board engage with an unsolicited proposal and change its recommendation for a "Superior Proposal" or "Intervening Event" when its fiduciary duties require.

Either side may walk away if the merger has not closed by 14 April 2027. Affiliates of the buyer delivered limited guarantees to CCC covering certain payment obligations, including the buyer's termination fee.

For another recent cash take-private with filing detail, see Mistras to Be Acquired by H.I.G. Capital for $20.35 a Share. For how merger filings work, see our explainer on SEC Form 425.

How did the sale process unfold?

Reuters reported on 9 July 2026, citing three people familiar with the matter, that CCC was exploring a sale and had hired Morgan Stanley. It said CCC's market value had fallen to roughly $3.3 billion from about $6.4 billion a year earlier, with shares down about 44% over 12 months. Reuters tied the decline to investor concern about slowing growth, weaker industry claims volumes and slower-than-expected adoption of newer software products (The Insurer, Claims Journal).

In August, Repairer Driven News summarised Bloomberg reports that Copart was competing with private equity firms, including GTCR and Veritas Capital, to buy CCC. It also relayed that Elliott had built a large stake and engaged through its private equity arm. A CCC spokesperson told the outlet the company does not comment on rumors and speculation.

Shortly before the announcement, Seeking Alpha relayed a Bloomberg report that GTCR and Elliott were in advanced talks. CCC shares rose 13% after hours on that report, it said. These are media reports based on unnamed sources. The company's release says only that the deal follows a thorough review of strategic options.

What does CCC do, and what changes for the business?

CCC says it is a SaaS and AI platform for the insurance economy, based in Chicago, connecting more than 35,000 businesses including insurers, repairers, automakers and parts suppliers. These are company figures. Elliott's David Kerko described CCC in the release as the trusted third party at the center of the automotive insurance and repair industry.

Nothing changes operationally until closing. In the employee FAQ, CCC says its leadership team remains in place, it does not expect changes to the CCC name or branding, and headquarters and offices are business as usual. After closing, CCC will leave Nasdaq and stop being an SEC-reporting company.

CCC will report third quarter 2026 results on 29 October 2026 and will not host a call or webcast, per its press release.

What's still unclear?

• Signing date. The 8-K says the merger agreement was entered into on 14 October 2026. The press release and news coverage carry 15 October as the announcement date. The agreement itself pre-dates the announcement by a day.
• Market price versus offer. RTTNews reported pre-market shares at $7.62 on 15 October, after the prior session closed 2.30% lower. That is already close to $7.75, because the stock had moved on earlier press reports. The 44% premium is measured against a price from before those reports.
• Equity value versus enterprise value. The $6.1 billion figure is enterprise value, which includes debt. It is not what shareholders collectively receive. The company's materials do not give a total equity value or share count. See how headline deal values can differ from the price paid in another transaction.
• Financing amounts. The 8-K confirms equity, preferred equity and debt commitments but not their size.
• Deal process detail. The proxy statement, not yet filed, is expected to describe the background of the sale process, including any other bidders. Reports about Copart and Veritas Capital remain unconfirmed by the company.
• Shareholder vote. No meeting date has been set. A majority of outstanding shares must adopt the agreement, and the 8-K does not state how many shares Ramamurthy and Welsh hold or are voting.