Thoma Bravo Agrees to Buy Accelerant in More Than $4 Billion Take-Private Deal

Thoma Bravo has agreed to acquire Accelerant Holdings in an all-cash transaction with an enterprise value of more than $4 billion, a deal that would take the specialty-insurance marketplace private little more than a year after its New York Stock Exchange debut.

Accelerant said Class A and Class B shareholders will receive $20.25 per share in cash, a 49% premium to the stock’s Aug. 12 closing price. The offer nevertheless sits 75 cents below the $21 price at which Accelerant went public in July 2025. Accelerant shares were up about 44% at 10:34 a.m. Eastern Time on Thursday, trading near $19.58 as investors moved the stock closer to the agreed consideration.

The proposed acquisition is expected to close in the first half of 2027, subject to shareholder approval and required regulatory clearances. Altamont Capital Partners affiliates that hold approximately 82% of Accelerant’s outstanding voting rights have agreed to support the deal. Altamont, Accelerant’s largest investor, and the company’s founders also intend to retain equity ownership alongside Thoma Bravo after the company goes private.

Deal structure gives Thoma Bravo a clear path to funding

The joint announcement filed with the Securities and Exchange Commission says Accelerant’s board formed a special committee made up solely of independent and disinterested directors to review the proposal. The committee unanimously recommended the transaction, and the full board then unanimously approved it.

The acquisition is not subject to a financing condition. Thoma Bravo has provided an equity commitment to fund the purchase, removing one of the financing uncertainties that can complicate large leveraged or sponsor-backed transactions. Accelerant’s separate Form 8-K says the buyer entities are affiliates of Thoma Bravo Discover Fund V.

The agreement also contains a ticking-fee provision tied to regulatory timing. Under certain circumstances, if closing is delayed by specified pending insurance regulatory approvals, shareholders will receive a fee accruing at an annual rate of 6% for the period set out in the agreement. That provision does not mean every delay automatically increases the payout, but it gives shareholders compensation in the circumstances described by the company if insurance approvals extend the timetable.

Formal shareholder approval is still required even though Altamont-affiliated entities have agreed to vote shares representing about 82% of Accelerant’s outstanding voting rights in favor of the transaction. Accelerant and Thoma Bravo also need the required regulatory approvals before the merger can close. Once completed, Accelerant’s common shares will stop trading on the NYSE.

Accelerant is going private while its operating figures are still growing

The timing is notable because Accelerant released a strong set of second-quarter operating results on the same day as the merger announcement. Exchange Written Premium reached $1.32 billion for the three months ended June 30, up 23% from $1.07 billion a year earlier. Total revenue rose to $356.9 million from $219.1 million, while net income increased to $80.0 million from $13.1 million.

Adjusted EBITDA, a non-GAAP measure used by the company, rose to $93.1 million from $63.6 million, and the adjusted EBITDA margin increased to 30.6% from 29.0%. Third-party direct written premium represented 47% of Exchange Written Premium in the quarter, compared with 27% a year earlier, reflecting the growing role of outside risk-capital providers in the exchange.

Accelerant describes its business as a data-driven marketplace connecting specialty-insurance underwriters with providers of risk capital. It earns fees on Exchange Written Premium shared with capital partners that use Accelerant to source, manage and monitor portfolios of specialty risk. The platform had 314 members at June 30, up from 248 a year earlier, and $4.59 billion of Exchange Written Premium over the trailing 12 months.

The company said its exchange operates across 22 countries and about 700 specialty-insurance products. Those operating metrics help explain why Thoma Bravo is treating Accelerant as a technology-enabled insurance platform rather than a conventional carrier acquisition. Thoma Bravo has a long record of investing in software and data businesses, and the firm said it managed more than $172 billion of assets as of March 31, 2026.

Accelerant canceled the earnings call that had been scheduled for Thursday morning after announcing the take-private agreement. It also said it would not provide third-quarter or full-year 2026 guidance because of the pending transaction. Investors therefore received a fresh set of historical quarterly figures, but management will not provide the normal near-term outlook while the merger is in process.

The buyout would end a short and volatile public-market chapter

Accelerant priced its initial public offering at $21 per share in July 2025, above the range it had initially marketed, and began trading on the NYSE on July 24. The company’s closing announcement said 39.63 million Class A shares were sold after the underwriters fully exercised their over-allotment option. Reuters reported that the stock opened at $28.50 in its debut, giving Accelerant a valuation of about $6.4 billion at that point.

The $20.25 take-private price is about 3.6% below the IPO price, even though it represents a 49% premium to Accelerant’s Aug. 12 close. That contrast captures the central market backdrop to the agreement: shareholders are being offered a large premium to the price immediately before the announcement, but the consideration remains below the level at which the company sold stock to the public a little more than a year ago. Reuters reported that Accelerant’s shares had traded well below the IPO price before the deal was announced.

Thoma Bravo’s interest also fits its broader focus on software and technology-enabled businesses. The firm says it has acquired or invested in roughly 590 companies over more than two decades, representing more than $320 billion of aggregate value. Reuters noted that Thoma Bravo has also invested in insurance technology and data businesses, including the acquisition of property-and-casualty claims technology company itel by its Nearmap business for more than $1.3 billion last year.

Accelerant’s next formal steps will move through the transaction process rather than a normal earnings cycle. The company intends to file a proxy statement for a special shareholder meeting and may file a Schedule 13E-3 transaction statement if required. The deal then needs the specified regulatory approvals before the parties can reach the expected first-half 2027 closing.