CCC Intelligent Solutions Holdings Inc.宣布与Mozart Parent达成并购协议

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 14, 2026

CCC Intelligent Solutions Holdings Inc.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (800) 621-8070

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Agreement and Plan of Merger

On October 14, 2026, CCC Intelligent Solutions Holdings Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mozart Parent, LLC, a Delaware limited liability company (“Parent”), and Mozart Merger Sub (DE), Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Subject to the terms of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger will be effected under the General Corporation Law of the State of Delaware (the “DGCL”).

On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”) (including, for the avoidance of doubt, any SPAC Merger Earnout Shares (as defined in the Merger Agreement) issued pursuant to the Merger Agreement and any Sponsor Earnout Shares (as defined in the Merger Agreement)) that is issued and outstanding as of immediately prior to the Effective Time, other than (i) shares of Company Common Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries (including Merger Sub), in each case as of immediately prior to the Effective Time, (ii) shares of Company Common Stock as to which appraisal rights have been properly exercised in accordance with the DGCL, and (iii) shares of Company Common Stock that are Company RSAs (as defined below), will be converted into the right to receive $7.75 per share in cash, without interest (the “Per Share Price”).

The board of directors of the Company (the “Board”) has unanimously approved (with respect to all directors present) and determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger, upon the terms and subject to the conditions set forth therein, and resolved to recommend that the stockholders of the Company adopt the Merger Agreement.

Treatment of Company Equity Awards and Company ESPP

At the Effective Time, each option to purchase shares of Company Common Stock (“Company Option”) that is outstanding and unexercised immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the total number of shares of Company Common Stock subject to such Company Option and (b) the excess, if any, of the Per Share Price over the exercise price per share of such Company Option, less applicable withholding taxes. Each Company Option with an exercise price per share equal to or greater than the Per Share Price will be cancelled for no consideration.

Each award of restricted stock of the Company (“Company RSA”) that is outstanding and unvested immediately prior to the Effective Time will be converted into a restricted cash award representing the right to receive an amount in cash equal to the Per Share Price, subject to the same terms and conditions (including, except as otherwise provided in the Merger Agreement, vesting, forfeiture, acceleration, settlement and payment terms) as applied to the corresponding unvested Company RSA immediately prior to the Effective Time.

Each award of restricted stock units of the Company (“Company RSU”) that is outstanding and vested (but unsettled) immediately prior to the Effective Time (including as a result of the consummation of the Merger) will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time. Each Company RSU that is outstanding and unvested immediately prior to the Effective

Time will be converted into a restricted cash award representing the right to receive an amount in cash equal to the product of (x) the Per Share Price and (y) the number of shares of Company Common Stock subject to such unvested Company RSU, subject to the same terms and conditions (including, except as otherwise provided in the Merger Agreement, vesting, forfeiture, acceleration, settlement and payment terms).

Each award of performance stock units of the Company (“Company PSU”) that is outstanding and vested immediately prior to the Effective Time will be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the number of shares of Company Common Stock subject to such Company PSU, calculated based on actual performance achievement through the end of the applicable performance period. Each Company PSU that is outstanding and unvested immediately prior to the Effective Time will be converted into a restricted cash award representing the right to receive an amount in cash equal to the product of (x) the number of shares of Company Common Stock subject to such unvested Company PSU calculated based on the greater of (i) actual performance through the Effective Time and (ii) target-level performance and (y) the Per Share Price, subject to the same terms and conditions (including, except as otherwise provided in the Merger Agreement, vesting, forfeiture, acceleration, settlement and payment terms).

Restricted cash awards resulting from the conversion of unvested Company RSAs, Company RSUs and Company PSUs will generally remain subject to the same vesting schedule applicable to the original award, with full acceleration of vesting upon a termination of the holder’s employment or service without cause, a resignation by the holder for good reason, or a termination due to the holder’s death or disability, in each case within 24 months following the Effective Time, or upon a “good leaver” termination of the holder at any time following the Effective Time.

In addition, the Company’s employee stock purchase plan (the “Company ESPP”) will be terminated immediately prior to the Effective Time in accordance with the terms of the Merger Agreement.

Conditions to the Merger and Other Terms of the Merger Agreement

The Merger Agreement contains customary representations, warranties and covenants of the Company, Parent, and Merger Sub, including, among others, the agreement by the Company to use its commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business during the period between execution of the Merger Agreement and the Effective Time and covenants prohibiting the Company from engaging in certain kinds of activities during such period without the consent of Parent and obligating the Company to take certain actions, including to convene and hold a meeting of its stockholders to consider and vote upon the Merger, to obtain regulatory consents, and, subject to certain customary exceptions, for its Board to recommend that its stockholders approve and adopt the Merger Agreement.

The consummation of the Merger (the “Closing”) is subject to customary closing conditions, including: (i) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon; (ii) the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the absence of any law, injunction or order prohibiting the consummation of the Merger; (iv) the accuracy of the representations and warranties of the parties (subject to customary materiality qualifiers); (v) the performance or compliance in all material respects by the other party with its obligations under the Merger Agreement; and (vi) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement.

The Merger Agreement contains customary non-solicitation covenants that prohibit the Company from soliciting competing proposals or entering into discussions concerning, or providing confidential

information in connection with, certain proposals for an alternative transaction. These non-solicitation covenants allow the Company, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide non-public information to, and engage in discussions and negotiations with, third parties in response to an unsolicited acquisition proposal. The Board also may change its recommendation to the holders of Company Common Stock to adopt the Merger Agreement in response to a “Superior Proposal” or an “Intervening Event” (each as defined in the Merger Agreement) if the Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that the failure to take such action would reasonably be likely to be inconsistent with the fiduciary duties of the Board under applicable law.

Termination

The Merger Agreement may be terminated at any time prior to the Effective Time: (i) by mutual written consent of the Company and Parent; (ii) by either the Company or Parent if a law or order permanently restraining, enjoining or otherwise prohibiting the Merger becomes final and non-appealable; (iii) by either the Company or Parent if the Merger has not been consummated on or before April 14, 2027 (the “Termination Date”); (iv) by either the Company or Parent if the stockholder approval is not obtained at a duly convened stockholders’ meeting; (v) by either the Company or Parent if the other party has breached any of its representations, warranties, covenants or agreements in the Merger Agreement and such breach has caused the closing conditions not to be satisfied, and such breach is not curable or has not been cured within the applicable cure period; (vi) by Parent, prior to receipt of stockholder approval, if the Board changes its recommendation in favor of the Merger; (vii) by the Company, prior to receipt of stockholder approval, to enter into a definitive agreement with respect to a Superior Proposal; and (viii) by the Company, if all conditions to the Merger have been satisfied or waived, the Company has irrevocably confirmed to Parent that it is prepared to consummate the Closing and Parent fails to consummate the Closing by the date that is three business days after the later of (x) the date on which Parent is required to consummate the Closing pursuant to the Merger Agreement and (y) the date of such notice.

The Company is required to pay Parent a termination fee of $149,520,000 on termination of the Merger Agreement under specified circumstances, including, among others, termination by Parent in the event that the Board changes its recommendation in favor of the Merger or termination by the Company to enter into a definitive agreement providing for a Superior Proposal. Parent is required to pay a termination fee of $313,992,000 to the Company upon termination of the Merger Agreement under other specified circumstances, including, among others, under circumstances where Parent fails to close the Merger when all of the closing conditions have been satisfied or waived.

A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub or Parent. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of the Merger Agreement, were solely for the benefit of the parties to the Merger Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement may be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and are qualified by information in confidential disclosure schedules provided by the parties thereto in connection with the signing of the Merger Agreement. These disclosure schedules include information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, Merger Sub and Parent, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the Company, Merger Sub or Parent.

Financing of the Merger

Parent and Merger Sub have obtained equity commitment letters, a preferred equity commitment letter, and a debt commitment letter to provide financing sufficient to pay the aggregate merger consideration, repay existing indebtedness of the Company and its subsidiaries, and pay related fees and expenses at the closing of the Merger in the amounts set forth therein for the purpose of financing the transaction. The obligations of Parent and Merger Sub to consummate the Merger are not subject to a financing condition.

Concurrently with the execution of the Merger Agreement, certain affiliates of Parent and Merger Sub have delivered limited guarantees in favor of the Company guaranteeing certain payment obligations of Parent and Merger Sub under the Merger Agreement, including, among other things, the payment of the Parent Termination Fee.

Pursuant to the Merger Agreement, the Company is required to use reasonable best efforts to provide Parent with customary cooperation in connection with the preferred equity financing and the debt financing.

Rollover and Support Agreements

Concurrent with the execution of the Merger Agreement, Githesh Ramamurthy, the Company’s Chairman and Chief Executive Officer, and Tim Welsh, the Company’s President (together, the “Rollover Investors”), each entered into a Rollover and Support Agreement (each, a “Rollover Agreement”) with Mozart Topco, LP (“Topco”), an affiliate of Parent. Pursuant to the Rollover Agreements, each Rollover Investor agreed, until the earlier of the termination of the Merger Agreement and the Effective Time, to vote (or act by written consent with respect to) all shares of Company Common Stock held by such Rollover Investor in favor of the adoption of the Merger Agreement and against any alternative acquisition proposal and certain other actions that would reasonably be expected to impede or delay the Merger. In addition, each Rollover Investor agreed, subject to the terms and conditions of the Rollover Agreements, to contribute certain shares of Company Common Stock held by such Rollover Investor to Topco immediately prior to the Effective Time in exchange for equity interests of Topco. The Rollover Agreements will terminate automatically if the Merger Agreement is terminated.

On October 15, 2026, the Company and Parent issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as otherwise expressly stated in such filing.

(d) Exhibits

Cautionary Statement Regarding Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Forward-looking statements in this communication include, but are not limited to, statements regarding the proposed transaction, the expected timing of completion of the transaction, the ability of the parties to consummate the transaction and the satisfaction of the conditions precedent to the consummation of the transaction, including the receipt of stockholder approval, expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the expected benefits of the transaction.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among others: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive transaction documents, including circumstances requiring payment of a termination fee pursuant to the definitive transaction documents; the failure to obtain stockholder approval of the transaction or the failure to satisfy other conditions to completion of the transaction; the risk that regulatory approvals required for the transaction may not be obtained in a timely manner or at all, or may be obtained subject to conditions that are not anticipated or that could adversely affect Parent or the Company or the expected benefits of the transaction; the failure to satisfy the other conditions to the consummation of the transaction on a timely basis or at all; risks related to the disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally; the risk that the transaction may not be completed in the time frame expected by the parties or at all; the risk that any announcements relating to the transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs, expenses, liabilities or delays resulting from the transaction; the risk of any litigation related to the transaction; the possibility that competing offers will be made; the risk that certain restrictions during the pendency of the proposed transaction may impact the Company’s ability to pursue certain business opportunities or strategic transactions and various other risks that could cause future results to differ from those expressed by the forward-looking statements included in this communication that are described in the Company’s reports filed with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequently filed Quarterly Reports on

Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this communication. Except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

Additional Information and Where to Find It

This communication is being made in respect of the proposed acquisition of the Company by affiliates of Parent and related transactions (collectively, the “proposed transaction”). In accordance with the definitive transaction documents, a meeting of the stockholders of the Company will be announced as promptly as practicable to seek the Company’s stockholder approval in connection with the proposed transaction. The Company intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement (the “Proxy Statement”) will be mailed to the Company’s stockholders. This communication is not a substitute for the Proxy Statement or any other document that may be filed by the Company with the SEC or sent to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY DECISION, THE COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PARENT AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copy of the Proxy Statement (when available) as well as other documents filed by the Company with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at https://ir.cccis.com or by contacting the Company’s investor relations department at [email protected].

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of the Company, including a description of their beneficial ownership of the Company’s securities, is set forth in the Company’s proxy statement for its 2026 annual meeting of stockholders, which was filed with the SEC on April 7, 2026 (the “Annual Meeting Proxy Statement”). To the extent the holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Forms 3, 4 and 5 filed with the SEC. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, in the proposed transaction will be contained in the Proxy Statement and in other relevant materials to be filed with the SEC regarding the proposed transaction when they become available. You may obtain these documents (when they become available) as described above.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.