CCC Intelligent Solutions Holdings Inc.

Current report

Uncertainties associated with the Merger could adversely affect our business, results of operations, financial condition and the trading price of our common stock.

Current report

On October 14, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement, Merger Sub shall be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of our common stock (other than certain shares held by the Company as treasury stock, owned by Parent or any of its subsidiaries, including Merger Sub, subject to Company restricted stock awards, or as to which appraisal rights have been properly exercised in accordance with Delaware law) will automatically be canceled, extinguished and converted into the right to receive a cash payment equal to the per-share price specified in the Merger Agreement, our common stock will be delisted from The Nasdaq Stock Market LLC, and we will cease to be a reporting company under the Exchange Act.

Current report

Completion of the Merger is subject to various customary closing conditions and regulatory approvals, including (i) the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of our common stock entitled to vote at a special meeting of our stockholders; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (iii) other customary conditions for a transaction of this type. The parties to the Merger Agreement may not receive the necessary approvals for the transaction or may not receive them within the expected timeframe. The failure to satisfy these and other closing conditions could jeopardize, delay or prevent the consummation of the Merger.

Current report

The pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption to our ongoing operations and create uncertainties, any of which could have an adverse effect on our business, results of operations, financial condition and the trading price of our common stock, regardless of whether the Merger is completed. These risks include, but are not limited to:

Current report

An adverse effect on our relationships with business partners, customers and employees, including if our business partners, customers or others attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during the pendency of the Merger;

Current report

Being subject to certain restrictions on the conduct of our business without Parent’s prior written consent;

Current report

Difficulties attracting and retaining key employees.

Current report

The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or by termination of the Merger Agreement. Even if successfully completed, there are certain risks to our stockholders from the Merger, including:

Current report

The per-share price is fixed and will not be adjusted (other than for stock splits, stock dividends, reclassifications and similar changes with respect to our common stock) for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results, or in the event of any change in the market price of, analyst estimates of, or projections relating to our common stock;

Current report

The fact that the exchange of common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes; and

Current report

The fact that, if the Merger is completed, our stockholders will not participate in any future growth potential or benefit from any future increase in our value.

Current report

Failure to complete the Merger could adversely affect our business and the price of our shares of common stock.

Current report

The closing of the Merger may not occur on the expected timeline or at all. The Merger Agreement contains certain customary termination rights for us and Parent, including, among others: (i) if the Merger is not consummated on or before April 14, 2027; (ii) if the requisite stockholder approval is not obtained at a meeting of Company stockholders (or any adjournment or postponement thereof) at which a vote is taken on the Merger; (iii) if the other party breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Merger to not be satisfied and fails to cure such breach within the applicable cure period; (iv) if any law, order or judgment prohibiting the Merger has become final and non-appealable; or (v) by mutual written agreement of Parent and the Company. If the Merger Agreement is terminated and the Merger is not consummated, the price of our common stock may decline, we may experience negative reactions from the financial markets, including adverse stock price impacts, or from our vendors, customers and other business partners, and our stockholders may not recover their investment or receive a price for their shares of common stock similar to what has been offered as a result of the Merger.

Current report

If the Merger Agreement is terminated under certain circumstances set forth in the Merger Agreement, including as a result of the Company’s entry into a definitive agreement related to an alternative business combination transaction providing for a superior proposal (as defined in the Merger Agreement), the Company will be required to pay Parent a termination fee of $149.52 million. If the Company is required to pay this termination fee, such fee, together with costs incurred to negotiate the Merger Agreement and pursue the Merger, could have a material adverse effect on the Company’s liquidity, financial condition and results of operations.

Current report

In addition, although Parent has represented that the proceeds of its financing, when funded, will be sufficient to consummate the Merger, if Parent fails to fund the equity financing or close on the debt or preferred equity financing contemplated by the Merger Agreement and thereby fails to have sufficient funds to consummate the Merger, we may be forced to pursue costly litigation to obtain payment of the termination fee of approximately $313.99 million that Parent would be required to pay us in that circumstance or pursue specific performance of the Merger Agreement and compel Parent to close, and we may be unable to obtain adequate relief.

Current report

The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger.

Current report

Under the Merger Agreement, we are also subject to “no-shop” provisions which prohibit us from soliciting, initiating,

Current report

proposing or engaging in discussions or negotiations with respect to any alternative business combination transaction, except in limited circumstances to comply with our fiduciary duties. As described above, we are also required to pay a termination fee if we decide to pursue an alternative to the Merger. These provisions could discourage a third party that may otherwise have an interest in acquiring all or a significant part of our business from considering or proposing an acquisition, even if such third party were prepared to pay consideration with a higher value than that provided for in the Merger Agreement.

Current report

Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business until the earlier of the consummation of the Merger and the termination of the Merger Agreement. We have agreed to use commercially reasonable efforts to conduct our business in all material respects in the ordinary course of business and, unless approved by Parent in writing, to refrain from, among other things, incurring certain debt; entering into certain material contracts; selling or transferring rights in owned real property; entering into, adopting, amending, modifying or terminating any Company employee benefit plan; increasing the compensation or employee benefits of any director or officer outside the ordinary course of business; paying dividends; settling certain legal proceedings; changing our methods, principles or practices of financial accounting, except as required by GAAP or applicable law; and incurring certain capital expenditures. Because of these restrictions, we may be prevented from undertaking certain actions with respect to the conduct of our business that we might otherwise have taken if not for the Merger Agreement.

Current report

We and our directors may be subject to litigation challenging the Merger, and an unfavorable judgment or ruling in any such lawsuit could prevent or delay the consummation of the Merger and/or result in substantial costs.

Current report

Putative stockholder complaints, including stockholder class action complaints and other demands that may be made against us or complaints that may be filed against us, our board of directors, parties involved in the Merger and others in connection with the transactions contemplated by the Merger Agreement, may delay or prevent the consummation of the Merger. The outcome of any such demands and complaints or any litigation is uncertain, and we may not be successful in defending against these claims. Whether or not any claims are successful, these types of demands and litigation could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, and otherwise adversely affect our business, results of operations and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may exacerbate the other risks described herein and adversely affect our business, operating results and financial condition.