CCC Intelligent Solutions Holdings Inc.

ORGANIZATION AND NATURE OF OPERATIONS

CCC Intelligent Solutions Holdings Inc. (the “Company”), a Delaware corporation, is a leading software as a service (“SaaS”) and artificial intelligence (“AI”) platform provider for the multi-trillion-dollar insurance economy powering operations for insurers, repairers, automakers, part suppliers, and more. CCC’s cloud technology connects businesses digitizing mission-critical workflows, commerce and customer experiences.

The Company’s cloud-based SaaS platform connects trading partners, facilitates commerce, and supports mission-critical, AI enabled digital workflows.

The Company is headquartered in Chicago, Illinois. The Company’s primary operations are in the United States (“U.S.”) and it also has operations in China.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presenta tion—The condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025, the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2026 and 2025, the condensed consolidated statements of mezzanine equity and stockholders’ equity for the three and nine months ended September 30, 2026 and 2025, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2026 and 2025 have been prepared by the Company and have not been audited. In the opinion of management, all adjustments (which include only normal recurring adjustments except where disclosed) necessary for the fair presentation of the financial position, results of operations and cash flows have been made. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or any future period.

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (“SEC”). The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, the condensed consolidated financial statements may not include all the information and footnotes necessary for a complete presentation of the Company’s financial position, results of operations or cash flows. These condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the significant accounting policies since December 31, 2025.

Basis of Accounting—The accompanying condensed consolidated financial statements are prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements include 100% of the accounts of wholly-owned and majority-owned subsidiaries. The ownership interest of the minority investor as of December 31, 2024 is recorded as a non-controlling interest in CCCIS Cayman Holdings Limited (“CCC Cayman”), the parent of the Company’s China operations.

Use of Estimates—The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts, and the disclosures of contingent amounts, in the Company’s condensed consolidated financial statements and the accompanying notes. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Although the Company regularly assesses its estimates, actual results could differ from management’s estimates if past experience or other assumptions are not substantially accurate. Changes in estimates are recorded in the period in which they become known. Significant estimates in these condensed consolidated financial statements include the estimation of contract transaction prices, the determination of the amortization period for contract assets, the valuation of goodwill and intangible assets, and the estimates and assumptions associated with stock incentive plans.

Recently Issued Accounting Pronouncements—In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2025-06, Intangibles-Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. Among other things, this update removes the accounting consideration of software project development stages, and requires an entity to start capitalizing software costs when management has authorized and committed to funding the software project, and it is probable that the project will be completed and used to perform its intended function. The guidance can be applied on a prospective basis, modified basis, or retrospective basis. The amendments in this update are effective for fiscal years beginning after December 15, 2027, and interim periods in those fiscal years. The Company is evaluating the impact of the adoption of ASU 2025-06 to its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires new disclosures aimed at enhancing transparency in financial reporting by requiring disaggregation of specific expense captions within the statement of operations. Under the update, entities are required to disclose a breakdown of certain expense categories, such as: employee compensation; depreciation; amortization, and other material components. This ASU is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the disclosure requirements related to this update.

There have been no other recent accounting pronouncements or changes in accounting pronouncements that are of significance or potential significance to us.

BUSINESS ACQUISITION

EvolutionIQ

On January 6, 2025, the Company completed its acquisition of EvolutionIQ, Inc. (“EvolutionIQ”), a privately held provider of AI-driven solutions for disability and injury claims management, for total consideration of $674.3 million. Refer to Note 3, “Business Acquisition,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for additional details, including the final purchase price allocation.

The acquisition was accounted for as a business combination in accordance with Accounting Standard Codification 805. The purchase price allocation was finalized during the quarter ended December 31, 2025. The transaction resulted in the recognition of $537.8 million of goodwill and $167.9 million of identifiable intangible assets (consisting of acquired technology, customer relationships, and a trademark), which remain unchanged from year-end 2025. Goodwill and intangible assets are not deductible for tax purposes.

In accordance with the acquisition agreement, $8.9 million of the purchase price was held in escrow for post-closing adjustments and indemnity holdbacks. During 2025, the purchase price adjustment escrow was settled, with $2.6 million paid to the sellers and $4.7 million returned to the Company (reducing the purchase consideration and related goodwill). As of September 30, 2026, the remaining escrow for general indemnity was $1.6 million, unchanged from December 31, 2025, and subject to release within 36 months of the closing date, pending any indemnity claims. Additionally, during the first quarter of 2026, the $3.2 million option holdback related to certain unvested EvolutionIQ stock options was settled, with the Company retaining $3.1 million in cash and returning $0.1 million to the selling shareholders, consistent with the terms of the acquisition agreement.

No business combinations were completed during the three and nine months ended September 30, 2026.

REvenue

Disaggregation of Revenue—The Company provides disaggregation of revenue based on type of service as it believes these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

The following table summarizes revenue by type of service for thethree and nine months ended September 30, 2026 and 2025 (in thousands):

Transaction Price Allocated to the Remaining Performance Obligations—Remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of September 30, 2026, approximately $1,808 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $806 million during the following twelve months, and approximately $1,002 million thereafter. The estimated revenues do not include unexercised contract renewals. The remaining performance obligations exclude future transaction revenue where revenue is recognized as the services are rendered and in the amount to which the Company has the right to invoice.

Deferred Revenue—Revenue recognized for the three months ended September 30, 2026 from amounts in deferred revenue as of June 30, 2026 was $57.9 million. Revenue recognized for the three months ended September 30, 2025 from amounts in deferred revenue as of June 30, 2025 was $54.9 million. Revenue recognized for the nine months ended September 30, 2026 from amounts in deferred revenue as of December 31, 2025 was $71.7 million. Revenue recognized for the nine months ended September 30, 2025 from amounts in deferred revenue as of December 31, 2024 was $43.6 million.

Contract Assets and Liabilities—The opening and closing balances of the Company’s receivables, contract assets and contract liabilities from contracts with customers are as follows (in thousands):

FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Interest Rate Swaps—In February 2025, the Company entered into three interest rate swap agreements to reduce its exposure to variability from future cash flows resulting from interest rate risk related to its floating rate long-term debt (see Note 14). The fair value of the interest rate swap agreements was estimated using inputs that were observable or that could be corroborated by observable market data and therefore was classified within Level 2 of the fair value hierarchy as of September 30, 2026.

The Company does not designate its interest rate swap agreements as hedging instruments and records the changes in fair value within other income (expense)-net on the condensed consolidated statements of operations and comprehensive income (loss). As of September 30, 2026, the Company's interest rate swap agreements were in asset positions, with a total fair value of $2.6 million recorded within other current assets in the accompanying condensed consolidated balance sheet as of September 30, 2026.

The following table presents the fair value of the assets measured at fair value on a recurring basis at September 30, 2026 (in thousands):

The following table presents the fair value of the liabilities measured at fair value on a recurring basis at December 31, 2025 (in thousands):

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis—The Company has assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis. These assets include those associated with acquired businesses, including goodwill and other intangible assets. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired.

The Company didnot recognize any impairment charges related to these assets during thethree and nine months ended September 30, 2026 and 2025.

Fair Value of Other Financial Instruments—The following table presents the carrying amounts, net of debt discount, and estimated fair values of the Company’s financial instruments that are not recorded at fair value on the condensed consolidated balance sheets (in thousands):

The fair value of the Company’s long-term debt, including current maturities, was estimated based on the quoted market prices for the same or similar instruments and fluctuates with changes in applicable interest rates among other factors. The fair value of long-term debt is classified as a Level 2 measurement in the fair value hierarchy and is established based on observable inputs in less active markets.

INCOME TAXES

The Company recognized an income tax provision of $9.7 million and $15.4 million for the three months ended September 30, 2026 and 2025, respectively. The income tax provision for the three months ended September 30, 2026 was primarily due to the Company’s pre-tax book income, as well as the tax impact related to stock-based compensation expense, partially offset by the tax impact related to estimated research and development credits. The income tax provision for the three months ended September 30, 2025 was primarily due to the Company's pre-tax book income, as well as the tax impact related to stock-based compensation expense, partially offset by the tax impact related to estimated research and development credits.

The Company recognized an income tax provision of $37.5 million and an income taxbenefit of $5.1 million for the nine months ended September 30, 2026 and 2025, respectively. The income tax provision for the nine months ended September 30, 2026 was primarily due to the Company’s pre-tax book income, as well as the tax impact related to stock-based compensation expense. The income tax benefit for the nine months ended September 30, 2025 was primarily due to the Company's pre-tax book loss, as well as the tax rate impact of non-deductible stock-based compensation.

The Company made income tax payments of $7.3 million and $0.3 million during thethree months ended September 30, 2026 and 2025, respectively. The Company received negligible refunds during the three months ended September 30, 2026 and refunds of $0.7 million from various states during the three months ended September 30, 2025.

The Company made income tax payments of $12.4 million and $27.6 million during thenine months ended September 30, 2026 and 2025, respectively. The Company received a federal refund of $2.9 million and refunds of $0.4 million from various states during thenine months ended September 30, 2026 and received refunds of $1.4 million from various states during thenine months ended September 30, 2025.

As of September 30, 2026, unrecognized tax benefits were materially consistent with the amount as of December 31, 2025. The Company believes its liability for unrecognized tax benefits, excluding interest and penalties, will not materially change over the following twelve months.

accounts receivable

Accounts receivable—Net as of September 30, 2026 and December 31, 2025, consists of the following (in thousands):

As of September 30, 2026, no customers accounted for 10% or greater of accounts receivable—Net. As of December 31, 2025, one customer accounted for 11% of accounts receivable—Net.

Changes to the allowance for credit losses and sales reserves during thethree and nine months ended September 30, 2026 and 2025 consist of the following (in thousands):

OTHER CURRENT ASSETS

Other current assets as of September 30, 2026 and December 31, 2025 consists of the following (in thousands):

SOFTWARE, EQUIPMENT, AND PROPERTY

Software, equipment, and property as of September 30, 2026 and December 31, 2025 consists of the following (in thousands):

Depreciation and amortization expense related to software, equipment and property was $14.8 million and $17.0 millionfor the three months ended September 30, 2026 and 2025, respectively. Depreciation and amortization expense related to software, equipment and property was $42.1 million and $44.4 million for the nine months ended September 30, 2026 and 2025, respectively.

LEASES

The Company leases real estate in the form of office space and data center facilities. Generally, at the inception of the contract, the term for real estate leases ranges from 2 to 17 years and the term for equipment leases is 1 to 3 years. Some real estate leases include options to renew that can extend the original term by 3 to 5 years.

The components of lease expense for thethree and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

During the nine months ended September 30, 2026 and 2025, the Company made cash payments for operating leases of$6.2 million and$6.9 million, respectively.

During the three months ended September 30, 2026, the Company did not recognize any operating lease right-of-use assets in exchange for lease liabilities. During the nine months ended September 30, 2026, the Company recognized operating lease right‑of‑use assets in exchange for lease liabilities of $0.2 million. During the three months ended September 30, 2025, the Company obtained operating lease assets in exchange for lease liabilities of $0.3 million. During the nine months ended September 30, 2025, the Company obtained operating lease assets in exchange for lease liabilities of $9.1 million, which includes$8.8 million of operating lease asset in connection with the acquisition of EvolutionIQ.

GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets are primarily the result of business acquisitions.

The Company performs its annual impairment assessment of goodwill and indefinite life intangible assets as of November 30 of each year.

No impairments to goodwill or indefinite life intangible assets were recorded during thethree and nine months ended September 30, 2026.

The following table presents the gross amount, accumulated impairment loss and carrying amount of goodwill as of September 30, 2026 and December 31, 2025.

The accumulated impairment loss is due to impairment charges of $77.4 million and $25.8 million recognized during the years ended December 31, 2023 and December 31, 2019, respectively.

There were no changes in the carrying amount of goodwill during the three and nine months ended September 30, 2026.

Intangible Assets—No intangible asset impairments were recorded during thethree and nine months ended September 30, 2026.

The intangible assets balance as of September 30, 2026 is reflected below (in thousands):

The intangible assets balance as of December 31, 2025 is reflected below (in thousands):

Amortization expense for intangible assets was $22.9 million and $22.9 million for thethree months ended September 30, 2026 and 2025, respectively. Amortization expense for intangible assets was $68.6 million and $68.6 million for the nine months ended September 30, 2026 and 2025, respectively.

Future amortization expense for the remainder of the year ended December 31, 2026 and the following four years ended December 31 and thereafter for intangible assets as of September 30, 2026 is as follows (in thousands):

ACCRUED EXPENSES

Accrued expenses as of September 30, 2026 and December 31, 2025 consists of the following (in thousands):

OTHER LIABILITIES

Other liabilities as of September 30, 2026 and December 31, 2025 consists of the following (in thousands):

LONG-TERM DEBT

On September 21, 2021, CCC Intelligent Solutions Inc., the Company’s operating subsidiary, entered into a credit agreement (as amended, the “2021 Credit Agreement”). Refer to Note 15, “Long-Term Debt,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a full description of the 2021 Credit Agreement (including detailed terms and amendments). The Company’s long-term debt comprises a senior secured term loan (the “Term Loan”) and a revolving credit facility (the “2021 Revolving Credit Facility”) under the 2021 Credit Agreement.

Term Loan and Revolving Credit Facility – At September 30, 2026, the Term Loan had an outstanding principal balance of$1,281.2 million (with $13.0 million classified as current), compared to $1,291.0 million at December 31, 2025. The Term Loan matures on January 23, 2032 and requires quarterly principal payments of $3.3 million through December 31, 2031, with the remaining balance due at maturity. No amounts were drawn on the $250.0 million 2021 Revolving Credit Facility as of September 30, 2026. The 2021 Revolving Credit Facility matures on September 23, 2029 (subject to a springing maturity on June 22, 2028 if more than $234.0 million of Term Loan remains outstanding at that date).

As of September 30, 2026, the Companyhad $1.0 million of outstanding standby letters of credit, which reduced the available borrowing capacity under the 2021 Revolving Credit Facility to $249.0 million. As of September 30, 2026, and December 31, 2025, $249.0 million and $248.9 million were available to be borrowed, respectively, under the 2021 Revolving Credit Facility.

Interest Rates – Borrowings under the 2021 Credit Agreement bear interest at variable rates (Term Secured Overnight Financing Rate ("SOFR") or base rate) plus an applicable margin. Under the 2021 Credit Agreement’s current terms, the Term Loan interest margin is 2.00% for SOFR-based loans (1.00% for base rate loans), with a potential 0.25% margin reduction if the Company’s first lien debt credit ratings reach specified thresholds (BB-/Ba3 or better). A quarterly commitment fee of up to 0.50% applies to unused commitments under the 2021 Revolving Credit Facility.

During the three months ended September 30, 2026 and 2025, the weighted-average interest rate on the outstanding borrowings under the Term Loan was 5.8%and 6.4%, respectively.

During the nine months ended September 30, 2026 and 2025, the weighted-average interest rate on the outstanding borrowings under the Term Loan was 5.8%and 6.3%, respectively.

Collateral and Covenants – The Term Loan and Revolving Credit Facility are senior secured obligations, guaranteed by the Cypress Intermediate Holdings II, LLC, and certain of the Company's other U.S. subsidiaries, and secured by first-priority liens on the equity of CCC Intelligent Solutions Inc. and substantially all of its assets (subject to customary exceptions). The 2021 Credit Agreement contains customary affirmative and negative covenants (including limitations on additional debt, liens, mergers, dividends, and investments) and a financial covenant requiring that if Revolver borrowings exceed 35% ofthe aggregate commitments of the Company, the leverage ratio of CCC Intelligent Solutions Inc. and certain of its subsidiaries cannot exceed 6.25 to 1.00. Revolver borrowings did not exceed this threshold as of September 30, 2026, and the Company was in compliance with all financial covenants.

Long-term debt as of September 30, 2026 and December 31, 2025, consists of the following (in thousands):

Interest Rate Swaps – The Company utilizes interest rate swap agreements to hedge a portion of its floating-rate debt. These swaps (not designated as hedges for accounting purposes) effectively fix the interest rate on a $750.0 million notional amount of the Term Loan at approximately 3.94% through July 31, 2027. As of September 30, 2026, the Company's interest rate swap agreements were in asset positions, with a total fair value of $2.6 million recorded within other current assets in the accompanying condensed consolidated balance sheet as of September 30, 2026(Level 2 measurement - Refer to Note 5). Changes in swap fair value are recorded in earnings, and the Company paid swap settlements of $0.5 million and $1.5 million during the three and nine months ended September 30, 2026, respectively, recorded in other income (expense)—net.

REDEEMABLE NON-CONTROLLING INTEREST

For additional information regarding the Series A Preferred Stock issued by CCCIS Cayman Holdings Limited, an indirect majority owned subsidiary of the Company and parent of the Company's China subsidiaries (“CCC Cayman”), including the terms of the related stock purchase agreements and redemption features, see “Note 17. Redeemable Non-Controlling Interest” of our Annual Report on Form 10-K for the year ended December 31, 2025.

On March 17, 2025, the Company received a notice of redemption under the Series A Preferred Stock purchase agreement and related documents. Upon receipt of the notice, the Series A Preferred Stock became mandatorily redeemable and payable by CCC Cayman, without recourse to the Company, and was no longer presented within mezzanine equity as a redeemable non-controlling interest.

As of September 30, 2026, no redeemable non-controlling interest was outstanding. The related obligation is presented as a note payable to minority investor by CCC Cayman and without recourse to the Company within current liabilities on the Company’s condensed consolidated balance sheet. See Note 16 for additional information.

There wasno accretion of redeemable non-controlling interest during the three and nine months ended September 30, 2026. During the nine months ended September 30, 2025, the Company recorded $1.3 million of accretion and reclassified $23.0 million from redeemable non-controlling interest to note payable to minority investor upon receipt of the redemption notice.

NOTE PAYABLE TO MINORITY INVESTOR

In connection with the notice of redemption of the Series A Preferred Stock of CCC Cayman and in accordance with the provisions of the Series A Preferred Stock purchase agreement and related documents (see Note 15), on May 16, 2025, CCC Cayman issued a promissory note (the “Promissory Note”) to the holder of the Series A Preferred Stock of CCC Cayman. The obligors under the Promissory Note are CCC Cayman and its subsidiaries, without recourse to the Company.

The Promissory Note had an initial principal amount outstanding of $23.4 million, which included accrued interest of $0.4 million. The Promissory Note accrues interest at a rate of 12.0% per annum, compounded daily. All accrued interest is payable in kind and added to the outstanding principal amount. During the three and nine months ended September 30, 2026, the Company recognized $0.8 million and $2.4 million of interest expense on the Promissory Note, respectively.

The Promissory Note’s maturity date is defined as the date CCC Cayman has available funds and assets, as defined in the Series A Preferred Stock purchase agreement and related documents, that are available and sufficient to pay in full the redemption price for the holder's shares of Series A Preferred Stock. The Promissory Note allows for CCC Cayman to prepay, in whole or in part, any outstanding principal or interest prior to the maturity date without penalty.

As of September 30, 2026, the total amount outstanding under the Promissory Note was $27.6 million.

CAPITAL STOCK

Preferred Stock—The Company is authorized to issue up to 100,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2026, there wereno shares of preferred stock issued or outstanding.

Common Stock—The Company is authorized to issue up to 5,000,000,000 shares of common stock with a par value of $0.0001 per share. Each holder of common stock is entitled toone vote for each share of common stock held of record by such holder on all matters voted upon by the stockholders, subject to the restrictions set out in the Company’s certificate of incorporation. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. Upon a liquidation event, subject to the rights of the holders of any preferred stock issued and outstanding at such time, any distribution shall be made on a pro rata basis to the common stockholders.

There were 590,525,042 and 605,449,050 shares of common stock issued and outstanding as of September 30, 2026 and December 31, 2025, respectively.

Restricted Common Stock—As part of the acquisition of EvolutionIQ in January 2025 (see Note 3), the Company issued 10,356,096 restricted shares of common stock, subject to re-vesting conditions. The restricted shares have service-based vesting conditions and vest annually over two years. As of September 30, 2026, 5,178,048 restricted shares remain unvested. The fair value of the restricted shares at the acquisition date was $118.2 million, of which $71.5 million was included as purchase consideration and the remaining $46.7 million will be recognized as stock-based compensation expense over the vesting period.

Secondary Offerings and Stock Repurchase—There were no secondary offerings during the three and nine months ended September 30, 2026.

In March 2025, a secondary offering was completed and 7,000,000 shares of common stock were repurchased by the Company for an aggregate price of $72.3 million. The shares repurchased by the Company were formally retired. The excess purchase price over par value was charged directly to accumulated deficit. In connection with the secondary offering, the Company incurred costs of $0.2 million and $0.5 million during thethree and nine months ended September 30, 2025, included within general and administrative expenses on the condensed consolidated statement of operations and comprehensive income (loss).

Share Repurchase Program—In December 2025, the Company’s board of directors authorized the repurchase of up to $500.0 million of the Company’s outstanding shares of common stock (the“2025 Share Repurchase Program”). Under the 2025 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchases, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, in accordance with applicable securities laws and other restrictions. The 2025 Repurchase Program does not obligate the Company to repurchase any amount of common stock. The specific timing and amount of repurchases may vary based on available capital resources, market conditions, management’s discretion, security laws limitations, and other factors.

In March 2026,16,565,982 shares of common stock were repurchased by the Company under the 2025 Share Repurchase Program for an aggregate price of$100.0 million and were formally retired with the excess purchase price over par value charged directly to accumulated deficit. There wereno shares repurchased during the three months ended September 30, 2026. As of September 30, 2026, the Company has$100.0 million available to purchase under the 2025 Share Repurchase Program. Under the terms of the Merger Agreement (as defined in Note 25), during the period from the execution of the Merger Agreement until the earlier of the effective time of the Merger or termination of the Merger Agreement, the Company is not permitted to redeem, repurchase or otherwise acquire any of its capital stock without the prior written consent of Parent (as defined in Note 25) (which consent may not be unreasonably withheld, conditioned or delayed), subject to certain exceptions. See Note 25, Subsequent Events, for further discussion of the Merger Agreement.

In December 2024, the Company’s board of directors authorized the repurchase of up to $300.0 million of the Company’s outstanding shares of common stock (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, the Company was authorized to repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchases, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the

Securities Exchange Act of 1934, in accordance with applicable securities laws and other restrictions. The 2024 Repurchase Program did not obligate the Company to repurchase any amount of common stock.

During the three months ended September 30, 2025, the Company repurchased 4,779,310 shares for an aggregate purchase price of $44.9 million under the 2024 Share Repurchase Program. During the nine months ended September 30, 2025, the Company repurchased 22,767,637 shares for an aggregate purchase price of $217.2 million under the 2024 Share Repurchase Program. During the three and nine months ended September 30, 2025, the Company incurred $0.1 million and $0.3 million, respectively, of fees directly related to the repurchase of shares. The remaining authorization of the 2024 Share Repurchase Program was utilized through subsequent share repurchases which occurred during the year ended December 31, 2025.

Accelerated Share Repurchase Transaction—On December 12, 2025, the Company entered into an accelerated share repurchase (“ASR”) transaction with a third-party financial institution to repurchase $300.0 million of its common stock under the 2025 Share Repurchase Program. At inception, the Company paid the financial institution using proceeds from the Fifth Amendment and cash on hand and received an initial delivery of 33,240,998 shares, which were immediately retired. The shares received were equal to 80% of the prepayment amount based on the closing price of the common stock on December 11, 2025 of $7.22 per share. The ASR was accounted for as two separate transactions: a treasury stock transaction for shares received and retired and an equity-classified forward contract indexed to the Company’s common stock. The initial repurchase of shares under the agreement resulted in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

On February 27, 2026, the Company received a final delivery of 9,606,474 shares of its common stock with a fair value of approximately $60.0 million, representing the final settlement of the ASR agreement. The shares received upon final settlement were immediately retired.

STOCK INCENTIVE PLANS

In July 2021, the 2021 Equity Incentive Plan (the “2021 Plan”) was adopted and approved by the Company’s board of directors and stockholders.

Restricted Stock Units and Restricted Stock Awards—The table below summarizes the restricted stock unit (“RSU”) and restricted stock award (“RSA”) activity for the nine months ended September 30, 2026:

In connection with the acquisition of EvolutionIQ (see Note 3), the Company granted 792,174 RSAs thatare subject to service conditions and 27,687 remain unvested as of September 30, 2026.

During the nine months ended September 30, 2026, the Company granted 14,073,585 RSUs. Of the RSUs granted during thenine months ended September 30, 2026,12,458,088 have time-based vesting requirements, and 1,615,497 have performance-based vesting requirements. The performance-based awards granted during thenine months ended September 30, 2026, include both a performance and a market condition. The grant date fair value of the performance-based awards with a market condition is estimated on the date of grant using the Monte Carlo simulation model.

During the nine months ended September 30, 2026,10,525,543 RSUs vested, of which 2,980,201 were withheld for employee tax obligations.

Stock Options—The table below summarizes the stock option activity for thenine months ended September 30, 2026:

The fair value of the options which vested during the nine months ended September 30, 2026 was $0.5 million.

Cayman Equity Incentive Plan—In December 2022, the Company adopted the CCCIS Cayman Holdings Employees Equity Incentive Plans (“Cayman Incentive Plans”), which provide for the issuance of stock option awards in CCC Cayman (“Cayman Awards”) to eligible employees of the Company’s China subsidiaries.

Awards under the Cayman Incentive Plans are settled in cash and thus accounted for as liability awards. Awards granted under the Cayman Incentive Plans have time-based vesting and expire on the tenth anniversary of the grant date.

There wereno stock options under the Cayman Incentive Plans granted during thenine months ended September 30, 2026. The exercise price of the options granted is equal to the fair value of the underlying shares at the grant date. As of September 30, 2026 and December 31, 2025,2,275,281 and 2,355,400 stock options under the Cayman Incentive Plans are outstanding.

Employee Stock Purchase Plan—In July 2021, the Company adopted the CCC 2021 Employee Stock Purchase Plan (“ESPP”).

During the nine months ended September 30, 2026, 886,333 shares were sold under the ESPP.

The fair value of the ESPP purchase rights sold duringthe nine months ended September 30, 2026 was estimated using the Black-Scholes option pricing model with the following assumptions:

Stock-Based Compensation—Stock-based compensation expense has been recorded in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows for the three and nine months ended September 30, 2026 and 2025 (in thousands):

As of September 30, 2026, there was $131 million of unrecognized stock compensation expense related to unvested time-based awards which is expected to be recognized over a weighted-average period of 1.9 years. As of September 30, 2026, there was $16.4 million of unrecognized stock-based compensation expense related to unvested performance-based awards which is expected to be recognized over a weighted-average period of 2.1 years.

COMMITMENTS

Purchase Obligations—The Company has long-term agreements with suppliers and other parties related to licensing data used in its services, outsourced data center, disaster recovery and SaaS that expire at various dates through 2031. As of September 30, 2026, there were no material changes from the amounts disclosed as of December 31, 2025.

Guarantees—The Company’s services and solutions are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and substantially in accordance with the Company’s services and solutions documentation under normal use and circumstances. The Company’s services and solutions are generally warranted to be performed in a professional manner and to materially conform to the specifications set forth in the related customer contract. The Company’s arrangements also include certain provisions for indemnifying customers against liabilities if its services and solutions infringe a third party’s intellectual property rights.

To date, the Company has not incurred any material costs as a result of such indemnifications or commitments and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements.

Employment Agreements—The Company is a party to employment agreements with key employees that provide for compensation and certain other benefits. These agreements also provide for severance and bonus payments under certain circumstances.

LEGAL PROCEEDINGS AND CONTINGENCIES

In the ordinary course of business, the Company is from time to time, involved in various pending or threatened legal actions. The litigation process is inherently uncertain, and it is possible that the resolution of such matters might have a material adverse effect upon the Company’s consolidated financial condition and/or results of operations. The Company’s management believes, based on current information, matters currently pending or threatened are not expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.

ReLATED PARTIES

The Company has engaged in transactions within the ordinary course of business with entities affiliated with its principal equity owners and directors.

The following table summarizes revenues recognized and expenses incurred with entities affiliated with one of its principal equity owners and directors for thethree and nine months ended September 30, 2026 and 2025 (in thousands):

^ Not a related party during the three and nine months ended September 30.

As of September 30, 2026 and 2025, all receivables and payables from related parties were de minimis.

OTHER INCOME (EXPENSE)—NET

Other income (expense)—Net consists of the following (in thousands):

NET INCOME (LOSS) PER SHARE

The Company calculates basic earnings per share by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The diluted earnings per share is computed by assuming the exercise, settlement and vesting of all potential dilutive common stock equivalents outstanding for the period using the treasury stock method. The Company excludes common stock equivalent shares from the calculation if their effect is anti-dilutive. In a period where the Company is in a net loss position, the diluted loss per share is calculated using the basic share count.

The following table sets forth a reconciliation of the numerator and denominator used to compute basic and diluted earnings per share of common stock (in thousands, except for share and per share data).

10,044,406 and 26,385,228 common stock equivalent shares were excluded from the computation of diluted per share amounts for thethree months ended September 30, 2026 and 2025, respectively, because their effect was anti-dilutive.

12,373,389 and 28,796,872 common stock equivalent shares were excluded from the computation of diluted per share amounts for thenine months ended September 30, 2026 and 2025, respectively, because their effect was anti-dilutive.

With respect to the July 30, 2021 business combination involving Dragoneer Growth Opportunities Corp. and Cypress Holdings Inc., pursuant to which Dragoneer changed its name to CCC Intelligent Solutions Holdings Inc. (the “2021 Business Combination”), see “Note 19. Capital Stock” of our Annual Report on Form 10-K for the year ended December 31, 2025. As part of the 2021 Business Combination,8,625,000 shares issued and held by Dragoneer (the“Sponsor Vesting Shares”) became non-transferable and subject to forfeiture on the tenth anniversary of the closing of the 2021 Business Combination if neither of the defined triggering events has occurred. The Sponsor Vesting Shares are issued and outstanding during the three and nine months ended September 30, 2026 and 2025 and excluded from the weighted average number of shares of common stock outstanding until the vesting requirement is met and the restriction is removed.

SEGMENT INFORMATION and information about geographic areas

The Company organizes its segments around its operations by geographic region and operates inone reportable segment (the “Domestic Segment”). The Domestic Segment provides SaaS platforms for the insurance economy and derives revenues from providing customers with software subscriptions to the platforms in addition to providing professional services and non-software services. The accounting policies of the Domestic Segment are the same as those described in Note 2.

The Company does not have intra-entity sales or transfers.

The chief operating decision maker (“CODM”) of the Domestic Segment is the Company’schief executive officer. The CODM assesses performance for the Domestic Segment at the segment level and uses the segment’s performance when making strategic decisions on how to allocate resources and capital. In addition, the segment’s performance is used when reviewing actual financial performance against internal budgets and for establishing incentive compensation targets.

The CODM uses net income (loss) to evaluate income (loss) generated from operations in deciding whether to reinvest profits into the Domestic Segment or use for acquisitions, to pay dividends or repurchase outstanding shares of common stock. The CODM reviews financial information, including significant expenses, of the Domestic Segment on an adjusted basis, excluding certain items that may not be indicative of the Company’s recurring core business operations. This financial information reviewed by the CODM is accompanied by information about revenue by type of service and geographic region, for purposes of allocating resources and evaluating financial performance.

The Company’s financial information and performance measures used by the CODM do not include a metric or measure including segment assets and thus, no asset information is provided to the CODM for the purpose of making strategic decisions or allocating resources.

The following table presents the Company’s financial information about reported segment revenue, significant segment expenses, and the Company’s reconciliation of segment profit (loss) to condensed consolidated net income (loss) (in thousands):

(1) Represents revenue from an insignificant segment that does not meet the quantitative thresholds for determining reportable segments.

(2) Data licenses and royalties—adjusted expenses include third party costs for data licensing and royalty fees. Data licenses and royalties – adjusted excludes stock-based compensation expense and related employer payroll tax.

(3) Customer services—adjusted expenses include the costs to deliver services to customers, including software configuration, integration and implementation services and customer support activities. Customer services—adjusted excludes stock-based compensation expense and related employer payroll tax.

(4) Products and technology—adjusted expenses include costs related to the engineering, product management design and development of the Company’s solutions, and costs related to the Company’s hosting environments, support of production infrastructure, support of internal systems and infrastructure and IT security. Products and technology—adjusted excludes stock-based compensation expense and related employer payroll tax.

(5) Revenue enablement—adjusted expenses include costs for sales and marketing functions, including sales incentives, advertising costs, and event costs. Revenue enablement—adjusted excludes stock-based compensation expense and related employer payroll tax.

(6) General corporate and administrative—adjusted expenses include costs for our executive management and administrative employees, including finance and accounting, human resources, facilities and legal functions. Additional expenses include professional service fees, insurance premiums and other corporate expenses that are not allocated to the other adjusted expense categories. General corporate and administrative—adjusted excludes stock-based compensation expense and related employer payroll tax, litigation proceeds and litigation costs in which the Company is the plaintiff and related antitrust matters, costs associated with the acquisition and integration of completed and potential mergers and acquisitions, costs related to equity transactions, including secondary offerings and debt refinancing costs.

(7) Other segment items include stock-based compensation expense and related employer payroll taxes, as well as other items excluded from the significant segment expense categories and identified in the above descriptions, adjustments for capitalized labor costs incurred on internal development projects, and expenses of an insignificant segment that does not meet the quantitative thresholds for determining reporting segments.

(8) Significant non-cash items include changes in fair value of derivative instruments.

Revenues by geographic area, presented based upon the location of the customer are as follows (in thousands):

Software, equipment and property—Net by geographic area are as follows (in thousands):

SUBSEQUENT EVENTS

Agreement and Pending Merger— On October 14, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mozart Parent, LLC (“Parent”) and Mozart Merger Sub (DE), Inc., a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant 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.

At the effective time of the Merger, each issued and outstanding share of the Company’s common stock, other than certain excluded shares specified in the Merger Agreement, will be converted into the right to receive $7.75 in cash, without interest and subject to applicable withholding taxes. The Company’s board of directors unanimously approved the Merger Agreement, with respect to all directors present, and resolved to recommend that the Company’s stockholders adopt the Merger Agreement.

The consummation of the Merger is subject to customary closing conditions, including adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the absence of any law, injunction or order prohibiting the consummation of the Merger. The Merger is not subject to a financing condition and is expected to close in the first quarter of 2027. Upon completion of the Merger, the Company’s common stock will no longer be listed on The Nasdaq Stock Market LLC, and the Company will become a privately held company.