
CCC$7.61▼ 0.3%CCC never closed at $15. Its $7.75 sale would still pay out all 15 million earnout shares
CCC agreed to be sold to a GTCR-led group for $7.75 a share in cash, the company said Oct. 15. The merger agreement counts the sale as the trigger for shares CCC promised its pre-merger owners in 2021.
KeyVex News··6 min readFact-checked against 11 public records
KeyVex News··6 min readFact-checked against 11 public records
CCC$7.61▼ 0.3%Close, Oct. 16. Prices from Tiingo.Follow-upThis story follows our Oct. 12 report, A CCC sale could trigger 15 million shares, no price test. Adds CCC's Oct. 14 merger agreement, which treats the $7.75 sale as the trigger for the 15 million earnout shares and pays $7.75 for each.
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- In 2021, CCC promised its pre-merger owners 15 million more shares if its stock held $15 for 20 of 30 trading days, or if control of CCC changed hands. It never closed above $13.35.
- Instead, CCC agreed to a $7.75-a-share sale, and both sides wrote that it counts. If the deal closes, all 15 million are issued and each becomes $7.75 in cash: about $116 million.
- Up to about $77 million of that would go to funds of Advent International. They sold their last CCC shares in a November 2025 offering priced at $7.79, and kept their earnout right.
- The deal still needs, among other conditions, a yes vote from holders of most of CCC's shares, and antitrust clearance. The companies expect it to close in the first quarter of 2027.
The deal: CCC Intelligent Solutions agreed on Oct. 14 to be sold for $7.75 a share in cash to a group led by GTCR, a private equity firm, and including Elliott Investment Management.8-K CCC announced it before the market opened on Oct. 15.Release
The promise: When CCC went public in 2021, it promised its owners from before then 15 million more shares, called earnout shares. They were due if the stock held $15, or on a change of control, a test the 2021 deal set with no price in it.10-K424B3 It never closed above $13.35.Chart data KeyVex asked on Oct. 12 whether a sale would count. In the new agreement, CCC and the buyers "acknowledge and agree" that this sale is that change of control.Ex. 2.1
Why it matters: So if the deal closes, all 15 million shares are issued and each is converted into $7.75 in cash, about half the $15 price test: about $116 million, by KeyVex's math.Ex. 2.1 Up to about $77 million of it would go to funds of Advent International, which sold their last CCC shares in November 2025 in an offering priced at $7.79.13D/A8-K
CCC's stock since its 2021 mergerDaily close, Aug. 2, 2021 to Oct. 16, 2026 ▼ 24.4%Show chartHide chart
What the 2021 deal promised
CCC went public on July 30, 2021, by merging with Dragoneer Growth Opportunities, a blank-check company. That deal set aside the 15 million earnout shares. They were to be issued once the stock traded at $15.00 or more on 20 trading days in any 30, or on a change of control. If neither came within ten years, they would be forfeited.10-K
The stock never met the price test. Its highest close since the merger was $13.35, on Sept. 29, 2023, and it ranged from $4.22 to $8.55 in 2026, through Oct. 16.Chart data A second pool, 8,625,000 shares held by Dragoneer's sponsor, had a lower test: $13.00 for 20 of 30 trading days, or a change of control. Without either, those shares would have been forfeited in 2031.10-K
View the data
| Price per share | Note | |
|---|---|---|
| Every 2026 close (Jan. 2 to Oct. 16) | $4.22 to $8.55 | Low $4.22 on May 13, high $8.55 on Jan. 8 |
| Sale price (Oct. 14 merger agreement) | $7.75 | $7.75 a share in cash |
| Advent's offering price (Nov. 2025) | $7.79 | 37,342,526 shares offered to the public at $7.79; the underwriters paid Advent's funds $7.7621 a share (underwriting agreement, Nov. 5, 2025) |
| Sponsor-share test (2021 deal) | $13.00 | $13.00 for 20 of 30 trading days, or a change of control |
| Earnout test (2021 deal) | $15.00 | $15.00 for 20 of 30 trading days, or a change of control |
The band is every CCC close in 2026 through Oct. 16, as traded. Sources: CCC's merger agreement, Oct. 14, 2026; Form 10-K for 2025, Note 19; Form 8-K filed Nov. 10, 2025; Tiingo closes via KeyVex.
What the merger agreement says
The Parties acknowledge and agree that the Transactions constitute a “Change in Control” for all purposes of Sections 2.7(a) and 2.8 of the SPAC Merger Agreement, and in connection therewith, all Company Earnout Shares shall be treated as set forth in this Section 2.9.
Just before the merger takes effect, CCC is to issue "the maximum number" of earnout shares to the people entitled to them under the 2021 agreement. Each is then converted into the right to $7.75 in cash. The sponsor's 8,625,000 shares vest in full and are paid the same price.Ex. 2.1 CCC's capitalization in the agreement lists the 15 million as issuable, beside 590.7 million shares outstanding on Oct. 9.Ex. 2.1
Under the 2021 terms, 13.5 million of them go to CCC's shareholders from before the merger. The other 1.5 million go to people who held stock options then, subject to continued employment.10-K The new agreement pays the option holders' share in cash, through payroll.Ex. 2.1
Who would be paid for those shares
Advent International acquired CCC in 2017 and exited its investment in 2025, Reuters reported.Reuters Its funds sold their last 37.3 million shares in that November offering. The shares were offered to the public at $7.79; the underwriters paid Advent's funds $7.7621.8-KEx. 1.1 Advent's last ownership filing reports zero shares, and says three funds keep the right to "up to" 9,919,012 earnout shares.13D/A
Githesh Ramamurthy, CCC's chairman and chief executive, holds a right to about 1.2 million earnout shares, subject to adjustment, the April proxy statement shows. At $7.75, that is about $9.6 million.DEF 14A
Separately, Ramamurthy and Tim Welsh, CCC's president, signed agreements with Mozart Topco, an affiliate of the buyer. They agreed to vote their shares for the merger and to exchange some of their CCC shares for Topco equity just before closing.8-K CCC said its directors and executive officers may be considered participants in soliciting votes, and that the proxy statement will describe their interests.8-K
Dragoneer's sponsor was issued 8,625,000 vesting shares. The sale would pay about $67 million for them at $7.75. With the earnout, the sale would pay about $183 million on shares the 2021 deal tied to a $13 or $15 stock price, or to a change of control, by KeyVex's math.10-KEx. 2.1
What the sale would pay on shares tied to the 2021 price testsShow chartHide chart
View the data
| Holder | At $7.75 a share (KeyVex's math) | Note |
|---|---|---|
| Advent International funds (Up to 9,919,012 earnout shares) | $76.9M | "Up to" 9,919,012 shares, Schedule 13D/A filed Nov. 12, 2025, times $7.75 |
| Dragoneer's sponsor (8,625,000 shares that vest in full) | $66.8M | 8,625,000 shares, CCC Form 10-K for 2025, times $7.75 |
| Other earnout holders (KeyVex's math: the rest of 15,000,000) | $29.8M | 15,000,000 less Advent's 9,919,012 and Ramamurthy's 1,237,491, times $7.75 |
| Githesh Ramamurthy (1,237,491 earnout shares) | $9.6M | 1,237,491 shares, subject to adjustment, proxy statement filed April 7, 2026, times $7.75 |
Advent's figure is "up to" 9,919,012 shares (Schedule 13D/A, Nov. 12, 2025); Ramamurthy's 1,237,491 is "subject to adjustment" (proxy, April 7, 2026). "Other earnout holders" is the rest of the 15 million, including 1.5 million for former option holders. The sponsor's shares are already outstanding; the sale removes their forfeiture test.
The price, and CCC's buybacks since 2023
From November 2023 through March 2026, CCC spent about $1.03 billion buying back about 124 million of its own shares. That averages about $8.28 a share, by KeyVex's math from its 10-K and 10-Q.10-K10-Q That includes a $300 million buyback in December 2025 paid for with new loans and cash on hand.8-K10-K That average is above the $7.75 deal price.
The price is about 44% above CCC's close on July 9, the last trading day before reports of a possible sale, the company said. It put the deal's enterprise value, which counts debt as well as stock, at about $6.1 billion.Release CCC closed at $7.61 on Oct. 16, below the deal price.Chart data
How the buyer reads it
"CCC is a business where the stock price was much higher historically," said Nelson Iginla, a principal at GTCR, Reuters reported. Looking at the business itself, "the performance has been extremely strong," he said. Investors had been largely indiscriminate in selling software stocks, Iginla said, according to Reuters.Reuters
What still has to happen
Among other conditions, the merger needs a yes vote from holders of a majority of CCC's outstanding shares and the end of the federal antitrust waiting period. It is not subject to financing.8-K CCC would owe the buyer a $149.52 million fee in some cases, including if it ended the deal to take a better offer. The buyer would owe CCC $313.99 million in others, including if it failed to close once every condition was met. Either side can walk away if the deal has not closed by April 14, 2027.8-K
The companies expect to close in the first quarter of 2027.Release Until then, the earnout shares stay unissued: the agreement issues them only immediately before the merger takes effect.Ex. 2.1
What to watch
CCC reports third-quarter results, with no conference call because of the pending deal.
CCC's stockholder meeting to vote on the merger, announced with its proxy statement.
When the companies expect the deal to close.
Either side can end the agreement if the deal has not closed.
The paper trail
The filings this story relies on, with the time EDGAR accepted each one (Eastern).
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| Nov. 10, 2025, 4:30 p.m. | 8-K | CCC | Advent's funds sell all 37,342,526 remaining shares in an offering priced at $7.79; the underwriters pay them $7.7621 a share (Exhibit 1.1). |
| Nov. 12, 2025, 5:00 p.m. | 13D/A | Advent International | Zero shares. The right to up to 9,919,012 earnout shares "continues to be held." |
| Dec. 12, 2025, 8:35 a.m. | 8-K | CCC | $300 million of new loans and a $300 million accelerated buyback. |
| Feb. 24, 2026, 5:06 p.m. | 10-K | CCC | Annual report: the earnout and sponsor-share terms, and buybacks since 2023. |
| April 7, 2026, 8:30 a.m. | DEF 14A | CCC | Proxy statement: Ramamurthy's right to 1,237,491 earnout shares. |
| July 30, 2026 | 10-Q | CCC | Second-quarter report: the March 2026 buyback and the shares outstanding. |
| Oct. 15, 2026, 8:16 a.m. | 8-K | CCC | The merger agreement at $7.75 a share, the termination fees and the rollover agreements, with the agreement as Exhibit 2.1 and the release as Exhibit 99.1. |
Related coverage
Sources
14 sources, 11 of them public records
Public records
- CCC Intelligent Solutions Holdings Inc., Form 8-K (merger agreement)SEC EDGAR · Oct. 15, 2026
- Agreement and Plan of Merger among Mozart Parent, LLC, Mozart Merger Sub (DE), Inc. and CCC, Form 8-K Exhibit 2.1SEC EDGAR · Oct. 14, 2026 (filed Oct. 15)
- "CCC Intelligent Solutions Signs Definitive Agreement to Be Acquired by GTCR and Elliott", Form 8-K Exhibit 99.1SEC EDGAR · Oct. 15, 2026
- CCC Intelligent Solutions Holdings Inc., Form 10-K for 2025SEC EDGAR · Feb. 24, 2026
- CCC Intelligent Solutions Holdings Inc., Form 10-Q for the quarter ended June 30, 2026SEC EDGAR · July 30, 2026
- CCC Intelligent Solutions Holdings Inc., definitive proxy statement (DEF 14A)SEC EDGAR · April 7, 2026
- Advent International, Schedule 13D/A (Amendment No. 11) on CCCSEC EDGAR · Nov. 12, 2025
- CCC Intelligent Solutions Holdings Inc., Form 8-K (secondary offering by Advent funds)SEC EDGAR · Nov. 10, 2025
- Underwriting agreement for the sale of CCC shares by Advent funds, Form 8-K Exhibit 1.1SEC EDGAR · Nov. 5, 2025 (filed Nov. 10)
- CCC Intelligent Solutions Holdings Inc., Form 8-K (incremental term loans and accelerated share repurchase)SEC EDGAR · Dec. 12, 2025
- Dragoneer Growth Opportunities Corp., proxy statement/prospectus (424B3) with the 2021 Business Combination AgreementSEC EDGAR · July 6, 2021
Reporting
- "CCC Intelligent Solutions Agrees to $6.1B Take-Private Deal with GTCR, Elliott" (Reuters, as published)Insurance Journal · Oct. 16, 2026
Data
- End-of-day prices for CCC, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 16, 2026
- The chart's Filings layer: KeyVex's insider trade, Form 144, 8-K and lobbying records for CCCKeyVex · through Oct. 16, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. "Highest close since the merger" and "never closed at $15" compare every close from Aug. 2, 2021, the first trading day after the merger, through Oct. 16, 2026 (1,309 closes). The S&P 500 and Nasdaq 100 lines follow SPY and QQQ, also as traded, rebased to CCC's close at the start of the range shown. The Filings switch shows the filing markers from KeyVex's CCC stock page, a selection of filings: not every filing, and not only those tied to this story.
- Payout values are shares times the $7.75 deal price: 15,000,000 earnout shares come to $116.25 million; Advent's "up to" 9,919,012 to $76.87 million; Ramamurthy's 1,237,491 to $9.59 million; the rest of the 15 million (3,843,497) to $29.79 million; the sponsor's 8,625,000 to $66.84 million. Earnout plus sponsor shares: 23,625,000 shares, $183.09 million. Taxes and withholding are not deducted.
- "About half" the earnout test: $7.75 is 51.7% of $15.00. The 44% premium is CCC's own figure, $7.75 against the $5.38 close of July 9, 2026.
- The buyback average is total dollars over total shares: $1,028.5 million for 124,143,147 shares from November 2023 through March 2026 ($328.5 million for 32.5 million shares in November 2023; $300.0 million for 32,229,693 in 2025; $300.0 million for 42,847,472 in the accelerated buyback ended Feb. 27, 2026; $100.0 million for 16,565,982 in March 2026), about $8.28 a share.





