
CCC$7.02▲ 6.8%Advent sold out of CCC at $7.79. A CCC sale could send its funds up to 9.9 million shares
GTCR and Elliott are in talks to buy CCC Intelligent Solutions, Bloomberg News reported Oct. 9. CCC's 2021 merger deal ties 15 million new shares to a $15 stock or a change of control, a test with no price.
KeyVex News··6 min readFact-checked against 11 public records
KeyVex News··6 min readFact-checked against 11 public records
CCC$7.02▲ 6.8%Close, Oct. 9. Prices from Tiingo.The short versionTap to readTap to close
- When CCC went public in 2021, its earlier owners were promised 15 million new shares if the stock held $15.00 for 20 of 30 trading days. Its highest close was $13.35.
- The same shares are handed out if CCC changes control, and the merger agreement's test for that names no price. A sale that met the test would issue them, unless the terms were changed.
- Up to 9.9 million of them would go to funds of Advent International, CCC's former owner. Advent sold its last CCC shares at $7.79 in November 2025 and kept that right.
- No deal had been filed as of Oct. 12. If neither trigger comes by July 30, 2031, the 15 million shares are forfeited.
The talks: GTCR, a private equity firm, and Elliott Investment Management are in advanced talks to acquire CCC Intelligent Solutions, Bloomberg News reported on Oct. 9, citing people familiar with the matter. No final agreement had been reached, and a deal could come as soon as the following week, the report said.Reuters CCC, whose software helps auto insurers and repair shops run their operations, Reuters said, closed up 6.8% at $7.02 on Oct. 9.Chart data After the report, its shares rose about 11% in extended trading, Reuters said.Reuters
The promise: CCC went public on July 30, 2021, by merging with Dragoneer Growth Opportunities, a blank-check company.10-K The deal set aside 15 million more shares, called earnout shares, for CCC's owners and option holders from before the merger. They are issued the first time the stock trades at $15.00 or more for 20 trading days within any 30, or when CCC changes control.10-K
Why it matters: The stock never met the first test: its highest close since the merger was $13.35, on Sept. 29, 2023.Chart data The second test is a sale, and the merger agreement defines it by who ends up owning CCC, not by what they pay.424B3 Advent International, CCC's former owner, sold its last shares at $7.79 in November 2025. Its funds kept the right to up to 9.9 million of the earnout shares.8-K13D/A
CCC's stock since its 2021 mergerDaily close, Aug. 2, 2021 to Oct. 9, 2026 ▼ 30.2%Show chartHide chart
What the merger agreement says
the earlier of (a) the first date on which the shares of the Company’s common stock have traded for greater than or equal to $15.00 per share for any twenty trading days within any thirty consecutive trading day period commencing after the Closing or (b) a change in control as defined in the Business Combination Agreement.
The agreement names three kinds of change of control. One is a merger that leaves the old shareholders without a majority. The others are a transfer of most of the voting stock to new owners and a sale of substantially all the assets. None mentions a price. Whether a given deal meets the test depends on how it is structured, and since the merger the agreement can be amended by CCC and Dragoneer's sponsor.424B3 Within three business days of a trigger, the company must issue the shares.424B3 A second pool, 8,625,000 shares held by Dragoneer's sponsor, also stops being forfeitable on a change of control, or if the stock trades at $13.00 or more for 20 of 30 trading days.10-K10-Q
The 15 million earnout shares come to about 2.5% of the 589 million CCC shares outstanding on July 28.10-Q At the Oct. 9 close they would be worth about $105 million, by KeyVex's math. Neither the reports nor any filing says how a buyer would treat them in a price.
Who holds the right
Advent International bought CCC in 2017 and took it public through the 2021 merger, Reuters reported.Reuters CCC itself bought 39.5 million shares from what its 10-K calls its principal equity owner, in November 2023 and March 2025.10-K After their own November 2023 sale, Advent's funds held 47.4% of CCC, their filing shows.13D/A Advent's funds agreed on Nov. 5, 2025, to sell their last 37.3 million shares, and the sale closed Nov. 7.8-K
Advent's last ownership filing, on Nov. 12, 2025, reports zero shares. It also says three Advent funds still hold the right to receive "up to" 9.9 million earnout shares, about two-thirds of the 15 million.13D/A At the Oct. 9 close, that would be about $70 million, by KeyVex's math.
CCC's chairman and chief executive, Githesh Ramamurthy, holds a right to about 1.2 million earnout shares, subject to adjustment, the company's April proxy statement shows. He also owns about 36.6 million shares, 6.1% of CCC, counting options he can exercise. Five other officers and directors named in the proxy hold rights to about 100,000 more earnout shares between them.DEF 14A
View the data
| Holder | Earnout shares | Note |
|---|---|---|
| Advent International funds (Former owner, sold out in Nov. 2025) | 9.9M shares | "Up to" 9,919,012 shares, Schedule 13D/A filed Nov. 12, 2025 |
| Githesh Ramamurthy (Chairman and chief executive) | 1.2M shares | 1,237,491 shares, subject to adjustment, proxy statement filed April 7, 2026 |
| Five other people in the proxy table (Officers and directors named in the proxy) | 0.1M shares | 55,584 + 22,707 + 7,156 + 7,157 + 7,156 shares |
| All other pre-merger holders (KeyVex's math: the remainder of 15 million) | 3.7M shares | 15,000,000 less the rows above |
Advent's figure is "up to" 9,919,012 (Schedule 13D/A, Nov. 12, 2025). Ramamurthy's and the five others' are "subject to adjustment" (proxy, April 7, 2026). The remainder is KeyVex's math. 1.5 million of the 15 million are for people who held CCC stock options when the deal was signed and must still be employed.
What CCC paid for its own stock
Since 2023, CCC has spent about $1.03 billion buying back its own shares, at an average of about $8.28 a share, by KeyVex's math from its 10-K and 10-Q.10-K10-Q
The prices fell as the stock did. On Dec. 12, 2025, CCC borrowed $300 million and announced a $300 million accelerated buyback, paid for with the new loans and cash on hand. It paid a financial institution up front and at once received shares worth 80% of the payment, priced at the $7.22 close of Dec. 11. It received 42.8 million shares in all, about $7.00 each.8-K10-Q In March 2026 it spent $100 million more, at about $6.04 a share. It bought none from April to June, leaving $100 million under its current authorization.10-Q
The average price CCC paid for its own sharesShow chartHide chart
View the data
| Buyback | Average price per share (KeyVex's math) | Note |
|---|---|---|
| Nov. 2023 | $10.11 | $328.5 million. 32.5 million shares bought from its principal equity owner with a secondary offering |
| 2025 | $9.31 | $300.0 million. 32.2 million shares, incl. 7.0 million from its principal equity owner in March for $72.3 million |
| Dec. 2025 to Feb. 2026 | $7.00 | $300.0 million. Accelerated buyback paid for with $300 million of new loans and cash on hand: 42.8 million shares |
| March 2026 | $6.04 | $100.0 million. 16.6 million shares |
Sources: CCC's Form 10-K for 2025 and Form 10-Q for the quarter ended June 30, 2026. The 2025 figure covers the full 2024 program, including 7.0 million shares bought from its principal equity owner in March for $72.3 million.
How others read it
In July, Reuters reported that CCC had hired Morgan Stanley to explore a sale. Its market value had fallen to about $3.3 billion from about $6.4 billion a year earlier, Repairer Driven News reported, citing Reuters. Reuters tied the fall to investor concerns about slowing growth, weaker industry claims volumes and slower-than-expected adoption of newer software, RDN reported.ReutersRDN
The company's own last word on its business came with its second-quarter results on July 30. Revenue rose 9.8%, to $285.9 million, and Ramamurthy said "CCC delivered another quarter of solid execution."8-K
In August, Bloomberg reported that Copart was among the suitors. Asked about it, a CCC spokesperson told Repairer Driven News that "CCC doesn't comment on rumors and speculation."RDNReuters
As of Oct. 12, CCC had filed nothing about a sale. Its latest 8-K, the form for major company news, carries its July 30 results.EDGAR The earnout right does not wait forever. If neither a $15 stock nor a change of control comes by July 30, 2031, ten years after the merger closed, the 15 million shares are forfeited.10-K
What to watch
A deal could be announced as soon as the week of Oct. 12, Bloomberg reported on Oct. 9. No agreement had been reached.
After a change of control, the merger agreement gives CCC three business days to issue the earnout shares.
Ten years after the merger: the earnout shares are forfeited if neither trigger has come.
The paper trail
The filings this story relies on, with the time EDGAR accepted each one (Eastern).
| Filed (ET) | Form | Filer | What it shows |
|---|---|---|---|
| July 6, 2021 | 424B3 | Dragoneer Growth Opportunities | Merger proxy and prospectus. The merger agreement's earnout terms and its definition of a change of control. |
| Aug. 8, 2025, 4:15 p.m. | 13D/A | Advent International | Advent's funds hold 37,342,526 CCC shares, 5.7%. |
| Nov. 10, 2025, 4:30 p.m. | 8-K | CCC | Advent's funds sell all 37,342,526 remaining shares at $7.79. CCC gets no proceeds. |
| 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 term loans; a $500 million buyback program; a $300 million accelerated buyback funded with the loans. |
| 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, 7:15 a.m. | 8-K | CCC | Second-quarter results: revenue $285.9 million, debt $1.27 billion. |
| July 30, 2026, 8:15 a.m. | 10-Q | CCC | $100 million bought back in March, none from April to June; 588,994,704 shares outstanding on July 28. |
Sources
15 sources, 11 of them public records
Public records
- 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., Form 8-K, Exhibit 99.1: second-quarter 2026 resultsSEC EDGAR · July 30, 2026
- CCC Intelligent Solutions Holdings Inc., definitive proxy statement (DEF 14A)SEC EDGAR · April 7, 2026
- Advent International L.P. and affiliates, Schedule 13D/A (Amendment No. 11) on CCCSEC EDGAR · Nov. 12, 2025
- Advent International L.P. and affiliates, Schedule 13D/A on CCC (November 2023 offering)SEC EDGAR · Nov. 15, 2023
- Advent International L.P. and affiliates, Schedule 13D/A (Amendment No. 10) on CCCSEC EDGAR · Aug. 8, 2025
- CCC Intelligent Solutions Holdings Inc., Form 8-K: underwriting agreement for Advent's sale of 37,342,526 sharesSEC EDGAR · Nov. 10, 2025
- CCC Intelligent Solutions Holdings Inc., Form 8-K: credit agreement amendment and share repurchase programSEC EDGAR · Dec. 12, 2025
- Dragoneer Growth Opportunities Corp., proxy statement/prospectus (424B3), including the Business Combination Agreement and its amendmentsSEC EDGAR · July 6, 2021
- CCC Intelligent Solutions Holdings Inc., Form 8-K filings listSEC EDGAR · checked Oct. 12, 2026
Reporting
- "GTCR, Elliott in advanced talks to acquire CCC Intelligent Solutions, Bloomberg News reports" (as syndicated)Reuters · Oct. 9, 2026
- "CCC on reported talks of selling company"Repairer Driven News · Aug. 26, 2026
Data
- End-of-day prices for CCC, and for SPY and QQQ on the chart (Tiingo)KeyVex · through Oct. 9, 2026
- The chart's Filings layer: KeyVex's insider trade, Form 144, 8-K and lobbying records for CCCKeyVex · through Oct. 9, 2026
How we got these numbers
- Prices are end-of-day closes as traded, not adjusted for dividends. Daily moves are close to close. "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. 9, 2026 (1,304 closes). The Oct. 12 close was not yet in KeyVex's data when this story was written. 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 insider sales, Form 144 notices, 8-Ks and lobbying filings: not every filing, and not only those tied to this story.
- Buyback averages are dollars divided by shares, as CCC reported them: $328.5 million for 32.5 million shares (Nov. 2023), $300.0 million for 32,229,693 (2025, the 2024 program), $300.0 million for 33,240,998 plus 9,606,474 shares (the accelerated buyback) and $100.0 million for 16,565,982 (March 2026). Together: $1,028.5 million for 124,143,147 shares, about $8.28 each. The 39.5 million shares bought from CCC's principal equity owner, as the 10-K calls it, are 32.5 million in November 2023 and 7.0 million in March 2025.
- Earnout values are shares times the Oct. 9 close of $7.02: 15,000,000 shares come to $105.3 million, and 9,919,012 to $69.6 million. They are not deal prices. 2.5% is 15,000,000 of the 588,994,704 shares outstanding on July 28, 2026.
- The merger agreement's change-of-control definition is in the Business Combination Agreement printed in Dragoneer's July 6, 2021 proxy statement/prospectus. Its two amendments, also printed there, changed other sections; CCC's 10-K for 2025 describes the same two triggers.




