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") platform for the multi-trillion-dollar insurance economy, powering operations for insurers, repairers, automakers, parts 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 artificial intelligence ("AI") enabled digital workflows.

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

The Company was originally incorporated as a Cayman Islands exempted company on July 3, 2020 as a special purpose acquisition company under the name Dragoneer Growth Opportunities Corp ("Dragoneer"). On February 2, 2021, Cypress Holdings Inc., a Delaware corporation, entered into a business combination agreement with Dragoneer. In connection with the closing of the business combination ("Business Combination"), Dragoneer changed its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a Delaware corporation on July 30, 2021, upon which Dragoneer changed its name to CCC Intelligent Solutions Holdings Inc.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2025 and 2024, the condensed consolidated statements of mezzanine equity and stockholders’ equity for the three and six months ended June 30, 2025 and 2024, and the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 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, 2024.

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, 2024. There have been no material changes to the significant accounting policies since December 31, 2024.

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 and the ownership interest of the minority investor is recorded as a non-controlling interest in a subsidiary.

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. Although the Company regularly assesses these estimates, actual results could differ from those estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from management’s estimates if past experience or other assumptions are not substantially accurate. 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, the valuation of the warrant liabilities, and the estimates and assumptions associated with stock incentive plans.

Recently Issued Accounting Pronouncements—In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("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.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The Company is continuing to evaluate the disclosure requirements but does not believe the adoption of ASU 2023-09 will have a significant impact on its consolidated financial statements.

BUSINESS ACQUISITION

On January 6, 2025, the Company completed its acquisition of EvolutionIQ, Inc. (“EvolutionIQ”), a privately held company that provides AI-powered guidance for disability and injury claims management. Leveraging EvolutionIQ’s platform, the acquisition will broaden the Company’s portfolio of AI-based solutions available to insurance customers.

The Company acquired all the outstanding shares of EvolutionIQ in exchange for total consi deration of $674.3 million upon closing, subject to certain post-closing adjustments. In accordance with the acquisition agreement, the Company placed $8.9 million in escrow for general indemnity and purchase price adjustment holdbacks to be paid to the sellers within 36 months of closing, subject to reduction for certain indemnifications and other potential obligations of the selling shareholders.

The acquisition date fair value of the consideration transferred consisted of the following (in thousands):

As part of the acquisition, the Company issued 26,035,603 shares of common stock. The number of shares of common stock issued was based on a 9-day volume weighted average price of $11.83, established prior to the closing date of January 6, 2025. On the date of acquisition, the Company's closing stock price was $11.41.

Included in the shares of common stock issued are 10,356,096 restricted shares of common stock subject to re-vesting provisions. The restricted shares have a fair value as of the acquisition date of $118.2 million, of which $71.5 million is included in the consideration transferred in the table above (see Note 17).

The fair value of the option holdback corresponds to the fair value of certain unvested EvolutionIQ stock options subject to future vesting as of the acquisition date. If the optionholder does not meet the time-based vesting requirement, the corresponding holdback amount will be released to the selling shareholders. If the optionholder does meet the time-based vesting requirement, the optionholder will receive the corresponding holdback amount in shares of CCC common stock, and the holdback cash amount is retained by the Company.

The acquisition of EvolutionIQ was accounted for as a business combination and reflects the application of acquisition accounting in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations. The total purchase consideration was allocated to the assets acquired and liabilities assumed based on fair value as of the acquisition date with the excess purchase price assigned to goodwill. Goodwill was primarily attributable to expected synergies from the combined service offerings and the value of the acquired workforce. Goodwill and intangible assets are not deductible for tax purposes.

The Company’s estimates of the fair values of the assets acquired and liabilities assumed are based on information available at the date of acquisition. During the measurement period, which may be up to one year from the acquisition date, adjustments may be recorded to the fair values of these tangible and intangible assets acquired and liabilities assumed, including uncertain tax positions and tax-related valuation allowances, with the corresponding offset to goodwill. As of June 30, 2025, there have been no significant changes to the preliminary purchase price allocation.

The following table summarizes the preliminary allocation of the consideration to the fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands):

A summary of the fair values, discount rates and estimated useful lives of the acquired intangible assets is as follows (dollars is thousands):

The Company utilizes different valuation approaches and methodologies to determine the fair values of acquired intangible assets. The valuation approaches and methodologies are based on estimates of future operating projections as well as judgments on the discount rate and other variables. These fair values are based on significant unobservable inputs, including management estimates and assumptions and thus represent Level 3 measures in the fair value hierarchy.

Acquired technology was valued using the multi-period excess earnings method. This method of valuation reflects the present value of the projected cash flows that are expected to be generated by the acquired technology less charges representing the contribution of other assets to those cash flows.

Customer relationships were valued using a distributor method, which uses market-based inputs to value an asset. Under the distributor method, the value of the customer relationships is a function of several components, including revenue associated with the existing customers, distributor profit margin, charges for use of other assets and discount rate.

The trademark was valued under the relief from royalty method, which is equal to the present value of the after-tax royalty savings attributable to owning the trademark as opposed to paying a third party for its use.

The acquired intangible assets, with a weighted average useful life of 9.5 years, are being amortized on a straight-line basis.

For the period from the date of acquisition through June 30, 2025, EvolutionIQ's revenues were less than 5.0% of the Company's total revenues and not material. For thethree months ended June 30, 2025, EvolutionIQ's pretax loss was $23.6 million, including$14.8 million of stock-based compensation expense and$4.8 million of amortization expense. For the period from the date of acquisition through June 30, 2025, EvolutionIQ's pretax loss was $51.8 million, including$34.9 million of stock-based compensation expense and$9.5 million of amortization expense.

The Company incurred transaction costs associated with the acquisition of $16.3 million. During the three and six months ended June 30, 2025, the Company incurred transaction costs of$0.1 million and $7.6 million, respectively, included in general and administrative expenses within the condensed consolidated statements of operations and comprehensive income (loss).

4. 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 six months ended June 30, 2025 and 2024 (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 June 30, 2025, approximately $1,749 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $738 million during the following twelve months, and approximately $1,011 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 June 30, 2025 from amounts in deferred revenue as of March 31, 2025 was $54.0 million. Revenue recognized for thethree months ended June 30, 2024 from amounts in deferred revenue as of March 31, 2024 was $41.3 million. Revenue recognized for the six months ended June 30, 2025 from amounts in deferred revenue as of December 31, 2024 was $43.0 million. Revenue recognized for thesix months ended June 30, 2024 from amounts in deferred revenue as of December 31, 2023 was $39.9 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):

A summary of the activity impacting deferred revenue balances during thethree and six months ended June 30, 2025 and 2024 is presented below (in thousands):

1 Amounts include total revenue deferred and recognized during each respective period.

The additional amount deferred during the six months ended June 30, 2025 includes $21.5 million related to the deferred revenue recorded at the time of the acquisition of EvolutionIQ.

A summary of the activity impacting the deferred contract costs during thethree and six months ended June 30, 2025 and 2024 is presented below (in thousands):

5. FAIR VALUE measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Interest Rate Swaps—During the six months ended June 30, 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 June 30, 2025.

The Company does not designate its interest rate swap agreements as hedging instruments and records the changes in fair value within other (expense) income—net on the condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2025, the interest rate swap agreements had a fair value liability of $7.6 million. The fair value of the interest rate swap agreements is classified within other liabilities in the accompanying condensed consolidated balance sheet as of June 30, 2025.

Interest Rate Caps—In August 2022, the Company entered into two interest rate cap agreements to reduce its exposure to increases in interest rates applicable to its floating rate long-term debt (see Note 14). The fair value of the interest rate cap 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 June 30, 2025 and December 31, 2024.

The Company does not designate its interest rate cap agreements as hedging instruments and records the changes in fair value within other (expense) income—net on the condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2025 and December 31, 2024, the interest rate cap agreements had a fair value of $0.2 million and $1.0 million, respectively. The fair value of the interest rate cap agreements is classified within other current assets in the accompanying condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024.

The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 (in thousands):

The following table presents the fair value of the assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 (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 six months ended June 30, 2025 and 2024.

Fair Value of Other Financial Instruments—The following table presents the carrying amounts, net of debt discount, and the 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 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.

6. INCOME TAXES

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law. The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense, and accelerated fixed asset depreciation. The Company is still in the process of evaluating the OBBB and an estimate of its impact on the Company and the Company’s financial statements cannot be made at this time.

The Company recognized an income tax benefit of$7.2 million and an income tax provision of $4.3 million for thethree months ended June 30, 2025 and 2024, respectively. The income tax benefit for the three months ended June 30, 2025 was primarily due to the Company's year-to-date pre-tax book loss. The income tax provision for the three months ended June 30, 2024 was primarily due to the tax provision related to pre-tax book income.

The Company recognized an income tax benefit of $20.5 million and an income tax provision of $0.1 million for the six months ended June 30, 2025 and 2024, respectively. The income tax benefit for the six months ended June 30, 2025 was primarily due to the Company's pre-tax book loss. The income tax provision for the six months ended June 30, 2024 was primarily due to the Company's pre-tax book income, partially offset by the tax benefit related to stock-based compensation expense.

The Company made income tax payments of$26.3 million and $30.0 million during thethree months ended June 30, 2025 and 2024, respectively. Refunds received from various states were negligible during the three months ended June 30, 2025 and 2024.

The Company made income tax payments of$27.3 million and $30.6 million during the six months ended June 30, 2025 and 2024, respectively. The Company received refunds of$0.7 million from various states during the six months ended June 30, 2025. Refunds received from various states were negligible during the six months ended June 30, 2024.

As of June 30, 2025, unrecognized tax benefits were materially consistent with the amount as of December 31, 2024. The Company believes its liability for unrecognized tax benefits, excluding interest and penalties, will not materially change over the following twelve months.

7. accounts receivable

Accounts receivable—Net as of June 30, 2025 and December 31, 2024, consists of the following (in thousands):

As of June 30, 2025, one customer accounted for 10% of accounts receivable—Net. As of December 31, 2024, one customer accounted for 11% of accounts receivable—Net.

Changes to the allowance for credit losses and sales reserves during thethree and six months ended June 30, 2025 and 2024 consist of the following (in thousands):

8. OTHER CURRENT ASSETS

Other current assets as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):

9. SOFTWARE, EQUIPMENT, AND PROPERTY

Software, equipment, and property as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):

Depreciation and amortization expense related to software, equipment and property was$13.8 million and $9.7 million for thethree months ended June 30, 2025 and 2024, respectively. Depreciation and amortization expense related to software, equipment and property was$27.4 million and $19.2 million for the six months ended June 30, 2025 and 2024, respectively.

10. 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 six months ended June 30, 2025 and 2024 were as follows (in thousands):

During the three months ended June 30, 2025 and 2024, the Company made cash payments for operating leases of$2.3 million and $2.0 million, respectively. During thesix months ended June 30, 2025 and 2024, the Company made cash payments for operating leases of$4.6 million and $3.8 million, respectively.

During the three months ended June 30, 2025 and 2024 the Company didnot obtain any operating lease assets in exchange for lease liabilities. During thesix months ended June 30, 2025, in connection with the acquisition of EvolutionIQ, the Company obtained operating lease assets in exchange for lease liabilities of$8.8 million. During the six months ended June 30, 2024, the Company obtained operating lease assets in exchange for lease liabilities of $0.7 million.

11. 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 six months ended June 30, 2025.

Changes in the carrying amount of goodwill were as follows during the six months ended June 30, 2025 (in thousands):

Intangible Assets—During the six months ended June 30, 2025, the Company recorded$167.9 million of intangible assets as a result of the acquisition of EvolutionIQ (see Note 3).

No intangible asset impairments were recorded during thethree and six months ended June 30, 2025.

The intangible assets balance as of June 30, 2025 is reflected below (in thousands):

The intangible assets balance as of December 31, 2024 is reflected below (in thousands):

Amortization expense for intangible assets was$22.9 million and$20.0 million for the three months ended June 30, 2025 and 2024, respectively. Amortization expense for intangible assets was $45.8 million and$44.5 million for the six months ended June 30, 2025 and 2024, respectively.

Future amortization expense for the remainder of the year ended December 31, 2025 and the following four years ended December 31 and thereafter for intangible assets as of June 30, 2025 is as follows (in thousands):

12. ACCRUED EXPENSES

Accrued expenses as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):

13. OTHER LIABILITIES

Other liabilities as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):

14. LONG-TERM DEBT

On September 21, 2021, CCC Intelligent Solutions Inc., an indirect wholly owned subsidiary of the Company, together with certain of the Company’s subsidiaries acting as guarantors entered into a credit agreement (as amended, the “2021 Credit Agreement”).

The 2021 Credit Agreement originally consisted of an $800.0 million term loan, the proceeds of which, with cash on hand, were used to repay all outstanding borrowings under the Company’s previous credit agreement.

2025 Refinancing—On January 6, 2025, in conjunction with the acquisition of EvolutionIQ (Note 3), the Company entered into the third amendment to the 2021 Credit Agreement (the “Third Amendment”) that provided the Company with incremental term loans in an aggregate principal amount of $225.0 million (the "Incremental Term Loans"). Prior to the Fourth Amendment (as defined below) the Incremental Term Loans were repayable inquarterly installments in an amount equal to 0.25% of the original principal amount, with the balance payable at maturity, September 21, 2028.

Prior to the Fourth Amendment, the interest rate per annum applicable to the Incremental Term Loans were based on a fluctuating rate of interest, determined by the Company's leverage ratio, as defined in the 2021 Credit Agreement. In connection with the Fourth Amendment, the Incremental Term Loans were refinanced together with other term loans outlined in the following paragraphs.

On January 23, 2025, the Company entered into the fourth amendment (the “Fourth Amendment” and together with the Third Amendment, the “Amendments”) to the 2021 Credit Agreement.

Pursuant to the terms of the Fourth Amendment, the Company incurred incremental term loans in an aggregate principal amount of $225.0 million, which were used to (i) refinance certain outstanding incremental term loans (including the Incremental Term Loans), (ii) extend the maturity of all term loans to January 23, 2032, (iii) remove the credit spread adjustment applicable to secured overnight financing rate ("SOFR") loans, and (iv) reduce the interest rate margin applicable to all term loans.

All other terms and conditions within the Company’s 2021 Credit Agreement were unchanged as part of the Amendments.

Upon execution of the Fourth Amendment, the Company had outstanding borrowings under a term loan of $1,001 million (the “Term Loan”) and a revolving credit facility for an aggregate principal amount of $250.0 million (the “2021 Revolving Credit Facility” and together with the Term Loan, the “2021 Credit Facilities”). The 2021 Revolving Credit Facility has a sublimit of $75.0 million for letters of credit.

The Company incurred $3.8 million in costs related to the Amendments, recorded as contra-debt. These costs are being amortized to interest expense over the term of the Term Loan using the effective interest method.

The Term Loan requires quarterly principal payments of approximately $2.5 million until December 31, 2031, with the remaining outstanding principal amount required to be paid on the maturity date. If the Company’s leverage ratio, as defined in the 2021 Credit Agreement is greater than 3.5, the Term Loan requires a prepayment of principal, subject to certain exceptions, in connection with the receipt of proceeds from certain asset sales, casualty events, and debt issuances by the Company, and up to 50% of annual excess cash flow, as defined in and as further set forth in the 2021 Credit Agreement. When a principal prepayment is required, the prepayment offsets the future quarterly principal payments of the same amount. As of December 31, 2024, the Company’s leverage ratio did not exceed the 3.5 threshold and the Company was not subject to the annual excess cash flow calculation, and as such, not required to make a prepayment of principal.

As of June 30, 2025 and December 31, 2024, the amount outstanding on the Term Loan was $996.0 million and $776.0 million, respectively. As of June 30, 2025 and December 31, 2024, $10.0 million and $8.0 million, respectively, was classified as current in the accompanying condensed consolidated balance sheets.

Borrowings under the 2021 Credit Facilities bear interest at rates based on the ratio of CCC Intelligent Solutions Inc. and certain of its subsidiaries’ consolidated first lien net indebtedness to consolidated EBITDA for applicable periods specified in the 2021 Credit Agreement.

Pursuant to the Fourth Amendment, the interest rate per annum applicable to the Term Loan is based on a fluctuating rate of interest equal to the sum of an applicable rate and, at the Company’s election from time to time, either:

(1)1.00% in the case of base rate loans, and 2.00%, in the case of SOFR (or the Euro Interbank Offer Rate ("EURIBOR") or the Sterling Overnight Indexed Average ("SONIA")) loans, if S&P and Moody’s Debt First Lien Leverage Ratio Ratings (as defined in the Credit Agreement) are below BB- (with a stable outlook) or below Ba3 (with a stable outlook) (or if for any reason this category does not apply, including if the Borrower has only one Debt Rating or the Borrower does not have any Debt Rating), and

(2)0.75%, in the case of base rate loans, and 1.75%, in the case of SOFR (or EURIBOR or SONIA) loans, if S&P and Moody’s Debt First Lien Leverage Ratio Ratings are both BB- (with a stable outlook) or better and Ba3 (with a stable outlook) or better.

Prior to the Amendments, the interest rate per annum applicable to the loans is based on a fluctuating rate of interest equal to the sum of an applicable rate and term SOFR (or EURIBOR or SONIA) with a term, as selected by the Company, of one, three or six months (subject to (x) in the case of term loans, a 0.50% per annum floor and (y) in the case of revolving loans, a 0.00% per annum floor).

In September 2024, the Company entered into Amendment No. 2 to the 2021 Credit Agreement (the "Second Amendment") to (i) remove the SOFR credit adjustment applicable to the 2021 Revolving Credit Facility and (ii) reduce the applicable interest rate for the 2021 Revolving Credit Facility by 0.25%. Additionally, the maturity date for the 2021 Revolving Credit Facility was extended to September 23, 2029.

At the time of entering into the 2021 Credit Agreement, the Company incurred $3.1 million in financing costs related to the 2021 Revolving Credit Facility. The Company incurred $0.7 million in financing costs related to the Second Amendment. These costs were recorded to a deferred financing fees asset account and are being amortized to interest expense over the term of the 2021 Revolving Credit Facility. As of June 30, 2025 and December 31, 2024, the deferred financing fees asset balance was$1.6 million and $1.7 million, respectively.

A quarterly commitment fee of up to 0.50% is payable on the unused portion of the 2021 Revolving Credit Facility.

During the three months ended June 30, 2025 and 2024, the weighted-average interest rate on the outstanding borrowings under the Term Loan was 6.4% and 7.8%, respectively.

During the six months ended June 30, 2025 and 2024, the weighted-average interest rate on the outstanding borrowings under the Term Loan was 6.3% and 7.8%, respectively.

As of June 30, 2025 and December 31, 2024, the Company has outstanding standby letters of credit for$1.1 million and $0.7 million, respectively, which reduce the amount available to be borrowed under the 2021 Revolving Credit Facility. As of June 30, 2025 and December 31, 2024,$248.9 million and $249.3 million, respectively, was available to be borrowed.

The terms of the 2021 Credit Agreement include a financial covenant which requires that, at the end of each fiscal quarter, if the aggregate amount of borrowings under the 2021 Revolving Credit Facility exceeds 35% of the 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. Borrowings under the 2021 Revolving Credit Facility did not exceed 35% of the aggregate commitments and the Company was not subject to the leverage test as of June 30, 2025 or December 31, 2024.

Long-term debt as of June 30, 2025 and December 31, 2024 consists of the following (in thousands):

Interest Rate Swaps—During the six months ended June 30, 2025, the Company entered into three interest rate swap agreements (the "Swaps") to reduce its exposure to variability from future cash flows resulting from interest rate risk related to its floating rate long-term debt. Pursuant to the terms of the Swaps, beginning on July 31, 2025, the Company will pay an average fixed interest rate of 3.94% on an aggregate notional amount corresponding to borrowings of $750.0 million in exchange for receipts on the same notional amount at a floating interest rate based on the applicable SOFR at the time of payment. The Swaps expire on July 31, 2027.

As of June 30, 2025, the aggregate fair value of the Swaps was a liability of $7.6 million (see Note 5).

Interest Rate Caps—In August 2022, the Company entered into two interest rate cap agreements to reduce its exposure to increases in interest rates applicable to its floating rate long-term debt. The interest rate cap agreements have an aggregate notional amount of $600.0 million and a one-month SOFR cap rate of 4.00% through their expiration in July 2025.

Cash received related to the interest rate cap agreements was$0.5 million and $2.0 million for thethree months ended June 30, 2025 and 2024, respectively. Cash received related to the interest rate cap agreements was $1.0 million and $4.0 million for thesix months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024, the aggregate fair value of the interest rate cap agreements was$0.2 million and $1.0 million, respectively (see Note 5).

15. REDEEMABLE NON-CONTROLLING INTEREST

On March 12, 2020, the Company entered into a stock purchase agreement and other related documentation (the "Stock Purchase Agreements") with a third-party investor (the "Investor") for purchase by the Investor of Series A Preferred Stock in CCC Cayman Holdings Limited ("CCC Cayman"), a majority-owned subsidiary of the Company and the parent of the Company’s China subsidiaries. At the closing of the transactions under the Stock Purchase Agreements (the "Close Date"), CCC Cayman, a subsidiary of the Company, issued 1,818 shares of Series A Preferred Stock (the "Preferred Shares") at $7,854 per share to the Investor for net proceeds of $14.2 million. As of December 31, 2024, on an as-converted basis, the Preferred Shares represented an aggregate 10.0% ownership interest of the issued and outstanding capital stock of CCC Cayman, or 8.6% on a fully-diluted basis.

The Preferred Shares were redeemable upon an actual or deemed redemption event as defined in the Stock Purchase Agreements or at the option of the Investor beginning on the five-year anniversary of the Close Date, if an actual or deemed redemption event had not yet occurred.

The redemption price, as defined by the Stock Purchase Agreements, was equal to the original issue price of the Preferred Shares, plus 10.0% compound interest per annum on the Preferred Share issue price, plus any declared but unpaid dividends on the Preferred Shares.

The Preferred Shares did not participate in net income or losses.

On March 17, 2025, the Company received a notice of redemption under the Stock Purchase Agreements. Upon receiving the notice of redemption, the shares became mandatorily redeemable and payable by CCC Cayman (without recourse to the Company) and were no longer presented within mezzanine equity as a redeemable non-controlling interest.

As of December 31, 2024, the Investor’s ownership in CCC Cayman was classified in mezzanine equity as a redeemable non-controlling interest, because it was redeemable on an event that was not solely in the control of the Company.

The activity impacting the redeemable non-controllable interest during thethree and six months ended June 30, 2025 and 2024 is presented below (in thousands):

16. NOTE PAYABLE TO MINORITY INVESTOR

In connection with the Investor’s notice of redemption of their Series A Preferred Stock and in accordance with the provisions of the Stock Purchase Agreements (see Note 15), on May 16, 2025, CCC Cayman issued a promissory note (the "Promissory Note") to the Investor. The obligors under the Promissory Note are CCC Cayman and its subsidiaries, without recourse to the Company.

The Promissory Note has an initial principal amount outstanding of $23.4 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 months ended June 30, 2025, the Company recognized $0.3 million of interest expense on the Promissory Note.

The Promissory Note's maturity date is defined as the date CCC Cayman has available funds and assets, as defined in the Stock Purchase Agreements, that are available and sufficient to pay in full the redemption price for the Investor’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 June 30, 2025, the total amount outstanding under the Promissory Note was $23.7 million.

17. 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 June 30, 2025, 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 648,994,473 and 629,207,115 shares of common stock issued and outstanding as of June 30, 2025 and December 31, 2024, 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. 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 over the vesting period.

Secondary Offerings and Stock Repurchase—In March 2025, certain existing stockholders completed a secondary offering where the selling stockholders sold 42,000,000 shares of common stock. Concurrent with the closing of the secondary offering,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.

During the six months ended June 30, 2024, certain existing stockholders completed secondary offerings where the selling stockholders sold an aggregate of 141,450,000 shares of the Company's common stock. The Company did not receive proceeds from the sale of the shares by the selling stockholders.

In connection with the secondary offerings, the Company incurred costs of $0.2 million and$1.0 million during the three months ended June 30, 2025 and 2024, respectively, included within general and administrative expenses on the condensed consolidated statement of operations and comprehensive income (loss). In connection with the secondary offerings, the Company incurred costs of $0.5 million and $1.7 million during thesix months ended June 30, 2025 and 2024, respectively, included within general and administrative expenses on the condensed consolidated statement of operations and comprehensive income (loss).

Share Repurchase Program—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 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 2024 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.

During the three months ended June 30, 2025, the Company repurchased 10,988,327 shares for an aggregate purchase price of $100.0 million. During thesix months ended June 30, 2025, the company repurchased 17,988,327 shares for an aggregate purchase price of $172.3 million. During the three months ended June 30, 2025, the Company incurred $0.2 million of fees directly related to the repurchase of shares.

As of June 30, 2025, the Company has repurchased$172.3 million of its common stock and $127.7 million remains available to purchase outstanding shares under the 2024 Share Repurchase Program.

18. 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 thesix months ended June 30, 2025:

In connection with the acquisition of EvolutionIQ (see Note 3), the Company granted 792,174 RSAs that are subject to service conditions.

During the six months ended June 30, 2025, the Company granted 15,737,535 RSUs, including 5,712,249 RSUs as part of the acquisition of EvolutionIQ. Of the RSUs granted during the six months ended June 30, 2025,14,457,018 have time-based vesting requirements, and 1,280,517 have performance-based vesting requirements.

During the six months ended June 30, 2025,14,912,601 RSUs vested, of which 4,345,322 were withheld for employee tax obligations.

Stock Options—The table below summarizes the stock option activity for thesix months ended June 30, 2025:

The fair value of the options which vested during the six months ended June 30, 2025 was $1.3 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 thesix months ended June 30, 2025. The exercise price of the options granted is equal to the fair value of the underlying shares at the grant date. As of June 30, 2025 and December 31, 2024, stock options outstanding under the Cayman Incentive Plans are 2,357,514 and 2,363,514, respectively. None of the outstanding stock options are exercisable.

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

During the six months ended June 30, 2025, 174,906 shares were sold under the ESPP.

The fair value of the ESPP purchase rights sold duringthe six months ended June 30, 2025 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 six months ended June 30, 2025 and 2024 (in thousands):

As of June 30, 2025, there was$217.4 million of unrecognized stock compensation expense related to unvested time-based awards which is expected to be recognized over a weighted-average period of 2.3 years. As of June 30, 2025, there was$25.0 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 2.0 years.

As of June 30, 2025, there was $35.4 million of unrecognized stock compensation expense related to the restricted common stock subject to re-vesting conditions issued as part of the acquisition of EvolutionIQ in January 2025 (see Note 3 and Note 17). The unrecognized stock compensation expense is expected to be recognized over a weighted-average period of 1.6 years.

19. WARRANTS

Upon consummation of the Business Combination, the Company assumed warrants sold in a private placement ("Private Warrants") issued by Dragoneer.

Private Warrants could only be exercised for a whole number of shares of the Company’s common stock. Each whole Private Warrant entitled the registered holder to purchase one share of the Company’s common stock. All warrants had an exercise price of $11.50 per share, subject to adjustment, beginning on August 29, 2021, and were to expire on July 30, 2026 or earlier upon redemption or liquidation. Additionally, the Private Warrants were exercisable on a cashless basis and were non-redeemable, so long as they were held by the initial purchasers or their permitted transferees. If the Private Warrants were held by someone other than the initial purchasers or their permitted transferees, the Private Warrants were redeemable by the Company and exercisable by such holders.

During May 2024, the Company redeemed all of the outstanding Private Warrants for an aggregate 3,809,200 shares of the Company’s common stock. Following the redemption, the Company hadno Private Warrants outstanding.

During the three and six months ended June 30, 2024, the Company recognized income of $16.0 million and $14.4 million, respectively as a change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive income (loss).

20. 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 June 30, 2025, there were no material changes from the amounts disclosed as of December 31, 2024.

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 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.

21. 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.

In a prior year, the Company made claims against certain parties for violation of its intellectual property and other related actions. These claims were settled during the six months ended June 30, 2025.

22. 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 six months ended June 30, 2025 and 2024 (in thousands):

As of June 30, 2025 and 2024, all receivables and payables from related parties were de minimis.

23. OTHER (EXPENSE) INCOME—NET

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

24. 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).

Approximately 11,524,628 and 52,267 common stock equivalent shares were excluded from the computation of diluted per share amounts for thethree months ended June 30, 2025 and 2024, respectively, because their effect was anti-dilutive.

Approximately 28,922,996 and 4,794,260 common stock equivalent shares were excluded from the computation of diluted per share amounts for thesix months ended June 30, 2025 and 2024, respectively, because their effect was anti-dilutive.

As part of the 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 Business Combination if neither of the defined triggering events has occurred. The Sponsor Vesting Shares are issued and outstanding during thethree and six months ended June 30, 2025 and 2024 and excluded from the weighted average number of shares of common stock outstanding until the vesting requirement is met and the restriction is removed.

25. 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 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 those 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 and changes in fair value of warrant liabilities.

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):