Accelerant Holdings
For the period ended May 12, 2026. Filed Mar 30, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2026 · Filed Mar 30, 2026
Contents
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Accelerant Holdings (the “Company” or “Accelerant”), for use in voting at the 2026 Annual General Meeting of Shareholders, to be held on Tuesday, May 12, 2026 at 10:00 a.m. local time (British Summer Time), at the London Marriott Grosvenor Square, Grosvenor Sq, London W1K 6JP, United Kingdom, and at any adjournment or postponement thereof, for the purposes set forth in the attached notice. The proxy solicitation materials are being distributed to shareholders entitled to vote as of the Record Date.
Accelerant is currently an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Because Accelerant is an emerging growth company, it is not required to include a Compensation Discussion and Analysis section in this proxy statement and has elected to comply with the scaled-down executive compensation disclosure requirements applicable to emerging growth companies. In addition, as an emerging growth company, Accelerant is not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which votes must be conducted.
About the Meeting
What is the purpose of the Annual General Meeting of Shareholders?
At the Annual General Meeting of Shareholders, shareholders will be asked to: (i) consider and vote upon the election of three Class I directors, each to hold office for a three-year term expiring at the 2029 Annual General Meeting of Shareholders and until his or her successor is duly elected and qualifies; (ii) consider and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”), as our independent registered public accounting firm, for the year ending December 31, 2026; and (iii) transact such other business as may properly come before the Annual General Meeting of Shareholders or any adjournment or postponement thereof.
Management will also respond to questions from shareholders. In addition, representatives of PwC, our independent registered public accounting firm, are expected to be present at the Annual General Meeting of Shareholders, will have an opportunity to make a statement if they so desire, and will be available to respond to questions from our shareholders.
What is our Board of Directors’ voting recommendation?
Unless you give other instructions on your proxy card, the individuals named on the card as proxy holders will vote in accordance with the recommendations of our Board of Directors (the “Board”). Our Board unanimously recommends that you vote your shares: (i) “FOR” each of the three Class I director nominees; and (ii) “FOR” the ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2026. No director has informed us that he or she intends to oppose any action intended to be taken by us.
What happens if additional proposals are presented at the Annual General Meeting of Shareholders?
Other than the matters described in this proxy statement, we do not expect any additional matters to be presented for a vote at the Annual General Meeting of Shareholders. If other matters are presented and you are authorizing a proxy, your proxy grants the individuals named as proxy holders the discretion to vote your shares on any additional matters properly presented for a vote at the Annual General Meeting of Shareholders.
Who is entitled to vote?
Only shareholders of record at the close of business on the Record Date are entitled to receive notice of the Annual General Meeting of Shareholders and to vote the common shares that they hold on that date at the Annual General Meeting of Shareholders or any adjournments or postponements thereof. As of the Record Date, there were 222,160,004 of our common shares issued and outstanding, composed of 116,757,858 Class A common shares, $0.0000011951862 par value per share, and 105,402,146 Class B common shares, $0.0000011951862 par value per share. Holders of the Company’s Class A common shares are entitled to one vote for each share held as of the Record Date. Holders of the Company’s Class B common shares are entitled to ten votes for each share held as of the Record Date.
What constitutes a quorum?
If holders of a simple majority of our common shares issued and outstanding on the Record Date are present at the Annual General Meeting of Shareholders, either in person or by proxy, we will have a quorum at the Annual General Meeting of Shareholders, permitting the conduct of business at the Annual General Meeting of Shareholders. Abstentions and broker non-votes will be counted to determine whether a quorum is present. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that matter and has not received voting instructions from the beneficial owner.
How do I vote my shares at the Annual General Meeting of Shareholders?
Authorizing a Proxy by Mail — Shareholders may authorize a proxy by completing the accompanying proxy card and mailing it in the accompanying self-addressed, postage-paid return envelope. Completed proxy cards must be received by May 11, 2026.
Authorizing a Proxy by Internet — Shareholders may authorize a proxy electronically using the Internet at www.AALvote.com/ARX until 11:59 p.m. Eastern Time on May 11, 2026.
Can I revoke my proxy after I return my proxy card or after I authorize a proxy using the Internet?
If you are a shareholder of record as of March 13, 2026, you may revoke your proxy at any time before the proxy is exercised at the Annual General Meeting of Shareholders by delivering to our Secretary a written notice of revocation or a properly signed proxy bearing a later date, or by attending the Annual General Meeting of Shareholders and voting in person (although attendance at the Annual General Meeting of Shareholders will not cause your previously granted proxy to be revoked unless you specifically so request). To revoke a proxy previously submitted through the Internet, you may simply authorize a proxy again at a later date using the same procedure set forth above, but before the deadline for Internet proxy authorization, in which case the later submitted proxy will be recorded and the earlier proxy revoked.
If you hold our common shares in “street name,” you will need to contact the institution that holds your common shares and follow its instructions for revoking a proxy.
What vote is required to approve each proposal that comes before the Annual General Meeting of Shareholders?
| ● | In the election of directors, the appointment of the three Class I director nominees requires an ordinary resolution, meaning a resolution passed by a simple majority of the members who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Annual General Meeting. There is no cumulative voting in the election of directors and broker non-votes will not be counted as votes cast. |
| ● | To ratify the appointment of PwC, the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present must be cast in favor of the proposal. |
Abstentions and withheld votes will have no impact on any of the above proposals. Broker non-votes are not expected with respect to the proposal to ratify the appointment of PwC, which is considered a “routine proposal” under New York Stock Exchange (the “NYSE”) rules, and will have no impact on any of the other proposals.
Who will bear the costs of soliciting proxies for the Annual General Meeting of Shareholders?
The expenses of preparing, assembling, printing and mailing the Internet Availability Notice, this proxy statement and the materials used in the solicitation of proxies, as available, will be borne by us. In addition to the distribution of these proxy materials, the solicitation of proxies may be made in person, by telephone or by electronic communication by our directors and officers who will not receive any additional compensation for such solicitation activities. We do not anticipate paying any compensation to any other party for the solicitation of proxies but may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy solicitation materials to our shareholders. Although we may retain the services of a proxy solicitation firm if, in our Board’s view, it is deemed necessary or advisable, we do not currently expect to retain such a firm.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.