CCC Intelligent Solutions Holdings Inc.

ORGANIZATION AND NATURE OF OPERATIONS

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

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

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

BUSINESS ACQUISITION

EvolutionIQ

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

The Company acquired all outstanding shares of EvolutionIQ in exchange for total consi deration of $674.3 million. 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 90 days of closing for the adjustment holdbacks and within 36 months of closing for the general indemnity, subject to reduction for certain indemnifications and other potential obligations of the selling shareholders. For the year ended December 31, 2025, the adjustment escrow was distributed with the sellers receiving $2.6 million and the Company receiving $4.7 million. As of March 31, 2026, the remaining escrow balance of $1.6 million relates to the general indemnity.

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 had 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, and the remaining $46.7 million is recognized as stock-based compensation expense over the vesting period (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 is released to the selling shareholders. If the optionholder meets the vesting requirement, the optionholder receives the corresponding holdback amount in shares of the Company’s common stock, and the holdback cash amount is retained by the Company. Upon settlement the Company retained $3.1 million and returned $0.1 million to the selling shareholders.

The acquisition of EvolutionIQ was accounted for as a business combination and reflects the application of acquisition accounting in accordance with 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. The purchase price allocation was finalized during the year ended December 31, 2025.

The following table summarizes the final 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 in thousands):

The Company utilized different valuation approaches and methodologies to determine the fair values of acquired intangible assets. The valuation approaches and methodologies were based on estimates of future operating projections as well as judgments on the discount rates and other variables. These fair values were 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 amortized on a straight-line basis.

The Company incurred transaction costs associated with the acquisition of$17.0 million. The Company incurred transaction costs of $8.3 million, included in general and administrative expenses within the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2025.

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 months ended March 31, 2026 and 2025 (in thousands):

Transaction Price Allocated to the Remaining Performance Obligations—Remaining performance obligations represent contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. As of March 31, 2026, approximately $1,908 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $814 million during the following twelve months, and approximately $1,094 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 March 31, 2026 from amounts in deferred revenue as of December 31, 2025 was $51.3 million. Revenue recognized for the three months ended March 31, 2025 from amounts in deferred revenue as of December 31, 2024 was $42.3 million.

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

FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Interest Rate Swaps—In February 2025, the Company entered into three interest rate swap agreements to reduce its exposure to variability from future cash flows resulting from interest rate risk related to its floating rate long-term debt (see Note 14). The fair value of the interest rate swap agreements was estimated using inputs that were observable or that could be corroborated by observable market data and therefore was classified within Level 2 of the fair value hierarchy as of March 31, 2026.

The Company does not designate its interest rate swap agreements as hedging instruments and records the changes in fair value within other income (expense)-net on the condensed consolidated statements of operations and comprehensive income (loss). As of March 31, 2026, the interest rate swap agreem ents had a fair value liability of $3.0 million. The fair value of the interest rate swap agreements is classified within other liabilities in the accompanying condensed consolidated balance sheet as of March 31, 2026.

The following table presents the fair value of the assetsand liabilities measured at fair value on a recurring basis at March 31, 2026 (in thousands):

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

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

The Company didnot recognize any impairment charges related to these assets during thethree months ended March 31, 2026 and 2025.

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

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

INCOME TAXES

The Company recognized an income tax provision of $18.0 million and an income tax benefit of $13.4 million for thethree months ended March 31, 2026 and 2025, respectively. The income tax provision for the three months ended March 31, 2026 was primarily due to the Company’s pre-tax book income, as well as the tax impact related to stock-based compensation expense. The income tax benefit for the three months ended March 31, 2025 was primarily due to the Company's pre-tax book loss.

The Company made income tax payments of $0.9 million and $1.0 million during thethree months ended March 31, 2026 and 2025, respectively. The Company received a federal refund of $2.9 million and refunds of $0.1 million from various states during the three months ended March 31, 2026 and refunds of $0.5 million from various states during the three months ended March 31, 2025.

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

accounts receivable

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

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

Changes to the allowance for credit losses and sales reserves during thethree months ended March 31, 2026 and 2025 consist of the following (in thousands):

OTHER CURRENT ASSETS

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

SOFTWARE, EQUIPMENT, AND PROPERTY

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

Depreciation and amortization expense related to software, equipment and property was$13.4 million and $13.6 million for thethree months ended March 31, 2026 and 2025, respectively.

LEASES

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

The components of lease expense for thethree months ended March 31, 2026 and 2025 were as follows (in thousands):

During the three months ended March 31, 2026 and 2025, the Company made cash payments for operating leases of $2.9 million and $2.3 million, respectively.

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 months ended March 31, 2026.

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

The accumulated impairment loss as of December 31, 2025 was due to impairment charges of $77.4 million and $25.8 million recognized during the years ended December 31, 2023 and December 31, 2019, respectively.

There were no changes in the carrying amount of goodwill during the three months ended March 31, 2026.

Intangible Assets—No intangible asset impairments were recorded during thethree months ended March 31, 2026.

The intangible assets balance as of March 31, 2026 is reflected below (in thousands):

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

Amortization expense for intangible assets was $22.9 million and $22.9 millionfor the three months ended March 31, 2026 and 2025, respectively.

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

ACCRUED EXPENSES

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

OTHER LIABILITIES

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

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”).

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. The 2021 Credit Agreement also includes a revolving credit facility (“2021 Revolving Credit Facility”) for an aggregate principal amount of $250.0 million. The 2021 Revolving Credit Facility has a sublimit of $75.0 million for letters of credit.

2024 Refinancing— In September 2024, the Company entered into Amendment No. 2 to the 2021 Credit Agreement (the “Second Amendment”) to (i) remove the secured overnight financing rate (“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, subject to a springing maturity date of June 22, 2028 if greater than $234.0 million of the initial term loan remains outstanding as of such date.

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 theterm of the 2021 Revolving Credit Facility.

2025 Additional Borrowing and Refinancing— On January 6, 2025, in conjunction with the acquisition of EvolutionIQ (Note 3), the Company entered into Amendment No.3 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”). Immediately after the Third Amendment, 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.

Immediately after the Third 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 (as defined below), the Incremental Term Loans were refinanced together with other term loans outlined in the following paragraphs.

On January 23, 2025, the Company entered into Amendment No.4 (the “Fourth Amendment”) to the 2021 Credit Agreement.

Pursuant to the terms of the Fourth Amendment, (i) the Company incurred incremental term loans in an aggregate principal amount of $225.0 million, which were used to refinance certain outstanding incremental term loans (including the Incremental Term Loans), (ii) the maturity of all term loans under the 2021 Credit Agreement was extended to January 23, 2032, (iii) the credit spread adjustment applicable to SOFR loans under the 2021 Credit Agreement was removed, and (iv) the interest rate margin applicable to all term loans under the 2021 Credit Agreement was removed.

On December 12, 2025, the Company entered into Amendment No.5 to the 2021 Credit Agreement (the “Fifth Amendment”).

Pursuant to the terms of the Fifth Amendment, the Company incurred incremental term loans in an aggregate principal amount of $300.0 million, which were used to fund the 2025 Accelerated Share Repurchase (“ASR”) program (Note 17).

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

Upon execution of the Fifth Amendment, the Company had outstanding borrowings under all term loans under the 2021 Credit Agreement of $1,291 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 Company incurred $6.5 million in costs related to the Third and Fourth Amendments, recorded as contra debt. The Company incurred$1.2 million in costs related to the Fifth Amendment, 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 $3.3 million until December 31, 2031, with the remaining outstanding principal amount required to be paid on the maturitydate, January 23, 2032. 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, 2025, 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, wasnot required to make a prepayment of principal.

As of March 31, 2026 and December 31, 2025, the amount outstanding on the Term Loan is $1,287.7 million and $1,291.0 million, respectively, of which $13.0 million is 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.

From and after 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); or

(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 Fourth Amendment, the interest rate per annum applicable to the loans was 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).

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 March 31, 2026 and 2025, the weighted-average interest rate on the outstanding borrowings under the initial term loan was 5.8%and 6.1%, respectively.

As of March 31, 2026 and December 31, 2025, the Company had outstanding standby letters of credit for$1.0 million and$1.1 million, respectively, which reduces the amount available to be borrowed under the 2021 Revolving Credit Facility. As of March 31, 2026 and December 31, 2025, $249.0 million and $248.9 million, respectively, was available to be borrowed.

Borrowings under the 2021 Credit Agreement are guaranteed by Cypress Holdings Intermediate Holdings II, LLC., and certain of its U.S. subsidiaries by a perfected first priority lien on the stock of CCC Intelligent Solutions Inc., and substantially all of its assets, subject to various limitations and exceptions.

The 2021 Credit Agreement contains representations and warranties, and affirmative and negative covenants, that among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness, incur liens, engage in mergers, consolidations, liquidations or dissolutions; pay dividends and distributions on, or redeem, repurchase or retire our capital stock; and make certain investments, acquisitions, loans, or advances.

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 March 31, 2026 and December 31, 2025.

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

Interest Rate Swaps—In February 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.

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 March 31, 2026. The Company does not designate its interest rate swap agreements as hedging instruments and records the changes in fair value within earnings. As of March 31, 2026, the aggregate fair value of the Swaps was a liability of $3.0 million (see Note 5).

Net cash paid related to the Swaps was$0.5 millionfor the three months ended March 31, 2026, recorded within other income (expense)-net on the condensed consolidated statement of operations and comprehensive income (loss).

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 had an aggregate notional amount of $600.0 million and a one-month SOFR cap rate of 4.00%. The interest rate cap agreements expired in July 2025.

Cash received related to the interest rate cap agreements was$0.5 million forthe three months ended March 31, 2025, recorded within other income (expense)-net on the condensed consolidated statement of operations and comprehensive income (loss).

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 CCCIS 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 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 has 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 do not participate in net income or losses.

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.

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 are no longer presented within mezzanine equity as a redeemable non-controlling interest. As of March 31, 2026, the Preferred Shares are recognized as a Payable to Investor within current liabilities on the Company’s condensed consolidated balance sheet.

The activity impacting the redeemable non-controlling interest during thethree months ended March 31, 2026 and 2025 is presented below (in thousands):

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, which included accrued interest of $0.4 million. The Promissory Note accrues interest at a rate of 12.0% per annum, compounded daily. All accrued interest is payable in kind and added to the outstanding principal amount. During the three months ended March 31, 2026, the Company recognized $0.8 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 March 31, 2026, the total amount outstanding under the Promissory Note was $26.0 million.

CAPITAL STOCK

Preferred Stock—The Company is authorized to issue up to 100,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of March 31, 2026, there wereno shares of preferred stock issued or outstanding.

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

There were 586,695,554 and 605,449,050 shares of common stock issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.

Restricted Common Stock—As part of the acquisition of EvolutionIQ in January 2025 (see Note 3), the Company issued 10,356,096 restricted shares of common stock, subject to re-vesting conditions. The restricted shares have service-based vesting conditions and vest annually over two years. As of March 31, 2026,5,178,048 restricted shares remain unvested. The fair value ofthe restricted shares at the acquisition date was $118.2 million, of which $71.5 million was included as purchase consideration and the remaining $46.7 million will be recognized as stock-based compensation expense over the vesting period.

Secondary Offerings and Stock Repurchase—There were no secondary offerings during the three months ended March 31, 2026.

During the three months ended March 2025, a secondary offering was completed and 7,000,000 shares of common stock were repurchased by the Company for an aggregate price of $72.3 million. The shares repurchased by the Company were formally retired. The excess purchase price over par value was charged directly to accumulated deficit. In connection with the secondary offering, the Company incurred costs of $0.3 million included within general and administrative expenses on the condensed consolidated statement of operations and comprehensive income (loss).

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

In March 2026,16,565,982 shares of common stock were repurchased by the Company under the 2025 Share Repurchase Program for an aggregate price of$100.0 million and were formally retired with the excess purchase price over par value charged directly to accumulated deficit. As of March 31, 2026, the Company has $100.0 million available to purchase under the 2025 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 was authorized to repurchase shares through open market purchases, privately negotiated transactions, accelerated share repurchases, or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, in accordance with applicable securities laws and other restrictions. The 2024 Repurchase Program did not obligate the Company to repurchase any amount of common stock.

During the three months ended March 31, 2025, the Company repurchased $72.3 million of its common stock under the 2024 Share Repurchase Program. The remaining authorization of the 2024 Share Repurchase Program was utilized through subsequent share repurchases which occurred during the year ended December 31, 2025.

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

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

STOCK INCENTIVE PLANS

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

Restricted Stock Units and Restricted Stock Awards—The table below summarizes the restricted stock unit (“RSU”) and restricted stock award (“RSA”) activity for the three months ended March 31, 2026:

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

During the three months ended March 31, 2026, the Company granted 11,792,934 RSUs. Of the RSUs granted during thethree months ended March 31, 2026,10,218,931 have time-based vesting requirements, and 1,574,003 have performance-based vesting requirements. The performance-based awards granted during the three months ended March 31,2026, include both a performance and a market condition. The grant date fair value of the performance-based awards with a market condition is estimated on the date of grant using the Monte Carlo simulation model.

During the three months ended March 31, 2026,8,808,980 RSUs vested, of which 2,741,143 were withheld for employee tax obligations.

Stock Options—The table below summarizes the stock option activity for thethree months ended March 31, 2026:

The fair value of the options which vested during the three months ended March 31, 2026 was $0.5 million.

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

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

There wereno stock options under the Cayman Incentive Plans granted during thethree months ended March 31, 2026. The exercise price of the options granted is equal to the fair value of the underlying shares at the grant date. As of March 31, 2026 and December 31, 2025,2,334,827 and 2,355,400 stock options under the Cayman Incentive Plans are outstanding.

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

During the three months ended March 31, 2026, 190,081 shares were sold under the ESPP.

The fair value of the ESPP purchase rights sold duringthe three months ended March 31, 2026 was estimated using the Black-Scholes option pricing model with the following assumptions:

Stock-Based Compensation—Stock-based compensation expense has been recorded in the accompanying condensed consolidated statements of operations and comprehensive income (loss) as follows for the three months ended March 31, 2026 and 2025 (in thousands):

As of March 31, 2026, there was $182.8 million of unrecognized stock compensation expense related to unvested time-based awards which is expected to be recognized over a weighted-average period of 2.2 years. As of March 31, 2026, there was $24.7 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 1.9 years.

COMMITMENTS

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

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

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

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

LEGAL PROCEEDINGS AND CONTINGENCIES

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

In 2024, the Company made claims against certain parties for violation of its intellectual property and other related actions. These claims were settled during the three months ended March 31, 2025.

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 months ended March 31, 2026 and 2025 (in thousands):

• Not significant.

^ Not a related party during the three months ended March 31.

As of March 31, 2026 and 2025, all receivables and payables from related parties were de minimis.

OTHER INCOME (EXPENSE)—NET

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

NET INCOME (LOSS) PER SHARE

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

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

Approximately 14,719,220 and 32,825,933 common stock equivalent shares were excluded from the computation of diluted per share amounts for thethree months ended March 31, 2026 and 2025, 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 the three months ended March 31, 2026 and 2025 and excluded from the weighted average number of shares of common stock outstanding until the vesting requirement is met and the restriction is removed. For information regarding the Business Combination and the shares issued and held by Dragoneer, see "Note 19. Capital Stock" of our Annual Report on Form 10-K for the year ended December 31, 2025.

SEGMENT INFORMATION and information about geographic areas

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

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

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

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

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

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

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

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

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

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

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

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

(7) Other segment items include 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.

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):