CCC Intelligent Solutions (CCC) Proxy filing summary

Executive summary

• Signed Oct. 14, 2026 merger agreement for an all-cash acquisition at $7.75 per share; transaction enterprise value ~$6.1B, with stated premiums of ~44% to the July 9 unaffected close and ~59% to the 30-day average.

• Closing is expected in Q1 2027, subject to stockholder and regulatory approvals; financing is committed and is not a closing condition.

• Following closing, the surviving entity will be privately held, wholly owned by Mozart Parent, and its common stock will be delisted from Nasdaq.

Voting matters and shareholder proposals

• Adoption requires approval by holders of a majority of outstanding common shares entitled to vote; the board recommends approval and a stockholder meeting will be called to consider the merger.

• Preliminary proxy filing is due within 25 business days; the meeting follows SEC clearance and cannot be held before the 20th business day after proxy mailing.

• The board may change its recommendation for a superior proposal or intervening event after fiduciary review, advance notice and an opportunity for Parent to propose revisions.

Board of directors and corporate governance

• Directors present unanimously approved the merger, found it advisable and in stockholders’ best interests, and recommended adoption.

• Morgan Stanley delivered a fairness opinion that the $7.75 per-share consideration was fair from a financial point of view to eligible common stockholders.

• At closing, Merger Sub’s directors become directors of the surviving entity, while the existing officers continue in office, subject to successor appointment or earlier departure.