CCCｲﾝﾃﾘｼﾞｪﾝﾄｿﾘｭｰｼｮﾝｽﾞHDの四半期報告

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

CCC INTELLIGENT SOLUTIONS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

     Delaware

     001-39447

     98-1546280

     (State or other jurisdiction 
of incorporation or organization)

     (Commission 
File Number)

     (IRS Employer 
Identification No.)

    

     167 N. Green Street, 9th Floor
Chicago, Illinois 
(Address Of Principal Executive Offices)

     60607 
(Zip Code)

(800) 621-8070

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	CCCS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 29, 2025, 659,060,196 shares of common stock, $0.0001 par value per share, were issued and outstanding.

CCC INTELLIGENT SOLUTIONS HOLDINGS INC.

Form 10-Q

For the Quarter Ended March 31, 2025

Table of Contents


		Page
PART I. FINANCIAL INFORMATION`

	Cautionary Statement Regarding Forward-Looking Statements	3
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	5
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024	6
	Unaudited Condensed Consolidated Statements of Mezzanine Equity and Stockholders’ Equity for the three months ended March 31, 2025 and 2024	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	9
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	40
Item 4.	Controls and Procedures	40

PART II. OTHER INFORMATION



Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42

FORWARD-LOOKING STATEMENTS

The section titled "Management’s Discussion and Analysis of Financial Condition and Results of Operations" as well as other parts of this Quarterly Report on Form 10-Q contain "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the future financial performance and business strategies and expectations for our business. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include information concerning our possible or assumed future results of operations, client demand, business strategies, technology developments, financing and investment plans, competitive position, our industry and regulatory environment, potential growth opportunities and the effects of competition.

Important factors that could cause actual results to differ materially from our expectations include:

•

our revenues, the concentration of our customers and the ability to retain our current customers;

•

our ability to negotiate with our customers on favorable terms;

•

our ability to maintain and grow our brand and reputation cost-effectively;

•

the execution of our growth strategy;

•

the impact of public health outbreaks, epidemics or pandemics on our business and results of operations;

•

our projected financial information, growth rate and market opportunity;

•

the health of our industry, claim volumes, and market conditions;

•

changes in the insurance and automotive collision industries, including the adoption of new technologies;

•

global economic conditions and geopolitical events, including the imposition of trade tariffs, supply chain disruption and inflationary pressures;

•

competition in our market and our ability to retain and grow market share;

•

our ability to develop, introduce and market new enhanced versions of our solutions;

•

our sales and implementation cycles;

•

the ability of our research and development efforts to create significant new revenue streams;

•

changes in applicable laws or regulations;

•

changes in international economic, political, social and governmental conditions and policies, including corruption risks in China and other countries;

•

our reliance on third-party data, technology and intellectual property;

•

our ability to protect our intellectual property;

•

our ability to keep our data and information systems secure from data security breaches;

•

changes in our customers' or the public's perceptions regarding the use of artificial intelligence ("AI");

•

our ability to acquire or invest in companies or pursue business partnerships;

•

our ability to raise financing in the future and improve our capital structure;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors;

•

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•

our ability to expand or maintain our existing customer base; and

•

our ability to service our indebtedness.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described above and under the heading "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. There may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	March 31,			December 31,
	2025			2024
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	130,323		$	398,983
Accounts receivable—Net of allowances of $4,325 and $4,692 as of March 31, 2025 and December 31, 2024, respectively		99,594			106,578
Income taxes receivable		8,843			7,743
Deferred contract costs		22,884			22,373
Other current assets		36,269			28,973
Total current assets		297,913			564,650
SOFTWARE, EQUIPMENT, AND PROPERTY—Net		172,640			172,079
OPERATING LEASE ASSETS		37,902			29,762
INTANGIBLE ASSETS—Net		1,079,298			934,278
GOODWILL		1,956,485			1,417,724
DEFERRED FINANCING FEES, REVOLVER—Net		1,643			1,743
DEFERRED CONTRACT COSTS		19,295			18,692
EQUITY METHOD INVESTMENT		10,228			10,228
OTHER ASSETS		36,408			34,062
TOTAL	$	3,611,812		$	3,183,218
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	23,775		$	18,393
Accrued expenses		58,166			72,543
Income taxes payable		80			80
Current portion of long-term debt		10,010			8,000
Current portion of long-term licensing agreement—Net		3,308			3,257
Operating lease liabilities		7,522			7,658
Deferred revenues		67,980			44,915
Payable to Investor (See Note 15)		22,955			—
Total current liabilities		193,796			154,846
LONG-TERM DEBT—Net		975,396			761,053
DEFERRED INCOME TAXES—Net		168,406			164,844
LONG-TERM LICENSING AGREEMENT—Net		23,588			24,435
OPERATING LEASE LIABILITIES		54,920			47,235
OTHER LIABILITIES		18,246			11,303
Total liabilities		1,434,352			1,163,716
COMMITMENTS AND CONTINGENCIES (Notes 19 and 20)
MEZZANINE EQUITY:
Redeemable non-controlling interest		—			21,679
STOCKHOLDERS’ EQUITY:
Preferred stock—$0.0001 par; 100,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock—$0.0001 par; 5,000,000,000 shares authorized; 658,636,205 and 629,207,115 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		66			63
Additional paid-in capital		3,363,526			3,094,182
Accumulated deficit		(1,184,922	)		(1,095,227	)
Accumulated other comprehensive loss		(1,210	)		(1,195	)
Total stockholders’ equity		2,177,460			1,997,823
TOTAL	$	3,611,812		$	3,183,218

See notes to condensed consolidated financial statements.

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)


	For the Three Months Ended
	March 31,
	2025			2024
REVENUES	$	251,565		$	227,237
COST OF REVENUES
Cost of revenues, exclusive of amortization of acquired technologies		62,205			52,808
Amortization of acquired technologies		4,368			6,567
Total cost of revenues		66,573			59,375
GROSS PROFIT		184,992			167,862
OPERATING EXPENSES:
Research and development		61,763			49,477
Selling and marketing		48,297			35,586
General and administrative		67,119			57,060
Amortization of intangible assets		18,512			17,942
Total operating expenses		195,691			160,065
OPERATING (LOSS) INCOME		(10,699	)		7,797
INTEREST EXPENSE		(16,926	)		(16,452	)
INTEREST INCOME		1,948			2,467
CHANGE IN FAIR VALUE OF WARRANT LIABILITIES		—			(1,585	)
OTHER (EXPENSE) INCOME—NET		(5,097	)		2,939
PRETAX LOSS		(30,774	)		(4,834	)
INCOME TAX BENEFIT		13,353			4,237
NET LOSS INCLUDING NON-CONTROLLING INTEREST		(17,421	)		(597	)
LESS: ACCRETION OF REDEEMABLE NON-CONTROLLING INTEREST		(1,276	)		(1,142	)
NET LOSS ATTRIBUTABLE TO CCC INTELLIGENT SOLUTIONS HOLDINGS INC. COMMON STOCKHOLDERS	$	(18,697	)	$	(1,739	)
Net loss per share attributable to common stockholders:
Basic	$	(0.03	)	$	(0.00	)
Diluted	$	(0.03	)	$	(0.00	)
Weighted-average shares used in computing net loss per share attributable to common stockholders:
Basic		636,832,216			598,279,377
Diluted		636,832,216			598,279,377
COMPREHENSIVE LOSS:
Net loss including non-controlling interest		(17,421	)		(597	)
Other comprehensive income (loss)—Foreign currency translation adjustment		(15	)		(75	)
COMPREHENSIVE LOSS INCLUDING NON-CONTROLLING INTEREST		(17,436	)		(672	)
Less: accretion of redeemable non-controlling interest		(1,276	)		(1,142	)
COMPREHENSIVE LOSS ATTRIBUTABLE TO CCC INTELLIGENT SOLUTIONS HOLDINGS INC. COMMON STOCKHOLDERS	$	(18,712	)	$	(1,814	)

See notes to condensed consolidated financial statements.

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

(In thousands, except number of shares)

(Unaudited)


	Redeemable
	Non-Controlling			Preferred Stock—Issued and Outstanding				Common Stock—Issued and Outstanding												Accumulated
	Interest													Additional						Other			Total
				Number of		Par		Number of			Par			Paid-In			Accumulated			Comprehensive			Stockholders’
				Shares		Value		Shares			Value			Capital			Deficit			Loss			Equity

BALANCE—December 31, 2024	$	21,679			—	$	—		629,207,115		$	63		$	3,094,182		$	(1,095,227	)	$	(1,195	)	$	1,997,823
Stock-based compensation expense		—			—		—		—			—			61,048			—			—			61,048
Exercise of stock options		—			—		—		330,413			—			956			—			—			956
Issuance of common stock under employee stock purchase plan		—			—		—		174,906			—			1,650			—			—			1,650
Issuance of common stock upon vesting of RSUs—net of tax		—			—		—		9,095,994			1			(43,472	)		—			—			(43,471	)
Issuance of restricted stock awards for business acquisition		—			—		—		792,174			—			—			—			—			—
Issuance of common stock for business acquisition (1)		—			—		—		26,035,603			3			250,438			—			—			250,441
Repurchase and retirement of common stock		—			—		—		(7,000,000	)		(1	)		—			(72,274	)		—			(72,275	)
Accretion of redeemable non-controlling interest		1,276			—		—		—			—			(1,276	)		—			—			(1,276	)
Reclassification of redeemable non-controlling interest		(22,955	)		—		—		—			—			—			—			—			—
Foreign currency translation adjustment		—			—		—		—			—			—			—			(15	)		(15	)
Net loss		—			—		—		—			—			—			(17,421	)		—			(17,421	)
BALANCE—March 31, 2025	$	—			—		—		658,636,205		$	66			3,363,526		$	(1,184,922	)	$	(1,210	)	$	2,177,460

(1) Issuance of common stock for business acquisition includes 10,356,096 of restricted shares of common stock subject to revesting requirements (see Note 16).

See notes to condensed consolidated financial statements.

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

(In thousands, except number of shares)

(Unaudited)


	Redeemable
	Non-Controlling		Preferred Stock—Issued and Outstanding				Common Stock—Issued and Outstanding										Accumulated
	Interest										Additional						Other			Total
			Number of		Par		Number of		Par		Paid-In			Accumulated			Comprehensive			Stockholders’
			Shares		Value		Shares		Value		Capital			Deficit			Loss			Equity
BALANCE—December 31, 2023	$	16,584		—	$	—		603,128,781	$	60	$	2,909,757		$	(1,126,467	)	$	(1,073	)	$	1,782,277
Stock-based compensation expense		—		—		—		—		—		44,971			—			—			44,971
Exercise of stock options		—		—		—		3,346,599		—		8,822			—			—			8,822
Issuance of common stock under employee stock purchase plan		—		—		—		194,307		—		1,833			—			—			1,833
Issuance of common stock upon vesting of RSUs—net of tax		—		—		—		7,588,048		1		(52,581	)		—			—			(52,580	)
Accretion of redeemable non-controlling interest		1,142		—		—		—		—		(1,142	)		—			—			(1,142	)
Foreign currency translation adjustment		—		—		—		—		—		—			—			(75	)		(75	)
Net loss		—		—		—		—		—		—			(597	)		—			(597	)
BALANCE—March 31, 2024	$	17,726		—	$	0		614,257,735	$	61	$	2,911,660		$	(1,127,064	)	$	(1,148	)	$	1,783,509

See notes to condensed consolidated financial statements.

CCC INTELLIGENT SOLUTIONS HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	For the Three Months Ended
	March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(17,421	)	$	(597	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization of software, equipment, and property		13,595			9,442
Amortization of intangible assets		22,880			24,509
Deferred income taxes		(13,354	)		(12,055	)
Stock-based compensation		61,048			44,971
Amortization of deferred financing fees		474			462
Amortization of discount on debt		47			62
Change in fair value of derivative instruments		5,741			(718	)
Change in fair value of warrant liabilities		—			1,585
Loss on disposal of software, equipment and property		—			253
Other		—			71
Changes in:
Accounts receivable—Net		7,364			370
Deferred contract costs		(511	)		(793	)
Other current assets		(2,394	)		992
Deferred contract costs—Non-current		(603	)		842
Other assets		(2,346	)		144
Operating lease assets		701			(710	)
Income taxes		(1,100	)		7,235
Accounts payable		4,956			7,395
Accrued expenses		(20,983	)		(31,153	)
Operating lease liabilities		(1,292	)		298
Deferred revenues		1,604			1,697
Other liabilities		86			933
Net cash provided by operating activities		58,492			55,235
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of software, equipment, and property		(14,846	)		(15,663	)
Acquisition of EvolutionIQ, Inc., net of cash acquired		(415,133	)		—
Net cash used in investing activities		(429,979	)		(15,663	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		1,004			8,901
Proceeds from employee stock purchase plan		1,650			1,833
Payments for employee taxes withheld upon vesting of equity awards		(43,471	)		(52,581	)
Repurchase of common stock		(72,275	)		—
Proceeds from issuance of long-term debt		225,000			—
Payments of fees associated with the debt modification		(6,565	)		—
Principal payments on long-term debt		(2,503	)		(2,000	)
Net cash provided by (used in) financing activities		102,840			(43,847	)
NET EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		(13	)		(109	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		(268,660	)		(4,384	)
CASH AND CASH EQUIVALENTS:
Beginning of period		398,983			195,572
End of period	$	130,323		$	191,188
NONCASH INVESTING AND FINANCING ACTIVITIES:
Noncash purchases of software, equipment, and property	$	—		$	646
Reclassification of redeemable non-controlling interest	$	22,955		$	—
Stock issued related the Acquisition of EvolutionIQ, Inc.	$	250,441		$	—
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	16,358		$	15,908
Cash paid for income taxes—Net	$	445		$	576

See notes to condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 March 31, 2025 and December 31, 2024, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025 and 2024, the condensed consolidated statements of mezzanine equity and stockholders’ equity for the three months ended March 31, 2025 and 2024, and the condensed consolidated statements of cash flows for the three months ended March 31, 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, the estimates and assumptions associated with stock incentive plans and the estimated fair values of assets acquired and liabilities assumed for business combinations.

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 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 its insurance customers.

The Company acquired all the outstanding shares of EvolutionIQ in exchange for total consideration 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):


Cash consideration	$	420,642
Fair value of common stock issued		250,441
Fair value of option holdback		3,184
Total acquisition date fair value of the consideration transferred	$	674,267

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 16).

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 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 value 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 March 31, 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 value of the assets acquired and liabilities assumed at the acquisition date (in thousands):


Assets acquired:
Current assets	$	11,250
Intangible assets		167,900
Other non-current assets		8,947
Total assets acquired		188,097
Liabilities assumed:
Deferred revenue		21,461
Other current liabilities		3,976
Deferred tax liabilities		16,916
Non-current liabilities		10,238
Total liabilities assumed		52,591
Net assets acquired		135,506
Goodwill		538,761
Total purchase price	$	674,267

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


Intangible Asset	Fair Value		Discount Rate	Estimated Useful Life
Acquired technology	$	134,300	12.0%	8 years
Customer relationships		32,300	11.5%	16 years
Trademark		1,300	11.5%	5 years

The Company utilizes different valuation approaches and methodologies to determine the fair value 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 March 31, 2025, EvolutionIQ's revenues were less than 5.0% of the Company's total revenues and not material. For the period from the date of acquisition through March 31, 2025, EvolutionIQ's pretax loss was $28.2 million, including $20.1 million of stock-based compensation expense and $4.8 million of amortization expense.

The Company incurred transaction costs associated with the acquisition of $16.2 million. During the three months ended March 31, 2025, the Company incurred transaction costs of $7.5 million, included in general and administrative expenses within the condensed consolidated statements of operations and comprehensive 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 the three months ended March 31, 2025 and 2024 (in thousands):


	For the Three Months Ended
	March 31,
	2025		2024
Software subscriptions	$	242,536	$	218,069
Other		9,029		9,168
Total revenues	$	251,565	$	227,237

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, 2025, approximately $1,774 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $721 million during the following twelve months, and approximately $1,053 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, 2025 from amounts in deferred revenue as of December 31, 2024 was $42.3 million. Revenue recognized for the three months ended March 31, 2024 from amounts in deferred revenue as of December 31, 2023 was $39.0 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):


	March 31,		December 31,
	2025		2024
Accounts receivables—Net of allowances	$	99,594	$	106,578
Deferred contract costs		22,884		22,373
Long-term deferred contract costs		19,295		18,692
Other assets (accounts receivable, non-current)		21,570		16,946
Deferred revenues		67,980		44,915
Other liabilities (deferred revenues, non-current)		1,192		1,415

A summary of the activity impacting deferred revenue balances during the three months ended March 31, 2025 and 2024 is presented below (in thousands):


	For the Three Months Ended
	March 31,
	2025			2024
Balance at beginning of period	$	46,330		$	44,940
Revenue recognized1		(149,487	)		(115,413	)
Additional amounts deferred1		172,329			118,033
Balance at end of period	$	69,172		$	47,560

Classified as:
Current	$	67,980		$	45,254
Non-current		1,192			2,306
Total deferred revenue	$	69,172		$	47,560

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

The additional amount deferred during the three months ended March 31, 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 the three months ended March 31, 2025 and 2024 is presented below (in thousands):


	For the Three Months Ended
	March 31,
	2025			2024
Balance at beginning of period	$	41,065		$	40,202
Costs amortized		(5,664	)		(5,249	)
Additional amounts deferred		6,778			5,200
Balance at end of period	$	42,179		$	40,153

Classified as:
Current	$	22,884		$	18,693
Non-current		19,295			21,460
Total deferred contract costs	$	42,179		$	40,153

5. FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Interest Rate Swaps—During the three months ended March 31, 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, 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 loss. As of March 31, 2025, the interest rate swap agreements had a fair value liability of $5.3 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, 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 March 31, 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 loss. As of March 31, 2025 and December 31, 2024, the interest rate cap agreements had a fair value of $0.6 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 March 31, 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 March 31, 2025 (in thousands):


	Fair Value		Level 1		Level 2		Level 3
Assets
Interest rate caps	$	564	$	—	$	564	$	—
Total assets	$	564	$	—	$	564	$	—
Liabilities
Interest rate swaps	$	5,331	$	—	$	5,331	$	—
Total liabilities	$	5,331	$	—	$	5,331	$	—

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):


	Fair Value		Level 1		Level 2		Level 3
Assets
Interest rate caps	$	975	$	—	$	975	$	—
Total assets	$	975	$	—	$	975	$	—

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 did not recognize any impairment charges related to these assets during the three months ended March 31, 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):


	March 31, 2025				December 31, 2024
	Carrying		Estimated		Carrying		Estimated
Description	Amount		Fair Value		Amount		Fair Value
Term Loan, including current maturities	$	997,369	$	996,001	$	774,825	$	776,970

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

The Company recognized an income tax benefit of $13.4 million and $4.2 million for the three months ended March 31, 2025 and 2024, respectively. The income tax benefit for the three months ended March 31, 2025 was primarily due to the Company's pre-tax book loss. The income tax benefit for the three months ended March 31, 2024 was primarily due to the tax benefit related to stock-based compensation.

The Company made income tax payments of $1.0 million and $0.6 million during the three months ended March 31, 2025 and 2024, respectively. The Company received refunds of $0.5 million from various states during the three months ended March 31, 2025. Refunds received from various states were negligible during the three months ended March 31, 2024.

As of March 31, 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 March 31, 2025 and December 31, 2024, consists of the following (in thousands):


	March 31,			December 31,
	2025			2024
Accounts receivable	$	103,919		$	111,270
Allowance for credit losses and sales reserves		(4,325	)		(4,692	)
Accounts receivable—Net	$	99,594		$	106,578

As of March 31, 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 the three months ended March 31, 2025 and 2024 consist of the following (in thousands):


	For the Three Months Ended
	March 31,
	2025			2024
Balance at beginning of period	$	4,692		$	5,574
Charges to bad debt and sales reserves		1,964			964
Write-offs—Net		(2,331	)		(1,746	)
Balance at end of period	$	4,325		$	4,792

8. OTHER CURRENT ASSETS

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


	March 31,		December 31,
	2025		2024
Prepaid service fees	$	10,033	$	7,352
Prepaid SaaS costs		9,447		9,112
Prepaid insurance		1,525		2,561
Prepaid software and equipment maintenance		769		673
Other		14,495		9,275
Total other current assets	$	36,269	$	28,973

9. SOFTWARE, EQUIPMENT, AND PROPERTY

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


	March 31,			December 31,
	2025			2024
Software, licenses and database	$	288,488		$	275,127
Leasehold improvements		31,163			30,993
Computer equipment		14,841			18,993
Building and land		4,910			4,910
Furniture and other equipment		1,457			1,332
Total software, equipment, and property		340,859			331,355
Less accumulated depreciation and amortization		(168,219	)		(159,276	)
Software, equipment, and property—Net	$	172,640		$	172,079

Depreciation and amortization expense related to software, equipment and property was $13.6 million and $9.4 million for the three months ended March 31, 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 the three months ended March 31, 2025 and 2024 were as follows (in thousands):


	For the Three Months Ended
	March 31,
	2025		2024
Operating lease costs	$	1,793	$	1,408
Variable lease costs		1,125		1,101
Total lease costs	$	2,918	$	2,509

During the three months ended March 31, 2025 and 2024, the Company made cash payments for operating leases of $2.3 million and $1.8 million, respectively.

During the three months ended March 31, 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 three months ended March 31, 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 the three months ended March 31, 2025.

Changes in the carrying amount of goodwill were as follows during the three months ended March 31, 2025 (in thousands):


	Net Carrying
	Amount
Balance as of December 31, 2024	$	1,417,724
Acquisition of EvolutionIQ, Inc.		538,761
Balance as of March 31, 2025	$	1,956,485

Intangible Assets—During the three months ended March 31, 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 the three months ended March 31, 2025.

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


		Weighted-
		Average
	Estimated	Remaining		Gross					Net
	Useful Life	Useful Life		Carrying		Accumulated			Carrying
	(Years)	(Years)		Amount		Amortization			Amount
Customer relationships	16-18		10.3	$	1,324,130	$	(569,269	)	$	754,861
Acquired technologies	7-8		7.7		139,100		(6,368	)		132,732
Trademarks	5		4.8		1,300		(65	)		1,235
Subtotal					1,464,530		(575,702	)		888,828
Trademarks—indefinite life					190,470		—			190,470
Total intangible assets				$	1,655,000	$	(575,702	)	$	1,079,298

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


			Weighted-
			Average
	Estimated		Remaining		Gross					Net
	Useful Life		Useful Life		Carrying		Accumulated			Carrying
	(Years)		(Years)		Amount		Amortization			Amount
Customer relationships		18		10.3	$	1,291,830	$	(550,822	)	$	741,008
Acquired technologies	7			4.1		4,800		(2,000	)		2,800
Subtotal						1,296,630		(552,822	)		743,808
Trademarks—indefinite life						190,470		—			190,470
Total intangible assets					$	1,487,100	$	(552,822	)	$	934,278

Amortization expense for intangible assets was $22.9 million and $24.5 million for the three months ended March 31, 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 March 31, 2025 is as follows (in thousands):


Years Ending December 31:

2025		68,641
2026		91,520
2027		91,520
2028		91,520
2029		90,891
Thereafter		454,736
Total	$	888,828

12. ACCRUED EXPENSES

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


	March 31,		December 31,
	2025		2024
Compensation	$	28,083	$	47,505
Royalties and licenses		5,278		5,116
Software license agreement		4,742		4,613
Sales tax		3,612		3,620
Option holdback		3,184		—
Professional Services		3,093		6,260
Employee insurance benefits		2,829		2,235
Other		7,345		3,194
Total accrued expenses	$	58,166	$	72,543

13. OTHER LIABILITIES

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


	March 31,		December 31,
	2025		2024
Income taxes payable—non-current	$	8,307	$	6,344
Fair value on interest rate swap		5,331		—
Software license agreement		3,416		3,544
Deferred revenue—non-current		1,192		1,415
Total other liabilities	$	18,246	$	11,303

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 million (the "Incremental Term Loans"). Prior to the Fourth Amendment (as defined below) the Incremental Term Loans were repayable in quarterly 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 March 31, 2025 and December 31, 2024, the amount outstanding on the Term Loan is $998.5 million and $776.0 million, respectively. As of March 31, 2025 and December 31, 2024, $10.0 million and $8.0 million, respectively, 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.

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 March 31, 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 March 31, 2025 and 2024, the weighted-average interest rate on the outstanding borrowings under the Term Loan was 6.1% and 7.8%, respectively.

As of March 31, 2025 and December 31, 2024, the Company has outstanding standby letters of credit for $0.8 million and $0.7 million, respectively, which reduce the amount available to be borrowed under the 2021 Revolving Credit Facility. As of March 31, 2025 and December 31, 2024, $249.2 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 March 31, 2025 or December 31, 2024.

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


	March 31,			December 31,
	2025			2024
Term Loan	$	998,498		$	776,000
Term Loan—discount		(1,128	)		(1,175	)
Term Loan—deferred financing fees		(11,964	)		(5,772	)
Term Loan—Net of discount & fees		985,406			769,053
Less: Current portion		(10,010	)		(8,000	)
Total long-term debt—Net of current portion	$	975,396		$	761,053

Interest Rate Swaps—During the three months ended March 31, 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 March 31, 2025, the aggregate fair value of the Swaps was a liability of $5.3 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 the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025 and December 31, 2024, the aggregate fair value of the interest rate cap agreements was $0.6 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 CCCIS Cayman Holdings Limited ("CCC Cayman"), the parent of the Company’s China operations. 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 March 31, 2025 and December 31, 2024, on an as-converted basis, the Preferred Shares represent 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 are 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, is 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.

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 and are no longer presented within mezzanine equity as a redeemable non-controlling interest. As of March 31, 2025, the Preferred Shares are recognized as a Payable to Investor within current liabilities on the Company's condensed consolidated balance sheet.

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 the three months ended March 31, 2025 and 2024 is presented below (in thousands):


	For the Three Months Ended
	March 31,
	2025			2024
Balance at beginning of period	$	21,679		$	16,584
Accretion of redeemable non-controlling interest		1,276			1,142
Reclassification of redeemable non-controlling interest		(22,955	)		—
Balance at end of period	$	—		$	17,726

16. 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, 2025, there were no 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 to one 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 658,636,205 and 629,207,115 shares of common stock issued and outstanding as of March 31, 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 three months ended March 31, 2024, certain existing stockholders completed secondary offerings where the selling stockholders sold 71,450,000 shares of common stock. The Company did not receive any of the proceeds from the sale of the shares by the selling stockholders.

In connection with the secondary offerings, the Company incurred costs of $0.3 million and $0.7 million during the three months ended March 31, 2025 and 2024, respectively, included within general and administrative expenses on the condensed consolidated statement of operations and comprehensive 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.

As of March 31, 2025, the Company has repurchased $72.3 million of its common stock and $227.7 million remains available to purchase outstanding shares under the Share Repurchase Program.

17. 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, 2025:


				Weighted-
				Average
	Shares			Fair Value
Unvested —December 31, 2024		31,042,552		$	10.92
Granted		15,021,525			10.25
Vested		(13,344,404	)		11.16
Forfeited		(1,138,431	)		10.38
Unvested —March 31, 2025		31,581,242			10.52

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

During the three months ended March 31, 2025, the Company granted 14,229,351 RSUs, including 5,712,249 RSUs as part of the acquisition of EvolutionIQ. Of the RSUs granted during the three months ended March 31, 2025, 13,197,179 have time-based vesting requirements, and 1,032,172 have performance-based vesting requirements.

During the three months ended March 31, 2025, 13,344,404 RSUs vested, of which 4,248,410 were withheld for employee tax obligations.

Stock Options—The table below summarizes the stock option activity for the three months ended March 31, 2025:


						Weighted-
						Average
				Weighted-		Remaining		Aggregate
				Average		Contractual		Intrinsic
				Exercise		Life		Value
	Shares			Price		(in years)		(in thousands)
Options outstanding—December 31, 2024		23,349,505		$	3.11		3.2	$	201,305
Exercised		(330,413	)		2.89
Forfeited and canceled		(2,384	)		8.58
Options outstanding—March 31, 2025		23,016,708		$	3.11		2.9	$	136,233
Options exercisable—March 31, 2025		22,566,871		$	3.04		2.8	$	135,162
Options vested and expected to vest—March 31, 2025		23,006,906		$	3.11		2.9	$	136,222

The fair value of the options which vested during the three months ended March 31, 2025 was $1.1 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 were no stock options under the Cayman Incentive Plans granted during the three months ended March 31, 2025. 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, 2025 and December 31, 2024, 2,363,514 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, 2025, 174,906 shares were sold under the ESPP.

The fair value of the ESPP purchase rights sold during the three months ended March 31, 2025 was estimated using the Black-Scholes option pricing model with the following assumptions:


Expected term (in years)		0.5
Expected volatility		23%
Expected dividend yield		0%
Risk-free interest rate		5.3%

Stock-Based Compensation—Stock-based compensation expense has been recorded in the accompanying condensed consolidated statements of operations and comprehensive loss as follows for the three months ended March 31, 2025 and 2024 (in thousands):


	For the Three Months Ended
	March 31,
	2025		2024
Cost of revenues	$	2,685	$	2,081
Research and development		17,601		11,071
Sales and marketing		13,128		5,728
General and administrative		27,634		26,091
Total stock-based compensation expense	$	61,048	$	44,971

As of March 31, 2025, there was $253.3 million of unrecognized stock compensation expense related to unvested time-based awards which is expected to be recognized over a weighted-average period of 2.5 years. As of March 31, 2025, there was $27.4 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 2.1 years.

18. 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 had no Private Warrants outstanding.

During the three months ended March 31, 2024, the Company recognized expense of $1.6 million as a change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.

19. 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, 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.

20. 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 three months ended March 31, 2025.

21. 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 the three months ended March 31, 2025 and 2024 (in thousands):


	For the Three Months Ended
	March 31,
	2025		2024
Revenues
Credit card processing	$	382	$	264
Expenses
Employee health insurance benefits		383		774
IT security software		156		128

As of March 31, 2025 and 2024, all receivables and payables from related parties were de minimis.

22. OTHER (EXPENSE) INCOME—NET

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


	For the Three Months Ended
	March 31,
	2025			2024
Loss from change in fair value of interest rate swaps	$	(5,331	)	$	—
(Loss) gain from change in fair value of interest rate caps		(410	)		718
Income from derivative instruments		497			2,031
Other income—Net		147			190
Total other (expense) income—Net	$	(5,097	)	$	2,939

23. NET LOSS PER SHARE

The Company calculates basic earnings per share by dividing the net 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).


	For the Three Months Ended
	March 31,
	2025			2024
Numerator
Net loss	$	(17,421	)	$	(597	)
Accretion of redeemable non-controlling interest		(1,276	)		(1,142	)
Net loss attributable to common stockholders	$	(18,697	)	$	(1,739	)

Denominator
Weighted average shares of common stock—basic and diluted		636,832,216			598,279,377

Net loss per share:
Basic	$	(0.03	)	$	(0.00	)
Diluted	$	(0.03	)	$	(0.00	)

Approximately 32,825,933 and 36,824,894 common stock equivalent shares were excluded from the computation of diluted per share amounts for the three months ended March 31, 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 the three months ended March 31, 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.

24. SEGMENT INFORMATION AND INFORMATION ABOUT GEOGRAPHIC AREAS

The Company organizes its segments around its operations by geographic region and operates in one 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’s chief 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 loss (in thousands):


	For the Three Months Ended March 31,
	2025			2024
Revenues:
Revenue—Domestic Segment	$	249,875		$	225,566
Revenue—Other (1)		1,690			1,671
Total Revenue		251,565			227,237

Segment Expenses:
Data licenses and royalties—adjusted (2)		11,030			10,951
Customer services—adjusted (3)		28,009			24,423
Products and technology—adjusted (4)		74,623			65,382
Revenue enablement—adjusted (5)		36,789			31,290
General corporate and administrative—adjusted (6)		20,344			17,029
Other segment items (7)		54,373			34,218
Amortization expense		22,880			24,509
Depreciation expense		13,572			9,415
Interest expense		16,926			16,452
Interest income		(1,948	)		(2,467	)
Significant non-cash items (8)		5,741			868
Income tax benefit		(13,353	)		(4,237	)
Total segment expenses		268,986			227,834
Net loss including non-controlling interest	$	(17,421	)	$	(597	)

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):


	For the Three Months Ended
	March 31,
	2025		2024
United States	$	249,875	$	225,566
China		1,690		1,671
Total revenues	$	251,565	$	227,237

Software, equipment and property—Net by geographic area are as follows (in thousands):


	March 31,		December 31,
	2025		2024
United States	$	172,443	$	171,864
China		197		215
Total software, equipment and property—Net	$	172,640	$	172,079

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the forward-looking statements included herein. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" as set forth elsewhere in this Quarterly Report on Form 10-Q.

Unless otherwise indicated or the context otherwise requires, references to "CCC," the "Company," "we," "us," "our" and other similar terms refer to CCC Intelligent Solutions Holdings Inc. and its consolidated subsidiaries.

Business Overview

Founded in 1980, CCC provides leading SaaS platforms for the multi-trillion-dollar insurance economy powering operations for insurers, repairers, automakers, part suppliers, and more. CCC cloud technology connects more than 35,000 businesses digitizing mission-critical workflows, commerce, and customer experiences. A trusted leader in artificial intelligence ("AI"), customer experience, network and workflow management, CCC delivers technology that turns crucial moments into intelligent experiences, with the goal of shaping a world where life just works.

Our business has been built upon two foundational pillars: automotive insurance claims and automotive collision repair. For decades we have delivered leading software solutions to both the insurance and repair industries, including pioneering Direct Repair Programs ("DRP") in the U.S. beginning in 1992. DRP connects auto insurers and collision repair shops to create business value for both parties, and requires digital tools to facilitate interactions and manage partner programs. Insurer-to-shop DRP connections have created a strong network effect for CCC’s platform, as insurers and repairers both benefit by joining the largest network to maximize opportunities. This has led to a virtuous cycle in which more insurers on the platform drives more value for the collision shops on the platform, and vice versa.

We believe we have become a leading insurance and repair SaaS provider in the U.S. by increasing the depth and breadth of our SaaS offerings over many years. Our insurance solutions help insurance carriers manage mission-critical workflows across the claims lifecycle, while building intelligent experiences for their customers. Our software integrates seamlessly with both legacy and modern systems and enables insurers to rapidly innovate on our platform. Our repair solutions help collision repair facilities achieve better performance throughout the collision repair cycle by digitizing processes to drive business growth, streamline operations, and improve repair quality. We have more than 300 insurers on our network, connecting with more than 30,500 repair facilities through our multi-tenant cloud platform. We believe our software is the architectural backbone of insurance DRP systems and is a primary driver of material revenue for our collision repair shop customers and a source of material efficiencies for our insurance carrier customers.

Our platform is designed to solve the “many-to-many” problem faced by the insurance economy. There are numerous internally and externally developed insurance software solutions in the market today, with the vast majority of applications focused on insurance-only use cases and not on serving the broader insurance ecosystem. We have prioritized building a leading network around our automotive insurance and collision repair pillars to further digitize interactions and maximize value for our customers. We have tens of thousands of companies on our platform that participate in the insurance economy, including insurers, repairers, parts suppliers, and automotive manufacturers. Our solutions create value for each of these parties by connecting them with our vast network to collaborate with other companies, streamline operations, and reduce processing costs and dollars lost through claims management inefficiencies, or claims leakage. Expanding our platform has added new layers of network effects, further accelerating the adoption of our software solutions.

We have processed more than $2 trillion of historical data across our network, allowing us to build proprietary data assets that leverage insurance claims, vehicle repair, automotive parts and other vehicle-specific information. We believe we are uniquely positioned to provide data-driven insights, analytics, and AI-enhanced workflows that strengthen our solutions and improve business outcomes for our customers. Our AI solutions streamline existing insurance and repair processes including vehicle damage detection, claim triage, claim handling, repair estimating, intelligent claim review, and claim subrogation. We deliver real-world AI with more than 100 U.S. auto insurers and more than 10,000 U.S. collision repairers actively using AI-powered solutions in production environments.

One of the primary obstacles facing the insurance economy is increasing complexity which is driven by technological advancements, supply-chain disruption, social inflation, medical inflation, and Internet-of-Things data. We believe digitization plays a critical role in managing this growing complexity while meeting consumer expectations. Our technology investments are focused on digitizing complex processes and interactions across our ecosystem, and we believe we are well positioned to power the insurance economy of the future with our data, network, and platform.

While our position in the insurance economy is grounded in the automotive insurance sector, the largest property and casualty ("P&C") insurance sector in the U.S. representing nearly half of P&C Direct Written Premium ("DWP"), we believe our integrations and cloud platform are capable of driving innovation across the broader insurance economy. Our customers are increasingly looking for CCC to expand its solutions to other parts of their business where they can benefit from our technology, service, and partnership. In response, we are investing in new solutions that we believe will enable us to digitize the entire automotive claims lifecycle, and over time expand into adjacencies including other insurance lines. For example, CCC’s acquisition of EvolutionIQ, Inc. ("EvolutionIQ") in January 2025 added claims solutions in disability and workers’ compensation insurance lines to CCC’s solution suite.

We have strong customer relationships in the end-markets we serve, and these relationships are a key component of our success given the long-term nature of our contracts and the interconnectedness of our network. We have customer agreements with more than 300 insurers (including carriers, self-insurers and other entities processing insurance claims), including 26 of the top 30 automotive insurance carriers in the U.S., based on DWP, and hundreds of regional carriers. We have more than 35,000 total customers, including more than 30,500 automotive collision repair facilities (including repairers and other entities that estimate damaged vehicles), more than 5,500 parts suppliers, 13 of the top 15 automotive manufacturers based on new vehicle sales, and numerous other companies that participate in the insurance economy.

Key Performance Measures and Operating Metrics

In addition to our GAAP and non-GAAP financial measures, we rely on Software Net Dollar Retention Rate ("Software NDR") and Software Gross Dollar Retention Rate ("Software GDR") to measure and evaluate our business to make strategic decisions. Software NDR and Software GDR may not be comparable to or calculated in the same way as other similarly titled measures used by other companies.

Software NDR

We believe that Software NDR provides our management and our investors with insight into our ability to retain and grow revenue from our existing customers, as well as their potential long-term value to us. We also believe the results shown by this metric reflect the stability of our revenue base, which is one of our core competitive strengths. We calculate Software NDR by dividing (a) annualized software revenue recorded in the last month of the measurement period, for example, March for a quarter ending March 31, for unique billing accounts that generated revenue during the corresponding month of the prior year by (b) annualized software revenue as of the corresponding month of the prior year. The calculation includes changes for these billing accounts, such as changes in the solutions purchased, changes in pricing and transaction volume, but does not reflect revenue for new customers added. The calculation excludes: (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers and $4,000 for shops. The customers that do not meet the revenue threshold are small carriers and shops that tend to have different buying behaviors, with a narrower solution focus, and different tenure compared to our core customers (excluded small carriers and shops represent less than 5% of total revenue within these sales channels). Our Software NDR includes carriers and shops who subscribe to our auto physical damage solutions, which account for most of the Company’s revenue, and excludes revenue from smaller emerging solutions with international subsidiaries or other ecosystem solutions, such as parts suppliers and other automotive manufacturers, and also excludes CCC casualty solutions which are largely usage and professional service based.

As of the quarter ended March 31, 2025, our Software NDR calculation includes EvolutionIQ’s software revenue. The new calculation is a result of the acquisition of EvolutionIQ and not the result of a change in the methodology applicable to our pre-acquisition business. The calculation of Software NDR as of the quarter ended March 31, 2025 is consistent with the methodology described above, using Software NDR on a combined company basis for the prior year annualized software revenue to determine annualized revenue growth, and, with respect to EvolutionIQ’s software revenue, excludes (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers (with shops not applicable to the EvolutionIQ business).


	Quarter Ending	2025	2024
Software NDR	March 31	107%	107%
	June 30		107%
	September 30		106%
	December 31		105%

Software GDR

We believe that Software GDR provides our management and our investors with insight into the value our solutions provide to our customers as represented by our ability to retain our existing customer base. We believe the results shown by this metric reflect the strength and stability of our revenue base, which is one of our core competitive strengths. We calculate Software GDR by dividing (a) annualized software revenue recorded in the last month of the measurement period in the prior year, reduced by annualized software revenue for unique billing accounts that are no longer customers as of the current period end by (b) annualized software revenue as of the corresponding month of the prior year. The calculation reflects only customer losses and does not reflect customer expansion or contraction for these billing accounts and does not reflect revenue for new customer billing accounts added. Our Software GDR calculation represents our annualized software revenue that is retained from the prior year and demonstrates that the vast majority of our customers continue to use our solutions and renew their subscriptions. The calculation excludes: (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers and $4,000 for shops. The customers that do not meet the revenue threshold are small carriers and shops that tend to have different buying behaviors, with a narrower solution focus, and different tenure compared to our core customers (excluded small carriers and shops which represent less than 5% of total revenue within these sales channels). Our Software GDR includes carriers and shops who subscribe to our auto physical damage solutions, which account for most of the Company’s revenue, and excludes revenue from smaller emerging solutions with international subsidiaries or other ecosystem solutions, such as parts suppliers and other automotive manufacturers, and excludes CCC casualty solutions which are largely usage and professional service based.

As of the quarter ended March 31, 2025, our Software GDR calculation includes EvolutionIQ’s software revenue. The new calculation is a result of the acquisition of EvolutionIQ and not the result of a change in methodology applicable to our pre-acquisition business. The calculation of Software GDR as of the quarter ended March 31, 2025 is consistent with the methodology described above, using Software GDR on a combined company basis for the prior year annualized software revenue to determine annualized revenue growth, and, with respect to EvolutionIQ’s software revenue excludes (a) changes in estimates related to the timing of one-time revenue and other revenue, including professional services, and (b) annualized software revenue for smaller customers with annualized software revenue below the threshold of $100,000 for carriers (with shops not applicable to the EvolutionIQ business).


	Quarter Ending	2025	2024
Software GDR	March 31	99%	99%
	June 30		99%
	September 30		99%
	December 31		99%

Results of Operations

Comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024


	Three Months Ended March 31,
(dollar amounts in thousands, except share and per share data)	2025			2024			$			%

Revenues	$	251,565		$	227,237		$	24,328			10.7	%
Cost of revenues, exclusive of amortization of acquired technologies		62,205			52,808			9,397			17.8	%
Amortization of acquired technologies		4,368			6,567			(2,199	)		-33.5	%
Cost of revenues(1)		66,573			59,375			7,198			12.1	%
Gross profit		184,992			167,862			17,130			10.2	%
Operating expenses:
Research and development(1)		61,763			49,477			12,286			24.8	%
Selling and marketing(1)		48,297			35,586			12,711			35.7	%
General and administrative(1)		67,119			57,060			10,059			17.6	%
Amortization of intangible assets		18,512			17,942			570			3.2	%
Total operating expenses		195,691			160,065			35,626			22.3	%
Operating (loss) income		(10,699	)		7,797			(18,496	)	NM
Other (expense) income:
Interest expense		(16,926	)		(16,452	)		(474	)		-2.9	%
Interest income		1,948			2,467			(519	)		-21.0	%
Change in fair value of warrant liabilities		—			(1,585	)		1,585			100.0	%
Other (expense) income—Net		(5,097	)		2,939			(8,036	)	NM
Total other expense		(20,075	)		(12,631	)		(7,444	)		-58.9	%
Pretax loss		(30,774	)		(4,834	)		(25,940	)		-536.6	%
Income tax provision		13,353			4,237			9,116			215.2	%
Net loss including non-controlling interest		(17,421	)		(597	)		(16,824	)		-2818.1	%
Less: accretion of redeemable non-controlling interest		(1,276	)		(1,142	)		(134	)		-11.7	%
Net loss attributable to CCC Intelligent Solutions Holdings Inc. common stockholders	$	(18,697	)	$	(1,739	)	$	(16,958	)		-975.2	%
Net loss per share attributable to common stockholders:
Basic	$	(0.03	)	$	(0.00	)
Diluted	$	(0.03	)	$	(0.00	)

Weighted-average shares used in computing net loss per share attributable to common stockholders:
Basic		636,832,216			598,279,377
Diluted		636,832,216			598,279,377
NM—Not Meaningful

(1) Includes stock-based compensation expense as follows (in thousands):
	Three Months Ended March 31,
	2025			2024
Cost of revenues	$	2,685		$	2,081
Research and development		17,601			11,071
Sales and marketing		13,128			5,728
General and administrative		27,634			26,091
Total stock-based compensation expense	$	61,048		$	44,971

Revenues

Revenues increased by $24.3 million to $251.6 million, or 10.7%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The Company's software subscription revenues accounted for $242.5 million and $218.1 million, or 96% of total revenue, during the three months ended March 31, 2025 and 2024.

The increase in revenue was primarily a result of 4% growth from existing customer upgrades and expanding solution offerings to these existing customers, 4% growth from the acquisition of EvolutionIQ, and 3% growth from new customers.

Cost of Revenues

Cost of revenues increased by $7.2 million to $66.6 million, or 12.1%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Cost of Revenues, exclusive of amortization of acquired technologies

Cost of revenues, exclusive of amortization of acquired technologies, increased by $9.4 million to $62.2 million, or 17.8%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase was primarily due to a $3.8 million increase in depreciation expense related to additional investments in new and enhanced customer solutions and platform development, a $2.4 million increase in personnel-related costs, including stock-based compensation, partially due to the acquisition of EvolutionIQ in January 2025, a $2.1 million increase in third party fees and direct costs associated with our revenue growth and a $1.7 million increase in information technology ("IT") related costs.

Amortization of Acquired Technologies

Amortization of acquired technologies decreased $2.2 million to $4.4 million for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decrease was due to certain acquired technology intangible assets reaching the end of their useful life in April 2024, partially offset by the amortization of new acquired technology recognized as part of the acquisition of EvolutionIQ in January 2025.

Gross Profit

Gross profit increased by $17.1 million to $185.0 million, or 10.2%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. Our gross profit margin was 73.5% for the three months ended March 31, 2025, compared to 73.9% for the three months ended March 31, 2024. The increase in gross profit was due to increased software subscription revenues and economies of scale resulting from fixed cost arrangements, including the impacts from the acquisition of EvolutionIQ in January 2025.

Research and Development

Research and development expense increased by $12.3 million to $61.8 million, or 24.8%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase was primarily due to a $12.7 million increase in personnel and resource related costs, including a $6.5 million increase in stock-based compensation. The increases were primarily the result of the acquisition of EvolutionIQ in January 2025.

Selling and Marketing

Selling and marketing expense increased by $12.7 million to $48.3 million, or 35.7%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase was due to a $12.3 million increase in personnel-related costs, including a $7.4 million increase in stock-based compensation. The increases were primarily the result of the acquisition of EvolutionIQ in January 2025.

General and Administrative

General and administrative expense increased by $10.1 million to $67.1 million, or 17.6%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase was primarily due to an $8.7 million increase in professional service costs, mainly related to the Company's acquisition of EvolutionIQ and its long-term debt refinancing, and a $1.5 million increase in stock-based compensation.

Amortization of Intangible Assets

Amortization of intangible assets was $18.5 million and $17.9 million for the three months ended March 31, 2025 and 2024, respectively. The increase in amortization of intangible assets was due to the intangible assets recognized as part of the acquisition of EvolutionIQ in January 2025.

Interest Expense

Interest expense increased by $0.5 million to $16.9 million, or 2.9%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The increase was due to the interest incurred on an additional $225.0 million term loan as part of the third amendment to the 2021 Credit Agreement, entered into in January 2025, partially offset by lower variable interest rates during the three months ended March 31, 2025.

Interest Income

Interest income decreased by $0.5 million to $1.9 million, or 21.0%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, due to lower average balances on interest earning deposits and money market funds during the three months ended March 31, 2025.

Change in Fair Value of Warrant Liabilities

Due to the redemption of all outstanding warrants in May 2024, the Company did not recognize any income or expense as a change in fair value of warrant liabilities during the three months ended March 31, 2025. We recognized an expense of $1.6 million for the three months ended March 31, 2024. The change in fair value of warrant liabilities during the three months ended March 31, 2024 was primarily due to changes in the price of the Company's common stock during the reporting period.

Other (Expense) Income—Net

We recognized other expense—Net of $5.1 million for the three months ended March 31, 2025 compared to other income—Net of $2.9 million for the three months ended March 31, 2024. The expense recognized during the three months ended March 31, 2025 was primarily due to the decrease in the fair value of derivative instruments, driven by the fair value of the Company's three interest rate swap agreements entered into during the three months ended March 31, 2025.

Income Tax Benefit

The Company recognized an income tax benefit of $13.4 million and $4.2 million for the three months ended March 31, 2025 and 2024, respectively. The income tax benefit during the three months ended March 31, 2025 was primarily due to the Company's pre-tax book loss. The income tax benefit for the three months ended March 31, 2024 was due to the tax benefit related to stock-based compensation.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe that Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share, and Free Cash Flow, which are each non-GAAP measures, are useful in evaluating our operational performance. We use this non-GAAP financial information to evaluate our ongoing operations and for internal planning, budgeting and forecasting purposes and setting management bonus programs. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies, which may present similar non-GAAP financial measures to investors. Our computation of these non-GAAP measures may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate these measures in the same fashion. We endeavor to compensate for the limitation of the non-GAAP measure presented by also providing the most directly comparable GAAP measure and a description of the reconciling items and adjustments to derive the non-GAAP measure. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP measures on a supplemental basis.

Adjusted Gross Profit

We believe that Adjusted Gross Profit, as defined below, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. Adjusted Gross Profit is defined as gross profit, adjusted for amortization of acquired technologies and stock-based compensation and related employer payroll tax, which are not indicative of our recurring core business operating results. Adjusted Gross Profit Margin is defined as Adjusted Gross Profit divided by Revenue.

The following table reconciles Gross Profit to Adjusted Gross Profit for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(amounts in thousands, except percentages)	2025			2024
Gross Profit	$	184,992		$	167,862
Amortization of acquired technologies		4,368			6,567
Stock-based compensation and related employer payroll tax		3,101			2,587
Adjusted Gross Profit	$	192,461		$	177,016
Gross Profit Margin		74	%		74	%
Adjusted Gross Profit Margin		77	%		78	%

Adjusted Operating Expenses

We believe that Adjusted Operating Expenses, as defined below, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. Adjusted Operating Expenses is defined as operating expenses adjusted for amortization of intangible assets, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential mergers and acquisitions ("M&A"), litigation proceeds and litigation costs for matters in which we are the plaintiff and related antitrust matters, debt refinancing costs and costs related to equity transactions, including secondary offerings.

The following table reconciles operating expenses to Adjusted Operating Expenses for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(dollar amounts in thousands)	2025			2024
Operating expenses	$	195,691		$	160,065
Amortization of intangible assets		(18,512	)		(17,942	)
Stock-based compensation expense and related employer payroll tax		(62,818	)		(47,446	)
M&A and integration costs		(7,619	)		(477	)
Litigation proceeds (costs), net		3,790			(575	)
Debt refinancing costs		(3,119	)		—
Equity transaction costs, including secondary offerings		(287	)		(692	)
Adjusted operating expenses	$	107,126		$	92,933

Adjusted Operating Income

We believe that Adjusted Operating Income, as defined below, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our recurring core business operating results. Adjusted Operating Income is defined as operating (loss) income adjusted for amortization of intangible assets and acquired technologies, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential M&A, litigation proceeds and litigation costs for matters in which we are the plaintiff and related antitrust matters, debt refinancing costs and costs related to equity transactions, including secondary offerings.

The following table reconciles operating income (loss) to Adjusted Operating Income for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(dollar amounts in thousands)	2025			2024
Operating (loss) income	$	(10,699	)	$	7,797
Amortization of intangible assets		18,512			17,942
Amortization of acquired technologies—Cost of revenue		4,368			6,567
Stock-based compensation expense and related employer payroll tax		65,919			50,033
M&A and integration costs		7,619			477
Litigation (proceeds) costs, net		(3,790	)		575
Debt refinancing costs		3,119			-
Equity transaction costs, including secondary offerings		287			692
Adjusted operating income	$	85,335		$	84,083

Adjusted EBITDA

We believe that Adjusted EBITDA, as defined below, is useful in evaluating our operational performance distinct and apart from financing costs, certain expenses and non-operational expenses. Adjusted EBITDA is defined as net loss adjusted for interest, taxes, amortization of intangible assets and acquired technologies, depreciation, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential M&A, litigation proceeds and litigation costs for matters in which we are the plaintiff and related antitrust matters, debt refinancing costs, costs related to equity transactions, including secondary offerings, change in fair value of derivative instruments, income from derivative instruments and change in fair value of warrant liabilities. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Revenue.

The following table reconciles net loss to Adjusted EBITDA for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(dollar amounts in thousands)	2025			2024
Net loss	$	(17,421	)	$	(597	)
Interest expense		16,926			16,452
Interest income		(1,948	)		(2,467	)
Income tax benefit		(13,353	)		(4,237	)
Amortization of intangible assets		18,512			17,942
Amortization of acquired technologies—Cost of revenue		4,368			6,567
Depreciation and amortization of software, equipment and property		2,264			1,864
Depreciation and amortization of software, equipment and property—Cost of revenue		11,331			7,578
Stock-based compensation expense and related employer payroll tax		65,919			50,033
M&A and integration costs		7,619			477
Litigation (proceeds) costs, net		(3,790	)		575
Debt refinancing costs		3,119			—
Equity transaction costs, including secondary offerings		287			692
Change in fair value of derivative instruments		5,741			(718	)
Income from derivative instruments		(497	)		(2,031	)
Change in fair value of warrant liabilities		—			1,585
Adjusted EBITDA	$	99,077		$	93,715
Adjusted EBITDA Margin		39	%		41	%

Adjusted Net Income and Adjusted Earnings Per Share

We believe that Adjusted Net Income, as defined below, and Adjusted Earnings Per Share are useful in evaluating our operational performance distinct and apart from financing costs, certain expenses and non-operational expenses. Adjusted Net Income is defined as net loss adjusted for the after-tax effects of amortization of intangible assets and acquired technologies, stock-based compensation expense and related employer payroll tax, costs associated with the acquisition and integration of completed and potential M&A, litigation proceeds and litigation costs for matters in which we are the plaintiff and related antitrust matters, debt refinancing costs, costs related to equity transactions, including secondary offerings, change in fair value of derivative instruments, and change in fair value of warrant liabilities.

The following table reconciles net loss to Adjusted Net Income and Adjusted Earnings per Share for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(dollar amounts in thousands)	2025			2024
Net loss	$	(17,421	)	$	(597	)
Amortization of intangible assets		18,512			17,942
Amortization of acquired technologies—Cost of revenue		4,368			6,567
Stock-based compensation expense and related employer payroll tax		65,919			50,033
M&A and integration costs		7,619			477
Litigation (proceeds) costs, net		(3,790	)		575
Debt refinancing costs		3,119			—
Equity transaction costs, including secondary offerings		287			692
Change in fair value of derivative instruments		5,741			(718	)
Change in fair value of warrant liabilities		—			1,585
Tax effect of adjustments		(29,873	)		(21,766	)
Adjusted net income	$	54,481		$	54,790
Adjusted net income per share attributable to common stockholders:
Basic	$	0.09		$	0.09
Diluted	$	0.08		$	0.09
Weighted average shares outstanding:
Basic		636,832,216			598,279,377
Diluted		669,658,149			635,104,271

Free Cash Flow

We believe that Free Cash Flow, as defined below, provides meaningful supplemental information regarding our ability to generate cash and fund our operations and capital expenditures. Free Cash Flow is defined as net cash provided by operating activities less cash used for the purchases of software, equipment, and property.

The following table reconciles net cash provided by operating activities to Free Cash Flow for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(dollar amounts in thousands)	2025			2024
Net cash provided by operating activities	$	58,492		$	55,235
Purchases of software, equipment, and property		(14,846	)		(15,663	)
Free Cash Flow	$	43,646		$	39,572

Liquidity and Capital Resources

We have financed our operations with cash flows from operations. The Company generated $58.5 million of cash flows from operating activities during the three months ended March 31, 2025. As of March 31, 2025, the Company had cash and cash equivalents of $130.3 million, a working capital surplus of $104.1 million and an accumulated deficit totaling $1,184.9 million. As of March 31, 2025, the Company had $998.5 million aggregate principal outstanding on its term loan.

We believe that our existing cash and cash equivalents, our cash flows from operating activities and our borrowing capacity under our 2021 Revolving Credit Facility will be sufficient to fund our operations, fund required long-term debt repayments and meet our commitments for capital expenditures for at least the next twelve months.

Although we are not currently a party to any material definitive agreement regarding potential investments in, or acquisitions of, complementary businesses, applications or technologies, we may enter into these types of arrangements, which could reduce our cash and cash equivalents or require us to seek additional equity or debt financing. Additional funds from financing arrangements may not be available on terms favorable to us or at all.

Debt

On January 6, 2025, in conjunction with the acquisition of EvolutionIQ, 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 million (the "Incremental Term Loans"). Prior to the Fourth Amendment (as defined below) the Incremental Term Loans were repayable in quarterly 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, as amended. 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.

As of March 31, 2025, the amount outstanding on the Term Loan was $998.5 million, of which, $10.0 million is classified as current.

(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

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 (other than with respect to Euros, the EURIBOR and with respect to British Pounds Sterling, 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, 2025 and 2024, the weighted-average interest rate on the outstanding borrowings under the Term Loan was 6.1% and 7.8%, respectively.

The Company has outstanding standby letters of credit for $0.8 million which reduces the amount available to be borrowed under the 2021 Revolving Credit Facility. As of March 31, 2025, $249.2 million was available to be borrowed under the 2021 Revolving Credit Facility.

Interest Rate Caps—In August 2022, the Company entered into two interest rate cap agreements, as amended, to reduce its exposure to increases in interest rates applicable to its floating rate long-term debt. The amended 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 Flows

The following table provides a summary of cash flow data for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
(dollar amounts in thousands)	2025			2024
Net cash provided by operating activities	$	58,492		$	55,235
Net cash used in investing activities		(429,979	)		(15,663	)
Net cash provided by (used in) financing activities		102,840			(43,847	)
Net effect of exchange rate change		(13	)		(109	)
Change in cash and cash equivalents	$	(268,660	)	$	(4,384	)

Net cash provided by operating activities was $58.5 million for the three months ended March 31, 2025. Net cash provided by operating activities consists of a net loss of $17.4 million, adjusted for $90.4 million of non-cash items, ($11.1) million for changes in working capital and ($3.5) million for the effect of changes in other operating assets and liabilities. Significant non-cash adjustments include stock-based compensation expense of $61.0 million and depreciation and amortization of $36.5 million, partially offset by deferred income taxes of $13.4 million, and a change in fair value of derivative instruments of $5.7 million. The change in working capital was primarily a result of a decrease in accrued expenses of $21.0 million due to employee incentive plan payments, partially offset by a decrease in accounts receivable of $7.4 million due to timing of cash receipts from customers and a decrease in accounts payable of $5.0 million due to timing of payments to suppliers.

Net cash used in investing activities was $430.0 million for the three months ended March 31, 2025. Net cash used in investing activities was due to $415.1 million used for the acquisition of EvolutionIQ and $14.8 million of capitalized internally developed software projects and purchases of software, equipment, and property.

Net cash used in financing activities was $102.8 million for the three months ended March 31, 2025. Net cash used in financing activities was primarily due to $72.3 million for a repurchase of common stock, $43.5 million of payments for employee tax liabilities related to the net share settlement of employee equity awards, $6.6 million of payments for fees associated with a debt modification and $2.5 million of principal payments of long-term debt, partially offset by $225.0 million of an incremental term loan used for the acquisition of EvolutionIQ.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires our management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, and expenses and related disclosures. Our estimates are based on our historical experience, trends and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material.

Except as described below, there have been no material changes to our critical accounting estimates as compared to the critical accounting policies and estimates disclosed in our audited consolidated financial statements and notes thereto for the year ended December 31, 2024 in our Annual Report on Form 10-K.

Business Combinations

The results of a business acquired in a business combination are included in our condensed consolidated financial statements as of the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date, which may be considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill.

We perform valuations of assets acquired and liabilities assumed and allocate the purchase price to the respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, royalty rates, and selection of comparable companies. We engage third-party valuation specialists to assist in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. The resulting fair values and useful lives assigned to acquisition-related intangible assets impact the amount and timing of future amortization expense.

These estimates are inherently uncertain and unpredictable, and if different estimates were used the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that we have made. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of such estimates, and if such events occur, we may be required to record a charge against the value ascribed to an acquired asset, an increase in the amounts recorded for assumed liabilities, or an impairment of some or all of the goodwill.

Goodwill and intangible assets recognized in connection with our acquisition of EvolutionIQ in January 2025 was $538.8 million and $167.9 million, respectively.

There have been no other material changes to our critical accounting estimates as compared to the critical accounting policies and estimates disclosed in our audited consolidated financial statements and notes thereto for the year ended December 31, 2024, included in our Annual Report on Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our market risk compared to the disclosures in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of March 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

On January 6, 2025, we completed the acquisition of EvolutionIQ, which was accounted for as a business combination. As permitted by SEC guidance, the scope of management's evaluation of internal control over financial reporting can exclude acquisitions during the first year of an acquisition.

Management is in the process of integrating, evaluating, and where necessary, implementing changes in controls and procedures of EvolutionIQ.

Other than the integration of EvolutionIQ, there were no changes in our internal control over financial reporting during the three months ended March 31, 2025 identified in management’s evaluation pursuant to in Rules 13a-15(d) and 15d-15(d) of the Exchange Act that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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 on 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.

Item 1A. Risk Factors

For risk factors relating to our business, please refer to the section entitled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024. Any of these factors could result in a significant or material adverse effect on the results of our operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table set forth below summarizes the Company's purchases of its common stock during the three months ended March 31, 2025.


Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased		Average Purchase Price per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
January 2025		—		—		—	$300.0 million
February 2025		—		—		—	$300.0 million
March 2025		7,000,000	$	10.325		7,000,000	$227.7 million
Total		7,000,000	$	10.325		7,000,000	$227.7 million

1 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 program has no expiration date.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Arrangement Intended to Satisfy the Affirmative Defense of Rule 10b5-1(c)

During the three months ended March 31, 2025, Githesh Ramamurthy, Chairman of the board of directors and Chief Executive Officer of the Company, adopted a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c). The 10b5-1 trading arrangement was adopted by Mr. Ramamurthy on March 18, 2025 and provides for the sale of up to 6,300,000 shares of the Common Stock of the Company in the period commencing on June 18, 2025 and ending on the earlier of June 30, 2026 or the execution of all trades contemplated by the plan.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

     Exhibit 
Number

     Description

     10.1

     Amendment No. 3 to the Credit Agreement, dated as of January 6, 2025 by and between CCC Intelligent Solutions Inc. and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on January 7, 2025).


10.2		Amendment No. 4 to the Credit Agreement, dated as of January 23, 2025, by and between CCC Intelligent Solutions Inc. and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on January 23, 2025).
10.3*†		Employment Agreement, dated February 22, 2025, by and between CCC Intelligent Solutions Holdings Inc. and Timothy A. Welsh
10.4*†		Separation, Transition and Arbitration Agreement and General Release, dated March 27, 2025, by and between CCC Intelligent Solutions Holdings Inc. and Mary Jo Prigge.
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

__________

* Filed herewith

** Furnished herewith

† Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: May 6, 2025	CCC INTELLIGENT SOLUTIONS HOLDINGS INC.

	By:	/s/ Githesh Ramamurthy
	Name:	Githesh Ramamurthy
	Title:	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
Dated: May 6, 2025

	By:	/s/ Brian Herb
	Name:	Brian Herb
	Title:	Executive Vice President, Chief Financial and Administrative Officer (Principal Financial Officer)

EX-10.3 2 cccs-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into on February 22, 2025 (the “Effective Date”), by and between CCC Intelligent Solutions Holdings Inc., a Delaware corporation (together with any of its subsidiaries and affiliates as may employ Executive from time to time and any successor(s) thereto, the “Company”), and Timothy A. Welsh (“Executive”).

WHEREAS, the Company hereby agrees to employ Executive effective as of the Start Date, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the parties hereto agree as follows:

Position. During the Period of Employment (as defined below), Executive shall serve in the capacity indicated on Exhibit A. Executive shall perform the normal duties and responsibilities of such position and such other duties and responsibilities not inconsistent with such position as the Chief Executive Officer of the Company may assign to Executive from time to time. During the Period of Employment, Executive will (a) during normal business hours, devote Executive’s full time and exclusive attention to, and use Executive’s best efforts to advance, the business and welfare of the Company, and (b) not engage in any other employment activities for any direct or indirect remuneration without the concurrence of the Board of Directors of the Company (the “Board”); provided, however, that Executive may engage in charitable activities to the extent they are not inconsistent with Executive’s duties hereunder so long as Executive continues to spend substantially all of his time performing Executive’s duties hereunder.

Period of Employment. Subject to earlier termination pursuant to Section 6, the period of Executive’s employment by the Company (the “Period of Employment”) shall be for three (3) years commencing on March 24, 2025 or such other date as mutually agreed to in writing between Executive and an authorized officer of the Company (such actual date of commencement of Executive’s employment with the Company, the “Start Date”); provided, however, that thereafter the Period of Employment shall be automatically renewed for successive one (1) year periods on each anniversary of the Start Date unless either party hereto gives the other party written notice no later than thirty (30) days prior to such anniversary of the Start Date of its election not to so renew the Period of Employment for the additional one (1) year period. The Company’s election not to renew the initial Period of Employment or any subsequent Period of Employment shall constitute a termination of Executive’s employment without Cause (as defined below) for purposes of Section 6.

Compensation.

3.1

Base Salary. During the Period of Employment, the Company shall pay Executive a per annum base salary as set forth in Exhibit A (as adjusted from time to time by the Board in its sole discretion, the “Base Salary”) payable in accordance with the standard policies of the Company. Executive’s Base Salary shall be subject to annual review by the Board; provided, however, that the level of such Base Salary shall not be subject to reduction unless consented to in writing by Executive.

3.2

Performance-Based Compensation. During the Period of Employment, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit A. Executive’s annual performance-based cash bonus opportunity shall be subject to annual review by the Board; provided, however, that the target level of such bonus, determined as a percentage of Base Salary, shall not be subject to reduction unless consented to in writing by Executive.

3.3

Equity-Based Compensation.

(a)

General. Executive shall be eligible to participate in the Company’s equity-based compensation plans or programs as may be adopted by the Company from time to time for its senior executives, at such level and in such amounts as may be determined by the Board in its sole discretion, subject to the terms and conditions of such equity-based plans and any applicable award agreements thereunder.

(b)

Sign-On Equity Grant. Subject to (i) Executive’s commencement of employment with the Company on the Start Date as contemplated herein and (ii) Executive’s continued employment with the Company through the applicable grant date, Executive will be granted an award of 100,000 non-restricted, fully-vested shares of the Company’s common stock within fifteen (15) days of the Start Date, with such award subject to and governed by the terms and conditions set forth in the applicable award agreement (which, for the avoidance of doubt, shall be provided under separate cover) and the CCC Intelligent Solutions Holdings Inc. 2021 Incentive Equity Plan, as it may be amended from time to time.

3.4

Relocation. Executive acknowledges the intent to relocate to the Chicago, Illinois area within one (1) year after the Effective Date. Until the completion of such relocation, Executive shall commute to Chicago, Illinois on a regular basis as agreed to with the CEO of the Company. For each of the first six months following the Start Date, Executive shall receive a stipend of $5,000 per month to cover commuting, temporary housing, and all other costs associated with Executive’s regular attendance at the Company’s headquarters. Provided that Executive relocates to the Chicago, Illinois area within one (1) year after the Effective Date, the Company shall provide Executive with relocation benefits which shall include: (a) reimbursement of expenses for two (2) trips, with Executive’s spouse or partner, to the Chicago, Illinois area to look for permanent housing; (b) a mover to move your personal goods and possessions (including one car) to the Chicago, Illinois area; (c) a final trip to the Chicago, Illinois area which will include mileage, hotel, and food; and (d) IRS related gross-up of all relocation related costs that are considered compensation. If you voluntarily resign from the Company within 18 months of the Start Date, or do not relocate to the Chicago, Illinois area within one (1) year after the Effective Date, you will be responsible for reimbursing the Company for the costs of all relocation benefits provided by the Company.

The relocation benefits and related reimbursements will be structured either to be exempt from Section 409A (as defined below) or to comply with the reimbursement plan rules set forth in Treas. Reg. § 1.409A-3(i)(1)(iv). Executive hereby acknowledges and agrees that the Company has full discretion to determine whether and to what extent these arrangements result in compensation to Executive and whether any tax withholding is appropriate.

3.5

Taxes. Federal, state, local and other applicable taxes shall be withheld on all cash and in-kind payments made by the Company to Executive pursuant to this Agreement in accordance with applicable tax laws and regulations.

Benefits. During the Period of Employment, Executive shall be entitled to participate in benefit plans and programs maintained by the Company from time to time and generally made available to its senior executive officers; provided, however, that (a) Executive’s right to participate in such plans and programs shall not affect the Company’s right to amend or terminate any such plan and program, and (b) Executive acknowledges that Executive shall have no vested rights under any such plan or program except as expressly provided under the terms thereof.

Expenses. Upon presentation of acceptable substantiation therefor, and in accordance with applicable Company policies, the Company will pay or reimburse Executive for such reasonable travel, entertainment and other expenses as Executive may incur during the Period of Employment in connection with the performance of his duties hereunder.

Termination of Employment. The parties hereto expressly agree that Executive’s employment may be terminated by either (i) the Company immediately upon written notice to Executive or (ii) Executive upon thirty (30) days’ advance written notice to the Company and that, upon any such termination, except as set forth in Section 6.2, Executive shall not be entitled to any payment in the nature of severance or otherwise (other than Base Salary, reimbursement of expenses incurred prior to termination and any other benefits earned and accrued through the date of such termination).

6.1

Death or Disability. The employment of Executive and all rights to compensation under this Agreement shall terminate upon the death or Disability (as defined below) of Executive, except for such death or disability payments as may be payable under one or more benefit plans maintained at that time by the Company and applicable to Executive.

As used herein, “Disability” means the Board has made a good faith determination that Executive has become physically or mentally incapacitated or disabled such that Executive is unable to perform for the Company substantially the same services as Executive performed prior to incurring such incapacity or disability, and such incapacity or disability exists for an aggregate of 120 calendar days in any twelve (12) month period. In connection with making such determination, the Company, at its option and expense, shall be entitled to select and retain a physician to confirm the existence of such incapacity or disability, and the determination made by such physician shall be binding on the parties for the purposes of this Agreement.

6.2

Termination with Severance Obligation. Upon termination of Executive’s employment by the Company without Cause or by Executive for Good Reason (as defined below), subject to Executive’s timely execution and non-revocation of a Release (as defined in Section 6.3) in accordance with Section 8.2, and for so long as Executive is in material compliance with the terms of this Agreement (including, without limitation, Section 7.1), Executive shall, subject to Section 8, be entitled to receive from the Company (i) cash severance payments in an aggregate amount equal to the Severance Amount (as defined below), payable in accordance with the Company’s ordinary course payroll processes for a period of twelve (12) months following such date of termination; (ii) a lump sum cash payment in an amount, if any, that Executive would have been entitled to receive based on actual performance pursuant to the annual performance-based cash bonus program set forth in Exhibit A for the Company’s then current fiscal year had Executive’s employment terminated immediately after the bonus payment date for such fiscal year, payable at the same time such annual bonuses are generally paid to similarly situated employees, but in no event later than March 15 of the calendar year immediately following the calendar year in which such termination occurs; and (iii) provided Executive elects to continue health coverage under COBRA following the date of termination, the Company will pay a portion of the premiums to continue Executive’s medical, vision and dental insurance for the period during which Executive is entitled to receive the Severance Amount, regardless of whether Executive is legally entitled to COBRA benefits during such period (the “Health Benefits Continuation”). During the period of the Health Benefits Continuation, the Company shall pay a portion of each monthly premium equal to the portion of the monthly premium that it pays on behalf of active employees (or a cash severance payment to Executive equal to such monthly premium if such premium payments would result in excise taxes or penalties to either Executive or the Company), and Executive shall be responsible for any remaining portion of such premium. In the event that Executive does not pay Executive’s monthly premium, the Health Benefits Continuation shall cease.

As used herein, “Cause” means that Executive (i) has been convicted of a felony, or has entered a plea of guilty or nolo contendere to a felony, (ii) has committed an act of fraud involving dishonesty which is injurious to the Company or any of its subsidiaries, (iii) has willfully and continually refused to perform his duties with the Company or any of its subsidiaries or (iv) has engaged in misconduct that is materially injurious to the Company or any of its subsidiaries.

As used herein, “Good Reason” means Executive’s voluntary resignation within ninety (90) days following the initial existence of one or more of the following conditions: (i) a change in Executive’s position or the assignment to Executive of duties constituting a material diminution in Executive’s position, duties or responsibilities compared with Executive’s position, duties or responsibilities with the Company on the Start Date or (ii) a material reduction of Executive’s Base Salary as in effect from time to time. In the event that any change in Executive’s position, duties or responsibilities is implemented or proposed to be implemented by the Company, then: (A) unless Executive provides written notice to the Board within thirty (30) days of being notified of such change or proposed change that Executive asserts that such change constitutes a “material diminution” for purposes of clause (i) of the definition of Good Reason, such change shall be deemed not to be such a “material diminution” and thereafter Executive’s position, duties and responsibilities shall be as so changed; and (B) in the event that Executive provides such notice in a timely manner and, within thirty (30) days thereafter, the Company, in its sole discretion, rescinds or alters such change, then for purposes of such clause (i) of the definition of Good Reason the original change shall be disregarded (except to any extent so altered). Nothing in this Section 6.2 shall limit the Company’s right to contest any assertion that Executive may make with respect to any such change.

As used herein, “Severance Amount” means an amount equal to Executive’s annual Base Salary rate in effect as of the date of termination.

6.3

Release. Subject to Section 8.2, upon termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, as a condition to Executive’s receipt of the severance benefits set forth in Section 6.2, Executive agrees to timely execute and not revoke a general release of claims in a form provided by the Company (a “Release”) whereby Executive will release, relinquish and forever discharge the Company and each of its parents and subsidiaries and any director, officer, employee, shareholder, controlling person or agent of the Company and each parent and subsidiary from any and all claims, damages, losses, costs, expenses, liabilities or obligations, whether known or unknown (other than any rights Executive may have pursuant to (i) any indemnification arrangement of the Company with respect to Executive, (ii) any employee benefit plan or program covering Executive on a post termination basis in accordance with its terms and the terms of this Agreement, (iii) any stock purchase or stock option plan or agreement to which the Company and Executive are parties or (iv) Executive’s capacity as a stockholder of the Company), which Executive has incurred or suffered or may incur or suffer as a result of Executive’s employment by the Company or the termination of such employment.

Non-Competition; Non-Disclosure of Proprietary Information, Surrender of Records; Inventions and Patents.

7.1

Non-Competition.

(a)

Executive acknowledges that in the course of Executive’s employment with the Company Executive (i) has been and will continue to be familiar with trade secrets and other proprietary information of the Company which, if disclosed, would unfairly and inappropriately assist in competition against the Company, (ii) Executive’s services have been and will continue to be of special, unique and extraordinary value to the Company, and (iii) Executive has generated and will continue to generate goodwill for the Company. Therefore, Executive agrees that, during the Period of Employment and for twelve (12) months thereafter (the “Restricted Period”), Executive shall not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any manner engage with, any business competing with any business of the Company within the United States and any other geographical area in which the Company then engages in business or is engaged in business at any time during Executive’s employment with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no direct or indirect active participation in the business of such corporation.

(b)

During the Restricted Period, Executive shall not directly or indirectly (i) induce or attempt to induce any employee or service provider of the Company to terminate such employment or service, or in any way interfere with the employee or service relationship between the Company and any such individual, (ii) hire any person who is, or at any time during the eighteen (18)-month period immediately prior to the date of Executive’s termination of employment was, an employee or service provider of the Company or (iii) induce or attempt to induce any person having a business relationship with the Company to cease doing business with the Company or interfere materially with the relationship between any such person and the Company.

7.2

Proprietary Information. During the Period of Employment and at all times thereafter, Executive agrees that Executive shall not use any Proprietary Information for Executive’s own purpose or for the benefit of any person or entity other than the Company or its shareholders or affiliates, nor shall Executive otherwise disclose any Proprietary Information to any individual or entity, unless such disclosure (a) has been authorized by the Board, (b) is reasonably required within the course and scope of Executive’s employment hereunder or (c) is required by law, a court of competent jurisdiction or a governmental or regulatory agency. For purposes of this Agreement, “Proprietary Information” shall mean: (i) the name or address of any customer, supplier or affiliate of the Company or any information concerning the transactions or relations of any customer, supplier or affiliate of the Company or any of its shareholders; (ii) any information concerning any product, service, technology or procedure offered or used by the Company, or under development by or being considered for use by the Company; (iii) any information relating to marketing or pricing plans or methods, capital structure, or any business or strategic plans of the Company, (iv) any inventions, innovations, trade secrets or other items covered by Section 7.4 hereof; and (v) any other information which the Board has determined in its sole discretion and communicated to Executive in writing to be proprietary information for purposes hereof. Notwithstanding the foregoing, Proprietary Information shall not include any information that is or becomes generally known to the public other than through actions of Executive in violation of Sections 7.1, 7.2 or 7.3.

7.3

Surrender of Records. Executive agrees that Executive shall not retain and shall promptly surrender to the Company all correspondence, memoranda, files, manuals, financial, operating or marketing records, magnetic tape, or electronic or other media of any kind which may be in Executive’s possession or under Executive’s control or accessible to Executive which contain any Proprietary Information.

7.4

Inventions and Patents. Executive agrees that all inventions, innovations, trade secrets, patents and processes in any way relating, directly or indirectly, to the Company’s business developed by Executive alone or in conjunction with others at any time during Executive’s employment or service with the Company shall belong to the Company. Executive will use Executive’s best efforts to perform all actions reasonably requested by the Board to establish and confirm such ownership by the Company.

7.5

Definition of Company. For purposes of this Section 7, the term “Company” shall include the Company and any and all of its parents, subsidiaries, joint ventures, and affiliated entities as the same may exist from time to time.

7.6

Enforcement. The parties hereto agree that the duration and area for which the covenants set forth in this Section 7 are to be effective are reasonable. In the event that any court or arbitrator determines that the time period or the area, or both of them, are unreasonable and that any of the covenants are to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. The parties intend that this Agreement will be deemed to be a series of separate covenants, one for each and every county of each and every state of the United States of America. Executive agrees that damages are an inadequate remedy for any breach of the covenants in this Section 7 and that the Company will, whether or not it is pursuing any potential remedies at law, be entitled to equitable relief in the form of preliminary and permanent injunctions without bond or other security upon any actual or threatened breach of this Agreement.

7.7

Whistleblower Protection. Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede Executive (or any other individual) from (i) participating, cooperating or testifying in any action, investigation or proceeding with, or providing information to, any governmental agency or entity, including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or (ii) making any disclosure of relevant and necessary information or documents in any action, investigation or proceeding relating to this Agreement, or as required by law or legal process, including with respect to possible violations of law, (iii) seeking or receiving any monetary damages, awards or other relief (including, without limitation, accepting any Securities and Exchange Commission awards) in connection with protected whistleblower activity, (iv) discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful; or (v) making other disclosures under the whistleblower provisions of federal, state or local law or regulation. Nothing in this Agreement or any other agreement or Company policy prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory, or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures and Executive shall not be required to notify the Company that such reports or disclosures have been made.

7.8

Trade Secrets. 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

Section 409A of the Code.

8.1

General. It is the intent of the parties to this Agreement that the provisions of this Agreement comply with, or are exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of Treasury Regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”), and this Agreement shall be construed and interpreted to be in compliance therewith or exempt therefrom. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to Executive under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify Executive for failure to do so) to (a) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from Executive or any other individual to the Company or any of its affiliates, employees, or agents, and in no event shall the Company or any of its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on the Executive by Section 409A or damages for failing to comply with Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. For purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding any other provision of this Agreement to the contrary, to the extent that the payment of any such amount under this Agreement constitutes “nonqualified deferred compensation” for purposes of Section 409A, any such payment scheduled to occur during the first sixty (60) days following a termination of employment will not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such date of termination and will include payment of any amount that was otherwise scheduled to be paid prior thereto. In the event that any payment to Executive any benefit hereunder that is subject to Section 409A is made upon, or as a result of, Executive’s termination of employment with the Company, and Executive is a “specified employee” (as that term is defined under Section 409A) at the time Executive becomes entitled to any such payment or benefit, no such payment or benefit will be paid or commenced to be paid to Executive under this Agreement until the date that is the earlier to occur of (i) Executive’s death or (ii) six (6) months and one day following Executive’s termination of employment with the Company (the “Delay Period”). Any payments which Executive would otherwise have received during the Delay Period will be payable to Executive in a lump sum on the date that is six (6) months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein. Each separately identified amount and each installment payment to which Executive is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. Notwithstanding any provision to the contrary in this Agreement, to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

8.2

Release.

Notwithstanding anything to the contrary in this Agreement, to the extent that any payments of “nonqualified deferred compensation” (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of a Release, (a) the Company shall deliver the Release to Executive within ten (10) business days following the date of termination of employment, (b) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (c) in any case where the date of Executive’s termination of employment and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 8.2, “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date.

Miscellaneous.

9.1

Notice. Any notice required or permitted to be given hereunder shall be deemed sufficiently given if sent by registered or certified mail, postage prepaid, addressed to the addressee at the address last provided to the sender in writing by the addressee for purposes of receiving notices hereunder.

If to Executive:

At the address (or to the facsimile number) shown in the books and records of the Company.

If to the Company:

CCC Intelligent Solutions Holdings Inc.
Attn: Chief Legal Officer
167 North Green Street, 9th Floor
Chicago, IL 60607
E-Mail: *****

with a copy to, which shall not constitute notice:

Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Attention: Douglas A. Ryder, P.C.; Willard S. Boothby, P.C.
Email: *****; *****

9.2

Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

9.3

Modification and No Waiver of Breach. No waiver or modification of this Agreement shall be binding unless it is in writing, approved by the Board and signed by the parties hereto. No waiver by a party of a breach hereof by the other party shall be deemed to constitute a waiver of a future breach, whether of a similar or dissimilar nature, except to the extent specifically provided in any written waiver under this Section 11.4.

9.4

Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware (without regard to principles of conflicts of laws), and all questions relating to the validity and performance hereof and remedies hereunder shall be determined in accordance with such law.

9.5

Counterparts. This Agreement may be executed by facsimile in two counterparts, each of which shall be deemed an original, but both of which taken together shall constitute one and the same Agreement.

9.6

Captions. The captions used herein are for ease of reference only and shall not define or limit the provisions hereof.

9.7

Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the matters encompassed hereby and supersedes any prior oral or written agreements relating to such matters.

9.8

Assignment. This Agreement shall not be assigned by Executive and may be assigned by the Company to any of its subsidiaries or affiliates, or any entity that succeeds to the business of the Company; provided, that an assignment to a subsidiary or affiliate by the Company shall not relieve the Company of any of its obligations hereunder.

9.9

Non-Transferability of Interest. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a ftestamentary disposition or by the laws of descent and distribution upon the death of Executive. Any other attempted assignment, transfer, conveyance or other disposition of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

9.10

Clawback. Notwithstanding anything to the contrary set forth herein or in any other agreement between Executive and the Company, Executive hereby acknowledges and agrees that this Agrefement shall in all events be subject to (a) any right that the Company may have under any Company clawback or recoupment policy or any other agreement or arrangement with Executive, and (b) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended, any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission, the listing standards of any national securities exchange or association on which the Company’s securities are listed, or any other applicable law.

[signature page follows]

IN WITNESS WHEREOF, this Agreement has been duly executed as of the Effective Date.



CCC INTELLIGENT SOLUTIONS HOLDINGS INC.

By:		/s/ Githesh Ramamurthy
Name:		Githesh Ramamurthy
Title:		Chairman and Chief Executive Officer

EXECUTIVE

By:		/s/ Timothy A. Welsh
Name:		Timothy A. Welsh

[Signature Page to Employment Agreement]

EXHIBIT A

Employment Agreement



Name of Executive:		Timothy A. Welsh

Title(s):		President and EVP

Base Salary:		$700,000.00 per annum

Performance-Based Bonus:		Executive shall be eligible for an annual performance-based cash bonus of fifty percent (50%) of the Executive’s then current Base Salary based on achievement of targets and/or other performance or personal objectives set by the Company with respect to each fiscal year, paid on a date no later than March 15 of the following fiscal year, subject to Executive’s employment through the last day of the fiscal year to which such bonus relates. Executive’s performance-based cash bonus with respect to fiscal year 2025 shall be prorated based on the portion of the year following the Start Date.

EX-10.4 3 cccs-ex10_4.htm EX-10.4 EX-10.4

Exhibit 10.4

SEPARATION, TRANSITION AND ARBITRATION AGREEMENT AND GENERAL RELEASE

This Separation, Transition and Arbitration Agreement and General Release (“Agreement”) is entered into between Mary Jo Prigge (“Employee” or “you”) and CCC Intelligent Solutions Holdings Inc. (“CCC” or “Company”), including any division thereof, any current parent, subsidiary, affiliated entity or related entity, or any predecessors, successors and assigns of any of the foregoing, and any current or former officer, director, trustee, agent, partner, employee, shareholder, representative, attorney or insurer (collectively the “Company Released Parties”). This Agreement shall be effective as of the Effective Date (as defined below).

In consideration of the mutual covenants and other valuable consideration in this Agreement, which Employee acknowledges are adequate, the parties agree as follows:

1. Transition Period. Effective as of March 31, 2025 (the “Transition Date”), you and the Company hereby acknowledge and agree that you shall continue to serve at ¾ full time as the Company’s Executive Vice President, Chief Service Delivery Officer. During the period commencing on the Transition Date and ending on the Transition End Date (as defined below) (the “Transition Period”), you will continue to report directly to the Chief Executive Officer of the Company (the “CEO”), and shall perform such transitional services as may be requested by the CEO (collectively, the “Transition Services”). During the Transition Period, you shall perform the Transition Services to the Company and its subsidiaries and affiliates to the best of your abilities in a diligent, trustworthy, professional and efficient manner, and shall comply with the Company’s and its subsidiaries’ and affiliates’ applicable policies and procedures in all material respects. During the Transition Period, you shall (a) receive a base salary equivalent to ¾ of your base salary as of the Effective Date (an annual rate of $422,359.83); (b) continue to be reimbursed for all reasonable and necessary business expenses in accordance with the Company’s applicable policies; and (c) continue to be eligible to participate in the Company’s employee benefit plans or programs on the same basis as full time employees of the Company, to the extent permitted under the terms of such plans and programs and under applicable law. Prior to the Transition Date, the terms and conditions of your employment with the Company shall continue to be governed by the Employment Agreement (as defined below), and in the event that the Employment Agreement is terminated by either party for any reason or no reason prior to the Transition Date, this Agreement shall be null and void ab initio and, effective as of the Transition Date, the Employment Agreement will be terminated and of no further force and effect, except as expressly set forth herein.

2. Transition End Date. You acknowledge that your employment as the Company’s Executive Vice President, Chief Service Delivery Officer will end on June 6, 2025 (the “Transition End Date”). Effective as of the Transition End Date, you shall automatically be deemed to have resigned from all of your positions with the Company and as a director, manager, officer, or any other position with, the Company or any of its subsidiaries or affiliates, and you hereby agree to promptly execute such additional documentation as the Company may request to effectuate the foregoing. Except as otherwise set forth in this Agreement, the Transition End Date will be the termination date of your employment for purposes of active participation in and coverage under any benefit plans and programs sponsored by or through the Company or any of its subsidiaries or affiliates. Within thirty (30) days of the Transition End Date (or such earlier date as required by applicable law), you will receive the following: (a) any accrued but unpaid base salary earned by you through the Transition End Date; (b) reimbursement for any unreimbursed business expenses incurred through the Transition End Date in accordance with the Company’s applicable policies, to the extent submitted by you to the Company in accordance with the Company’s applicable policies prior to the Transition End Date or reasonably thereafter; and (c) all other accrued but unpaid payments, benefits or fringe benefits (which, for the avoidance of doubt, shall not include any severance payments or benefits) to which you are entitled under the terms of any applicable employee benefit plans or programs sponsored by or through the Company or any of its affiliates or subsidiaries or by applicable law.

3. Consideration. You and the Company are parties to the following agreements, each as amended from time to time in accordance with its terms: (i) that certain Stock Option Grant Agreement dated as of July 10, 2017 (the “Stock Option Agreement”), (ii) that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Grant Agreement dated as of October 21, 2021, (iii) that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Grant Agreement dated as of March 23, 2022, (iv) that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Grant Agreement dated as of March 6, 2023, and (v) that certain Restricted Stock Unit Grant Notice and Restricted Stock Unit Grant Agreement dated as of March 6, 2024 (collectively, all such agreements set forth in subparts (ii) through (v) hereof, the “RSU Grant Agreements”); (vi) that certain Performance Restricted Stock Unit (TSR) Grant Notice and Performance Restricted Stock Unit (TSR) Grant Agreement dated as of March 23, 2022, as amended and restated December 14, 2023, (vii) that certain Performance Restricted Stock Unit (EBITDA) Grant Notice and Performance Restricted Stock Unit (EBITDA) Grant Agreement dated as of March 6, 2023, (viii) that certain Performance Restricted Stock Unit (Revenue CAGR) Grant Notice and Performance Restricted Stock Unit (Revenue CAGR) Grant Agreement dated as of March 6, 2023, (ix) that certain Performance Restricted Stock Unit (EBITDA) Grant Notice and Performance Restricted Stock Unit (EBITDA) Grant Agreement dated as of March 6, 2024, and (x) that certain Performance Restricted Stock Unit (Revenue CAGR) Grant Notice and Performance Restricted Stock Unit (Revenue CAGR) Grant Agreement dated as of March 6, 2024 (collectively, all such agreements set forth in subparts (vi) through (x) hereof, the “PSU Grant Agreements” and, with the RSU Grant Agreements, the “Grant Agreements”); and (xi) that certain Amended and Restated Employment Agreement between you and Cypress Intermediate Holdings III, Inc., dated as of April 27, 2017 (the “Employment Agreement”).

In exchange for your agreement to the promises contained in this Agreement, and your agreement to release and waive all potential disputes you may have against the Company Released Parties, assuming prior receipt by CCC of this executed Agreement, your continued compliance with the Restrictive Covenants (as defined below), and the occurrence of the Re-Execution Effective Date (as defined below) in accordance with Paragraph 4 below, you will receive the following (collectively, the “Termination Benefits”):

a. Provided you elect to continue health coverage under COBRA, the Company will pay (or cause to be paid) the employer portion of your medical, vision and dental insurance coverage under COBRA (the “Health Benefits Continuation”) through December, 2025. You shall be responsible for payment of your monthly premium, which is billed directly to you by the Company’s third-party COBRA administrator. In the event that you do not pay your monthly premium, you shall not receive or otherwise be entitled to any corresponding Health Benefits Continuation payments. Upon your eligibility for medical, vision and/or dental insurance coverage from a new employer, the Company’s obligation to pay Health Benefits Continuation payments pursuant to this Paragraph 2.a is effectively terminated. To that end, you must immediately notify the Company of any such eligibility.

b. Notwithstanding anything to the contrary set forth in the Grant Agreements, you and the Company agree that, effective as of the Re-Execution Effective Date:

i. The RSU Grant Agreements are hereby modified such that all unvested RSUs (as defined therein) will accelerate and fully vest, effective as of the Re-Execution nEffective Date; and will be settled and paid to you within thirty (30 days following the Re-Execution Effective Date; and

ii. The PSU Grant Agreements are hereby modified such that all unvested PSUs (as defined therein) will remain outstanding and eligible to vest in accordance with the vesting schedule and terms set forth in the applicable PSU Grant Agreement.

Except as expressly provided in this Agreement, your equity awards as set forth in the Stock Option Agreement and the Grant Agreements shall remain subject to all other terms of the applicable Stock Option Agreement or Grant Agreement and the underlying equity plan, as amended from time to time.

c. You will receive a 2025 annual performance-based cash bonus, per the Employment Agreement; provided, however, that your continued employment shall not be required through fiscal year 2025. The 2025 annual bonus shall be paid in the time and manner annual bonuses are paid in 2026 to similarly situated employees of the Company, but in all events prior to March 15, 2026.

4. Release & Waiver. In exchange for the consideration reflected in Paragraph 3, you (for yourself, your agents, assigns, heirs, executors, and administrators) hereby release and discharge the Company Released Parties from any claim, demand, action, or cause of action, known or unknown, which arose at any time from the beginning of time to the date you execute this Agreement, and waive all claims relating to, arising out of, or in any way connected with your employment with or separation from the Company; any claim, demand, action, cause of action, including money damages and claims for attorneys’ fees, based on but not limited to: The Age Discrimination in Employment Act (“ADEA”); The Americans with Disabilities Act of 1990, as amended, (“ADA”), 42 U.S.C. § 12101, et seq.; The Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701, et seq.; The Family and Medical Leave Act of 1993, as amended, 29 U.S.C. § 2601, et seq.; The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, 15 U.S.C. § 9001, et seq.; and any other COVID-19 related laws; The Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff, et seq.; The Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001, et seq.; The Civil Rights Act of 1866, as amended, 42 U.S.C. § 1981, et seq.; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000(e), et seq.; The Equal Pay Act, as amended, 29 U.S.C. § 206, et seq.; The Fair Credit Reporting Act, as amended, 15 U.S.C. § 1681, et seq.; The Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101, et seq.; The National Labor Relations Act, 29 U.S.C. § 151, et seq.; The Illinois Human Rights Act, 775 ILCS 5/1-101, et seq.; The Illinois Genetic Information Privacy Act, 410 ILCS 513/1 et seq.; The Illinois Right to Privacy in the Workplace Act, 820 ILCS 55/1, et seq.; The Illinois Workplace Transparency Act, 820 ILCS 96/1, et seq.; The Illinois Biometric Information Privacy Act, 740 ILCS 12/1, et seq.; The Illinois Family Military Leave Act, 820 ILCS 151/1, et seq.; The Illinois Worker Adjustment and Retraining Notification Act, 820 ILCS 65, et seq.; The Illinois Personnel Records Review Act, 820 ILCS 40/1, et seq.; The Illinois Victims’ Economic Security and Safety Act, 820 ILCS 180/1, et seq.; The Illinois Wage Payment and Collection Act, 820 ILCS 115/1, et seq.; The Illinois Equal Pay Act, 820 ILCS 112/1, et seq.; The Illinois Minimum Wage Law, 820 ILCS 105/1, et seq.; The One Day of Rest in Seven Act, 820 ILCS 140/1, et seq.; any other Illinois wage law; and any other statutory, regulatory or common law action relating to the payment of wages, bonuses, commissions or other forms of compensation; The Illinois Whistleblower Protection Act, 740 ILCS 174/1, et seq., and any federal, state, local or common law whistleblower law or protection; claims arising under any other federal, state and local fair employment practices law, disability benefits law, and any other employee or labor relations statute, executive order, law or ordinance, and any duty or other employment-related obligation (including under the Employment Agreement); claims arising from any other type of statute, executive order, law or ordinance; claims arising from contract (including under the Employment Agreement) or public policy, as well as tort, tortious cause of conduct, breach of contract (including related to the Employment Agreement), intentional infliction of emotional distress, negligence, discrimination, harassment, and retaliation, including common law retaliatory discharge, together with all claims for monetary and equitable relief, punitive and compensatory relief and attorneys’ fees and costs; and the Illinois Constitution and/or the United States Constitution.

You acknowledge that new facts may be discovered in addition to or different from those which you now know or believe to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this Agreement. Nevertheless, you hereby waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts.

Excluded from this Agreement are any claims which cannot be waived by law, including the right to file a charge with an administrative agency, to participate in a charge filed by another individual or agency, or to participate in an agency investigation. However, you are waiving your right to any monetary recovery or other personal relief in connection with any such charge(s), whether filed by you, another individual, or any agency.

Employee hereby acknowledges and agrees that (i) Employee is hereby entering into this waiver and release knowingly and voluntarily, (ii) the Company has advised Employee, and Employee is hereby advised in writing, that Employee should consult with an attorney prior to executing and re-executing this Agreement, as applicable, (iii) Employee has carefully read and fully understands all of the provisions of this Agreement, (iv) Employee is entering into this Agreement knowingly, freely and voluntarily in exchange for good and valuable consideration to which Employee would not be entitled in the absence of executing or re-executing, as applicable, and not revoking this Agreement, (v) Employee has been given at least twenty-one (21) days from receipt of this Agreement to consider the terms of this Agreement, and if Employee chooses to execute this Agreement before this twenty-one (21) day consideration period has elapsed, Employee does so knowingly and voluntarily, (vi) no Company Released Party has provided any tax or legal advice regarding this Agreement and Employee has had an adequate opportunity to receive sufficient tax and legal advice from advisors of Employee’s own choosing such that Employee enters into this Agreement with full understanding of the tax and legal implications thereof, and (vii) Employee has been advised that Employee has the right to revoke Employee’s execution of this Agreement for a period of seven (7) days after executing this Agreement, and if Employee wishes to revoke Employee’s execution of this Agreement, Employee must do so in a writing emailed to legal@cccis.com no later than the seventh (7th) day of such revocation period. This Agreement will be effective as of the eighth (8th) day following the date Employee executes this Agreement (such date, the “Effective Date”), assuming Employee has not delivered revocation pursuant to the foregoing. If Employee does not execute this Agreement, or if Employee revokes such execution, this Agreement shall be null and void and neither the Company nor Employee shall have any rights or obligations under it.

The Company’s obligations set forth in this Agreement, including, for the avoidance of doubt, the Termination Benefits, are strictly contingent upon Employee’s re-execution and non-revocation of this Agreement within twenty-one (21) days following the Transition End Date. Upon Employee’s re-execution of this Agreement (the “Re-Execution Date”), Employee advances to the Re-Execution Date Employee’s release of all claims as set forth in this Paragraph 4.

Employee hereby acknowledges and agrees that Employee has been advised by the Company that Employee has the right to revoke Employee’s re-execution of this Agreement for a period of seven (7) days after the Re-Execution Date, and if Employee wishes to revoke Employee’s re-execution of this Agreement, Employee must do so in a writing emailed to legal@cccis.com no later than the seventh (7th) day of such revocation period. If no such revocation occurs, the re-execution of this Agreement shall become effective on the eighth (8th) day following the Re-Execution Date (such date, the “Re-Execution Effective Date”). If Employee does not re-execute this Agreement, or if Employee revokes such re-execution, this Agreement shall be null and void and neither the Company nor Employee shall have any rights or obligations under it, including, for the avoidance of doubt, with respect to the Termination Benefits.

5. Non-Disparagement. You agree that, at all times following the Transition End Date, you will not engage in any conduct or make any statement calculated or likely to have the effect of undermining, disparaging or otherwise reflecting poorly upon the Company or its good will or reputation, or is in any manner detrimental to the Company, any current parent, subsidiary and affiliated companies and its or their current and former board members, officers, directors, shareholders, insurers, managers, employees, attorneys, agents and representatives, successors and assigns. You agree that you will not contact any person or entity, including without limitation, any former or current employees, directors, officer, customers, suppliers or any business associates of the Company concerning your separation and settlement with the Company, the events leading to the separation and settlement with the Company, or the terms or amounts of this Agreement. If you breach the provisions set forth in this Paragraph 5, you agree that you will be subject to liquidated damages in Paragraph 13.

Nothing in this Paragraph 5 shall in any way restrict any employee or agent of the Company from performing their regular services or job functions in the ordinary course of business.

6. Confidentiality of Proprietary Information. You acknowledge that your duties with the Company may have caused you to possess Proprietary Information concerning the business of the Company and its affiliates. Proprietary Information includes, but is not limited to: innovations; ideas; plans; processes; structures; systems; know-how; algorithms; computer programs; software; code; publications; designs; methods; techniques; drawings; apparatuses; government filings; patents; patent applications; materials; devices; research activities; reports and plans; specifications; promotional methods; financial information; forecasts; sales, profit and loss figures; personal identifying information of employees; marketing and sales methods and strategies; plans and systems; customer protocols and training programs; customer, prospective customer, vendor, licensee and client lists; non-public information about customers, prospective customers, vendors, licensees and clients; information about relationships between the Company and its business partners, acquisition prospects, vendors, suppliers, prospective customers, customers, employees, owners, licensees and clients; information about deals and prospective deals; information about products, including but not limited to strengths, weaknesses and vulnerabilities of existing products, as well as product strategies and roadmaps for future products and releases; information about pricing including but not limited to license types, models, implementation costs, discounts and tolerance for discounts; and other confidential, proprietary or trade secret information. The following information will not be considered Proprietary Information under this Agreement:

i. information that has become generally available to the public through no wrongful act of you;

ii. information that you identified prior to your employment with the Company; or

iii. information that is disclosed to the public pursuant to the binding order of a government agency or court.

You acknowledge and agree that all Proprietary Information is proprietary to and/or a trade secret of the Company. Except for disclosures authorized by the Company, you agree that, to the extent you maintain any access to or knowledge of any Proprietary Information, you will hold all Proprietary Information in the strictest confidence.

You understand that your obligations under this Paragraph 6 will terminate only at such time (if any) as the information in question is no longer Proprietary Information as defined in this Paragraph 6 except that: (i) Proprietary Information that does not constitute a trade secret remains confidential for up to three (3) years following the Re-Execution Effective Date; and (ii) Proprietary Information that constitutes a trade secret remains confidential indefinitely pursuant to the Illinois Trade Secrets Act, 765 ILCS 1065.

7. Restrictive Covenants. Employee hereby acknowledges and agrees that, as a material inducement for the Company to enter into this Agreement, Employee hereby expressly reaffirms, acknowledges and agrees to continue to abide by (i) Paragraphs 5 and 6 hereof, (ii) those certain obligations contained in Section 7 of the Employment Agreement (which Employee hereby acknowledges shall continue in full force and effect notwithstanding the termination of the Employment Agreement), (iii) Section IV of the Stock Option Agreement, and (iv) any other restrictive covenants to which Employee is subject to or otherwise bound (collectively, the “Restrictive Covenants”), the provisions of which are hereby fully incorporated herein by reference. Employee acknowledges that Employee has read and understands the terms of the Restrictive Covenants, including, specifically, the scope and duration thereof. Employee acknowledges and agrees that the Restrictive Covenants shall survive the Transition End Date and shall remain in full force and effect.

8. Exclusions and Limitations on Confidentiality and Non-Disparagement Provisions. You agree that this Agreement is mutually binding, mutually beneficial, mutually desired and preferred, and demonstrates actual, knowing, voluntary, bargained-for consideration including the benefits in Paragraph 3 and mutually binding promises. The parties agree that nothing in this Agreement prohibits them or may be read to prohibit them from:

i. filing a charge with an administrative agency, and/or participating in a charge filed by another individual or agency, or participating or testifying in an agency investigation;

ii. reporting any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency enforcing discrimination laws;

iii. reporting any good faith allegation of criminal conduct to any appropriate federal, State, or local official;

iv. participating in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws;

v. making any truthful statements or disclosures required by law, regulation, or legal process;

vi. requesting or receiving confidential legal advice regarding this Agreement or otherwise; and vii.

seeking or receiving any monetary damages, awards or other relief (including, without limitation, accepting any Securities and Exchange Commission awards) in connection with protected whistleblower activity.

Given the above, the parties hereby acknowledge and agree that they have the right to make truthful statements or disclosures about alleged unlawful employment practices or criminal activity. Furthermore, the parties agree and acknowledge that they have the right to report illegal or potentially illegal activity to relevant governmental regulatory bodies or law enforcement agencies, without fear of retaliation or liability for breach of this Agreement.

9. No Other Claims Pending and Disclaimer. You represent and warrant that you have not filed or otherwise initiated any other cause of action or claim against the Company based on events occurring prior to and including the date you execute this Agreement. You further represent and warrant that, as of the date you execute this Agreement, you are unaware of any outstanding lawsuits, charges, complaints, causes of action or claims against the Company.

10. Successors. This Agreement shall apply to you, as well as to your heirs, executors, administrators, and agents. This Agreement also shall apply to and inure to the benefit of the Company and its successors.

11. Notice of Immunity. you understand that nothing in this Agreement is intended to prohibit you from disclosing information, including Confidential or Proprietary Information, which is permitted to be disclosed by the Federal Defend Trade Secrets Act, which provides that:

i. No person shall be held liable under trade secret law for disclosing a trade secret in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or in a filing in a lawsuit or other proceeding, if such filing is made under seal; and

ii. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his/her attorney and use it in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose it, except pursuant to court order.

12. Preservation and Return of Property. You certify and declare that you have: (a) returned to the custody of the Company all Company property that is in your possession, custody or control, including, without limitation, all keys, access cards, Company credit cards and charge cards, in your possession, cell phone, tablet, computer hardware (including but not limited to any hard drives, diskettes, fobs, laptop computers and personal data assistants and the contents thereof, as well as any passwords or codes needed to operate any such hardware), internet connectivity devices, computer software and programs, data, materials, papers, books, files, documents, records, policies, client and customer information and lists, rolodexes, contact lists, employee lists, compensation information, financial data, marketing information, design information, specifications and plans, data base information and lists, mailing lists, notes, and any other property or information that you have relating to the Company (whether those materials are in paper or computer-stored form); (b) returned to the custody of the Company all documents or other items containing, summarizing, or describing any Company information, (including, but not limited to Proprietary Information), and all originals and copies; (c) surrendered for inspection and copying any personal device that you synced with or used to access any Company system; and (d) provided a list of passwords or codes needed to operate or access any of the items referenced in this Paragraph 12. Notwithstanding the foregoing, you may retain copies of any documents to which you are entitled under the Illinois Personnel Record Review Act, 820 ILCS 40/1, et seq. and do not waive any right to request such documents in the future. To the extent you subsequently discover that you have not complied in full with the obligations set forth in this Paragraph 12, you must, within two (2) business days of such discovery: (i) take any and all action necessary to bring yourself into compliance with this Paragraph 12; and (ii) notify the Company in writing of your noncompliance and subsequent action taken to cure such noncompliance. Your re-execution of this Agreement on the Re-Execution Date reaffirms your compliance with this Paragraph 12 as of the Re-Execution Date.

13. Injunctive and Other Relief. You agree and acknowledge that breach of the duties and obligations imposed upon you by this Agreement or otherwise, including without limitation breach of the restrictions imposed in this Agreement, would cause irreparable harm to the Company and/or any Company Released Parties and that such persons cannot be fully compensated for any such breach with money damages. Therefore, you consent to entry of injunctive relief, without the necessity of posting a bond, for any such breach. Such injunctive relief will be in addition to and not in limitation of or substitution for any other remedies or rights to which the Company Released Party might be entitled at law or in equity, including liquidated damages. In the event you breach or threaten to breach any provision of this Agreement, the Company or any Company Released Party may seek the full scope of remedies available under the law. You must immediately return the entire consideration set forth in Paragraph 3 of this Agreement (including any profits or benefits resulting from Paragraph 3) to the Company if this Agreement is found to be unenforceable, void or invalid.

14. Applicable Law. This Agreement shall be interpreted, enforced, and governed under the laws of the state of Delaware without regard to the conflict of laws principles thereof.

15. Non-Waiver. The waiver by any Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach.

16. Jurisdiction. To the extent that Paragraph 17 is deemed inapplicable or unenforceable by law with respect to a particular claim (“Excluded Claims”), the Parties agree that such an Excluded Claim shall be brought in a court of competent jurisdiction in Cook County, Illinois. If the Excluded Claim could be brought in federal court, the Excluded Claim shall be maintained in the United States District Court for the Northern District of Illinois. By signing this Agreement, you and the Company expressly consent to personal jurisdiction in Illinois and waive the right to a trial by jury.

17. Dispute Resolution. Any dispute, controversy or claim arising out of or related to your employment with or separation from the Company, this Agreement or any breach of this Agreement, shall first be submitted to mediation administered by the American Arbitration Association (“AAA”) under its Employment Mediation Procedures. Any dispute which remains unresolved by mediation will be subsequently resolved by binding arbitration administered by AAA, using one arbitrator, in accordance with its Employment Arbitration Rules. Any arbitral award determination shall be final and binding upon the Parties. Whether a particular claim is subject to arbitration shall be exclusively determined by an arbitrator, and not a court. The Parties agree that the mediation and arbitration shall be held in Cook County, Illinois. By signing this Agreement, the Company and you expressly consent to personal jurisdiction in Illinois and waive the right to a trial by jury.

18. Future Assistance. You agree that you will cooperate and make yourself reasonably available to Company personnel in the event your assistance is needed to locate, understand, or clarify work previously performed by you or other work-related issues relating to your employment. You also agree that you will cooperate, assist, and make yourself reasonably available to Company personnel or Company agents on an as-needed basis in order to respond to or address any complaint or issue raised by any person or entity that does/did business with the Company or is/was associated with the Company in any way. Finally, you agree that you will provide truthful and accurate sworn testimony in the form of deposition, affidavit, and/or otherwise if requested by current Company personnel. You, however, reserve the right to seek legal counsel before offering any such testimony and to assert any and all applicable rights and privileges provided under state or federal law.

19. Severability. The Parties explicitly acknowledge and agree that the provisions of this Agreement are both reasonable and enforceable. However, the provisions of this Agreement are severable, and the invalidity of any one or more provisions shall not affect or limit the enforceability of the remaining provisions. Should any provision be held unenforceable for any reason, then such provision shall be enforced to the maximum extent permitted by law.

20. Class Action Waiver. THIS AGREEMENT PROHIBITS YOU AND THE COMPANY FROM FILING, OPTING INTO, BECOMING A CLASS MEMBER IN, OR RECOVERING THROUGH A CLASS ACTION, COLLECTIVE ACTION, OR SIMILAR PROCEEDING IN COURT. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT OR HEARD AS A CLASS ACTION AND/OR COLLECTIVE ACTION (“Class and Collective Action Waiver”). THE CLASS AND COLLECTIVE ACTION WAIVER SHALL NOT BE SEVERABLE FROM THIS AGREEMENT IN ANY LAWSUIT IN WHICH (1) THE COMPLAINT IS FILED AS A CLASS ACTION AND (2) THE CIVIL COURT OF COMPETENT JURISDICTION IN WHICH THE COMPLAINT WAS FILED FINDS THE CLASS AND COLLECTIVE ACTION WAIVER IS UNENFORCEABLE (AND SUCH FINDING IS CONFIRMED BY APPELLATE REVIEW IF REVIEW IS SOUGHT). IN SUCH INSTANCES, THE CLASS AND/OR COLLECTIVE ACTION MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION.

Either Party may lawfully seek enforcement of this Agreement and the Class and Collective Action Waiver and seek dismissal of such class action, collective action, or similar proceeding. Notwithstanding any other clause contained in this Agreement, any claim that all or part of the Class and Collective Action Waiver is invalid, unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction.

21. Knowledge and Understanding. You acknowledge that you did not engage in any conduct in violation of this Agreement and will not do so in the future. You further acknowledge that, in accordance with the Illinois Workplace Transparency Act, the Age Discrimination in Employment Act and/or the Older Workers Benefit Protection Act you:

i. Have been, and are hereby, advised to consult with an attorney prior to executing this Agreement and have had the opportunity to do so;

ii. Had the opportunity to take at least twenty-one (21) calendar days after receiving this Agreement to review the Agreement;

iii. Have availed yourself of all opportunities you deem necessary to make a voluntary, knowing, and fully informed decision; and

iv. Are fully aware of your rights, and have carefully read and fully understands all provisions of this Agreement before signing.

22. Complete Agreement. The Parties acknowledge and agree that this Agreement sets forth the complete agreement between the Parties relating to the subjects herein, and supersedes in its entirety any and all prior understandings, negotiations, commitments, obligations and/or agreements, whether written or oral, between the Parties with respect thereto, including, for the avoidance of doubt, the Employment Agreement, except as expressly set forth herein. You acknowledge and agree that, in executing this Agreement, you do not rely and have not relied upon any representations or statements not set forth herein made by the Company with regard to the subject matter, basis, or effect of this Agreement or otherwise.

23. Counterparts. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Facsimile, DocuSign, electronic (Adobe Acrobat, etc.) and other copies or duplicates of this Agreement are valid and enforceable as originals.

24. Section 409A.

a. Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”), and, accordingly, to the maximum extent possible, this Agreement will be interpreted and construed consistent with such intent. Notwithstanding the foregoing, the Company makes no representations that this Agreement or the payments provided under this Agreement complies with or is exempt from the requirements of Section 409A, and in no event whatsoever will the Company or any of its affiliates or subsidiaries, or any of their respective officers, directors, employees, counsel or other service providers, be liable for any tax, interest or penalty that may be imposed on Employee by Section 409A or damages for failing to comply with Section 409A.

b. Notwithstanding any provision in this Agreement to the contrary, (i) if any payment or benefit provided for herein would be subject to additional taxes and interest under Section 409A if Employee’s receipt of such payment or benefit is not delayed until the earlier of (A) the date of Employee’s death or (B) the date that is six (6) months after the Transition Date (such date, the “Section 409A Payment Date”), then such payment or benefit shall not be provided to Employee (or Employee’s estate, if applicable) until the Section 409A Payment Date; and (ii) to the extent any payment hereunder constitutes “nonqualified deferred compensation” within the meaning of Section 409A, then each such payment which is conditioned upon Employee’s execution of a release and which is to be paid or provided during a designated period that begins in one taxable year and ends in a second taxable year shall be paid or provided in the later of the two taxable years.

c. For purposes of Section 409A, Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment will at all times be considered a separate and distinct payment. Whenever a payment hereunder specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

d. To the extent that reimbursements or other in-kind benefits hereunder constitute “nonqualified deferred compensation” subject to Section 409A, (i) all expenses or other reimbursements hereunder will be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

e. Notwithstanding any provision of this Agreement to the contrary, in no event will any payment or benefit hereunder that constitutes “deferred compensation” subject to Section 409A be subject to offset by any other amount unless otherwise permitted by Section 409A.

f. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute “deferred compensation” subject to Section 409A upon or following a termination of employment, unless such termination is also a “separation from service” within the meaning of Section 409A, and, for purposes of any such provision, all references in this Agreement to Employee’s “termination”, “termination of employment” or like terms will mean Employee’s “separation from service” with the Company, and the date of such separation from service will be the date of termination for purposes of any such payment or benefit.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates written below.

CCC Intelligent Solutions Holdings Inc.

/s/ Kevin J. Kane

By: Kevin J. Kane

Its: SVP, CLO and Secretary

BY SIGNING THIS AGREEMENT, I STATE THAT: I HAVE READ IT; I UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I AGREE TO ALL THE TERMS CONTAINED WITHIN THE AGREEMENT; I AM AWARE OF MY RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING IT; IF DESIRED, I HAVE CONSULTED WITH MY ATTORNEY BEFORE SIGNING IT; I HAVE SIGNED IT KNOWINGLY AND VOLUNTARILY.

     AGREED TO BY:
 
Mary Jo Prigge
 
 /s/ Mary Jo Prigge

      
Dated:   March 27, 2025

NOT TO BE RE-EXECUTED PRIOR TO THE TRANSITION END DATE:

      
Mary Jo Prigge

      
Dated:

[Signature Page to Separation, Transition and Arbitration Agreement and General Release]

EX-31.1 4 cccs-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant To

Section 302 of the Sarbanes-Oxley Act of 2002

I, Githesh Ramamurthy, certify that:

I have reviewed this Quarterly Report on Form 10-Q of CCC Intelligent Solutions Holdings Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: May 6, 2025		/s/ Githesh Ramamurthy


	Githesh Ramamurthy
	Chief Executive Officer

EX-31.2 5 cccs-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant To

Section 302 of the Sarbanes-Oxley Act of 2002

I, Brian Herb, certify that:

I have reviewed this Quarterly Report on Form 10-Q of CCC Intelligent Solutions Holdings Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: May 6, 2025		/s/ Brian Herb


	Brian Herb
	Executive Vice President, Chief Financial and Administrative Officer

EX-32.1 6 cccs-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant To Rule 18 U.S.C. Section 1350

In connection with the Quarterly Report on Form 10-Q of CCC Intelligent Solutions Holdings Inc. (the “Company”) for the period ended March 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Githesh Ramamurthy, Chief Executive Officer and Chairman of the Board of Directors of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: May 6, 2025		/s/ Githesh Ramamurthy
		Githesh Ramamurthy
		Chief Executive Officer

EX-32.2 7 cccs-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant To Rule 18 U.S.C. Section 1350

In connection with the Quarterly Report on Form 10-Q of CCC Intelligent Solutions Holdings Inc. (the “Company”) for the period ended March 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Brian Herb, Executive Vice President, Chief Financial and Administrative Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: May 6, 2025		/s/ Brian Herb
		Brian Herb
		Executive Vice President, Chief Financial and Administrative Officer