An investor group led by GTCR agreed to buy CCC Intelligent Solutions. What the months before close decide for the people who built it.

• Announced October 15, 2026 by CCC and the investor group in a joint press release, which describes the buyer as a consortium of private investment firms led by GTCR and including Elliott Investment Management L.P. and its affiliates. The merger agreement is dated October 14, 2026, between CCC and the two acquisition entities the agreement calls Parent and Merger Sub, and the release says CCC’s board approved the deal.
• Consideration is all cash, $7.75 for each share of CCC common stock, without interest (Section 2.7(a)(ii) of the merger agreement), in a deal the release put at an enterprise value of approximately $6.1 billion.
• Expected close, as CCC stated at announcement, in the first quarter of 2027, subject to customary closing conditions, including the receipt of required regulatory approvals and the approval of CCC stockholders. In its third quarter results release of October 29, 2026, CCC said again that the deal was expected to close in the first quarter of 2027, and said it was suspending its practice of providing guidance and would not host a conference call or webcast on the results.
• The vote needs the holders of a majority of the outstanding shares of CCC common stock entitled to vote (Sections 3.4 and 7.1(a)). The agreement called for CCC to file a preliminary proxy statement within 25 business days after October 14, 2026 and, once the SEC finishes or declines review, to do what CCC reasonably can to mail the proxy statement within five business days, and CCC is not required to hold the meeting before the twentieth business day after mailing (Sections 6.3(a), 6.3(f) and 6.4(a)). The definitive proxy statement is where the meeting date is set out. CCC said the meeting would be announced as promptly as practicable.
• CCC’s chairman and CEO Githesh Ramamurthy and its president Tim Welsh each signed a Rollover and Support Agreement with an affiliate of Parent, agreeing to vote for the merger and to exchange certain CCC shares for equity in an affiliate of the buyer. The Form 8-K summary describes the rollover agreement, which was not filed with the agreement.
• The regulatory conditions are the expiration or termination of the waiting period under the Hart-Scott-Rodino Act, and no law or order prohibiting the merger. The agreement called for both sides to file their HSR notifications within ten business days after October 14, 2026 (Sections 6.2(a), 7.1(b) and 7.1(c)).
• If the merger has not closed by the end of April 14, 2027, New York City time, either Parent or CCC can terminate the agreement, unless that party’s own failure to perform was the main cause (Section 8.1(c)).
• Closing takes place no later than the second business day after the last closing condition is met or waived, unless Parent, Merger Sub and CCC agree in writing on another date. If the thirteen business day Marketing Period for the buyer’s debt financing has not ended by then, closing moves to two business days after that period ends, or an earlier date within it that Parent and CCC agree on in writing. The agreement says that if the Marketing Period has not been completed by December 18, 2026, it is deemed not to have begun before January 4, 2027 (Section 2.3 and the Marketing Period definition in Section 1.1). CCC’s Form 10-Q for the quarter ended September 30, 2026 says the merger is not subject to a financing condition.
• Options with an exercise price below $7.75, whether vested or unvested, are cancelled at close for cash equal to $7.75 minus the exercise price for each share, less withholding. Options with an exercise price of $7.75 or more are cancelled with no payment (Section 2.8(a)).
• RSUs that are vested but not yet settled in shares at close, including RSUs that vest by their own terms because of the merger, are cancelled for $7.75 in cash per share, less withholding (Section 2.8(d) and the Vested Company RSU definition in Section 1.1). Vested PSUs are paid the same way, with the share count based on actual performance through the end of the performance period (Section 2.8(f)). Vested restricted shares are cashed out at $7.75 (Section 2.8(b)).
• Unvested RSUs are cancelled and become a restricted cash award of $7.75 for each share, on the same terms and conditions as the RSUs they replace, including vesting (Section 2.8(e)). Unvested PSUs become a restricted cash award the same way, with the share count based on the greater of actual performance through close and target (Section 2.8(g)). Unvested restricted shares become a restricted cash award on the same vesting, forfeiture, acceleration, settlement and payment terms (Section 2.8(c)). Under Section 2.8(j), each piece of a restricted cash award, less withholding and without interest, is paid no later than the second regularly scheduled payroll date after it vests.
• If you are let go without cause, resign for good reason, or your employment ends because of death or disability within 24 months after close, or you have a good leaver termination at any time after close, the unvested part of your restricted cash award vests in full and is to be paid within 60 days after the termination, less withholding. Cause takes its meaning from your award or employment agreement. Good reason and good leaver termination are defined in a company disclosure letter that was not filed (Section 2.8(j)).
• Cash for vested awards is generally due no later than five business days after the closing date, paid through payroll, less withholding (Section 2.8(i)). Awards that are deferred compensation under Section 409A are paid on their own settlement or payment dates where Section 409A requires it, which can move the payment dates above (Section 2.8(i)).
• Just before close, CCC issues the maximum number of earnout shares issuable under the February 2, 2021 business combination agreement that took CCC public, to the holders entitled to them, and each becomes $7.75 in cash. Option holders entitled to earnout shares are paid cash for them (Sections 2.9(b) and 2.8(i)). CCC’s Form 10-K for 2025 puts the total at 15.0 million shares, up to 13.5 million for the former CCCIS shareholders and 1.5 million, subject to continued employment, for holders of CCCIS equity awards as of the 2021 agreement date.
• The offering in effect on October 14, 2026 ends on the earlier of its scheduled purchase date and a date no later than ten calendar days before the merger takes effect, and each ESPP participant’s accumulated contributions buy shares on that date. No new offering period begins before close, no one who was not already a participant can enroll, no participant can raise their payroll deduction percentage, and the ESPP terminates immediately before the merger takes effect (Section 2.8(h)). CCC’s Form 10-K for 2025 says the ESPP’s six month offering periods begin on January 1 and July 1 of each year, at 85% of the lower of the price on the first day of the offering period and the price on the purchase date.
• For one year after close, or for as long as you stay if that is shorter, Parent agreed to cause the company to keep each continuing employee’s base salary or wage rate and target cash incentive opportunity no less than those in effect just before close, severance and termination benefits no less favorable than those that applied just before close, as listed in the company disclosure letter, and other benefit plans substantially similar in the aggregate, with equity, retention, change in control and some other plans excluded (Section 6.11(a)). The agreement says that under the annual cash incentive plans listed in the company disclosure letter, which was not filed, continuing employees in those plans are to be paid 2026 bonuses based on actual performance for the full year, at substantially the usual time and no later than March 15, 2027 (Section 6.11(d)). The agreement says this section creates no right to employment for any period and gives no employee a right to enforce it (Section 6.11(e)).
• In the employee FAQ it sent October 15, 2026 and filed with the SEC, CCC said its stock would continue to trade until the deal closes and that employees could keep making trading decisions within its existing policies, not while holding material nonpublic information and not during scheduled trading blackout periods. The FAQ also said that after close CCC stock would no longer be listed or traded on Nasdaq and CCC would cease to be an SEC reporting company.

Sources. CCC’s press release of October 15, 2026, CCC’s Form 8-K filed the same day with the merger agreement dated October 14, 2026 as Exhibit 2.1, CCC’s employee FAQ of October 15, 2026, filed with the SEC, CCC’s third quarter results release of October 29, 2026, CCC’s Form 10-Q for the quarter ended September 30, 2026, CCC’s Form 10-K for 2025, and the plan document for CCC’s ESPP. BFA Wealth Management isn’t affiliated with GTCR, Elliott or CCC Intelligent Solutions. The terms and dates above come from the announcement and filings named here, as of the date the facts were checked. They can change before close, so confirm the treatment of your own awards with HR before you act.

A take private is an investor group buying every share, after which the stock stops trading. CCC’s employee FAQ says that after close CCC stock will no longer be listed or traded on Nasdaq and CCC will cease to be an SEC reporting company. At close, each CCC share you own, including shares bought through the ESPP, becomes $7.75 in cash, which is generally treated as a sale for tax purposes, with long term rates for shares held more than a year, apart from the ESPP rules below. Options with an exercise price below $7.75, and RSUs and PSUs that have vested but not yet been settled in shares by close, are paid in cash too, through payroll. Cash for RSUs and PSUs is taxed as pay, and cash for options is generally taxed as ordinary income. Federal withholding on it can be a flat 22%, with 37% required on supplemental pay above $1 million in a year, and that may be less than you owe. So this deal calls for both Before Your Company Is Sold for Cash for what is paid at close and When Your Company Goes Private for what changes when the stock stops trading.

The plan document for CCC’s ESPP says it is intended to qualify under Section 423 of the tax code. For ESPP shares, the holding periods are more than two years from the start of the offering and more than one year from the purchase date. A cash out at close before both have passed is generally a disqualifying disposition, and the gap between the market price on the purchase date and what you paid is taxed as ordinary income. Even when both periods have passed, part of the gain can be ordinary income. CCC’s 10-K says the six month offering periods begin on January 1 and July 1. On that schedule, shares bought at the end of the offering that began July 1, 2026 cannot pass the two year holding period until after July 1, 2028, later than the agreement’s April 14, 2027 termination date.

If you are still vesting, you end up holding a cash award, not stock. Unvested RSUs become a restricted cash award of $7.75 a share on the same vesting schedule, unvested PSUs the same way at the greater of actual performance through close and target, and each piece is paid by the second regularly scheduled payroll date after it vests and is taxed as pay when it is paid. The 24 months after close come with a protection that starts at close. If you are let go without cause, resign for good reason, or your employment ends because of death or disability within 24 months after close, or you have a good leaver termination at any time after close, the unvested part of your cash award vests in full and is generally paid within 60 days. If you leave before close, Section 2.8(j) does not apply, and your award terms and any severance terms you have decide what you keep.

The cash from your shares counts in the tax year of close, and cash for vested awards in the year it is paid, which can be the next year if close falls late in a year. After close your award no longer moves with a share price. It is a set amount of cash paid as you vest, or in full if the protection applies, so the questions left are about timing, taxes and the job. That is the part worth planning before close.

1. Which of my awards are cashed out at close and which become a restricted cash award on my old vesting schedule, and will HR confirm that for each grant in writing?
2. For my PSUs, what is actual performance through close against target for each grant, which number wins under the greater of test, and what cash award does that make?
3. What does my cash award pay if I am let go without cause, and what happens if I resign or my role or pay changes, before close, inside the 24 months and after?
4. For my options, what will the cash out pay after withholding, am I entitled to cash for earnout shares from the 2021 deal that took CCC public, and is there any reason to exercise before close instead?
5. Will my annual refresh or promotion grant still be made before close, and how will my 2026 bonus and my pay for the year after close be set under the agreement’s one year continuation terms?
6. If I hold ESPP shares, which purchases will have met the plan’s holding periods, more than two years from the start of the offering and more than one year from purchase, by the day close cashes them out?
7. Where do good reason and good leaver termination get their meaning for my award, since the merger agreement points to a disclosure letter that was not filed, and will HR give me those definitions in writing?
8. What will withholding look like on the cash at close and on each cash award payment after, and is a flat 22% federal rate enough for my actual bracket, where withholding on the amount above $1 million must be 37%?
9. Could the golden parachute rules (Section 280G) reach me as an officer, a more than 1% owner or one of the highest paid 1% of employees, and would my deal payments reach three times my base amount, where a 20% excise tax can apply?
10. Should I sell CCC shares I own in an open trading window before close or hold them until close, how does each choice change the tax year, and will $7.75 at close mean a short or long term gain or loss?
11. When is each payment due, five business days after close for vested awards, the second payroll date after each vesting for the cash award, 60 days after a qualifying exit, and does the Section 409A carve out move any of mine?
12. What happens to my awards, the ESPP and the earnout shares if the deal does not close, and what would I do then?

Nobody at your company is paid to answer these for you. HR will tell you the mechanics. Your CPA will handle the return. The person who puts it all on one page, in the order it matters, is usually missing. That is the gap we fill.