SCHEDULE: Accelerant Holdings: Key Investors Hold Significant Stake

Major investors, including Keoni Schwartz and affiliated entities, report substantial beneficial ownership in Accelerant Holdings, controlling a significant portion of voting power.

Summary

• Keoni Schwartz, ACP Accelerant Holdings, L.P., and ACP Insurance Management, LLC (the "Reporting Persons") have filed a Schedule 13G disclosing their beneficial ownership in Accelerant Holdings.
• As of September 30, 2025, ACP Accelerant Holdings, L.P. beneficially owns 85,976,902 Class A common shares, representing approximately 42.9% of the Class A common shares outstanding.
• ACP Insurance Management, LLC and Keoni Schwartz beneficially own 90,916,741 Class A common shares, representing approximately 44.2% of the Class A common shares outstanding.
• The reported beneficial ownership includes Class A common shares underlying Class B common shares, which are convertible on a 1-for-1 basis at the holder's option.
• Class B common shares automatically convert to Class A common shares upon transfer to a non-permitted holder, or on the earlier of (i) Class B holders immediately prior to the IPO holding less than 50% of total Class B, and (ii) July 25, 2028.
• ACP Accelerant Holdings, L.P.'s aggregate voting power represents approximately 72.4% of the Issuer's total voting power.
• ACP Insurance Management, LLC's and Keoni Schwartz's aggregate voting power represents approximately 76.6% of the Issuer's total voting power.
• The voting power disparity is due to Class B common shares being entitled to ten votes per share, while Class A common shares are entitled to one vote per share.
• The percentages are calculated based on 114,578,616 Class A common shares and 107,241,428 Class B common shares outstanding as of September 30, 2025, as reported in the Issuer's Q3 2025 Form 10-Q.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership and does not inherently convey positive or negative sentiment regarding the company's performance or prospects. It highlights a significant concentration of control, which can be viewed positively for stability or negatively for minority shareholder influence.

Positives

• The significant ownership by key investors and management (Keoni Schwartz) indicates strong alignment of interests with the company's long-term success.
• Concentrated ownership can provide stability and a clear strategic direction, potentially reducing vulnerability to short-term market pressures.

Negatives

• The high concentration of voting power (76.6% for ACP Insurance Management, LLC and Mr. Schwartz) could limit the influence of other shareholders on corporate decisions.
• The dual-class share structure, with Class B shares having 10 votes per share, creates a significant disparity in voting rights compared to Class A shareholders.

Risks

• The concentrated voting power held by the Reporting Persons could allow them to control the outcome of matters submitted to shareholders, including the election of directors and approval of significant corporate transactions, potentially to the detriment of other shareholders.
• The dual-class share structure may deter certain investors who prefer equal voting rights, potentially impacting the liquidity and valuation of Class A common shares.
• The automatic conversion of Class B shares to Class A shares under certain conditions, particularly if Class B holders fall below 50% of total Class B shares, could lead to a shift in voting power dynamics in the future.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on beneficial ownership disclosure.

Industry Context

This filing is a standard disclosure of significant beneficial ownership, common in publicly traded companies, particularly those with dual-class share structures. It reflects the ownership concentration by key investors and management, which is a common characteristic in the insurance or financial services industry, where long-term capital and strategic control can be important.

Comparison to Industry Standards

• The dual-class share structure with Class B shares carrying 10 votes per share is a governance model seen in various industries, particularly in technology and media (e.g., Google, Facebook, Berkshire Hathaway), designed to maintain founder or early investor control. This structure is less common but not unheard of in the insurance sector.
• The reported beneficial ownership percentages (42.9% for ACP Accelerant Holdings, L.P. and 44.2% for ACP Insurance Management, LLC/Mr. Schwartz) are substantial, indicating a high degree of control. This level of concentrated ownership is higher than the average for many large-cap public companies but can be typical for companies with a recent IPO or those where founders/private equity maintain significant stakes.

Related Party Transactions

• The filing details the ownership structure where ACP Accelerant Holdings, L.P., ACP Insurance Management, LLC, and Keoni Schwartz are interconnected entities and individuals with significant stakes in Accelerant Holdings. ACP Accelerant Holdings, L.P. is the sole owner of ACP Accelerant Investment Holding Company II, Ltd. ACP Insurance Management, LLC is the general partner of ACP Accelerant Holdings, L.P. and the managing member of ACP Accelerant Co-Invest, LLC. Keoni Schwartz is the sole owner and managing member of ACP Insurance Management, LLC. These relationships indicate a closely held control structure.

Stakeholder Impact

• **Shareholders (especially Class A)**: The high concentration of voting power among the Reporting Persons means that other shareholders, particularly those holding Class A common shares, will have limited influence over corporate governance and strategic decisions. This could affect their ability to impact management or approve significant transactions.
• **Management**: The significant ownership by Keoni Schwartz and affiliated entities suggests a stable control group, which could provide management with a clear mandate and reduce pressure from activist investors.
• **Creditors/Suppliers**: The concentrated ownership structure generally has a neutral direct impact on creditors and suppliers, though a stable ownership base can imply more consistent long-term strategy.

Key Dates

Keywords

Accelerant Holdings, Schedule 13G, Beneficial Ownership, Class A Common Shares, Class B Common Shares, Voting Power, Keoni Schwartz, ACP Accelerant Holdings, ACP Insurance Management, SEC Filing, Corporate Governance, Dual-Class Shares