Accelerant gets 98% of Q2 segment EBITDA from fee businesses. That helps explain Thoma Bravo’s $4bn bet

Accelerant Holdings (NYSE: ARX) is being acquired by Thoma Bravo in a transaction with an enterprise value above $4 billion, but its latest segment results reveal an important feature of the business that the takeover headline can obscure. Exchange Services and MGA Operations generated a combined $104.3 million of adjusted EBITDA in the second quarter, while the Underwriting segment contributed only $1.9 million. Before corporate costs and consolidation adjustments, the two fee-oriented businesses therefore produced approximately 98.2% of segment adjusted EBITDA.

That profit mix helps explain the strategic logic behind the deal. Thoma Bravo is best known as a technology and software-focused private equity investor, and Accelerant Holdings increasingly resembles a high-margin marketplace and services platform sitting inside the specialty insurance ecosystem rather than a conventional insurer dependent primarily on underwriting profit. Thoma Bravo has agreed to pay $20.25 per share in cash, valuing the company at more than $4 billion, with closing expected in the first half of 2027.

How profitable are Accelerant Holdings’ fee-based businesses?

Exchange Services generated $111.8 million of second-quarter operating revenue and $74 million of adjusted EBITDA. That implies an adjusted EBITDA margin of approximately 66.2%, an unusually high level that reflects the economics of earning fees from risk flowing through the Accelerant Risk Exchange rather than retaining all of the associated insurance exposure.

MGA Operations added another $70.1 million of operating revenue and $30.3 million of adjusted EBITDA, implying a margin of approximately 43.2%. Combined, Exchange Services and MGA Operations generated $181.9 million of operating revenue and $104.3 million of adjusted EBITDA, producing an illustrative fee-business margin of roughly 57.3%.

Underwriting looked very different. The segment generated $133.9 million of operating revenue but only $1.9 million of adjusted EBITDA, equivalent to an adjusted EBITDA margin of approximately 1.4%.

The comparison does not mean underwriting is strategically unimportant. Insurance capacity helps the broader exchange function, and Accelerant Holdings uses its underwriting infrastructure as part of the mechanism connecting specialty underwriters with risk capital. Financially, however, Q2 shows that the overwhelming majority of segment-level adjusted EBITDA is being generated elsewhere.

Is Accelerant Holdings becoming less dependent on underwriting risk?

The business mix is already shifting toward third-party insurance capital. Third-party direct written premium represented 47% of Exchange Written Premium in Q2 2026, up from 27% a year earlier, while Accelerant’s own direct written premium fell from 73% of the mix to 53%.

That is potentially important for the economics Thoma Bravo is acquiring. As more premium is placed with third-party insurers, Accelerant Holdings can expand the amount of business moving through its platform without necessarily increasing retained insurance exposure at the same pace.

Management said fee-based operating revenue increased 56% year over year in Q2 while fee-based adjusted EBITDA increased 91%. Exchange Written Premium itself grew 23% to $1.32 billion, with trailing 12-month premium reaching approximately $4.59 billion.

The result is a business in which premium volume is expanding, third-party participation is increasing and fee-related profitability is growing considerably faster than the underlying premium base.

Does the first half show the same profit concentration?

The pattern is not confined to one quarter. During the first six months of 2026, Exchange Services generated $141.3 million of adjusted EBITDA and MGA Operations produced $47.1 million, giving the two businesses a combined $188.4 million. Underwriting contributed $8.4 million.

Fee-oriented businesses therefore represented approximately 95.7% of the $196.8 million of adjusted EBITDA produced by the three operating segments before corporate costs and consolidation adjustments.

Their combined first-half operating revenue was $336 million, implying an adjusted EBITDA margin of about 56.1%. The economics remain dramatically different from those of the underwriting operation even when the comparison is widened beyond Q2.

That makes the description of Accelerant Holdings as simply a specialty insurance company increasingly incomplete. The company takes insurance risk and owns insurance entities, but the most profitable pieces of the operating model are the exchange and MGA businesses built around connecting underwriters, capital providers and data.

Why could this matter more than the 49% takeover premium?

The original takeover headline is understandably dominated by price. Thoma Bravo’s $20.25 cash offer represented a 49% premium to Accelerant Holdings’ August 12 closing price, while the company’s brief public-market history makes the return to private ownership particularly unusual. Altamont Capital Partners affiliates controlling approximately 82% of voting rights have agreed to support the transaction, while Altamont and Accelerant’s founders intend to retain equity alongside Thoma Bravo.

Yet the operating numbers provide a different explanation for why Thoma Bravo may be willing to commit more than $4 billion. Accelerant Holdings reported $93.1 million of consolidated adjusted EBITDA in Q2 after corporate and consolidation effects, up from $63.6 million a year earlier, while adjusted EBITDA margin increased to 30.6%.

ARX last traded around $19.58 on August 14, leaving a gap of about 3.4% to the $20.25 cash consideration. That spread reflects the time to expected closing and remaining regulatory and transaction risk.

For Thoma Bravo, however, the more important long-term number may be 98%. Almost all of Accelerant Holdings’ Q2 segment adjusted EBITDA came from Exchange Services and MGA Operations rather than underwriting. If the company can keep shifting premium toward third-party capital while expanding those high-margin fee businesses, the acquisition increasingly looks like the purchase of a scalable specialty-insurance marketplace with an underwriting layer attached, rather than a conventional bet on insurance underwriting margins.