CCC Intelligent Solutions Holdings Inc. Stock Compensation Disclosure

21. STOCK INCENTIVE PLANS

In July 2021, the Company’s board of directors and stockholders adopted and approved the CCC Intelligent Solutions Holdings Inc. 2021 Incentive Equity Plan (the “2021 Plan”). Prior to the adoption of the 2021 Plan, the Company maintained its 2017 Stock Option Plan (the “2017 Plan”).

The purpose of the 2021 Plan is to enable the Company to attract, retain, and motivate employees, consultants, and independent members of the board of directors of the Company and its subsidiaries by allowing them to become owners of common stock enabling them to benefit directly from the growth, development, and financial successes of the Company.

Awards granted under the 2017 Plan had either time-based vesting or performance-based vesting with a market condition. Options expire on the tenth anniversary of the grant date.

The total number of shares of common stock that will be reserved and that may be issued under the 2021 Plan will automatically increase on the first day of each fiscal year by a number of shares equal to 5.0% of the total number of shares of common stock outstanding on the last day of the prior fiscal year or such lesser amount as determined by the board of directors. For the year ended December 31, 2025, the board of directors elected not to increase the number of shares of common stock reserved under the 2021 Plan. For the year ended December 31, 2024, the board of directors allowed the number of shares of common stock reserved under the 2021 Plan to increase, in accordance with the terms of the 2021 Plan, by 36,187,726 shares.

Restricted Stock Units and Restricted Stock Awards—RSUs are convertible into shares of the Company’s common stock upon vesting. RSAs are issued but include a trading restriction until vested.

The grant date fair value of each RSU with time-based vesting and performance-based vesting is determined using the fair value of the underlying common stock on the date of grant. The grant date fair value of each performance-based RSU with a market condition is estimated on the date of grant using the Monte Carlo simulation model. The grant date fair value of each RSA with time-based vesting is determined using the fair value of the underlying common stock on the date of grant.

Stock-based compensation for RSUs and RSAs with time-based vesting is recognized on a straight-line basis over the requisite service period for the number of RSUs that are probable of vesting. Stock-based compensation for performance-based RSUs or performance-based RSUs with a market condition is recognized on a straight-line basis over the performance period based on the number of RSUs that are probable of vesting.

During 2023, the Company’s Board approved modifications to the performance-based RSUs subject to a market condition. The modifications included: (i) the extension of the performance period by one year, (ii) a change to the performance criteria, (iii) a change to the number of units to be issued depending on performance and (iv) for certain grants, imposing a maximum number of units to be issued depending on performance equal to 100% of the target.

The modification to the performance-based RSUs subject to a market condition resulted in incremental stock-based compensation expense of $67.0 million, which will be recognized ratably over the modified performance periods.

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

During the year ended December 31, 2025, the Company granted 15,817,441 RSUs, including 5,712,249 RSUs as part of the acquisition of EvolutionIQ. Of the RSUs granted during the year ended December 31, 2025, 14,536,924 have time-based vesting requirements and 1,280,517 have performance-based vesting requirements.

During the year ended December 31, 2024, the Company granted 10,538,732 RSUs, of which 8,266,649 have time-based vesting requirements and 2,272,083 have performance-based vesting requirements.

During the year ended December 31, 2023, the Company granted 12,574,115 RSUs, of which 10,946,224 have time-based vesting requirements, 1,627,891 have performance-based vesting requirements.

The Company did not grant any performance-based RSUs with a market condition during the years ending December 31, 2025 and 2024. The valuation of the performance-based RSUs with a market condition modified during the year ended December 31, 2023, was determined using a Monte Carlo Simulation model using the following assumptions:

The Company uses a pre-vesting forfeiture rate to estimate the number of options that are expected to vest that was based on the Company’s historical turnover rate.

Stock Options—The table below summarizes the option activity for the years ended December 31, 2025, 2024 and 2023:

The fair value of the options that vested during the year ended December 31, 2025 was $1.5 million.

During the year ended December 31, 2025, the Company issued 1,496,563 shares of common stock upon exercise of stock options.

During the year ended December 31, 2024, the Company issued 12,427,044 shares of common stock upon exercise of stock options.

During the year ended December 31, 2023, the Company issued 8,923,718 shares of common stock upon exercise of stock options.

Cayman Equity Incentive Plan—During the year ended December 31, 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.

Pursuant to the Cayman Incentive Plans, the number of Cayman Shares that may be subject to stock incentives is not to exceed 3,000,000 in the aggregate.

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.

The Company records stock-based compensation expense on a straight-line basis over the vesting period. Time-based awards generally vest ratably over a four-year period based on continued service. Vesting of the time-based awards can be accelerated in certain circumstances, such as an initial public offering, as defined in the Cayman Incentive Plans.

There were no stock options under the Cayman Incentive Plans granted during the year ended December 31,2025. During the years ended December 31, 2024 and 2023, the Company granted 761,743 and 539,400 stock options under the Cayman Incentive Plans, respectively. The exercise price of the options granted is at least equal to the fair value of the underlying shares at the grant date. As of December 31, 2025 and 2024, 2,355,400 and 2,363,514, respectively, are outstanding, none of which are exercisable.

Awards under the Cayman Incentive Plans are remeasured at fair value each reporting period with the change in fair value recognized as stock-based compensation expense in that period. The fair values of the outstanding awards at December 31, 2025, 2024 and 2023 were based on the Black-Scholes option pricing model using the following assumptions:

Employee Stock Purchase Plan—In October 2021, the Company’s Board adopted the ESPP. The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. Under the ESPP, employee purchases occur at the end of discrete offering periods. The six-month offering periods begin on January 1 and July 1 of each year (or such other date determined by the board of directors).

Under the ESPP, eligible employees can acquire shares of the Company’s common stock by accumulating funds through payroll deductions. Employees generally are eligible to participate in the ESPP if they are a U.S. employee and are employed for at least 20 hours per week. The Company may impose additional restrictions on eligibility. Eligible employees can select a rate of payroll deduction between 1% and 15% of their compensation. The purchase price for shares of common stock purchased under the ESPP is 85% of the lesser of the fair market value of the Company’s common stock on (i) the first day of the applicable offering period or (ii) the last day of the purchase period in the applicable offering period. An employee’s participation automatically ends upon termination of employment for any reason.

As of December 31, 2025 and 2024, 9,804,354 and 10,403,530 shares of common stock, respectively, are reserved for sale under the ESPP. The aggregate number of shares reserved for sale under the ESPP increases on January 1 by the lesser of 1% of the total numbers of shares outstanding or a lesser amount as determined by the Board. For the year ended December 31, 2025, the board of directors elected not to increase the number of shares of common stock reserved under the ESPP. For the year ended December 31, 2024, the board of directors allowed the number of shares of common stock reserved under the ESPP to increase, in accordance with the terms of the ESPP, by 6,031,287 shares.

During the years ending December 31, 2025, 2024 and 2023, 599,176, 608,891 and 641,691 shares were sold under the ESPP, respectively.

Company Earnout Shares—Pursuant to the Business Combination Agreement, CCCIS shareholders and option holders, subject to continued employment, have the right to receive up to an additional 13.5 million shares and 1.5 million shares of common stock, respectively, if, before the tenth anniversary of the Closing, (a) the share price has been greater than or equal to $15.00 per share for any twenty trading days within any thirty consecutive trading day period beginning after Closing, or (b) there is a change in control, as defined in the Business Combination Agreement.

The fair value of the Company Earnout Shares is estimated on the date of the grant, using the Monte Carlo simulation method. Compensation expense on the shares granted to option holders is recognized ratably over the implied service period.

As of December 31, 2025, there was $147.1 million of unrecognized stock compensation expense related to non-vested time-based awards which is expected to be recognized over a weighted-average period of 2.0 years. As of December 31, 2025, there was $13.9 million of unrecognized stock-based compensation expense related to non-vested performance-based awards, which is expected to be recognized over a weighted-average period of 1.7 years.

As of December 31, 2025, there was $23.7 million of unrecognized stock compensation expense related to the restricted common stock subject to re-vesting conditions issued as part of the acquisition of EvolutionIQ in January 2025 (see Note 3 and Note 19). The unrecognized stock compensation expense is expected to be recognized over a weighted-average period of 1.1 years.