Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Accelerant Holdings (Name of Issuer) |
Class A common shares, $0.0000011951862 par value per share (Title of Class of Securities) |
G00894108 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G00894108 |
| 1 | Names of Reporting Persons
ACP Accelerant Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
85,976,902.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
42.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
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| CUSIP No. | G00894108 |
| 1 | Names of Reporting Persons
ACP Insurance Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
90,916,741.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
44.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
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| CUSIP No. | G00894108 |
| 1 | Names of Reporting Persons
Schwartz Keoni Andrew | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
90,916,741.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
44.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: See Item 4
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Accelerant Holdings | |
| (b) | Address of issuer's principal executive offices:
Unit 106, Windward 3, Regatta Office Park, West Bay Road, Grand Cayman, Cayman Islands, KY1-1108 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed by Keoni Schwartz ("Mr. Schwartz"), ACP Accelerant Holdings, L.P., and ACP Insurance Management, LLC. (together, the "Reporting Persons"). The Class A common shares reported as beneficially owned by the Reporting Persons herein consist entirely of Class A common shares underlying Class B common shares that are held directly by ACP Accelerant Holdings, L.P., ACP Accelerant Co-Invest, LLC, and ACP Accelerant Investment Holding Company II, Ltd. Each holder of Class B common shares has the right to convert their Class B common shares into Class A common shares on a 1-for-1 basis at any time and at their option. Additionally, the Class B common shares will automatically convert into Class A common shares, on a 1-for-1 basis, immediately following a transfer to any non-permitted holder of Class B common shares, and all outstanding Class B common shares will automatically convert into Class A common shares, on a 1-for-1 basis, on the earlier of (i) if at any time following the consummation of the Issuer's initial public offering, the holders of the Class B common shares immediately prior to the consummation of the initial public offering hold less than 50% of the total Class B common shares then in issue, and (ii) July 25, 2028, which is the third anniversary of the date on which the Issuer consummated its initial public offering. ACP Accelerant Holdings, L.P. is the sole owner of ACP Accelerant Investment Holding Company II, Ltd. As such, ACP Accelerant Holdings, L.P. may be deemed to beneficially own the Class A common shares underlying the Class B common shares held directly by ACP Accelerant Holdings, L.P. and 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. As such, ACP Insurance Management, LLC may be deemed to beneficially own the Class A common shares underlying the Class B common shares held directly by ACP Accelerant Holdings, L.P., ACP Accelerant Investment Holding Company II, Ltd., and ACP Accelerant Co-Invest, LLC. Mr. Schwartz is the sole owner and managing member of ACP Insurance Management, LLC. As such, Mr. Schwartz may be deemed to beneficially own the Class A common shares underlying the Class B common shares held directly by ACP Accelerant Holdings, L.P., ACP Accelerant Investment Holding Company II, Ltd., and ACP Accelerant Co-Invest, LLC. | |
| (b) | Address or principal business office or, if none, residence:
400 Hamilton Avenue, Suite 230, Palto Alto, CA 94301 | |
| (c) | Citizenship:
Mr. Schwartz is a citizen of the United States. ACP Accelerant Holdings, L.P. is a Cayman Islands limited partnership. ACP Insurance Management, LLC is a Cayman Islands limited liability company. | |
| (d) | Title of class of securities:
Class A common shares, $0.0000011951862 par value per share | |
| (e) | CUSIP No.:
G00894108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of September 30, 2025, ACP Accelerant Holdings, L.P. may be deemed the beneficial owner of 85,976,902 Class A common shares. This amount includes (i) 82,674,639 Class A common shares it has the right to acquire upon conversion of 82,674,639 Class B common shares held directly by ACP Accelerant Holdings, L.P. and (ii) 3,302,263 Class A common shares it has the right to acquire upon conversion of 3,302,263 Class B common shares held directly by ACP Accelerant Investment Holding Company II, Ltd. As of September 30, 2025, ACP Insurance Management, LLC and Mr. Schwartz may be deemed the beneficial owners of 90,916,741 Class A common shares. This amount includes (i) 82,674,639 Class A common shares they have the right to acquire upon conversion of 82,674,639 Class B common shares held directly by ACP Accelerant Holdings, L.P., (ii) 3,302,263 Class A common shares they have the right to acquire upon conversion of 3,302,263 Class B common shares held directly by ACP Accelerant Investment Holding Company II, Ltd., and (iii) 4,939,839 Class A common shares they have the right to acquire upon conversion of 4,939,839 Class B common shares held directly by ACP Accelerant Co-Invest, LLC. | |
| (b) | Percent of class:
As of September 30, 2025, ACP Accelerant Holdings, L.P. may be deemed to beneficially own approximately 42.9% of the Class A common shares outstanding. This percentage is based on (i) 114,578,616 Class A common shares outstanding as of September 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025 (the "Q3 2025 Form 10-Q"), and (ii) an aggregate 85,976,902 Class A common shares it has the right to acquire upon conversion of an aggregate 85,976,902 Class B common shares held directly by ACP Accelerant Holdings, L.P. and ACP Accelerant Investment Holding Company II, Ltd., which Class A common shares have been added to the quantity of Class A common shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As of September 30, 2025, ACP Insurance Management, LLC and Mr. Schwartz may be deemed to beneficially own approximately 44.2% of the Class A common shares outstanding. This percentage is based on (i) 114,578,616 Class A common shares outstanding as of September 30, 2025, as reported in the Q3 2025 Form 10-Q, and (ii) an aggregate 90,916,741 Class A common shares they have the right to acquire upon conversion of an aggregate 90,916,741 Class B common shares held directly by ACP Accelerant Holdings, L.P., ACP Accelerant Investment Holding Company II, Ltd., and ACP Accelerant Co-Invest, LLC, which Class A common shares have been added to the quantity of Class A common shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. The Issuer has two classes of Common Stock: Class A common shares and Class B common shares. Each Class A common share is entitled to one vote per share, and each Class B common share is entitled to ten votes per share. Accordingly, ACP Accelerant Holdings, L.P.'s percentage ownership of the aggregate Class A common shares and Class B common shares outstanding is approximately 38.8%, and its aggregate voting power represents approximately 72.4% of the voting power of the Issuer. ACP Insurance Management, LLC's and Mr. Schwartz's percentage ownership of the aggregate Class A common shares and Class B common shares outstanding is approximately 41.0%, and their aggregate voting power represents approximately 76.6% of the voting power of the Issuer. The aggregate percentage ownership of the Class A common shares and Class B common shares and the aggregate voting power set forth herein are based on 114,578,616 Class A common shares and 107,241,428 Class B common shares, each outstanding as of September 30, 2025, as reported in the Q3 2025 Form 10-Q. %
| |
| (c) |
Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
ACP Accelerant Holdings, L.P.: 0 ACP Insurance Management, LLC: 0 Mr. Schwartz: 0 | ||
| (ii) Shared power to vote or to direct the vote:
ACP Accelerant Holdings, L.P.: 85,976,902 ACP Insurance Management, LLC: 90,916,741 Mr. Schwartz: 90,916,741 | ||
| (iii) Sole power to dispose or to direct the disposition of:
ACP Accelerant Holdings, L.P.: 0 ACP Insurance Management, LLC: 0 Mr. Schwartz: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
ACP Accelerant Holdings, L.P.: 85,976,902 ACP Insurance Management, LLC: 90,916,741 Mr. Schwartz: 90,916,741 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The responses to Items 2 and 4 are incorporated herein by reference. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The response to Item 2(a) is incorporated herein by reference. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1: Joint Filing Agreement, dated November 14, 2025 Exhibit 2: Power of Attorney for ACP Accelerant Holdings, L.P., dated July 22, 2025 Exhibit 3: Power of Attorney for ACP Insurance Management, LLC, dated July 22, 2025 Exhibit 4: Power of Attorney for Keoni Andrew Schwartz, dated September 19, 2025 |