As filed with the Securities and Exchange Commission on June 28, 2024.

No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Solera Corp.

(Exact name of registrant as specified in its charter)

Delaware	7370	99-3659050
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1500 Solana Blvd., Building #6, Suite 6300

Westlake, TX 76262

Telephone: (817) 961-2100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Darko Dejanovic

Chief Executive Officer

1500 Solana Blvd., Building #6, Suite 6300

Westlake, TX 76262

Telephone: (817) 961-2100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Robert M. Hayward, P.C. Robert E. Goedert, P.C. Craig J. Garvey Kirkland & Ellis LLP 333 West Wolf Point Plaza Chicago, IL 60654 (312) 862-2000 Michael Kaplan Marcel R. Fausten Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer and sale is not permitted.

SUBJECT TO COMPLETION, DATED    , 2024

    Shares

Common Stock

This is the initial public offering of shares of common stock of Solera Corp., par value $0.0001 per share. Solera Corp. is offering      shares of its common stock to be sold in the offering.

Prior to this offering, there has been no public market for the common stock of Solera Corp. It is currently estimated that the initial public offering price per share will be between $     and $    . Solera Corp. has applied to list its common stock on the New York Stock Exchange (the “NYSE”) under the symbol “SLRA”.

Solera Corp. will use the net proceeds from this offering (i) to repay $     million of its outstanding indebtedness under the First Lien Term Loan Facility (as defined herein), under which $5.2 billion was outstanding and which had an interest rate of 9.5% as of March 31, 2024, (ii) to repay $     million of outstanding capitalized accrued and unpaid interest under the Second Lien Term Loan Facility (as defined herein), under which $2.7 billion was outstanding and which had an interest rate of 15.4% as of March 31, 2024, (iii) to repay $     million of outstanding indebtedness under the Revolving Credit Facility (as defined herein), under which $356.0 million was outstanding and which had an interest rate of 9.1% as of March 31, 2024, (iv) to repay $     million of the Related Party Note (as defined herein), under which $94.8 million was outstanding and which had an interest rate of 7.4% as of March 31, 2024, (v) for general corporate purposes, and (vi) to pay expenses incurred in connection with this offering and the other Organizational Transactions (as defined herein). To the extent the underwriters exercise the option to purchase additional shares of common stock in full, such proceeds will be used to repay additional outstanding indebtedness.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 27 to read about factors you should consider before investing in shares of our common stock.

Immediately after this offering and after giving effect to this offering and assuming an offering size set forth above, certain affiliates of Vista (as defined herein) will beneficially own approximately     % of the voting power of our common stock (or     % of the voting power of our common stock if the underwriters’ option to purchase additional shares is exercised in full). As a result, we expect to be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management—Controlled Company Status” and “Principal Shareholders.”

PRICE $     A SHARE

	Per Share		Total
Initial public offering price	$		$
Underwriting discounts and commissions(1)	$		$
Proceeds, before expenses, to Solera Corp.	$		$

(1) We have also agreed to reimburse the underwriters for certain FINRA-related expenses in connection with this offering. See “Underwriting” for additional information regarding underwriting compensation.

We have granted the underwriters an option to purchase up to an additional      shares of common stock from us at the initial public offering price less the underwriting discounts and commissions for a period of 30 days after the date of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The underwriters expect to deliver shares of common stock against payment in New York, New York on or about     , 2024 through the book-entry facilities of the Depositary Trust Company.

Goldman Sachs & Co. LLC Morgan Stanley BofA Securities Jefferies

Citigroup RBC Capital Markets

Baird BMO Capital Markets Piper Sandler Rothschild & Co Stifel William Blair

Wolfe | Nomura Alliance KKR Macquarie Capital Needham & Company

Prospectus dated     , 2024.

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SCLERA Mission: Asset intelligence t accelerates busines providing answers inst Mission: Mission: Asset intelligence that accelerates business by providing answers instantly.

Global data intelligence and technology leader in vehicle lifecycle managementWe provide indispensable data intelligence and technology solutions through four lines of businessVehicle claimsInsurance claims management and supporting ecosystem for assessors, repairers and insurersVehicle repairVehicle diagnostic and repair solutions, including parts management and e-commerceVehicle solutionsCustomer acquisition and retention, dealer management, valuation and e-titlingFleet solutionsTotal cost management for fleet assets, driver safety and fleet tracking

$85B+ Total addressable market(1) Data + Ai = Acceleration 1M+ Transactions daily(2) 5+ Petabytes of data(2) ~300K Global customers(2) 13B+ Miles monitored annually(2) 100+ Countries(2) (1) As of December 31, 2021 (2) As of September 30, 2022

Our customer partnerships deliver sustainable resultsTRUSTED PARTNER SUPERIORTECHNOLOGYIMPACTDELIVEREDCOMPREHENSIVESOLUTION "AXA and Solera represent a harmonious, global partnership managed al the C-suite and each operating entity. We work across Europe, Latin America, and Asia. In each market, the Solera solutions and innovations have delivered efficiencies and excellent customer experiences. Solera is a partner in claims today and we see great opportunities in the future."- Chief Claims Officer, AXA"30 years ago, insurance companies and repair shops used paper to create estimates. The first company in the Netherlands to automate the process was Solera. Solera connected all the actors across the automotive supply chain from First Notification of Loss (FNOL) through settlement - connecting everything together across the complex ecosystem." CEO, Schadenet "Whenever we invest in the business, we make sure that our teams are immediately able to see the benefits. We want the teams to know we have their back in case collisions happen With nuclear verdicts and an increase of vehicles on the road, we needed something that helps us see our driver's scores, coach them end quickly see results. Solera really has been a great partner to help our drivers safely do what they do best - drive."-CEO, MC CarriersI am confident that Solera and Youi will continue collaborating on our next gen of innovations with 2 key elements; improve our customer experience and optimize the claim process to deliver material cost savings whilst meeting our compliance and regulatory obligations."-GM, Youi Insurance "With Solera as a partner, we are improving our customer experience and saving money, The roll-out of the Estimatics and BMS solutions through our networks represents no less than 100% of savings per case between direct cost reduction and human time saved." CEO, Schadenet "As one of the largest automotive aftermarket services networks in the world, we need a partner that can match our ambitions with scales and technical expertise. As a loader in its category, Solera has proven to be the perfect partner for our global ambitions. They give us the leverage we need to continue our globaI expansion in Europe, Latin America, Australia and beyond."- CEO, Fix Network World "Autopoint software is a "no brainer" for our dealerships to generate profit but more importantly the customer experience is key. The software provides professional estimates that ear easily accessible by our customers to gather the information. The technicians, parts team and advisors find the process compliments our DMS."- Exe. Dir. Parks Auto Group "Solera is without any doubts one of our long-term trusted strategic partners. We have collaborated for now 6 years in order to standardize the automotive repair ecosystem, to integrate last technologies coming on the market to improve repairer's business and customer satisfaction"- President, GIE Five Star

Table of Contents

	Page
LETTER FROM OUR CEO		1
PROSPECTUS SUMMARY		3
RISK FACTORS		27
FORWARD-LOOKING STATEMENTS		71
USE OF PROCEEDS		74
DIVIDEND POLICY		76
CAPITALIZATION		77
DILUTION		79
UNAUDITED PRO FORMA FINANCIAL INFORMATION		81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS		88
BUSINESS		129
ORGANIZATIONAL STRUCTURE		154
MANAGEMENT		157
EXECUTIVE COMPENSATION		165
DIRECTOR COMPENSATION		184
PRINCIPAL SHAREHOLDERS		185
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		187
DESCRIPTION OF CERTAIN INDEBTEDNESS		190
DESCRIPTION OF CAPITAL STOCK		193
SHARES ELIGIBLE FOR FUTURE SALE		200
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		203
UNDERWRITING		207
LEGAL MATTERS		215
EXPERTS		215
WHERE YOU CAN FIND MORE INFORMATION		215
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission (“SEC”). We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions and under circumstances where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock. Our business, financial condition, results of operations, and prospects may have changed since such date.

For investors outside of the United States of America (“U.S.”), neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the U.S. You are required to inform yourselves about, and to observe any restrictions relating to, this offering and the distribution of this prospectus outside of the U.S.

Through and including     , 2024 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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BASIS OF PRESENTATION

In connection with the consummation of this offering, we will effect certain organizational transactions described under “Organizational Structure—Organizational Transactions,” which we refer to collectively as the “Organizational Transactions.” Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the Organizational Transactions. See “Organizational Structure” for a description of the Organizational Transactions and a diagram depicting our anticipated structure after giving effect to the Organizational Transactions and this offering.

Unless we state otherwise or the context otherwise requires, the terms “we,” “us,” “our,” “our business,” “the Company” and “Solera” and similar references refer to Solera Corp. and its consolidated subsidiaries. The term “Vista” refers to Vista Equity Partners, our principal shareholder.

Solera Corp. was formed on June 20, 2024 as a Delaware corporation to facilitate the Organizational Transactions and has no assets and will have no operations prior to the consummation of this offering other than those incident to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part. Solera Corp. is a holding company and upon consummation of this offering its sole asset will be direct and indirect equity interests in its subsidiaries, including Solera Global Corp. For more information regarding our reorganization and holding company structure, see “Organizational Structure—Organizational Transactions.” Solera Corp. will have no interest in any operations other than those of its consolidated subsidiaries.

Solera Global Corp. is our predecessor holding company, and in connection with this offering and the implementation of the Organizational Transactions, we formed Solera Corp, the issuer of common stock offered hereby, which will serve as the holding company after the consummation of this offering. The Organizational Transactions by which Solera Global Corp. will become a wholly owned subsidiary of Solera Corp. will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Solera Corp. will recognize the assets and liabilities received in connection with the internal transactions at their historical carrying amounts, as reflected in the historical financial statements of Solera Global Corp. Following this offering, Solera Corp. will consolidate Solera Global Corp. in its consolidated financial statements. The consolidated financial statements of Solera Global Corp. are accordingly included elsewhere in this prospectus on the basis that it will be the predecessor to, and following the Organizational Transactions, a wholly owned subsidiary of, Solera Corp.

Solera Global Corp. was formed as a Delaware corporation on August 20, 2021 for the purposes of facilitating the Omnitracs Acquisition (as defined herein) and other transactions and had no assets or operations prior to December 27, 2021. On December 27, 2021, Solera Global Holding Corp. merged into a newly formed, wholly owned subsidiary of Solera Global Corp. As required under U.S. GAAP, the financial statements of Solera Global Corp. reflect the retrospective consolidation of Solera Global Holding Corp. to give effect to the reorganization under common control that occurred effective December 27, 2021.

The financial results of Omnitracs Topco, LLC (“Omnitracs”) are reflected in the consolidated financial statements of Solera Global Corp. from the date of the acquisition of Omnitracs on June 4, 2021 (the “Omnitracs Acquisition”). Solera Global Corp.’s consolidated financial statements and other financial information for our 2022 fiscal year included in this prospectus reflect the financial results of Omnitracs for the portion of the fiscal period following the consummation of the acquisition on June 4, 2021, and Solera Global Corp.’s condensed and consolidated financial statements and other financial information for all subsequent periods included in this prospectus reflect the financial results of Omnitracs for the entire period. Accordingly, the condensed and consolidated financial statements of Solera Global Corp. for the period prior to the Omnitracs Acquisition may not be comparable to those of the period after the Omnitracs Acquisition. The financial results of Ousland Holdings, Inc. (“DealerSocket”) are included in the financial statements for all periods presented herein of Solera Global Corp. on the basis that the two entities were subject to common control by an affiliate of Vista. For more information regarding Omnitracs for the period preceding its acquisition, see “Management’s Discussion and

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Analysis of Financial Condition and Results of Operation—Our Acquisitions” and Note 1 “Organization and Basis of Presentation” in Solera Global Corp.’s consolidated financial statements included elsewhere in this prospectus.

The unaudited pro forma financial data of Solera Corp. presented in this prospectus has been derived from the application of pro forma adjustments to the historical consolidated financial statements of Solera Global Corp. and its consolidated subsidiaries. These pro forma adjustments give effect to the Organizational Transactions as described in “Organizational Structure” and the consummation of this offering and other related transactions, as if all such transactions had occurred on March 31, 2024 for the unaudited pro forma condensed and consolidated balance sheet and April 1, 2023 for the unaudited pro forma condensed and consolidated statement of loss for our 2024 fiscal year. See “Unaudited Pro Forma Financial Information” for a complete description of the adjustments and assumptions underlying the unaudited pro forma financial data included in this prospectus.

Our fiscal year ends March 31. References in this prospectus to a fiscal year relate to our fiscal year ended on March 31 of that calendar year. For example, our “2024 fiscal year” refers to our fiscal year ended on March 31, 2024.

Before the completion of this offering, we will effectuate a    -for-one stock split of our common stock (the “stock split”). Unless otherwise indicated, all share data and per share data in this prospectus have been retroactively adjusted, where applicable, to reflect the stock split as if it had occurred at the beginning of the earliest period presented.

OUR SEGMENTS

We currently have four reportable segments, Vehicle Claims, Vehicle Repair, Vehicle Solutions and Fleet Solutions. For more information on our segments and results by segment, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research.

Certain information in the text of this prospectus is contained in independent industry publications, as well as the following report commissioned by us:

• Frost & Sullivan, “Global TAM Refresh Across Four Key Segments for Project Stingray.” April 5, 2024.

We have not had this information verified by any independent sources or reports commissioned by us. While we are not aware of any misstatements regarding any information presented in this prospectus, forecasts, assumptions, expectations, beliefs, estimates and projections involve risk and uncertainties and are subject to change based on various factors, including those described under the headings “Forward-Looking Statements” and “Risk Factors.”

TRADEMARKS, SERVICE MARKS AND TRADENAMES

This prospectus includes our trademarks, service marks and trade names, such as “Solera” and “Audatex,” which are the property of the Company or its subsidiaries. This prospectus also contains trademarks, service

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marks and trade names of other companies which are the property of their respective owners. We do not intend our use or display of the trademarks, service marks or trade names of other parties to imply a relationship with, or endorsement or sponsorship of or by, these other parties. Other trade names, trademarks and service marks appearing in this prospectus are the property of their respective holders. Solely for convenience, trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, ^SM or ^™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

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LETTER FROM OUR CEO

The Solera Journey

Solera’s transformation of the vehicle lifecycle began over 50 years ago with data-driven software solutions that dramatically improved the collision insurance claims process. From our early days in Germany, we are now a global company with our software solutions utilized by customers in over 120 countries. Our artificial intelligence (“AI”) powered software solutions and data assets are transforming vehicle lifecycle management for insurers, vehicle repairers, manufacturers, auto dealers, and fleet operators. From the assembly line to the salvage yard, Solera’s solutions play a key role for our customers across the vehicle ecosystem, and we are continuing to broaden our impact across the vehicle lifecycle.

We at Solera are revolutionizing the global automobile and commercial transportation industries through cutting edge AI and machine learning (“ML”) technologies. While these industries have continued to grow in size and complexity, their technology remains largely disconnected from other participants in the ecosystem. Our expertise and value proposition are to distill vast amounts of data and develop AI-led SaaS solutions that connect the ecosystem to accelerate value for customers.

We believe no other company in the world has the portfolio or solution sets that our software and data assets provide. For example, we have repair and estimating software solutions that cover more than 99 percent of the global vehicles in operation in developed markets. We track over 25 billion miles per year, and we have access to 1.4 billion vehicles in our global database.

This data is the foundation of our business model that includes four platforms supporting the personal and commercial motor vehicle markets:

1. Vehicle Claims – Serving insurance customers globally, including all of the top 20 global primary property and casualty insurance carriers;

2. Vehicle Repair – Serving over 130,000 repair shops and 330,000 vehicle technicians;

3. Vehicle Solutions – Providing integrated management systems and marketing solutions to over 25,000 dealership locations, including nine of the top ten dealership groups in the U.S.; and

4. Fleet Solutions – Providing a one-stop-shop for safety and performance solutions, serving the fleets of five of the ten largest consumer goods companies.

Solera’s unique combination of data assets and technology expertise, such as data science, ML, and AI, power these platforms. Our teams create business-critical SaaS solutions, including touchless claims processing, vehicle diagnostics, parts servicing, dealership inventory, and commercial fleet management. These software solutions improve our customers’ businesses by simplifying processes, increasing sales, maximizing productivity, reducing costs, and improving the experience for vehicle owners and operators.

The success of these solutions has fueled Solera’s growth and product innovation. We now serve over 280,000 customers on six continents. I am proud that we have earned the loyalty of our top 50 largest customers by revenue, who we have serviced on average for more than 15 years, and that 90 percent of our total revenue for our 2024 fiscal year was recurring.

Best of all, our long-term customer relationships help our data sets grow more useful over time. As we collect and analyze data, we gain deeper insights that help us deliver better solutions and accelerate new product development. It is a continuous cycle that allows us to solve the issues our customers face today while anticipating and proactively addressing the challenges they are likely to face tomorrow.

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Poised for Growth with a Strong Financial Foundation

With differentiated solutions, technologies, and customers, we believe we are ideally positioned for continued expansion in the estimated $164 billion total addressable market.

We also maintain substantial operating leverage, a solid balance sheet, and significant free cash flow. This financial foundation maximizes our flexibility to pursue organic growth opportunities generated by increasing demand for technologies that improve vehicle safety, streamline operations, enable data-driven decisions, enhance customer engagement, and cultivate sustainability. It also allows us to proactively pursue accretive mergers and acquisitions.

The Right Culture and Team

The exceptionally talented and experienced team we have assembled drives Solera’s success. This group of diverse leaders shares my passion for innovation, product leadership, and operational excellence. Together, we have transformed Solera into an enterprise focused on elevating our customers, delivering value, and driving long-term growth.

Solera is built on a culture that is relentless about data-driven solutions, constant innovation, and customer success. Our values say it best: We are passionate, intellectually curious, honest, and are constantly learning and improving ourselves—creating a culture designed to break barriers and provide options for our people to unlock their potential, achieve their best, and exceed our customers’ expectations.

As the personal and commercial motor vehicle industries grow and evolve, we believe Solera will lead the evolution of vehicle lifecycle management. With a large and growing market and a business built on decades of vehicle, fleet, and driver data, Solera is in an excellent position to capitalize on our capabilities to drive exceptional value for our customers, employees, and investors.

We are excited about our future and invite you to join us on this amazing ride.

Darko Dejanovic

Chief Executive Officer

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. For a more complete understanding of us and this offering, you should read and carefully consider the entire prospectus, including the more detailed information set forth under “Risk Factors,” “Unaudited Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes. Some of the statements in this prospectus are forward-looking statements. See “Forward-Looking Statements.” Unless otherwise stated, this prospectus assumes no exercise of the underwriters’ option to purchase additional shares. References in this prospectus summary to the “Company,” “Solera,” “we,” “us” and “our” refer to Solera Corp. and its consolidated subsidiaries.

Our Mission

Revolutionizing the vehicle lifecycle ecosystem through AI-powered data and software.

Overview

We are the leading global provider of SaaS solutions to the vehicle lifecycle ecosystem, providing asset intelligence that accelerates business success for our customers. We have achieved our leadership position through decades of solving mission-critical business challenges facing our over 280,000 customers that operate in more than 120 countries across six continents. We believe we are the premier platform in automotive vertical software. Our AI-powered software, proprietary datasets, and powerful innovation engine deliver intelligent solutions to our clients. We provide solutions through four comprehensive SaaS platforms: Vehicle Claims, Vehicle Repair, Vehicle Solutions, and Fleet Solutions. Our platforms help automate business-critical workflows related to claims processing, vehicle diagnostics and parts management, dealer management, and commercial fleet management.

The automotive industry, dating back over 150 years, is as large and complex as ever. Stakeholders in the ecosystem – including property and casualty (“P&C”) insurers, repair facilities, original equipment manufacturers (“OEMs”), parts suppliers, dealerships, and fleet operators – face meaningful and persistent challenges that increasingly make it difficult to operate efficiently and profitably. These businesses historically relied on multiple disparate point solutions that were internally developed or provided by various vendors. The complexity and inefficiency of managing these systems while conducting day-to-day operations can adversely impact the profitability of our customers and result in a worse end user experience. As vehicles become more complex and digitized, the cost of repairs continues to rise and repair shops continue to be short of qualified technicians. Stakeholders desire simpler, more focused, and integrated end-to-end solutions.

Our central position within the vehicle ecosystem enables us to continuously evolve our software offering to address inefficiencies in the market. We have leveraged our expertise and significant resources to build integrated platform solutions that provide intelligence and support for our customers across the entire vehicle lifecycle. This includes everything from purchase to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, and valuation to resale. Our solutions streamline and digitize mission-critical processes, which we believe can help improve business outcomes, increase sales, and enhance the user experience for our customers’ clients and end users. This differentiation also helps us capture a greater share of economic value and grow our business around the world.

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Customers across the vehicle ecosystem choose Solera to maximize data intelligence and productivity, to enhance end user experience and to realize financial efficiencies. For example, P&C insurers use our software to estimate vehicle damage, repair costs, and salvage value as well as to enable the processing of claims more accurately and efficiently. Dealerships use our platform for e-Titling, fixed operations, and our dealer management solutions to manage inventory, improve end user experience, optimize customer acquisition, and increase sales more efficiently. Repair facilities use our solutions to rapidly diagnose and repair mechanical problems, enabling meaningful improvements in capacity utilization and customer retention, which in turn can help improve profitability. Fleet operators leverage our products to access real-time data to track vehicles, improve driver safety, optimize routes for more efficient delivery and to maintain compliance.

Our AI, proprietary data, and analytics capabilities underpin all that we do for our customers. Our AI-enabled and AI-powered solutions use proprietary and internally developed data and algorithm technology, of which some components are patented or patent pending. Our long operating history, large customer base and comprehensive platforms enable us to generate a vast amount of industry data to feed and refine our innovation engine and create what we believe is a substantial competitive moat for our business. We combine our technology capabilities with our deep understanding of the vehicle ecosystem to develop proprietary integrated platforms. These platforms enable us to deliver end-to-end solutions tailored to address the key challenges faced by P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators. Our comprehensive solution comprises four AI-powered end-to-end platforms – Vehicle Claims, Vehicle Repair, Vehicle Solutions, and Fleet Solutions.

• Vehicle Claims. AI-enabled claims management and processing solutions for automating traditionally manual workflows in P&C insurance claims, including vehicle identification, damage capture, repair estimation, and valuation.

• Vehicle Repair. A suite of digital applications providing OEM technical and diagnostic data, parts information, and experience-based repair solutions, combined with an advanced shop management system.

• Vehicle Solutions. Software and services to manage vehicle dealership operations, including acquiring, retaining and marketing to customers, managing inventory and service operations, and reselling used vehicles and parts.

• Fleet Solutions. A comprehensive suite of video safety and driver monitoring solutions, telematics and IoT solutions, routing and navigation tools, and transportation intelligence for drivers and fleet managers in the U.S.

Our business model is designed to encourage deep integration of our business critical software into our customers’ internal systems and is characterized by highly recurring and visible revenues. For our 2024 fiscal year, 90% of our total revenues were recurring. We believe our business model creates powerful network effects whereby growth in our customer base increases the scale and quality of our data sets, which in turn improves the quality of our innovation and analytics, fueling our ability to address our customers’ needs. Over our five decade history, we have built a data moat that enables us to provide the most effective and broadest set of solutions to our customers. Our business model is explicitly designed to integrate with the full range of customers operating in various points of a vehicle’s lifecycle.

Our strong customer relationships are a key driver of our success. We believe these relationships are a result of our ability to develop innovative solutions that incorporate our deep domain expertise into products that serve mission-critical functions in our customers’ day-to-day operations. We have deep, long standing relationships with leading industry players. As of November 2023, we had over 280,000 customers in more than 120 countries across six continents, including leading P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators. This includes the top 20 global primary property and casualty insurance carriers served by our Vehicle Claims platform, over 130,000 repair shops served by our Vehicle Repair platform, 9 of the top 10 U.S. dealership groups served by our Vehicle Solutions platform, and 5 of the 10 largest consumer goods companies

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served by our Fleet Solutions platform. Our average tenure with our top 50 largest customers by revenue is more than 15 years, with our long-standing partners having been with us for over 20 years.

Our success in building our customer base globally and expanding relationships with our existing customers has allowed us to achieve significant scale and operating profits. In our 2024 fiscal year, we generated revenue of $2.4 billion, operating income of $591.7 million, operating cash flow of $203.9 million, a net loss of $486.3 million, Adjusted EBITDA of $1.0 billion and Free Cash Flow of $93.5 million. In our 2023 fiscal year, we generated revenue of $2.4 billion, operating income of $357.7 million, operating cash flow of $160.3 million, a net loss of $380.6 million, Adjusted EBITDA of $932.2 million and Free Cash Flow of $25.3 million. In our 2022 fiscal year, we generated revenue of $2.2 billion, operating income of $226.9 million, operating cash flow of $208.2 million, a net loss of $277.8 million, Adjusted EBITDA of $951.5 million and Free Cash Flow of $94.7 million. For additional information regarding our segment revenues and non-GAAP financial measures, including a reconciliation of Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Constant Currency items to the most closely comparable GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators and Non-GAAP Measures.”

Industry Background

The vehicle ecosystem is large, complex, and critical to the global economy. According to the Alliance for Automotive Innovation, this industry drives more than $1 trillion into the U.S. economy each year, representing 4.9% of GDP. We define the vehicle ecosystem as stakeholders that touch the vehicle during its lifecycle. This includes various businesses such as OEMs, dealerships, P&C insurers, mechanical repair facilities, parts suppliers, collision repair shops, and fleet operators. These businesses face complicated challenges that make it difficult to operate efficiently. We believe the industry needs more comprehensive solutions to digitize workflows and optimize business outcomes.

Challenges faced by industry players include:

Growing demand for vehicle maintenance due to the increasing age of vehicles in operation, rising frequency of auto accidents and increasing complexity of automobiles. In May 2023, S&P Global reported that the average age of vehicles in operation increased to 12.5 years and estimated that the vehicles in the six-to fourteen-year-old range will grow by 10 million units by 2028. Vehicles older than six years will account for 74% of the vehicles in operation by 2028. Higher interest rates have led to higher financing costs for new vehicles, making it more likely that consumers extend the life of their existing vehicles. Additionally, distracted driving and accidents have resulted in higher levels of property damage, medical costs, collision-related legal expenses and repairs. The growing complexity of vehicles and in-car technology is contributing to an increase in distracted driving incidents. Vehicles are more challenging to build, assess, and repair due to new technologies, such as advanced driver assistance systems and autonomous driving, as well as electrification, alternative fuel technology and high-tech sensors.

Heightened demand for efficiency and safety in the transportation and distribution industries. With the continued rapid growth of e-commerce, fleet managers are under pressure to minimize shipping costs and reduce delivery times, while adhering to the International Fuel Tax Agreement and Federal Motor Carrier Safety Administration (“FMCSA”) regulations, and prioritizing driver safety. Our integrated fleet management and video safety solutions help fleet managers meet these legislative and operational mandates by mitigating risky driving behavior through real-time monitoring, route optimization and compliance-related reporting automation.

Lack of digitization to date across the vehicle ecosystem. Lagging digitization has led to time consuming processes and fragmented solutions. This has created significant demand for a comprehensive set of digital solutions to manage customer journeys more effectively. As consumers increasingly expect seamless experiences, and

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insurers, dealerships, repair shops and fleet operators expect focused management tools, there exists a compelling opportunity for the industry to accelerate digital transformation and connect previously disparate solutions.

Technological changes are expediting the automation of the vehicle ecosystem and creating opportunities for Solera to provide prescient solutions for industry players, such as:

Widespread and rapid adoption of digital tools. The adoption of digital tools has increased significantly across the vehicle ecosystem in recent years. According to J.D. Power, 84% of automotive insurance customers who filed claims have used digital tools at some point during their claims process, and customer satisfaction is highest among companies that use digital tools. Digitalizing insurance claims processing can result in significant cost savings, improved repair cycle time, and increased agility for insurers. The cost of digitized claims processing software and services generally represents a small portion of automobile insurance companies’ claims costs.

Proliferation of mobile devices and advancements in mobile technology. The widespread use of mobile devices, coupled with continuous advancements in mobile technology, has been a critical driver of industry innovation to date. Continual improvement in device capabilities, including higher megapixel cameras and increased computing power, has enabled the fundamental technology and self-service model that we offer to customers today.

Advancements in AI. AI has become more accurate, while advancements in edge and cloud computing capabilities have made AI faster and more scalable. Meanwhile, cameras and other sensor technology have experienced rapid innovation, facilitating higher quality data capture at a lower cost. Today’s AI can quickly interpret and process large quantities of images and sensor data and use that information to automate workflows. For example, claims consumers historically have gone through intensive processes in response to auto accidents, whereas today consumers can automate much of the claims process through their mobile device.

Development of cloud-native applications. The development of cloud-native applications has made software more scalable, empowering businesses that deploy cloud-native applications to dynamically adjust resources in response to demand without incurring substantial fixed costs. Cloud-native applications allow new solutions to be readily deployed, tested, and scaled according to the evolving needs of businesses and consumers, while facing fewer constraints associated with traditional infrastructure.

Given our role at the center of this ecosystem, we believe we are uniquely positioned to take advantage of these trends. Disparate point solutions do not have the scale, breadth and depth of data to build a compelling end-to-end platform to meet customer needs and expectations in our rapidly evolving industry.

Our Global Market Opportunity

We provide end-to-end SaaS solutions to the vehicle ecosystem. Together, our end markets represent a large, underpenetrated total addressable market estimated at $164 billion for 2024 and expected to reach $287 billion in 2028, growing at a compound annual growth rate of 15% from 2023. This reflects the total addressable market of each of our platforms expected in 2024, including Vehicle Claims of $21 billion, Vehicle Repair of $3 billion, Vehicle Solutions of $44 billion, and Fleet Solutions of $96 billion, according to Frost & Sullivan, 2024.

Our Differentiated Approach

Our approach to expanding our market leadership and driving further adoption of our platform is underpinned by the following guiding principles:

• AI-Enabled Solutions. Our technology platform and data are at the core of everything we do. Our solutions use the latest in AI- and cloud-based technologies to improve accuracy of outcomes, increase

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automation, and reduce friction. Using advanced data engineering and robotic process automation, we have built AI-enabled technologies to collect data across hundreds of sources and transform the data into reusable assets. We use these data assets to create cutting edge innovations and solutions and also to develop advanced predictive analytics.

• Automotive Industry Data Leadership. We have accumulated and developed proprietary data over the past five decades creating what we believe is a leading independent market benchmark for vehicle lifecycle and fleet management solutions around the world. Our position at the center of the vehicle ecosystem provides us with a distinct perspective given our data assets. We have unique visibility across the multitude of touchpoints that occur during the lifecycle of a vehicle, which enables us to provide more intelligent insights. Our solutions have created and utilize over five petabytes of vehicle and fleet data. Our data set includes: tens of millions of vehicle identification validations; repair and estimation data covering 96% and 99% of total vehicles in operation in North America and the European Union, respectively; data from over 400 million repair claims; over 50 million monitored routes; and over 25 billion recorded driver miles annually.

• Global Scale. We operate one of the largest and most comprehensive vertical software platforms through our presence in more than 120 countries globally. Our global scale offers many advantages, including optimization of cost across production, delivery and distribution. We serve a variety of customers across sizes with varying price elasticity, as well as geographic markets, including emerging markets, with lower technology penetration.

• End-to-End Solutions. Our comprehensive SaaS platforms consist of leading solutions that are designed to meet the full range of our customers’ needs. Our platforms digitize mission-critical end-to-end workflows, and have the potential to provide enduring competitive advantages and create greater value for our customers. Our platforms are designed to seamlessly integrate with other solutions and parties within the vehicle ecosystem, enabling fluent transaction processes.

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Our Comprehensive SaaS Platforms

The Solera SaaS platforms digitize and streamline mission-critical workflows for customers. We offer four AI-powered end-to-end platforms – Vehicle Claims, Vehicle Repair, Vehicle Solutions and Fleet Solutions. Our solutions are deeply embedded in our customers’ systems, allowing for a seamless workflow experience from start to finish. This includes providing up-to-date information from purchase, to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, valuation, to resale.

Our technology and our data sets underpin all of our platforms. We leverage advanced AI, computer vision, and data science across these platforms to improve the accuracy of outcomes, automate workflows, and enable data-driven decision-making. Our long operating history, large diverse customer base and end-to-end platforms enable us to generate a vast amount of industry data to feed our analytics engine and continually increase the value of our platforms. Select examples of our deep and broad data set include, but are not limited to:

• With 40 years of general data experience collected, our database covers over 99% of total registered vehicles in developed markets, as of November 2023. Since 2000, we have accumulated data on nearly 1.4 billion vehicles globally, positioning us as the go-to provider of comprehensive data for insurance carriers;

• With 25 years of technical repair data experience collected, we have amassed comprehensive technical repair information covering over 130,000 repair shops, and we have processed over 350 million online repair claims globally and over 40 million manufacturer vehicle identification validations annually, positioning us as the trusted source of information for repair shops and parts suppliers;

• With 20 years of vehicle solutions data experience collected, we cover driver violation reporting on over 90 million drivers and we facilitate over 212 million communications between vehicle owners and dealerships annually; and

• With over 10 years of automotive fleet data collected, we monitor over 50 million fleet routes on an annual basis and over 25 billion driver miles with customizable trackers and sensors.

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Our AI-Powered Solutions

Vehicle Claims

Our Vehicle Claims platform provides fully automated, touchless claims management for the entire vehicle claims management process in the P&C insurance marketplace. Additionally, we also offer solutions for efficient processing of property claims. Our software enables our customers to automate claims processing and helps them lower administrative expenses, reduce repair costs, and improve policy holders’ experience.

Key functions of the vehicle claims platform include capturing first notice of loss, leveraging AI to capture accident-related damage, exchanging claims-related information, creating quick and accurate estimates using our proprietary AI-enabled technology, assessing repair requirements, scheduling repairs, automating vehicle parts orders, and enabling settlement and salvage disposition through a secure electronic auction network. We have processed over 1.5 billion images taken through guided image capture to date, with over 1.5 million new images added per week. This auction network conducted over one million transactions in 2023 and is a leading platform in Europe for the resale of damaged and used vehicles.

For property claims, we utilize what we believe is one of the industry’s largest databases of verified repair costs to deliver accurate cost estimates across all types of structural property claims. Our system enables insurance carriers to direct claims to their network of repairers based on agreed prices, conduct invoice audits, and automatically trigger payments, providing enhanced transparency and efficiency in the claims process.

Vehicle Repair

Our Vehicle Repair platform provides solutions for the service, maintenance and repair industry by empowering automotive repair professionals to diagnose and repair vehicles efficiently and profitably by lowering repair cycles and improving quality. The platform contains integrated assets that combine OEM technical and diagnostic data, parts information, master technician provided intelligence, and salvage management capabilities. This includes over 10.5 million annual service inspections, 358 million parts repaired or replaced each year, and 145 million green parts available.

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Repair and Diagnostics

With proprietary data covering real world vehicle issues, we believe that our solutions deliver the most reliable information for experiential-based vehicle service and repair in the world and represent the industry standard. We are also a leading global source of OEM diagnostic and technical data and information for the vehicle service, maintenance and repair industry.

We provide a repair hotline that connects professional automotive technicians across North America live with ASE-certified master mechanics who provide diagnostic services and repair guidance. We supplement hotline data with OEM-authored information and factory manual content, providing a comprehensive solution for vehicle problems of any type.

Vehicle Parts Procurement

Our solutions automate the entire parts procurement process, eliminating redundant or manual tasks for insurers, shops, parts suppliers, and other stakeholders. We provide a web-based solution for sourcing, pricing and purchasing vehicle parts from the optimal source, which covers OEM, second life, aftermarket and surplus parts.

Vehicle Solutions

Our Vehicle Solutions platform digitally enables customer acquisition and retention, vehicle valuation, driver event monitoring and risk management for auto manufacturers, dealerships, commercial fleets, and insurance carriers. These industry-leading solutions address consumer-facing touchpoints and transactions in the vehicle lifecycle. As of November 2023, our Vehicle Solutions platform facilitated approximately 212 million annual vehicle owner communications.

Dealer Marketing and Customer Relationship Management

We offer on-demand omni-channel dealer marketing and customer relationship management solutions enabling dealerships to manage sales and marketing, inventory, payments, and other back-end systems. Our solutions enable highly automated digital marketing across social media, display, and search. Our solutions also streamline dealership workflows, including, customer check-ins, vehicle inspections, mobile text approvals and payments, vehicle registration and titling, and pick-up and delivery.

Dealership Workflow Management Tools

We provide leading dealership management and inventory and lot management systems for dealerships to seamlessly conduct their day-to-day transactions. Our management system includes built-in accounting, sales, parts and service management software. Our inventory management tool enables dealerships to prioritize, price, and conduct market analysis on their inventory. We also offer solutions to help dealers and their customers manage and secure their inventory through our LoJack solution, which allows dealers to more efficiently audit inventory and recover stolen vehicles.

Vehicle Valuation

We provide integrated solutions for asset identification, valuation, and cost of ownership management for dealers. We also offer extensive databases for the identification of new and used vehicles. We deliver accurate valuation of vehicles, which on average take less than two minutes from open to close, based on sales data by country, indexed by manufacturer, model, and derivative. We also provide total cost of ownership analysis by providing a complete understanding of a vehicle’s overall cost based on service, maintenance and repair costs, as well as depreciation data.

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Driver Event Monitoring and Risk Management

Our solutions enable insurance carriers, fleet operators, and governments to identify, quantify, and remediate driving risks. We believe that we provide the most comprehensive violation monitoring coverage in the U.S. As of May 2024, our risk management solutions monitored over 90 million drivers per month, over 2 million fleet drivers per day and over 31 million households per month. Our risk management products also processed over 500 million transactions per month in calendar year 2023.

Digital Identity Creation and Management

Our Digital Identity solutions enable users to create, authenticate, and utilize online digital identities, enabling individuals to conduct communications with businesses and governments in a secure and high-assurance environment. Users can sign contracts, letters and other documents with an electronic signature that is safe and legally binding. Dealerships and repair shop managers rely on our Digidentity solutions to verify identities of their technicians.

Fleet Solutions

Our Fleet Solutions platform provides AI-powered solutions for the trucking industry. It provides users with real-time data analytics, route-optimization, integrated solutions, telematics, compliance, and safety solutions. Our fleet solutions are powered by data, and our platform analyzes 25 billion recorded miles annually.

Telematics (Fleet Management)

Our solution offers detailed data on vehicle health, driver performance, fuel consumption, and end-to-end, real-time location tracking and monitoring. We provide predictive analytics to proactively manage fleet performance which helps minimize downtime and maximize fleet utilization.

Route Optimization

Our solution leverages mathematical algorithms and AI to create optimal vehicle routing. This technology leverages real-time data on traffic, weather conditions, road restrictions, delivery windows, and vehicle capacity to generate the most efficient routes for fleet operators and adjust routes in response to unexpected changes in conditions. These efficiencies can help improve on-time delivery, optimize fleet utilization, and reduce fuel consumption.

Compliance

Our compliance solution enables fleet operators to meet on-going and evolving regulatory requirements. Compliance stipulations require operators to monitor and report on driver hours of service, vehicle maintenance schedules, and to provide related documentation. Our solution also facilitates record-keeping, audits and inspections for operators to meet their compliance needs.

Video-Based Safety

Video-based safety is an AI-driven solution designed to monitor and enhance safety practices for fleet operators. It utilizes edge-computing enabled devices to analyze driver behavior and identify unsafe situations. It can generate alerts triggered by actions such as distracted driving, harsh braking, or unsafe lane departures, providing real-time feedback to drivers and fleet managers. We work with fleet operators to design and implement comprehensive safety programs, leveraging the advanced data and analytics capabilities of our solutions.

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Analytics and Reporting

Our analytics and reporting solution captures and analyzes proprietary data from a variety of point solutions within our fleet platform. This data, combined with our advanced data analytics capabilities, enables our customers to derive insights about their business. Data that is available through this solution includes fleet utilization rates, driver-centric data, fuel consumption, route efficiency data, and overall fleet performance evaluation. In addition to a comprehensive view into customers’ fleet operations, it utilizes predictive analytics to help fleet operators make forward-looking decisions based on trends in historical data.

Our Attractive Business Model

Our software is mission-critical with deep integration into our customers’ internal systems and operating workflows. This results in highly recurring revenues. For our 2024 fiscal year, 90% of our total revenues were recurring. Our business benefits from powerful network effects, allowing our customer relationships and our customer base to grow, along with our data assets. As we collect and synthesize more data from our customers’ transactions, we provide deeper insights and analytics. We believe this, in turn, leads to accelerated product development. We also believe we have one of the most comprehensive suites of solutions to address the vehicle lifecycle, we provide a holistic offering. We believe these network effects enable us to expand our customer base and improve our customer retention.

Our unique go-to-market approach enables us to reach a broad set of customers, ranging from global insurers to small, independent operators. We reach customers through a combination of (i) global accounts teams, who are focused on large global organizations with deep rooted strategic engagement, (ii) local in-country field sales teams, who are focused on country specific enterprise customers, and (iii) inside sales teams, who are focused on independent rooftops and small organizations. These sales teams are supported by integrated and highly collaborative account management specialists that drive retention and cross-selling and sales operations teams who help us achieve an effective performance management system.

Benefits of Our Solutions

We empower our customers to succeed in the digital age by providing them with integrated end-to-end platforms that help improve vehicle safety, streamline operations, enable data-driven decisions, enhance customer engagement, and cultivate sustainability. Our comprehensive SaaS platforms provide the following benefits to our customers:

Optimized Workflows. Given the complexity of the vehicle lifecycle, many of our customers spend significant time managing disparate activities and systems in their day-to-day operations. Our integrated SaaS platforms provide our customers with a seamless workflow experience, significantly streamlining their operations and allowing them to spend more time serving their customers, driving sales, and growing their businesses.

Increased profitability. Our solutions offer significant operational efficiencies for our customers, reducing both processing time and operational costs, which help to drive improved profit margins. For example, based on customer feedback, certain insurers using our Vehicle Claims solutions have experienced a nearly 20% reduction in repair cycle time and approximately 5% reduction in processing costs.

Enhanced customer experience. Embedded in our integrated suite of solutions is a comprehensive customer relationship management platform that manages sales and marketing and promotes proactive customer engagement. As an example, our omni-channel dealer marketing and customer relationship management solution enables dealerships to conduct periodic check-ins and effectively communicate with their customers, which promotes customer satisfaction and can drive higher sales.

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Increased business performance through intelligent and actionable insights. With the help of our platforms, our customers gain access to actionable intelligence and predictive analytics driven by what we believe to be the world’s largest collection of data across the vehicle lifecycle. For example, the Data Analytics solution in our Vehicle Claims platform transforms decades of raw industry data into powerful insights, which our customers can use to deepen relationships with their clients and help drive increased loyalty and higher sales.

Risk Mitigation. Our SaaS platforms enable our customers to operate more safely. Our Vehicle Claims and Vehicle Repair platforms help customers navigate the immediate aftermath of a vehicle collision and the subsequent repair of the involved vehicles. We help actuate safe repairs in line with OEM, regulatory, and industry best practices. Our Fleet Solutions platform helps fleet operators systematically reduce risky driving behavior and prevent collisions.

Why We Win

Solera’s differentiation is rooted in our integrated platforms, deep and global relationships, proprietary vehicle data, and AI leadership, which allow us to win.

Integrated end-to-end platforms: Our comprehensive SaaS platforms digitize and streamline mission-critical workflows for customers. We offer four AI-powered platforms that can be deeply embedded in our customers’ systems, allowing for a seamless workflow experience from start to finish. This includes everything from purchase, to underwriting, insurance claims processing, repair, service and maintenance, fleet operations and management, and valuation, to resale. Our platforms offer tailored solutions at each stage of the vehicle lifecycle, in turn providing our customers with access to a holistic solution for their unique needs. The added ability to integrate our platforms with other solutions and parties within our industry enables fluent transaction processes.

Trusted relationships: Our customers view us as a trusted partner. With deep roots in our industry and trusted brands for over five decades, our thought leadership and continued innovation have earned us the confidence of our global customer base and strategic partners. This is evidenced by our relationships with key stakeholders—the top 20 global primary property and casualty insurance carriers in our Vehicle Claims business, over 130,000 repair shops in our Vehicle Repair business, 9 of the top 10 U.S. dealership groups in our Vehicle Solutions business, and the fleets of 5 of the 10 largest consumer goods companies in our Fleet Solutions business. We believe the strength of our global infrastructure and the compliance that underpin our solutions are core differentiators that drive customer trust.

Global scale and reach. Globally, we are a leading provider of AI-powered claims management and a leading provider of vehicle repair solutions. We serve customers in over 120 countries across six continents. In North America, we are one of the largest providers of automotive dealer management and marketing solutions and one of the largest providers of video safety software solutions for commercial fleet operators. We believe our leadership position enables us to further expand in existing markets and provides significant advantages to launch new products at global scale. As we add new solutions to our comprehensive offering, the incremental costs of tailoring our solution to each new geography is low given our highly scalable technology, significant operating efficiencies, and first-hand knowledge of our customers’ needs at a local market level.

Platform breadth. Our business model is highly diversified by geographic market, by customer type, and by solutions and services offered. We have over 280,000 customers across more than 20 products across North America, Europe, South America, Asia, Australia and Africa as of November 2023. Our customers include P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators, with no single customer representing more than 3% of our total revenue for our 2024 fiscal year. We can serve customers operating across multiple geographies with an integrated solution that enables them to access our platforms for claims,

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repair, valuation, customer engagement, and more. We believe the breadth of our offerings enables us to further penetrate our existing customer base, acquire new customers, capture a greater share of economic value, and grow our business aggressively around the world.

Vast data footprint with deep AI capabilities. We are differentiated by the breadth of our proprietary and continuously growing data sets and our application of AI across our products and services. We have decades of experience transforming industry data across billions of transactions into actionable intelligence. Our proprietary data span customer acquisition and retention; vehicle and property claims; total loss; driver underwriting and monitoring; vehicle validation and valuation; repair estimation; service and maintenance; OEMs, aftermarket and salvage parts; and additional vehicle, driver and fleet related processes and information. Our deep data asset enables us to implement robust AI applications into our solutions. We have invested considerable resources and time to develop our data capabilities and adapt these capabilities for use in local markets around the world, which we believe represent significant barriers to entry to competitors.

Powerful Connectivity of Solutions. We benefit from network effects that compound as we expand our business globally. As our customers recognize the key benefits of our solutions, we believe they will choose to use our platforms for multiple solutions and more frequently collaborate with us as a strategic partner. Our data asset insights continue to improve as our relationships and customer base grow. As we collect and synthesize more data from our customers’ transactions, we provide deeper insights. Through the application of AI, we accelerate new product development. We believe these network effects enable us to identify unique customer pain points across the vehicle lifecycle and accelerate the testing and rollout of new products to market, thereby increasing both the number of customers and our customer retention.

Our Growth Strategies

We intend to further strengthen our position as a leading provider of technology solutions for vehicle management needs globally. We believe our leading position today enables us to continue capturing market share and growth within our core markets. Furthermore, we believe we are well-positioned to capture growth from greenfield opportunities. Key focus areas of our growth strategy include:

Continuously developing innovative solutions. We believe our combination of efficient product development, extensive and ever-growing data assets, and a culture of innovation position us to introduce new solutions and refine existing solutions. We aim to extend our market leadership by continuously bringing new products to market. For example, our AI-enabled flagship solution Qapter enables fully–automated processing of automotive claims and builds on our existing strength within the vehicle claims market. We deployed Qapter to 42 countries in less than 12 months, and it is currently deployed in 53 countries.

Expanding sales within our existing customer base. We have a proven track record of providing greater value to our existing customers, thereby expanding the scope and depth of our relationships. We believe that as our customers look to further digitize their operational workflows, they leverage additional solutions available on our platforms.

We continue to focus on growing revenue by (i) upselling existing products and (ii) introducing new products to existing customers. For example, between 2014 and 2023, we grew revenue from operations in Australia by approximately 8.7 times. During the same period, we expanded our product offerings in Australia from solely claims estimation to parts, vehicle repair and property claims product offerings.

Winning new customers. As a result of our global reach and the breadth and depth of our SaaS offerings, we have expanded our customer base to over 280,000 as of November 2023. We believe there is substantial opportunity to continue to expand our customer base. We plan to continually invest in our sales and marketing to promote brand awareness, introduce new innovations, and leverage the strength of our established platforms to acquire new customers.

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Expanding to new markets. We have a proven ability to expand into new geographic markets and introduce new products into markets where we have an existing footprint. Our global footprint currently extends to over 120 countries and we intend to grow each of our markets, expanding into new geographies and adjacencies with our comprehensive product portfolio. As discussed above, it took us less than 12 months to deploy our innovative AI-enabled flagship Qapter solution in 42 countries, a testament to our ability to efficiently scale new solutions. Our large geographic footprint also allows us to test new solutions in specific markets before launching on a larger scale. We integrated our video-based AutoData Training solution as an add-on to our AutoData product in Australia and New Zealand, where it garnered nearly 99% adoption by existing AutoData customers since September 2022. As a result, we subsequently rolled out this add-on in key European markets, where it achieved 64% adoption within 12 months.

Opportunistically pursuing strategic and synergistic acquisitions. With over 50 completed acquisitions and over $8 billion of capital deployed on acquisitions since 2006, we have a long and successful track record of acquiring businesses to drive expansion and bolster our technology and solution set. Given the fragmented nature of our industry and ongoing need for innovation, we believe that we are the natural acquirer of choice across highly fragmented markets and are well-positioned to execute upon our deep pipeline of potential targets to capture additional growth and market share globally.

Recent Operating Results (Preliminary and Unaudited)

We are in the process of finalizing our results as of and for the three months ended June 30, 2024. We have presented below certain preliminary results representing our estimates for the three months ended June 30, 2024, which are based only on currently available information and do not present all necessary information for an understanding of our financial condition as of June 30, 2024 or our results of operations for the three months ended June 30, 2024. We have provided ranges, rather than specific amounts, for the preliminary estimates for the unaudited financial and other data described below primarily because our financial closing procedures for the three months ended June 30, 2024 are not yet complete and, as a result, our final results upon completion of our closing procedures may vary from the preliminary estimates. This financial information has been prepared by and is the responsibility of our management. Our independent registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. We expect to complete our interim financial statements for the three months ended June 30, 2024 subsequent to the completion of this offering. While we are currently unaware of any items that would require us to make adjustments to the financial information set forth below, it is possible that we or our independent registered public accounting firm may identify such items as we complete our interim financial statements and any resulting changes could be material. Accordingly, undue reliance should not be placed on these preliminary estimates. These preliminary estimates are not necessarily indicative of any future period and should be read together with “Risk Factors”, “Forward-Looking Statements” and our consolidated financial statements and related notes included in this prospectus and the registration statement of which this prospectus forms a part. Adjusted EBITDA is a supplemental measure that is not calculated and presented in accordance with GAAP. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators and Non-GAAP Measures” for a definition of Adjusted EBITDA.

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	Three months ended June 30, 2024						Three months ended June 30, 2023
	Low (estimated)			High (estimated)
	(in thousands, except percentages)
Consolidated Statements of Loss Data (unaudited):
Revenues	$			$			$	608,764
Operating Income								133,328
Non-GAAP Financial Data (unaudited):
Adjusted EBITDA (1)	$			$			$	246,957
Adjusted EBITDA margin			%			%		40.7	%

(1) We define Adjusted EBITDA as net income before interest, income taxes, depreciation and amortization, restructuring and related costs, asset impairment charges, acquisition and related costs, litigation related expenses, other income and expense items (including special non-recurring items), share-based compensation, and management charges. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. However, we cannot reconcile our estimated range of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure for the three months ended June 30, 2024, without unreasonable efforts because we are unable to estimate our income tax (expense) benefit for the period, as we are in the process of evaluating our tax attributes across our U.S. and foreign tax jurisdictions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators and Non-GAAP Measures” for a discussion of Adjusted EBITDA, why we believe this measure is important and certain limitations regarding this measure. For the three months ended June 30, 2023, depreciation and amortization, restructuring charges and other costs associated with exit and disposal activities, asset impairment charges, acquisition and related costs, litigation and related expenses and share-based compensation expense were $100.1 million, $2.3 million, $0.0 million, $(0.9) million, $2.9 million and $9.3 million, respectively. For the three months ended June 30, 2024, depreciation and amortization, restructuring charges and other costs associated with exit and disposal activities, asset impairment charges, acquisition and related costs, litigation and related expenses and share-based compensation expense were $   , $   , $   , $   , $    and $   , respectively.

We expect total revenue of $    (the midpoint of the expected range above) for the three months ended June 30, 2024 compared to the three months ended June 30, 2023, driven by     .

We expect operating income of $    (the midpoint of the expected range above) for the three months ended June 30, 2024 compared to income from operations of $133.3 million for the three months ended June 30, 2023, driven by     .

We expect Adjusted EBITDA Margin of    % (the midpoint of the expected range above) and Adjusted EBITDA of $    million (the midpoint of the expected range above) for the three months ended June 30, 2024 compared to Adjusted EBITDA Margin of 40.7% and Adjusted EBITDA of $247.0 million for the three months ended June 30, 2023, driven by    .

Our Principal Shareholder

We have a valuable relationship with our principal shareholder, Vista, a leading technology investor. In connection with this offering, we will enter into a director nomination agreement (the “Director Nomination Agreement”) with Vista that provides Vista the right to designate nominees to our board of directors (our “Board”), subject to certain conditions.

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The Director Nomination Agreement will provide Vista the right to designate (i) all of the nominees for election to our Board for so long as Vista beneficially owns, in the aggregate, 40% or more of the total number of shares of our common stock beneficially owned by Vista upon completion of this offering, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in our capitalization (the “Original Amount”); (ii) a number of directors (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Vista beneficially owns at least 30% and less than 40% of the Original Amount; (iii) a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Vista beneficially owns at least 20% and less than 30% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Vista beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one director for so long as Vista beneficially owns at least 5% and less than 10% of the Original Amount, which could result in representation on our Board that is disproportionate to Vista’s beneficial ownership. Vista’s nominees must comply with applicable law and stock exchange rules. See “Certain Relationships and Related Party Transactions—Director Nomination Agreement” for more details with respect to the Director Nomination Agreement.

Vista is a leading global investment firm with approximately $100 billion in assets under management as of December 31, 2023. The firm exclusively invests in enterprise software, data and technology-enabled organizations across private equity, permanent capital, credit and public equity strategies, bringing an approach that prioritizes creating enduring market value for the benefit of its global ecosystem of investors, companies, clients and employees. Vista’s investments are anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions and proven, flexible management techniques that drive sustainable growth. Vista believes the transformative power of technology is the key to an even better future—a healthier planet, a smarter economy, a diverse and inclusive community and a broader path to prosperity.

General Corporate Information

Solera Corp. was formed on June 20, 2024 as a Delaware corporation to facilitate the Organizational Transactions and has no assets and will have no operations prior to the consummation of this offering other than those incident to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part. Solera Global Corp. was formed as a Delaware corporation on August 20, 2021 for the purposes of facilitating the Omnitracs Acquisition and other transactions and had no assets or operations prior to December 27, 2021. Solera Corp. is a holding company and upon consummation of this offering its sole asset will be direct and indirect equity interests in its subsidiaries, including Solera Global Corp.

Solera Holdings, Inc., our predecessor ultimate parent entity, went public in 2007 and was subsequently taken private by funds affiliated with Vista in 2016.

Our principal executive offices are located at 1500 Solana Blvd., Building #6, Suite 6300, Westlake, Texas 76262. Our telephone number is (817) 961-2100. Our website address is https://www.solera.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our common stock. We are a holding company and all of our business operations are conducted through, and substantially all of our assets are held by, our subsidiaries.

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Ownership and Organizational Structure

Solera Corp. is a Delaware corporation formed to serve as a holding company and all of our business operations are conducted through, and substantially all of our assets are held by, our subsidiaries, including Solera Global Corp.

In connection with the Organizational Transactions:

• We will amend and restate the certificate of incorporation of Solera Corp. to reflect the terms described under “Description of Capital Stock;”

• Through a series of internal reorganization transactions, (i) the outstanding units of Omnitracs held by holders other than us will be contributed to us in exchange for      shares of our common stock and (ii) the outstanding equity interests held by all equityholders of Solera Global Corp. will be contributed to us in exchange for      shares of our common stock; and

• Our second lien term loan credit facility (the “Second Lien Term Loan Facility”) will be extinguished on account of a non-cash equity contribution by our legacy equityholders (the “Equity Contribution”) immediately prior to the consummation of this offering and a cash payment with respect to the capitalized accrued and unpaid interest thereunder using a portion of the proceeds of this offering. No new equity of Solera Corp. will be issued on account of the Equity Contribution. The Equity Contribution will result in an increase to our additional paid-in capital. For more information, see the section entitled “Unaudited Pro Forma Financial Information.”

In connection with the Equity Contribution, all of the equity of Solera Global Corp. outstanding immediately prior to the consummation of this offering (after giving effect to the other Organizational Transactions) will be transferred to two newly-formed special purpose vehicles (the “SPVs”) formed for the benefit of Vista and our other existing equityholders and KSISH (as defined herein), as indicated in the structure chart below, and then pledged by the applicable SPV as collateral in support of a loan to such SPV (the “SPV Loans”). The SPV Loans will effectively finance the Equity Contribution substantially concurrently with the consummation of this offering. The lenders under each SPV Loan will not have any “margin call” rights or other ability to sell the pledged shares on account of a decline in our share price. Additionally, interest on the SPV Loans is payable-in-kind at the option of each SPV, and therefore is expected to accrue with no required cash interest payments during the term of the SPV Loans. To the extent an SPV Loan is not repaid or refinanced prior to its maturity in approximately 3.5 years, a mandatory prepayment event under such SPV Loan occurs or an event of default under such SPV Loan otherwise occurs, the principal and the accrued and unpaid interest would become due and payable at that time, which could result in the sale of the pledged shares. All of the shares of common stock of the Company other than those sold in connection with this offering are held through the two SPVs. Each SPV is subject to the 180-day lock-up period. After the completion of the lock-up period and prior to the maturity date, the SPVs are permitted to sell pledged shares from time to time, subject to satisfying certain coverage ratios and other conditions under the applicable SPV Loan. Notwithstanding the pledge of all of the shares of common stock beneficially owned by the SPVs, unless and until an event of default occurs under the SPV Loans, the SPVs will retain all economic and voting rights in respect of such pledged shares.

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The diagram below depicts our expected organizational structure immediately following completion of the Organizational Transactions and this offering. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us, or owning a beneficial interest in us.

(1) Upon completion of this offering, Vista will control approximately    % (or approximately     % if the underwriters exercise their option to purchase additional shares of common stock in full) of the voting power in Solera Corp. See “Principal Shareholders” for additional information about Vista.

The diagram above assumes no exercise of the underwriters’ option to purchase additional shares of common stock. If the underwriters exercise their option to purchase additional shares of common stock in full, (i) the holders of common stock other than Vista will have     % of the voting power in Solera Corp. and (ii) Vista will have     % of the voting power of Solera Corp.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors.” The following is a summary of the principal risks we face.

• Current uncertainty in global macroeconomic, including the impact of the current inflationary and interest rate environments, and geopolitical conditions makes it particularly difficult to predict product demand, utilization and other related matters and makes it more likely that our actual results could differ materially from expectations.

• Our industry is highly competitive, and our failure to compete effectively could result in a loss of customers and market share, which could harm our revenues and operating results.

• Our future growth depends on our ability to successfully implement our organic growth strategy, a major part of which consists of developing new products and entering into new markets.

• The time and expense associated with switching from our competitors’ software and services to ours may limit our growth.

• Our operating results may be subject to volatility as a result of exposure to interest rate variability and foreign currency exchange risks.

• Our operating results may vary widely from period to period due to the cyclical nature of sales, seasonal fluctuations, and changes in the supply of, or price for, raw materials, parts and components used in our products and other factors.

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• Our business model is predicated, in part, on maintaining and growing a customer base that will continue to generate a recurring stream of revenue through the sale of software subscriptions and highly re-occurring transactional-based products and services. If the number of such subscriptions or the volume of such transactions is not maintained or diminishes, or if our business model changes as the industry evolves, our operating results may be adversely affected.

• We are currently making, and anticipate making additional, strategic decisions and investments to leverage and expand our product and service offerings, including offerings in addition to the automotive sector.

• We have a large amount of goodwill and other intangible assets as a result of acquisitions. Our earnings will be harmed if we suffer an impairment of our goodwill or other intangible assets.

• We require a significant amount of cash to service our indebtedness, which reduces the cash available to finance our organic growth, make strategic acquisitions and enter into alliances and joint ventures; the agreements governing our indebtedness contain restrictive covenants that limit our ability to engage in certain activities.

• Our industry is subject to rapid technological changes, and if we fail to keep pace with these changes or our present or future product offerings are diminished or made obsolete in the marketplace, our market share and revenues will decline.

• Our software, services and solutions rely on information generated by third parties and communication services vendors and any interruption of our access to such information or disruption of service from such communication services vendors could materially harm our operating results.

• Third parties may claim that we or our licensors are infringing, misappropriating or otherwise violating their intellectual property or proprietary rights, and we could be prevented from selling our software or suffer significant litigation expenses even if these claims have no merit.

• We may be unable to obtain, maintain, enforce, defend and otherwise protect our intellectual property or other proprietary rights, which would harm our business, financial condition and results of operations.

• Some of our products utilize software and technology licensed by third parties. If we fail to comply with our obligations under license or technology agreements with such third parties, we may be required to pay damages and we could lose license rights that are critical to our business, the loss of which could negatively affect our business.

• We are subject to risks associated with our international business activities.

• Changes in or violations by us or our customers of applicable government regulations could reduce demand for or limit our ability to provide our software, services and solutions in those jurisdictions.

• Regulatory developments could negatively impact our business.

• Privacy laws, regulations and standards may interfere with our business, subject our company to large fines or require us to change our products and services, which may reduce the value of our offerings to our customers, damage our reputation and deter current and potential users from using our products and services.

• We are subject to periodic changes in the amount of our income tax provision (benefit) and these changes could adversely affect our operating results; we may not be able to utilize all of our tax benefits before they expire.

• We are subject to taxation in multiple jurisdictions. Any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material and adverse effect on our business, financial condition or results of operations.

• Currently, affiliates of Vista Equity Partners indirectly control us and their interests may conflict with our interests.

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The Offering

Issuer	Solera Corp.
Common stock offered by us	shares (or    shares if the underwriters’ option is exercised in full).
Underwriters’ option to purchase additional shares of common stock	We have granted the underwriters an option to purchase up to    shares of common stock from us within 30 days of the date of this prospectus.
Common stock to be outstanding immediately after this offering	shares of common stock (or    shares of common stock if the underwriters’ option is exercised in full).
Voting	Each share of our common stock entitles its holder to one vote on all matters to be voted on by shareholders generally.
Use of proceeds	We estimate, based upon an assumed initial public offering price of $    per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), we will receive net proceeds from this offering of approximately $    million (or $    million if the underwriters exercise their option to purchase additional shares of common stock in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds (i) to repay $    million of our outstanding indebtedness under our first lien term loan credit facility (the “First Lien Term Loan Facility”), under which $5.2 billion was outstanding and which had an interest rate of 9.5% as of March 31, 2024, (ii) to repay $    million of outstanding capitalized accrued and unpaid interest under the Second Lien Term Loan Facility, under which $2.7 billion was outstanding and which had an interest rate of 15.4% as of March 31, 2024, (iii) to repay $    million of outstanding indebtedness under our five-year senior secured first lien super priority revolving credit facility (the “Revolving Credit Facility” and the loans thereunder, the “Revolving Loans”), under which $356.0 million was outstanding and which had an interest rate of 9.1% as of March 31, 2024, (iv) to repay $   of the Related Party Note (as defined herein), under which $94.8 million was outstanding and which had an interest rate of 7.4% as of

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	March 31, 2024, (v) for general corporate purposes, and (vi) to pay expenses incurred in connection with this offering and the other Organizational Transactions. To the extent the underwriters exercise the option to purchase additional shares of common stock in full, such proceeds will be used to repay additional outstanding indebtedness.
	An affiliate of Goldman Sachs & Co. LLC acts as administrative agent and lender under the Revolving Credit Facility and the First Lien Term Loan Facility, and affiliates of each of Morgan Stanley & Co. LLC and Jefferies LLC are also lenders thereunder. In addition, affiliates of certain of the other underwriters are lenders under the Revolving Credit Facility, the First Lien Term Loan Facility and/or the Second Lien Term Loan Facility. As a result, such affiliates will receive a portion of the net proceeds of this offering used to repay outstanding loans under such facilities. See “Underwriting.” See “Use of Proceeds” and “Organizational Structure.”
Controlled company	After this offering, assuming an offering size as set forth on the cover page of this prospectus, Vista will control approximately    % of the voting power (or    % of our common stock if the underwriters’ option to purchase additional shares of common stock is exercised in full) in us. As a result, we expect to be a controlled company within the meaning of the corporate governance standards of the NYSE. See “Management—Controlled Company Status.”
Dividend policy	We currently intend to retain any future earnings for investment in our business and do not expect to pay any dividends on our common stock in the foreseeable future. The declaration and payment of all future dividends, if any, will be at the discretion of our Board and will depend upon our financial condition, earnings, contractual conditions or applicable laws and other factors that our Board may deem relevant.
Registration Rights Agreement	We intend to enter into a registration rights agreement (the “Registration Rights Agreement”) with certain of our shareholders, including Vista, in connection with this offering. The Registration Rights Agreement will provide such holders and certain of their affiliates registration rights whereby, following our initial public offering and the expiration of any related lock-up period, such holders can require us to register under the Securities Act of 1933, as amended (the “Securities Act”), shares of common stock. The Registration Rights Agreement will also provide for piggyback registration rights for certain of our shareholders and certain of their affiliates. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

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Risk factors	Investing in our common stock involves a high degree of risk. See “Risk Factors” elsewhere in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.
Proposed NYSE trading symbol	“SLRA”

Unless otherwise indicated, all information in this prospectus:

• assumes the effectiveness of the Organizational Transactions;

• gives effect to the    -for-one stock split of our shares of common stock;

• assumes an initial public offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover of this prospectus;

• assumes that the underwriters’ option to purchase additional shares of common stock is not exercised;

• excludes      , subject to vesting, issued to certain of our executive officers and certain other employees, with a weighted average participation threshold of $    per unit. See “Executive Compensation—2024 Omnibus Incentive Plan” for a discussion of the participation thresholds;

• excludes     shares of common stock reserved for issuance under our 2024 Employee Stock Purchase Plan (the “ESPP”), which will be adopted in connection with this offering; and

• excludes      shares of common stock reserved for issuance under the Solera Corp. 2024 Omnibus Incentive Plan, including:      that we will issue to certain employees in connection with the completion of this offering and (ii)      that we will issue to certain of our independent directors upon completion of this offering and that vest on the first anniversary of the grant date.

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Summary Historical and Pro Forma Financial and Other Data

The following tables present, as of the dates and for the periods indicated, (1) the summary historical financial and other data for Solera Global Corp. and its consolidated subsidiaries and (2) the summary unaudited pro forma financial data for Solera Corp. and its consolidated subsidiaries. See “Basis of Presentation” for more information. Solera Corp. was formed on June 20, 2024 as a Delaware corporation to facilitate the Organizational Transactions and has no assets and will have no operations prior to the consummation of this offering other than those incident to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part. Solera Global Corp. was incorporated as a Delaware corporation in August 2021. Prior to December 27, 2021, Solera Global Corp. had not conducted any business transactions or activities. Solera Corp. is a holding company and upon consummation of this offering its sole asset will be direct and indirect equity interests in its subsidiaries, including Solera Global Corp. Solera Global Corp. is the predecessor to, and following the Organizational Transactions, a wholly owned subsidiary of, Solera Corp. Solera Corp. will be the reporting entity upon completion of this offering. The summary consolidated statements of loss data for the 2024, 2023 and 2022 fiscal years and the summary condensed and consolidated balance sheet data as of March 31, 2024 and 2023 presented below have been derived from the audited consolidated financial statements and notes of Solera Global Corp. and its subsidiaries included elsewhere in this prospectus.

The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. The information set forth below should be read together with “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

The summary unaudited pro forma financial data for our 2024 fiscal year gives effect to the Organizational Transactions as described in “Organizational Structure” and the consummation of this offering, the use of the net proceeds therefrom and related transactions, as described in “Use of Proceeds” and “Unaudited Pro Forma Financial Data.” The summary unaudited pro forma financial data as of and for the fiscal year ended March 31, 2024 gives effect to the Organizational Transactions as described in “Organizational Structure” and the consummation of this offering, the use of the net proceeds therefrom and related transactions, as described in “Use of Proceeds” and “Unaudited Pro Forma Financial Data.” Adjustments are presented as if all such transactions had occurred on March 31, 2024 for the unaudited pro forma condensed and consolidated balance sheet and April 1, 2023 for the unaudited pro forma condensed and consolidated statement of loss for our 2024 fiscal year. The unaudited pro forma financial data include various estimates that are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma financial data. The presentation of the unaudited pro forma financial information is prepared in conformity with Article 11 of Regulation S-X.

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	Solera Global Corp. Historical									Solera Corp. Pro Forma
	Year ended March 31,									Year ended March 31,
(in thousands)	2024			2023			2022			2024
Consolidated Statements of Loss Data:
Revenues	$	2,444,150		$	2,360,387		$	2,205,076		$
Operating Expenses:
Cost of revenues, excluding depreciation and amortization		967,934			959,293			846,612
Selling, general and administrative, excluding depreciation and amortization		465,099			516,930			609,770
Acquisition and related costs		11,809			70,230			88,987
Depreciation and amortization		398,812			437,824			400,828
Asset impairment charges		3,698			11,713			15,855
Restructuring charges and other costs associated with exit and disposal activities		5,117			6,688			16,088
Total operating expenses		1,852,469			2,002,678			1,978,140
Operating income		591,681			357,709			226,936
Other expense (income), net		7,300			(2,378	)		(20,283	)
Interest expense, net		938,473			690,828			465,032
Net loss before income taxes		(354,092	)		(330,741	)		(217,813	)
Income tax provision		132,177			49,821			59,979
Net loss		(486,269	)		(380,562	)		(277,792	)
Net income (loss) attributable to noncontrolling interests		(14,697	)		(6,029	)		1,937
Net loss attributable to Solera Global Corp. and Solera Corp., as applicable	$	(471,572	)	$	(374,533	)	$	(279,729	)	$

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	As of March 31, 2024
(in thousands)	Solera Global Corp. Historical			Adjustments		Solera Corp. Pro Forma
Consolidated Balance Sheet Data (at period end):
ASSETS
Current assets:
Cash and cash equivalents	$	163,472		$		$
Accounts receivable, net		413,499
Other receivables, net		27,315
Prepaid assets		86,421
Other current assets		204,416
Total current assets		895,123
Property and equipment, net		108,870
Goodwill		6,608,067
Intangible assets, net		1,489,877
Other noncurrent receivables, net		15,256
Other noncurrent assets		209,842
Deferred income tax assets		68,814
Total assets	$	9,395,849		$		$
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	216,294		$		$
Accrued expenses and other current liabilities		470,699
Deferred revenue		254,592
Income taxes payable		44,515
Current portion of long-term debt		53,555
Current operating lease liabilities		14,282
Total current liabilities		1,053,937
Long-term debt, net		8,088,603
Operating lease liabilities, net of current portion		36,576
Related party note		94,848
Other noncurrent liabilities		326,652
Deferred income tax liabilities		155,441
Total liabilities	$	9,756,057		$		$
Commitments and contingencies
Redeemable noncontrolling interest		142,857
Stockholders’ equity (deficit):
Common stock, par value $0.0001 per share		—
Additional paid-in capital		3,061,332
Accumulated deficit		(3,540,308	)
Accumulated other comprehensive loss		(243,165	)
Total Solera Global Corp. and Solera Corp., as applicable, stockholders’ equity (deficit)		(722,141	)
Noncontrolling interests		219,076
Total stockholders’ deficit		(503,065	)
Total liabilities, mezzanine equity and stockholders’ equity (deficit)	$	9,395,849		$		$

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks, together with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus, before making a decision to invest in our common stock. Any of the following risks could have an adverse effect on our business, financial condition, operating results, or prospects and could cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. Our business, financial condition, operating results, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included elsewhere in this prospectus. Unless otherwise stated or the context otherwise requires, references in this section to “we”, “us”, “Solera” or “the Company” refer to Solera Corp. on a consolidated basis.

Risks Related to Our Business and Strategy

Current uncertainty in global macroeconomic, including the impact of the current inflationary and interest rate environments, and geopolitical conditions makes it particularly difficult to predict product demand, utilization and other related matters and makes it more likely that our actual results could differ materially from expectations.

Our operations and performance depend on worldwide economic conditions, which have experienced significant fluctuations in many countries where our products and services are sold, and may remain volatile for the foreseeable future. These conditions make it difficult for our customers and potential customers to accurately forecast and plan future business activities, and could cause our customers and potential customers to slow, reduce or refrain from spending on our products. In addition, external factors that affect our business have been and may continue to be impacted by global macroeconomic and geopolitical conditions. Examples include:

• Supply Chain Disruptions & Semiconductor Chip Shortage: We have previously experienced severe disruptions to the supply chain with respect to components and finished goods, including new vehicle deliveries. These issues first arose during the COVID-19 pandemic and other geopolitical events and may reoccur in the future.

The prior global semiconductor chip shortage impacted our ability to source components for the assembly of hardware used in our fleet businesses, which resulted in increased component costs and longer lead times to supply such hardware to our customers.

• Number of Insurance Claims Made: The number of insurance claims made can be influenced by factors such as unemployment levels, the number of miles driven, vehicle technological safety advancements, rising gasoline prices, the number of uninsured drivers, rising insurance premiums and the insured opting for lower coverage or higher deductible levels, among other things. Fewer claims made can reduce the transaction-based fees that we generate.

• Transportation and Logistics Sector: We serve many of the leading transportation and logistics providers in North America. Transportation and logistics sector performance is highly correlated to overall consumer and industrial economic activity. As a result, changes in the macroeconomic environment can drive material fluctuations in supply and demand in the industry impacting freight tonnage, pricing, profitability, capacity and overall investment in the transportation sector. There is currently a shortage of commercial fleet drivers, resulting in fewer commercial fleet vehicles on the road. Through our fleet businesses, as a provider of technology solutions to this industry, we have exposure to these fluctuations, which can impact our revenue and profitability. This impact is particularly felt in our smaller size fleet customers.

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• Increase in Vehicle Financing Costs: The recent increase in the cost of vehicle financing has lowered demand for vehicles and reduced the monthly payment capacity that consumers have for add-ons at the finance and insurance desk, such as LoJack. This could have a negative effect on our dealership and fleet businesses and adversely affect our business, financial condition and results of operation.

• Automobile Usage-Number of Miles Driven: Several factors can influence miles driven, including gasoline prices and economic conditions. Fewer miles driven can result in fewer automobile accidents, which can reduce the transaction-based fees that we generate. Many of our markets around the world continue to experience or have recently experienced volatility, as well as reduced number of miles driven on account of increased gasoline prices and continuing virtual work-from-home environment.

• Russian Actions in Ukraine: On February 24, 2022, the Russian Federation commenced a military invasion of Ukraine. Russian actions with respect to Ukraine have resulted in certain sanctions and export controls being imposed on Russia, Russian-occupied regions of Ukraine, and certain Russian and other ex-U.S. persons by the U.S., the European Union and its member states, the United Kingdom and other jurisdictions, as well as counter-sanctions imposed by Russia targeting non-Russian persons operating in Russia. The conflict between Russia and Ukraine, including related economic sanctions, has led to disruption, instability and volatility in global markets, including foreign exchange rates, and industries that could negatively impact our business. Our commercial operations in Russia and Ukraine are neither financially nor operationally material to the Company; however, we cannot predict the impact of Russian actions in Ukraine and any heightened military conflict or geopolitical instability that may follow, including additional sanctions or counter-sanctions, heightened inflation and cyber disruptions or attacks. Any such disruptions or resulting sanctions have adversely affected our business, and may continue to adversely affect our business.

• Israel-Hamas War: Geopolitical tensions and ongoing conflicts in the Middle East, particularly between Israel and Hamas, may lead to global economic instability that could materially affect our business. It is not possible to predict the broader consequences of the Israel-Hamas war, including related geopolitical tensions, and the measures and actions taken by other countries in respect thereof, potentially including related economic sanctions, which could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. While it is difficult to predict the impact of any of the foregoing, the Israel-Hamas war may increase our costs, disrupt our supply chain, reduce our sales and earnings, impair our ability to raise additional capital when needed on acceptable terms, if at all, or otherwise adversely affect our business, financial condition and results of operations.

• Inflation and Interest Rates: Inflation impacts all of our operating expenses. Our profitability depends in part on our ability to anticipate and react to changes in operating costs, including real estate leasing costs and labor. During 2022 and 2023, we experienced accelerating labor and supply price inflation. To the extent we experience increasing operating costs or increase compensation or benefits to our team members, our operating costs will increase. Some of the primary factors that have caused and could continue to cause our operating costs to increase include wage inflation. We have focused on adjusting our pricing strategy, streamlining staffing and other operational procedures in response to inflationary pressures. However, if such increases continue to occur or exceed our estimates and if we are unable to increase the prices of our product offerings or achieve cost savings to offset the increases, including as a result of wage or price inflation, then our results of operations will be harmed. Even if we increase prices in response to cost increases, such price increases may not be sustainable and could lead to declines in market share as competitors may not increase their prices or consumers may decide not to pay the higher prices. Additionally, the existence of inflation in the economy has resulted in and may continue to result in higher interest rates and capital costs, including as a result of impact on our borrowings at variable interest rates under our first lien credit agreement (the “First Lien Credit Agreement”) and our second lien credit agreement (the “Second Lien Credit Agreement” and, together with the First Lien Credit Agreement, the “Credit Facilities”). As of March 31, 2024, $8.4 billion of our indebtedness is variable rate indebtedness.

Accordingly, we cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide or in particular economic markets. These and other economic factors could have a

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material adverse effect on demand for or utilization of our products and on our business, results of operations, cash flows or financial condition.

Our industry is highly competitive, and our failure to compete effectively could result in a loss of customers and market share, which could harm our revenues and operating results.

The markets we participate in are highly competitive. Our overall competitive position depends on a number of factors including the price, quality and performance of our products, the effectiveness of our distribution channel and direct sales force, the level of customer service, the development of new technology and our ability to participate in emerging markets. Within each of our markets, we encounter direct competition, and competition may intensify from various U.S. and non-U.S. competitors and new market entrants. Such competition has in the past resulted, and in the future may result, in price reductions, reduced margins, loss of key customers or loss of market share, any of which could decrease our revenue and growth rates or impair our financial condition and results of operations. We believe that our ability to compete successfully in the future against existing and additional competitors will depend largely on our ability to execute our strategy to provide products with significantly differentiated features compared to currently available products. We may not be able to implement this strategy successfully, and our products may not be competitive with other technologies or products that may be developed by our competitors, many of whom have significantly greater financial, technical, manufacturing, marketing, sales and other resources than we do.

In the U.S., our principal insurance claims competitors are CCC Intelligent Solutions Holdings Inc. and Mitchell International. In Europe, our principal competitors are Autovista Limited (formerly known as EurotaxGlass’s Group), Deutsche Automobil Treuhand GmbH (known as DAT) and GT Motive S.L. The principal competitors of our fleet businesses are Trimble, Inc., Verizon Connect Fleet USA LLC, Samsara, Inc., Motive Technologies, Inc. (formerly Keep Truckin, Inc.), Geotab, Inc., Lytx, Inc., and Platform Science, Inc. The principal competitors of our dealership businesses are The Reynolds & Reynolds Company, CDK Global Inc. and Cox Automotive, Inc. The principal competitors to our service, maintenance and repair solutions are ALLDATA LLC and Mitchell 1 International and LexisNexis and Verisk Analytics, Inc. are our principal competitors in the U.S. to our Explore automobile reunderwriting solution. We also encounter regional or country-specific competition in the markets for automobile insurance claims processing software and services and our other products and services. If one or more of our competitors develop solutions, software or services that are superior to ours or are more effective in marketing their software or services our ability to compete effectively could be significantly impacted, which would have a material adverse effect on our business, results of operation and financial condition.

Some of our current or future competitors may have or develop closer customer relationships, develop stronger brands, have greater access to capital, lower cost structures and/or more attractive system design and operational capabilities than we have. Additionally, OEMs or dealership groups may also make investments in our competitors or engage in strategic alliances with our competitors. Consolidation within our industry could result in the formation of competitors with substantially greater financial, management or marketing resources than we have, and such competitors could utilize their substantially greater resources and economies of scale in a manner that affects our ability to compete in the relevant market or markets. As a result of consolidation, our competitors may be able to adapt more quickly to new technologies and customer needs, devote greater resources to promoting or selling their products and services, initiate and withstand substantial price competition, expand into new markets, hire away our key employees, change or limit access to key information and systems, take advantage of acquisition or other strategic opportunities more readily and develop and expand their product and service offerings (including those products and services that may compete with our risk and asset management platform) more quickly than we can. In addition, our competitors may form strategic or exclusive relationships with each other and with other companies in attempts to compete more successfully against us. These relationships may increase our competitors’ ability, relative to ours, to address customer needs with their software and service offerings, which may enable them to rapidly increase their market share.

Moreover, many insurance companies have historically entered into agreements with automobile insurance claims processing service providers like us and our competitors whereby the insurance company agrees to use

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that provider on an exclusive or preferred basis for particular products and services and agrees to require collision repair facilities, independent assessors and other vendors to use that provider. If our competitors are more successful than we are at negotiating these exclusive or preferential arrangements, we may have difficulty increasing market share or lose market share even in markets where we retain other competitive advantages.

In addition, our insurance company and transportation and logistics customers have varying degrees of in-house development capabilities, and one or more of them have expanded and may seek to further expand their capabilities in the areas in which we operate. Many of our customers are larger and have greater financial and other resources than we do and could commit significant resources to product development. Our solutions, software and services have been, and may in the future be, replicated by our insurance company customers in-house, which could result in our loss of those customers and their associated repair facilities, independent assessors and other vendors, resulting in decreased revenues and net income. Additionally, our customers could also make strategic investments in our competitors, such as the equity interest in GT Motive S.L. purchased by an affiliate of the Allianz Group.

Large corporations, in particular, may be able to utilize their distribution networks and existing relationships to offer fleet management solutions, in addition to solutions in other verticals already being provided to customers. We expect additional competition as our market grows and rapidly changes. We expect competition to increase as other established and emerging companies enter the markets in which we compete, as customer requirements evolve and as new products and services and technologies are introduced. Certain of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing, distribution, professional services or other resources and greater name recognition than we do. In addition, certain of our current and potential competitors have strong relationships with current and potential customers and extensive knowledge of industries with physical operations. As a result, our current and potential competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, or customer requirements or devote greater resources than we can to the development, promotion and sale of their products and services. Moreover, certain of these companies are bundling their products and services into larger deals or subscription renewals, often at significant discounts as part of a larger sale. In addition, some current and potential competitors may offer products or services that address one or a limited number of functions at lower prices or with greater depth than our solution. Our current and potential competitors may develop and market new technologies with comparable functionality to our solution. As a result, we may experience reduced gross margins, longer sales cycles, less favorable payment terms and loss of market share. We may not be able to compete successfully against current and future competitors, and our business, financial condition and results of operations will be harmed if we fail to meet these competitive pressures.

The competitive landscape for dealership solutions providers can be heavily influenced or increased by the actions of OEMs and large dealerships. As an example, OEMs and dealership groups may take affirmative actions to consolidate their vendors or require all vendors to provide services through a third party vendor management service. If our products or services are not selected or approved in such consolidation or by such vendor management activities, the number of individual locations we serve for such OEM or dealership groups could materially decrease.

Our future growth depends on our ability to successfully implement our organic growth strategy, a major part of which consists of developing new products and entering into new markets.

A major part of our organic growth strategy consists of developing new products and services, as well as entering into new markets with such new or existing products and services. Such organic growth entails significant risks, including, but not limited to, shortages of skilled labor, unforeseen technological problems, and unanticipated cost increases. Such risks, in addition to potential difficulties in complying with applicable regulations, could lead to significant cost increases and substantial delays in deploying our organic growth strategy. Also, our new products and services, as well as our existing products and services in new markets, may not be accepted or utilized by customers as rapidly as contemplated in our organic growth strategy and targets, or at all. Accordingly, there can be no assurance that we will be able to achieve our growth targets by successfully implementing this strategy.

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The time and expense associated with switching from our competitors’ software and services to ours may limit our growth.

The costs for our customers to switch from our competitors’ software and services to ours can be significant and the process can take 12 to 18 months, or longer, to complete. As a result, potential customers may decide that it is not worth the time and expense to begin using our solutions, software and services, even if we offer competitive and economic advantages. If we are unable to convince these customers to switch to our solutions, software and services, our ability to increase market share will be limited and could harm our revenues and operating results.

Our operating results may be subject to volatility as a result of exposure to interest rate variability and foreign currency exchange risks.

We derive a significant portion of our revenues, and incur a significant portion of our costs, in currencies other than the U.S. dollar, mainly the Euro. In our financial statements, we translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period. These translations resulted in a net foreign currency translation (loss) gain comprehensive income adjustment, net of income tax, of $37.8 million, $(78.1) million and $(163.9) million for the 2024, 2023 and 2022 fiscal years, respectively, which are recorded as a component of accumulated other comprehensive loss in the consolidated statement of stockholders’ equity (deficit). Ongoing global economic conditions, including trade disputes, sovereign debt levels, Russian actions in Ukraine, the Israel-Hamas war, the relationship between China and Taiwan and other geopolitical events, have impacted currency exchange rates.

Exchange rates between most of the major foreign currencies we use to transact our business and the U.S. dollar have fluctuated significantly over the last few years, and we expect that they will continue to fluctuate. A significant portion of our revenues and costs are denominated in Euros, Pound Sterling, Swiss francs, Canadian dollars and other foreign currencies. For more information relating to our foreign exchange rates, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

During our 2024 fiscal year, as compared to our 2023 fiscal year, the U.S. dollar weakened versus the Euro by 4.1% and weakened versus the Pound Sterling by 4.2%, respectively, which on a net basis increased revenues and expenses for our 2024 fiscal year. However, the U.S. dollar could strengthen relative to other currencies in the future, which could negatively impact our results of operations. A hypothetical 5% increase or decrease in the U.S. dollar versus other currencies in which we transact our business would have resulted in a decrease or increase, as the case may be, to our revenues of $48.8 million during our 2024 fiscal year. The economies of countries in Europe have been experiencing weakness associated with high sovereign debt levels, weakness in the banking sector, uncertainty over the future of the Eurozone and volatility in the value of the Pound Sterling and the Euro.

In the normal course of business, we are exposed to variability in foreign currency exchange rates. We use derivatives to mitigate risks associated with this variability. Further fluctuations in exchange rates against the U.S. dollar could decrease our revenues and associated profits and, therefore, harm our future operating results. For more information relating to our derivative financial instruments, see Note 12, “Derivative Financial Instruments,” of our accompanying consolidated financial statements appearing elsewhere in this prospectus.

Our operating results may vary widely from period to period due to the cyclical nature of sales, seasonal fluctuations, and changes in the supply of, or price for, raw materials, parts and components used in our products and other factors.

Our contracts with customers generally require time-consuming authorization procedures by the customer, which can result in additional delays between when we incur development costs and when we begin generating revenues from those software or service offerings. In addition, we incur significant operating expenses while we are researching and designing new software and related services, and we typically do not receive corresponding payments in those same periods. As a result, the number of new software and service offerings that we are able to

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implement, successfully or otherwise, can cause significant variations in our cash flow from operations, and we may experience a decrease in our net income as we incur the expenses necessary to develop and design new software and services. Accordingly, our quarterly and annual revenues and operating results may fluctuate significantly from period to period.

Our business is subject to seasonal and other fluctuations. In particular, we have historically experienced higher revenues during the third quarter and fourth quarter as compared to the first quarter and second quarter during each fiscal year. This seasonality is caused primarily by more days of inclement weather during the third quarter and fourth quarter in most of our markets, which contributes to a greater number of vehicle accidents and damage during these periods. In addition, our business is subject to fluctuations caused by other factors, including the occurrence of extraordinary weather events and the timing of certain public holidays.

We anticipate that our revenues will continue to be subject to seasonality and therefore our financial results will vary from period to period. However, actual results from operations may or may not follow these normal seasonal patterns in a given year leading to performance that is not in alignment with expectations.

We sell a variety of hardware solutions that are required to enable our Omnitracs software services. Our hardware sourcing, assembly and other operations employ a wide variety of components, raw materials and other commodities. Prices for and availability of these devices, components, raw materials and other commodities have fluctuated significantly in the past. Any sustained interruption in the supply of these items could adversely affect our business. Specifically, as a result of the prior global semiconductor chip shortages and the subsequent production disruptions globally, we have experienced adverse impacts on our Omnitracs hardware as well as our Spireon / LoJack hardware.

If we cannot adjust our manufacturing capacity or the inventory purchases required to reflect changes in market conditions and customer demand, our profitability may suffer. In addition, our reliance upon sole or limited sources of supply for certain devices, materials, components and services could cause production interruptions, delays and inefficiencies. We purchase materials, components and equipment from third parties for use in our manufacturing operations. Our income could be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations, including those caused by seasonality or cyclicality. During a market upturn, suppliers may extend lead times, limit supplies or increase prices. If we cannot purchase sufficient products at competitive prices and quality and on a timely enough basis to meet increasing demand, we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase and/or we may breach our contractual commitments and incur liabilities. Conversely, in order to secure supplies for the production of products, we sometimes enter into non-cancelable purchase commitments with vendors, which could impact our ability to adjust our inventory to reflect declining market demands. If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges and our profitability may suffer.

We also may experience variations in our earnings due to other factors beyond our control, such as:

• the introduction of new software or services by our competitors;

• customer acceptance of new software or services;

• the volume of usage of our offerings by existing customers;

• variations of vehicle accident rates due to factors such as changes in fuel prices, number of miles driven or new vehicle purchases and their impact on vehicle usage;

• the volume of new and used vehicles sold;

• competitive conditions, or changes in competitive conditions, in our industry generally;

• prolonged system failures during which time customers cannot submit or process transactions; or

• prolonged interruptions in our access to third-party data incorporated in our software and services.

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We may also incur significant or unanticipated expenses when contracts expire, are terminated or are not renewed. Any of these events could harm our business, financial condition and results of operations.

Our business model is predicated, in part, on maintaining and growing a customer base that will continue to generate a recurring stream of revenue through the sale of software subscriptions and highly re-occurring transactional based-products and services. If the number of such subscriptions or the volume of such transactions is not maintained or diminishes, or if our business model changes as the industry evolves, our operating results may be adversely affected.

Our business model is dependent, in part, on our ability to maintain and grow our recurring stream of revenues from the sale of software subscriptions and our highly re-occurring transaction-based products and services. Existing and future customers may not purchase software subscriptions or other highly re-occurring transaction-based products and services at the same rate at which customers currently purchase those subscriptions and other transaction-based products and services. If our existing and future customers purchase lower volumes of our software subscriptions and other transaction-based products and services, or if the volume of transactions driving demand for our highly re-occurring transaction-based products and services diminishes, our recurring revenue from software subscriptions and/or highly re-occurring transaction-based products and services relative to our total revenues would be reduced and our operating results would be adversely affected.

We are currently making, and anticipate making additional, strategic decisions and investments to leverage and expand our product and service offerings, including offerings in addition to the automotive sector.

We have invested, and expect to continue to invest, significant management attention and financial resources to develop, integrate and implement new business strategies, products, services, features, applications and functionality. Such endeavors may involve significant risks and uncertainties, including distraction of management from current core operations, insufficient revenues to offset liabilities assumed and expenses associated with these new investments, inadequate return of capital on our investments, and unanticipated issues or problems that arise during our implementation of such strategies and offerings. Because these new endeavors are inherently risky, our business strategies and product and service offerings may not be successful and may adversely affect our business, financial condition and results of operations.

Some of our strategies and offerings may be outside the insurance claims industry (such as our dealership and fleet businesses), may be outside of the automotive sector (such as our digital identity business, our property related business and our payment processing solutions), or may be consumer-based. We have limited historical experience directly serving consumers or customers outside of the automotive sector and our products and services may not be accepted or widely utilized by such consumers or customers. These offerings may also subject us to new or additional laws and regulations (including those relating to consumer protection and federal, state and local consumer lending activities) and may lead to increased legal and regulatory compliance, risk and liability.

We have a large amount of goodwill and other intangible assets as a result of acquisitions. Our earnings will be harmed if we suffer an impairment of our goodwill or other intangible assets.

We have a large amount of goodwill and other intangible assets and are required to perform an annual, or in certain situations a more frequent, assessment for possible impairment for accounting purposes. At March 31, 2024, we had goodwill and other intangible assets of $8.1 billion, or approximately 86.2% of our total assets. If we do not achieve our planned operating results or other factors impair these assets, we may be required to incur additional impairment charges. Any impairment charges in the future will adversely affect our results of operations.

We recorded impairments of certain definite-lived intangible assets of $0.9 million and $4.8 million for our 2024 and 2023 fiscal years, respectively. As part of the annual goodwill and indefinite-lived intangible asset impairment assessments for our 2024 fiscal year, management concluded that the fair value of all its reporting

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units with goodwill exceeded their respective carrying values and the fair value of indefinite-lived intangible assets exceeded their respective carrying values. See Note 2, “Summary of Significant Accounting Policies,” and Note 4, “Intangible Assets and Goodwill,” to the accompanying consolidated financial statements for additional information regarding our goodwill and indefinite-lived intangible asset impairments.

We use and may continue to use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We have incorporated, and may continue to incorporate AI solutions into our platform, offerings, services, and features, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, or if the use of AI results in, or is alleged to have resulted in, the infringement of the intellectual property of third parties, our business, financial condition, and results of operations may be adversely affected. The use of AI applications may result in cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations.

Additionally, if any of our employees, contractors, vendors or service providers use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure of our confidential information, including inadvertent disclosure of our confidential information into publicly available third-party training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business. Our ability to mitigate risks associated with disclosure of our confidential information, including in connection with AI-powered solutions, will depend on our implementation, maintenance, monitoring and enforcement of appropriate technical and administrative safeguards, policies and procedures governing the use of AI in our business.

New laws and regulations, or the interpretation of existing laws and regulations, in any of the jurisdictions we operate in may affect the use of our AI-powered solutions and expose us to government enforcement or civil suits. For example, in Europe, on December 8, 2023, the Council of the E.U., European Parliament and European Commission reached provisional agreement on a revised draft of the AI Act, and on March 13, 2024, the European Parliament passed a draft of the AI Act, which will enter into force 20 days after its publication in the Official Journal of the European Union. The AI Act establishes a risk-based governance framework for regulating high-risk AI systems operating in the E.U. market. This framework would categorize AI systems based on the risks associated with such AI systems’ intended purposes as creating “unacceptable” or “high” risks. While the AI Act will not begin to become effective until six months after the AI Act’s entry into force, there is a risk that our current or future AI-powered solutions or software may be categorized as “high” risk, obligating us to comply with the applicable requirements of the AI Act, which may impose additional costs on us, increase our risk of liability or adversely affect our business. For example, “high” risk AI systems are required, amongst other things, to implement and maintain certain risk and quality management systems, conduct certain conformity and risk assessments, use appropriate data governance and management practices, including in development and training, and meet certain standards related to testing, technical robustness, transparency, human oversight and cybersecurity. Even if our AI systems are not categorized as “high” risk we may be subject to additional transparency and other obligations for AI system providers. The AI Act sets forth certain penalties, including fines of up to the greater of EUR 35 million or 7% of worldwide annual turnover (as defined in the AI Act) for the prior year for violations related to offering prohibited AI systems or data governance, fines of up to the greater of EUR 15 million or 3% of worldwide annual turnover for the prior year for violations related to the requirements for “high” risk AI systems, and fines of up to the greater of EUR 7.5 million or 1% of worldwide annual turnover for the prior year for violations related to supplying incorrect, incomplete or misleading

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information to the E.U. and member state authorities. Once effective, this regulatory framework is expected to have a material impact on the way AI is regulated in the EU, and together with developing guidance and/or decisions in this area, may affect our use of AI and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us, and could adversely affect our business, financial condition and results of operations. As the legal and regulatory framework encompassing AI matures, it may result in increases in our operational and development expenses that impact our ability to earn revenue from or utilize any AI-powered solutions.

In addition, any material created by us using any generative AI tools may not be subject to intellectual property protection which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such material. In the U.S., a number of civil lawsuits have been initiated related to the foregoing and other concerns, the outcome of any one of which may, amongst other things, require us to limit the ways in which we use AI in our business and may affect our ability to develop our AI-powered solutions and services. While AI-related lawsuits to date have generally focused on the AI service providers themselves, our use of any output produced by any generative AI tools may expose us to claims, increasing our risk of liability. For example, the output produced by generative AI tools may include information subject to certain rights of publicity or privacy laws or constitute an unauthorized derivative work of the copyrighted material used in training the underlying AI model, any of which could also create a risk of liability for us, or adversely affect our business or operations. In addition, the use of AI has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of users of AI-powered solutions and services. To the extent that we do not have sufficient rights to use the data or other material used in or produced by the generative AI tools used in our business, or if we experience cybersecurity incidents in connection with our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, publicity, contractual or other rights. Further, our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively.

As the utilization of AI becomes more prevalent, we anticipate that it will continue to present emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test, and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

We may engage in acquisitions, joint ventures, dispositions or similar transactions that could disrupt our operations, cause us to incur substantial expenses, result in dilution to our stockholders and harm our business or results of operations.

Our growth is dependent upon market growth and our ability to enhance our existing products and introduce new products on a timely basis. We have addressed and will continue to address the need to introduce new products both through internal development and through acquisitions of other companies and technologies that would complement or extend our business or enhance our technological capability. We have historically been a highly acquisitive company.

For example, in June 2021, we acquired Omnitracs and DealerSocket, and in March 2022, we acquired Spireon. In connection with these acquisitions and potential acquisitions, we have expanded our solution offerings, integrating new leadership teams, and integrating additional systems and businesses into our existing platforms. While the majority of the expected benefits and synergies of these transactions are being realized, we may not efficiently or, on our scheduled timelines, complete and fully integrate the acquisitions, and we may not recognize the remaining expected benefits and synergies of these transactions.

We have in the past augmented the growth of our business with a number of acquisitions, investments and strategic relationships, including Spireon, Omnitracs and DealerSocket, and we anticipate that we will continue to acquire appropriate businesses, solutions and services in the future, including through the formation of strategic relationships. This strategy depends on our ability to identify, negotiate and finance suitable acquisitions. If we are unable to acquire suitable acquisition candidates, our growth plans may be diminished or frustrated.

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Our ability to realize the anticipated benefits of our acquisitions will depend, to a varying extent, on our ability to continue to expand the acquired business’ products and services and integrate them with our products and services. Our management will be required to devote significant attention and resources to these efforts, including the ongoing integration of Spireon, DealerSocket and Omnitracs, which may disrupt our core business, the acquired businesses or both and, if executed ineffectively, could preclude realization of the full benefits we expect. Failure to realize the anticipated benefits of our acquisitions could cause an interruption of, or a loss of momentum in, the operations of the acquired businesses. In addition, the efforts required to realize the benefits of our acquisitions may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships and the diversion of management’s attention. These acquisitions, investments and strategic relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could adversely affect our business and our financial statements:

• any business, technology, service or product that we acquire or invest in could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable, or we could fail to operate any such business profitably;

• adverse effects on existing customer or supplier relationships, such as cancellation of orders or the loss of key customers or suppliers;

• difficulties in integrating or retaining key employees and customers of any acquired company;

• difficulties in integrating the operations of any acquired company, such as information technology resources, and financial and operational data;

• failure to achieve anticipated cost savings or other synergies;

• entering geographic or product and services markets in which we have no or limited prior experience;

• difficulties in assimilating product lines or integrating technologies of any acquired company into our products;

• disruptions to our operations;

• diversion of our management’s attention and increased demands on our financial and internal control systems that we are unable to effectively address;

• potential incompatibility of business cultures which may exacerbate employee retention difficulties;

• potential dilution to existing stockholders if we issue shares of common stock or other securities as consideration in an acquisition or if we issue any such securities to finance acquisitions;

• prohibitions against completing acquisitions as a result of regulatory restrictions or disruptions in connection with regulatory investigations of completed acquisitions;

• limitations on the use of net operating losses or tax benefits;

• our financial results could differ from our or our investors’ expectations in any given period or over the long-term, and pre-closing and post-closing earnings charges could adversely impact operating results in any given period;

• potential for unpredictable financial results due to post-closing financial arrangements, such as purchase-price adjustments, earn-out obligations and indemnification obligations;

• negative market perception, which could negatively affect the price of our notes or senior debt;

• the incurrence of significant debt, which could result in increased borrowing costs and interest expense and diminish our future access to the capital markets;

• the assumption of debt and other liabilities, both known and unknown, including internal control deficiencies or exposure to regulatory sanctions; and

• additional expenses associated with the amortization of intangible assets or impairment charges related to purchased intangibles and goodwill, or write-offs, if any, recorded as a result of the acquisition.

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Many of these factors will be outside of our control, and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy.

Our merger and acquisition activities are subject to antitrust and competition laws, which laws could impact our ability to pursue strategic transactions. If we were found to violate antitrust and competition laws, we would be subject to various remedies, including divestiture of the acquired businesses.

We participate in joint ventures in some countries and may participate in future joint ventures. Our partners in these ventures may have interests and goals that are inconsistent with or different from ours, which could result in the joint venture taking actions that negatively impact our growth in the local market and consequently harm our business or financial condition. If we are unable to find suitable partners or if suitable partners are unwilling to enter into joint ventures with us, our growth into new geographic markets may slow, which would harm our results of operations.

Additionally, we may finance future acquisitions, and/or additional joint ventures with cash from operations, additional indebtedness and/or the issuance of additional securities, any of which may impair the operation of our business or present additional risks, such as reduced liquidity, or increased interest expense. We may also seek to restructure our business in the future by disposing of certain of our assets, which may harm our future operating results, divert significant managerial attention from our operations and/or require us to accept non-cash consideration, the market value of which may fluctuate.

Failure to implement our acquisition strategy, including successfully integrating acquired businesses, could have an adverse effect on our business, financial condition and results of operations.

We may incur significant restructuring charges in future periods, which would harm our operating results and cash position or increase debt.

We incurred restructuring charges and other costs associated with exit and disposal activities of $5.1 million, $6.7 million and $16.1 million during our 2024, 2023 and 2022 fiscal years, respectively. These charges consist primarily of relocation and termination benefits paid or to be paid to employees, lease obligations associated with vacated facilities and other costs incurred related to our restructuring initiatives.

We regularly evaluate our existing operations and capacity, and we expect to incur additional restructuring charges as a result of future personnel reductions, related restructuring, and productivity and technology enhancements, which could exceed the levels of our historical charges. In addition, we may incur certain unforeseen costs as existing or future restructuring activities are implemented, which may include global resourcing strategies involving the migration of certain employees or employment positions to other regions. These restructuring activities and our regular ongoing cost reduction activities (including in connection with the integration of acquired businesses) could reduce our available talent, assets and other resources and could slow improvements in our products, services and solutions, adversely affect our ability to respond to customers and limit our ability to increase production quickly if demand for our products increases. In addition, delays in implementing planned restructuring activities or other productivity improvements, unexpected costs or failure to meet targeted improvements may diminish the operational or financial benefits we realize from such actions. Any of these potential charges could harm our operating results and significantly reduce our cash position.

Our actual results of operations may differ materially from the unaudited pro forma financial data included in this prospectus.

The unaudited pro forma financial data included in this prospectus are not necessarily indicative of what our actual results of operations would have been for our 2024 fiscal year, nor are they necessarily indicative of results of operations for any future period. The unaudited pro forma financial data have been derived from our audited and unaudited financial statements and reflect assumptions and adjustments that are based upon estimates that are subject to change.

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Errors in our contracts with our customers could render them unenforceable or ineligible for sale, and if we have already sold contracts that contain errors, we could be required to repurchase them.

We have entered into retail installment contracts, consumer loan contracts, purchase agreements, buyer’s orders and other contracts with our customers that were generated using automated technology using information the customer entered into our Solera Auto Finance products or software. These contracts are intended to comply with the applicable consumer lending, disclosure and other commercial and legal requirements of the relevant jurisdictions. We face the risk, however, that the auto-generated forms may inadvertently contain errors or omissions or otherwise fail to comply with applicable legal requirements in a manner that would render such contracts unenforceable in accordance with their terms. For example, most jurisdictions impose a maximum interest rate that we can charge to consumers. If we exceed the relevant interest rate cap, the financing contracts that exceed the cap in such jurisdiction may be unenforceable, and in some instances, we may be required to pay damages or repay amounts that were previously collected. If a significant number of our financing contracts are rendered unenforceable, our financial condition and results of operations may be adversely affected.

We rely on our proprietary credit scoring model to forecast automotive finance receivable loss rates. If we are unable to effectively forecast loss rates, it may negatively impact our operating results.

We rely on our internally developed models, which are based on our proprietary data and guidelines as well as data and guidelines sourced from third parties, to forecast loss rates of the automotive finance receivables we originate. If we rely on a model that fails, or the underlying data fails, to effectively forecast loss rates on the finance receivables we originate, those receivables may suffer higher losses than expected. As a result, our business, results of operations, and financial condition may be adversely affected.

Risks Related to our Indebtedness

We require a significant amount of cash to service our indebtedness, which reduces the cash available to finance our organic growth, make strategic acquisitions and enter into alliances and joint ventures; the agreements governing our indebtedness contain restrictive covenants that limit our ability to engage in certain activities.

We have a substantial amount of indebtedness, which requires significant interest and principal payments. For our 2024, 2023 and 2022 fiscal years, our cash debt service requirements were an aggregate of $723.9 million, $702.8 million and $427.7 million, respectively. Of our cash debt service requirements, $54.1 million, $52.8 million and $26.3 million, respectively, related to the payment of principal, and $669.9 million, $650.0 million and $401.4 million, respectively, related to the payment of interest, with respect to our 2024, 2023 and 2022 fiscal years, respectively. Cash payments to service our debt represented approximately 83%, 87% and 70% of our cash flows from operations (before giving effect to the interest payments) for our 2024, 2023 and 2022 fiscal years, respectively. After giving effect to the Organizational Transactions and this offering and the use of proceeds therefrom described elsewhere in this prospectus, we expect our annual cash debt service requirements to be an aggregate of approximately $    million, of which $    million will relate to principal payments and $    million will relate to interest payments, the deductibility of which will be subject to certain limitations under applicable tax laws. The above discussion includes the additional borrowings in aggregate principal amount of $300.0 million incurred in connection with the Spireon Acquisition in March 2022. As of March 31, 2024, we had up to an additional $127.7 million available for borrowing under our Revolving Credit Facility, subject to certain limitations. As of March 31, 2024, our indebtedness, including current maturities, was $8.3 billion, which consists of $3,580 million, $367 million, and $1,260 million for each of the US Dollar, British Pounds Sterling, and Euro tranches, respectively, outstanding on our First Lien Term Loan Facility and $2.7 billion outstanding on our Second Lien Term Loan Facility with $356.0 million of outstanding borrowings drawn against our $500 million super priority Revolving Credit Facility. Additionally, we have $16.3 million of undrawn letters of credit against our $500 million super priority Revolving Credit Facility capacity.

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Our substantial amount of indebtedness could have important consequences, including:

• continuing to require us to dedicate a substantial portion of our cash flow from operations to the payment of our indebtedness, thereby reducing the funds available for operations and any future business opportunities;

• limiting our ability to implement our business strategy;

• limiting our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

• placing us at a competitive disadvantage compared to our competitors that have less indebtedness;

• increasing our vulnerability to adverse general economic or industry conditions;

• making it more difficult to pursue strategic acquisitions, joint ventures, alliances and collaborations;

• exposing us to potential increases in our debt service obligations and corresponding reductions in net income and cash flows as a result of higher interest rates in connection with our variable rate Credit Facilities, even if the amounts borrowed remain the same; and

• limiting our ability to obtain additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing.

The credit parties under the Revolving Credit Facility are also subject to a springing financial maintenance covenant capping their First Lien Leverage Ratio (as defined therein) to 7.00 to 1.00 when the financial maintenance covenant is in effect. The operating and financial covenants and restrictions in the Credit Agreements governing the Credit Facilities, and any other debt that we incur in the future, may adversely affect our ability to finance our future operations or capital needs or engage in other business activities. These agreements restrict, subject to certain important exceptions and qualifications, our ability to, among other things:

• incur additional indebtedness or guarantee indebtedness;

• pay dividends or make distributions or make certain other restricted payments;

• make certain investments;

• create liens on our or our guarantors’ assets;

• sell assets;

• enter into transactions with affiliates;

• enter into agreements restricting our subsidiaries’ ability to pay dividends;

• designate our subsidiaries as unrestricted subsidiaries; and

• enter into mergers or consolidations or sell all or substantially all of our assets.

A breach of such covenants or restrictions could result in an event of default under the applicable indebtedness. Such a default may (i) allow creditors to accelerate the related debt; (ii) permit the lenders under our Credit Agreements to terminate their commitments to extend credit to us; or (iii) if we are unable to repay the amounts due and payable under our Credit Agreements, allow the lenders to proceed against the collateral granted to them.

Pursuant to agreements entered into prior to our acquisition of the Claims Services business from Automatic Data Processing, Inc., the non-controlling stockholders of certain of our majority-owned subsidiaries have the right to require us to redeem their shares at the then fair market value. For financial statement reporting purposes, the estimated fair market value of these redeemable noncontrolling interests was $142.9 million at March 31, 2024. There can be no assurance as to whether any such non-controlling stockholders will exercise their right to require us to redeem such shares or when any such rights might be exercised. We could be required to pay a significant amount of cash upon any such redemption, and we may not have sufficient funds to pay such amounts when due.

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Certain of the interest rates under the Credit Agreements are based partly on the Secured Overnight Financing Rate (“SOFR”). If the method for calculation of SOFR changes, if SOFR is no longer available, or if lenders have increased costs due to changes in SOFR, we may suffer from potential increases in interest rates on our borrowings.

Our ability to service all of our indebtedness and other obligations depends on many factors beyond our control, and if we cannot generate enough cash to service our indebtedness, we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Cash flows from operations are the principal source of funding for us. Our business may not generate cash flow from operations in an amount sufficient to fund our liquidity needs. If our cash flows are insufficient to service our indebtedness and other obligations, including, for example, any redemption of redeemable non-controlling interests of certain of our majority-owned subsidiaries, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital and credit markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations and limit our financial flexibility. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms, or at all. In addition, the terms of existing or future debt agreements, including the Credit Agreements, may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. These alternative measures may not be successful or may be insufficient and, as a result, our liquidity and financial condition could be adversely affected and we may not be able to meet our scheduled debt service obligations.

Risks Related to Intellectual Property and Technology

Our industry is subject to rapid technological changes, and if we fail to keep pace with these changes or our present or future product offerings are diminished or made obsolete in the marketplace, our market share and revenues will decline.

Our industry is characterized by rapidly changing technology, evolving industry standards and frequent introductions of, and enhancements to, existing software and services, all with an underlying pressure to reduce cost. Industry changes could render our present or future product offerings (including, but not limited to, our risk and asset management platform) less attractive or obsolete, and we may be unable to make the necessary adjustments to our present or future product offerings at a competitive cost, or at all. We also incur substantial expenses in researching, developing, designing, purchasing, licensing and marketing new software and services. The development or adaptation of these new technologies and products (such as Omnitracs One, a new fleet management platform) may result in unanticipated expenditures and capital costs that would not be recovered in the event that such new technologies or products are unsuccessful. The research, development, production and marketing of new software and services are also subject to changing market requirements, access to and rights to use third-party data, the satisfaction of applicable regulatory requirements and customers’ approval procedures and other factors, each of which could prevent us from successfully marketing any new software and services or responding to competing technologies. The success of new software in our industry also often depends on the ability to be first to market, and our failure to be first to market with any particular product offering could limit our ability to recover the development expenses associated with such product. If we cannot develop or acquire new technologies, software and services or any of our existing or anticipated future product offerings (including, but not limited to, our risk and asset management platform) are diminished in value, made less attractive or rendered obsolete by technological changes or present or future competitive products and services in the marketplace, our revenues and income could decline and we may lose market share to our established or new competitors, which would impact our future operations and financial results.

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Our software, services and solutions rely on information generated by third parties and communication services vendors and any interruption of our access to such information or disruption of service from such communication services vendors could materially harm our operating results.

We believe that our success depends significantly on our ability to provide our customers access to data from many different sources. For example, a substantial portion of the data used in our repair estimating software is derived from parts and repair data provided by, among others, business process outsourcing, aftermarket parts suppliers, data aggregators, automobile dealerships, government organizations and vehicle repair facilities. We obtain much of our data about vehicle parts and components and collision repair labor and costs through license agreements with OEMs, automobile dealers, and other providers; and we obtain much of our data in our vehicle validation database and motor violation database from government organizations. Autovista, one of our primary competitors in Europe, provides us with valuation and paint data for use in our European markets pursuant to a similar arrangement. In some cases, the data included in our products and services is licensed from sole-source suppliers. Mitchell International, one of our primary competitors in the U.S., has historically provided us with vehicle glass data for use in our U.S. markets pursuant to a vehicle data license agreement. Many of the license agreements through which we obtain data are for terms of one year and may be terminated without cost to the provider on short notice. Additionally, such licenses or other grants of rights may be non-exclusive, which could give our competitors access to the same intellectual property licensed to us.

If one or more of our licenses are terminated or if we are unable to renew one or more of these licenses on favorable terms or at all, we may be unable to access the information (in the case of information licensed from sole-service suppliers) or unable to access alternative data sources that would provide comparable information without incurring substantial additional costs. Some data sources have indicated to us that they intend to materially increase the licensing costs for their data, which may affect our margins on our products and services. While we do not believe that our access to many of the individual sources of data is material to our operations, prolonged industry-wide price increases or reductions in data availability could make receiving certain data more difficult and could result in significant cost increases, which could materially harm our operating results.

Some of the information and data required for our products and services is accessed through the products and services of third parties, especially in regard to our dealership businesses, which rely heavily on access to data and information through dealership management systems provided by CDK Global, Inc., the Reynolds and Reynolds Company and Cox Automotive, Inc. If our access to such data and information is reduced or terminated, our dealership products and services may be adversely affected, which may lead to reduced usage by our customers and lower resulting revenue.

With respect to our fleet businesses, our solutions rely on a variety of communication services vendors to support the delivery of key functionality including global position system (“GPS”) coordinates/location, time and data connectivity between the truck and both our and the client’s back office systems. These communication vendors include terrestrial wireless communication providers, satellite providers, as well as GPS satellite systems. These systems are complex electronic systems subject to electronic and mechanical failures and possible intentional disruption. In addition, software updates to GPS satellites and ground control segments, and infrequent known events such as GPS week number rollover, have and may adversely affect our products and customers. Any disruption of service from these critical communication network vendors can disrupt service to the client and potentially result in service credits, customer losses or reduced revenue and profitability. In addition, as communication networks evolve to newer and more advanced communication standards and retire legacy systems, clients are responsible for upgrading their hardware solutions in order to maintain services.

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Third parties may claim that we or our licensors are infringing, misappropriating or otherwise violating their intellectual property or proprietary rights, and we could be prevented from selling our software or suffer significant litigation expenses even if these claims have no merit.

Our competitive position is driven, in part, by our ability to develop and commercialize our intellectual property and other proprietary rights without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties. Third parties, however, may claim that our, or our licensors’, software, products or technology, including claims data or other data, which we obtain from other parties, are infringing, misappropriating or otherwise violating their intellectual property or proprietary rights. We, or our licensors, may also develop software, products or technology, unaware of pending patent applications of others, which software products or technology may infringe a third-party patent once that patent is issued. In addition, individuals and groups may purchase intellectual property assets for the purpose of asserting claims of infringement and attempting to extract settlements from us or our customers. The number of these claims has increased in recent years. As new patents are issued or are brought to our attention by the holders of such patents, it may be necessary for us to secure a license from such patent holders, redesign our products or withdraw products from the market.

It may be necessary for us to initiate administrative proceedings or other litigation in order to determine the scope, enforceability or validity of third-party intellectual property or proprietary rights. We may also decide to settle or otherwise resolve such proceedings or litigation on terms that are unfavorable to us. Any claims of intellectual property infringement, misappropriation or other violation, whether with or without merit, could be costly and time-consuming to defend and could divert our management and key personnel from operating our business. In addition, if any third party has a meritorious or successful claim that we are infringing, misappropriating or otherwise violating its intellectual property rights, we may be forced to change our software or enter into licensing arrangements with third parties, which may be costly or impractical. These claims may also require us to stop selling our software and/or services as currently designed, which could harm our competitive position. We also may be subject to significant damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent or other intellectual property right, or injunctions that prevent the further development and sale of certain of our software or services and may result in a material loss in revenue. Some third parties may be able to sustain the costs of complex litigation more effectively than we can because they have substantially greater resources. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of our common stock. We also may be required to indemnify our clients if they become subject to third-party claims relating to the infringement, misappropriation or other violation of a third party’s intellectual property rights that we license or otherwise provide to them, which could be costly. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

We may be unable to obtain, maintain, enforce, defend and otherwise protect our intellectual property or other proprietary rights, which would harm our business, financial condition and results of operations.

We rely on a combination of trade secrets, copyrights, know-how, trademarks, patents, license agreements and contractual provisions, as well as internal procedures, to establish and protect our intellectual property and other proprietary rights, and we regard the development and protection of such rights, including with respect to our AI-powered solutions and services, as important to our success. The steps we have taken and will take to protect our intellectual property and proprietary rights may not afford complete protection against or deter infringement, duplication, misappropriation or violation of our intellectual property or other proprietary rights by third parties. In addition, any of the intellectual property we own or license from third parties may be challenged, invalidated, circumvented or rendered unenforceable, or may not be of sufficient scope or strength to provide us with any meaningful information. Furthermore, because of the differences in foreign patent, trademark and other laws concerning proprietary rights, our software and other intellectual property rights may not receive the same degree of protection in foreign countries as they would in the U.S., if at all. We also may be unable to protect our rights in trade secrets and unpatented proprietary technology in these countries.

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We may, over time, increase our investment in protecting our intellectual property rights through additional trademark, patent, copyright and other intellectual property filings, which could be expensive and time-consuming. We may not be able to obtain registered intellectual property protection for our products and even if we are successful in obtaining effective patent, trademark, trade secret and copyright protection, it is expensive to maintain these rights in terms of application and maintenance costs, and the time and costs required to defend our rights could be substantial. Moreover, our failure to develop and properly manage new intellectual property rights could hurt our market position and business opportunities. Moreover, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights. If we are unable to adequately protect our intellectual property rights and other proprietary rights, our competitive position and our business could be harmed, as third parties may be able to commercialize and use products and technologies that are substantially the same as ours to compete with us without incurring the development and licensing costs that we have incurred.

While it is our policy to require our employees, contractors and other parties with whom we conduct business who may be involved in the conception or development of intellectual property for us to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. Additionally any such assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property.

Third parties, including competitors, may infringe, misappropriate or otherwise violate our intellectual property or other proprietary rights and we may not have adequate resources to enforce our intellectual property rights. We may be unable to prevent the misappropriation or disclosure of our proprietary information or deter independent development of similar technologies by others, which may diminish the value of our brand and other intangible assets and allow competitors to more effectively mimic our products and services. Furthermore, pursuing infringers of our intellectual property could result in significant monetary costs and diversion of management resources, and any failure to pursue or successfully litigate claims against infringers or otherwise enforce our intellectual property rights could result in competitors using our technology and offering similar products and services, potentially resulting in loss of our competitive advantage and decreased revenues. Enforcement of our intellectual property rights may be difficult and may require considerable resources. Any of the foregoing may materially and adversely affect our business, financial condition and results of operation.

Some of our products utilize software and technology licensed by third parties. If we fail to comply with our obligations under license or technology agreements with such third parties, we may be required to pay damages and we could lose license rights that are critical to our business, the loss of which could negatively affect our business.

We license certain third-party software and technology underlying some of our software that is important to our business, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property rights or technology. Such third-party software and technology may not be appropriately supported, maintained or enhanced by the licensors, resulting in development delays and product incompatibilities or harming availability of our products and services. In addition, the third-party software and technology we rely upon may not continue to be available to us on commercially reasonable terms, or at all. Some software licenses are subject to annual renewals at the discretion of the licensors. In addition, in some cases, if we were to breach a provision of these license agreements or fail to comply with any of the obligations under these license agreements, the licensor could terminate the agreement, and we may be required to pay damages and our right to use such software or technology immediately. The loss of the right to use any such third-party software or technology, or any disruptions, changes in pricing or failure of our licensors to meet our requirements or standards under our agreements with such third parties, could cause us to lose valuable rights, impair the availability of our products, inhibit our ability to commercialize future products and services, result in increased costs or cause delays in software releases or updates, until such issues have been resolved, any one of which may materially and adversely affect our business, financial condition and results of operation.

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We may become involved in lawsuits to protect or enforce our intellectual property rights, which could be expensive, time consuming and unsuccessful.

Third parties, including our competitors, could be infringing, misappropriating or otherwise violating our intellectual property rights. Monitoring unauthorized use of our intellectual property rights is difficult and costly. From time to time, we seek to analyze our competitors’ products and services, and may in the future seek to enforce our rights against potential infringement, misappropriation or violation of our intellectual property rights. However, the steps we have taken to protect our proprietary rights may not be adequate to enforce our rights as against such infringement, misappropriation or violation of our intellectual property rights. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Any inability to meaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our products and services.

Protecting our intellectual property is a challenge, especially after our employees or our contractors end their relationships with us, and, in some cases, decide to work for our competitors. Our contracts with our employees and contractors that relate to intellectual property issues generally restrict the use of our confidential information solely in connection with our products and services, and strictly prohibit reverse engineering. However, reverse engineering of our software and data or the theft or misuse of our proprietary information could still occur by employees or other third parties who have access to our technology. Enforceability of the non-compete agreements that we have in place is not guaranteed, and contractual restrictions could be breached without our knowledge or adequate remedies. Additionally, on January 5, 2023, the U.S. Federal Trade Commission (“FTC”) issued a notice of proposed rulemaking that would prohibit employers from using non-compete agreements. If enacted, the FTC’s proposed rule would prohibit employers like us from implementing non-compete agreements with our personnel. In such event, we would be unable to prevent our current employees and other personnel formerly employed by us from competing with us, potentially resulting in the loss of some of our business.

We are currently and may also in the future become involved in lawsuits to protect or enforce our intellectual property rights. An adverse result in any litigation proceeding could harm our business. In any lawsuit we bring to enforce our intellectual property rights, a court may refuse to stop the other party from using the technology or products at issue on grounds that our intellectual property rights do not cover the technology or products in question. Further, in such proceedings, the defendant could counterclaim that our intellectual property rights are invalid or unenforceable and the court may agree, in which case we could lose valuable intellectual property rights. The outcome in any such lawsuits is unpredictable. Even if resolved in our favor, such lawsuits may cause us to incur significant expenses, and could distract our technical and management personnel from their normal responsibilities. We may not have sufficient financial or other resources to conduct any such litigation or proceedings adequately, and some of our counterparties may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Any claims successfully brought against us could subject us to significant liability for damages and we may be required to stop using technology or other intellectual property alleged to be in violation of a third party’s rights. We also might be required to seek a license for third-party intellectual property. Even if a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which could increase our operating expenses. We may also be required to develop alternative non-infringing technology, which could require significant time and expense. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial effect on the price of our common stock. Moreover, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, and results of operations.

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If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our competitive position may be harmed.

We rely on our brands to distinguish our products and services from the products and services of our competitors, and have registered or applied to register trademarks covering many of these brands. We cannot assure you that our trademark applications will be approved. If we apply to register trademarks in the U.S. and other countries, our applications may not be allowed for registration in a timely fashion or at all, and our registered trademarks may not be enforced. Third parties may also oppose our trademark applications, and the registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive of other marks or our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products and services, which could result in loss of brand recognition, and could require us to devote resources to advertising and marketing new brands. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition. Similarly, not every variation of a domain name may be available or be registered, even if available. The occurrence of any of these events could result in the erosion of our brands and limit our ability to market our brands using our various domain names, as well as impede our ability to effectively compete against competitors with similar technologies, any of which could materially adversely affect our business, financial condition and results of operations.

Opposition or cancellation proceedings have been filed and may also in the future be filed against our trademark applications and registrations, and our trademarks may not survive such proceedings. In addition, third parties have filed, and may in the future file, for registration of trademarks similar or identical to our trademarks, thereby impeding our ability to build brand identity and possibly leading to market confusion. Moreover, third parties may file first for our trademarks in certain countries. If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to develop brand recognition of our technologies, products or services. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively, which could have a material adverse effect on our competitive position, business, financial condition, and results of operations.

Some of our products utilize open source software, which may pose particular risks to our proprietary software and products, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business, financial condition and results of operation.

Some of our products include software covered by open source licenses and we anticipate using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. The terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide, or distribute the products or services related to, the open source software subject to those licenses. Although we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or be claimed to have occurred, in part because open source license terms are often ambiguous and there is a risk that our use of open source software licensed pursuant to such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market and make available our product and services. For example, by the terms of certain open source licenses, if we combined our proprietary software with the open source software in a certain manner, we could be required to release the source code of our proprietary software to licensees and make our proprietary software available for free under such open source licenses or be sued for copyright infringement by the open source software owner. As a result, these claims could result in

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litigation and we could be required to make our software source code freely available, purchase a costly license or cease offering the implicated products or services unless or until we can re-engineer all or a portion of our proprietary software that avoids infringement or publicly release the source code for our software or otherwise be limited in the licensing of our technologies, any of which could reduce or eliminate the value of our technologies, services and products. Any reengineering process could require us to expend significant additional research and development resources, and we may not be able to complete the re-engineering process successfully. In addition to risks related to open source license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide updates, warranties, support, indemnities, assurances of title, controls on origin of the software or other contractual protection regarding infringement claims or the quality of the code, including with respect to security vulnerabilities. Moreover, some open source projects have known security and other vulnerabilities and architectural instabilities, or are otherwise subject to security attacks due to their wide availability. In addition, open source license terms may be ambiguous and many of the risks associated with usage of open source software cannot be eliminated, and could, if not properly addressed, negatively affect our business. There is little legal precedent in this area and any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract could harm our business and could help third parties, including our competitors, develop products and services that are similar to or better than ours. Further, our use of any AI-powered solutions that use or incorporate any open source software may heighten any of the foregoing risks. Any of the foregoing could have a material adverse effect on our competitive position, business, financial condition, and results of operations.

If we are unable to protect the confidentiality of our trade secrets and know-how, our business and competitive position would be harmed.

We also rely upon unpatented proprietary information and other trade secrets to protect intellectual property that may not be registrable, or that we believe is best protected by means that do not require public disclosure, including our AI-powered software and services. While it is our policy to enter into confidentiality agreements with employees and third parties to protect our proprietary expertise and other trade secrets, we cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information or trade secrets and, even if entered into, these agreements may otherwise fail to effectively prevent disclosure of proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. In addition, these agreements may be breached and such parties may disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches.

Monitoring unauthorized uses and disclosures is difficult, and we do not know whether the steps we have taken to protect our proprietary technologies will be effective. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Some courts inside and outside the U.S. are less willing or unwilling to protect trade secrets. Trade secrets and know-how can be difficult to protect as trade secrets and know-how will over time be disseminated within the industry through the movement of personnel skilled in the art from company to company. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that technology or information to compete with us, and our competitive position would be materially and adversely harmed.

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Risks Related to Laws, Regulations and Legal Proceedings

We are subject to risks associated with our international business activities.

For our 2024 and 2023 fiscal years, we generated approximately 39.9% and 38.2% of our revenues, respectively, outside of the U.S. Our software, services and solutions are currently utilized in over 120 countries, and we have numerous offices across many countries. As such, our business is subject to numerous risks inherent in international business operations. Among others, these risks include:

• unexpected or unfavorable changes in foreign laws, regulatory requirements and related interpretations;

• fluctuations in currency exchange rates and restrictions on the repatriation of capital;

• operational difficulties (or relating risks and reputational harm) from operating in countries with a high corruption perception index;

• complex, evolving and differing data protection and data privacy laws and regulations;

• difficulties in staffing and labor relations, including works councils, labor unions and immigration laws and foreign operations;

• difficulties in recruiting and maintaining sales and implementation partners in markets in which we do not have a significant reach;

• the complexity of managing competing and overlapping tax regimes;

• tariffs and trade barriers;

• differing import and export licensing requirements;

• difficulty conducting business in a country or region due to international economic sanctions regulations or action by the European Union (“E.U.”), the U.S., or other governments that may restrict our ability to transact business in a foreign country or with certain foreign individuals or entities;

• the burdens and costs of complying with a wide variety of foreign laws and legal standards, including the General Data Protection Regulation (“GDPR”) in the E.U.;

• limited protection for intellectual property rights in some countries;

• difficulties obtaining, maintaining, enforcing, defending or otherwise protecting intellectual property and other proprietary rights and contractual rights in certain jurisdictions;

• political and economic instability, outbreaks of hostilities (including, but not limited to, Russian actions in Ukraine, the Israel-Hamas war, the relationship between China and Taiwan and ongoing trade disputes between the U.S. and China), international embargos, sanctions, boycotts, possible terrorist attacks and pandemic disease;

• exposure to possible expropriation, nationalization or other governmental actions;

• difficulties of coordinating our activities across over 120 different countries; and

• longer accounts receivable payment cycles or bad debt.

Furthermore, our business strategy includes expansion of our operations into new and developing markets, which will require even greater international coordination, expose us to additional local government regulations and involve markets in which we do not have experience or established operations.

In some countries in which we operate or have customers, particularly in those with developing economies, certain business practices may exist that are prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010 and other anti-corruption laws.

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In addition, we have limited operations and customers in certain countries which are the subject of economic sanctions imposed by the U.S. Department of Treasury’s Office of Foreign Assets Control and other applicable sanctions regulations. Although our policies and procedures require compliance with these laws and sanctions and are designed to facilitate compliance with these laws, our employees and third-party sales or distribution partners may, knowingly or not, take actions in violation of applicable laws or our policies. Any such violation, even if prohibited by our policies, could have a material adverse effect on our business and reputation. Compliance with changing and divergent laws and regulations in the various jurisdictions in which we operate may involve significant management time and costs and may require costly changes to our offerings and our business practices. Non-compliance could result in the imposition of penalties or cessation of orders due to alleged non-compliant activity. Penalties relating to corruption violations tend to be substantial and are often accompanied with negative publicity that may be harmful to our reputation. One or more of these factors could have a material adverse effect on our operations globally or in one or more countries or regions, which could have a material adverse effect on our business, financial condition and results of operations.

Changes in or violations by us or our customers of applicable government regulations could reduce demand for or limit our ability to provide our software, services and solutions in those jurisdictions.

We compete in markets in which we and our customers must comply with global, federal, state, local and other jurisdictional regulations, such as regulations governing insurance, consumer lending, driver safety and health, vehicle emissions and fuel economy standards, the environment, electronic communications and employment. We develop, configure and market our products, services, solutions and business model to meet customer needs created by these regulations and standards. These regulations and standards are complex, change frequently, have tended to become more stringent over time and may be inconsistently interpreted, applied or enforced across jurisdictions. Any significant change or delay in implementation in any of these regulations or standards (or in the interpretation, application or enforcement thereof) could (i) reduce or delay demand for our products, services and solutions; (ii) increase our costs of producing or delay the introduction of new or modified products, services and solutions; (iii) restrict our existing activities, products, services and solutions; or (iv) otherwise adversely impact our business model.

Our insurance company customers are subject to extensive government regulations, mainly at the state level in the U.S. and at the country level in our non-U.S. markets. Some of these regulations relate directly to our software and services, including regulations governing the use of total loss and estimating software. If our insurance company customers fail to comply with new or existing insurance regulations, including those applicable to our software and services, they could lose their certifications to provide insurance and/or reduce their usage of our software and services, either of which would reduce our revenues. Also, we are subject to direct regulation in some markets, and our failure to comply with these regulations could significantly reduce our revenues or subject us to government sanctions. In addition, future regulations could force us to implement costly changes to our software and/or databases or have the effect of prohibiting or rendering less valuable one or more of our offerings. Moreover, some states in the U.S. have changed and are contemplating changes to their regulations to permit insurance companies to use book valuations or public source valuations for total loss calculations, making our total loss software potentially less valuable to insurance companies in those states. Some states have adopted total loss regulations that, among other things, require insurers to use a methodology deemed acceptable to the respective government agency.

We submit certain of our methodologies to such agencies, and if they do not approve our methodology, we will not be able to perform total loss valuations in their respective states. Other states are considering legislation that would limit the data that our software can provide to our insurance company customers. In the event that demand for or our ability to provide our software and services decreases in particular jurisdictions due to regulatory changes, our revenues and margins may decrease.

There is momentum to create a U.S. federal government oversight mechanism for the insurance industry. There is also legislation under consideration by the U.S. legislature relating to the vehicle repair industry. Federal regulatory oversight of, or legislation relating to, the insurance industry in the U.S. could result in a broader impact on our business versus similar oversight or legislation at the state level of the U.S.

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Our fleet businesses fleet operator customers are subject to extensive government regulations at the federal, state and local levels governing certain operational and safety related matters. In particular, regulations from the Department of Transportation and the Federal Motor Carrier Safety Administration focus on the prevention of commercial motor vehicle-related fatalities and injuries and contribute to ensuring safety in motor carrier operations through strong enforcement of safety regulations; targeting high-risk carriers and commercial motor vehicle drivers; improving safety information systems and commercial motor vehicle technologies; strengthening commercial motor vehicle equipment and operating standards; and increasing safety awareness. Our fleet businesses’ solutions help our fleet operator customers comply with these regulations. Some of these regulations relate directly to our fleet businesses software and services, including regulations governing the “electronic logging device” mandate (the “ELD Mandate”) and the number of hours a driver can be operating in a given period of time (“Hours of Service”). If our fleet operator customers fail to comply with new or existing transportations regulations, including those applicable to our software and services, they could lose their certifications to operate and/or reduce their usage of our software and services, either of which would reduce our revenues. Also, we are subject to direct regulation in some markets, and our failure to comply with these regulations could significantly reduce our revenues or subject us to government sanctions. In addition, future regulations could force us to implement costly changes to our software or have the effect of prohibiting or rendering less valuable one or more of our offerings. See also “Risk Factors—We and our customers are subject to various environmental, health and safety and environmental, social and governance (“ESG”) laws, regulations and requirements, which could expose us to increased costs and other legal or business risks.”

In addition, in certain of our markets, our growth depends in part upon the introduction of new regulations or implementation of industry standards on the timeline we expect. In these markets, the delay or failure of governmental and other entities to adopt or enforce new regulations or industry standards, or the adoption of new regulations or industry standards that our products and services are not positioned to address, could adversely affect demand. Similarly, we may experience incremental, temporary demand for our products, services and solutions generated by the initial adoption of such regulations or standards, followed by a decline in demand, as our customer base completes the implementation of such regulations or standards.

Regulatory developments could negatively impact our business.

We acquire and distribute personal, public and non-public information, store it in some of our databases and provide it in various forms to certain of our customers in accordance with applicable law and contracts. We are subject to government regulation and, from time to time, companies in similar lines of business to us are subject to adverse publicity concerning the use of such data. We provide many types of data and services that are subject to regulation under the Truth in Lending Act, Fair Credit Reporting Act, Gramm-Leach-Bliley Act, Driver’s Privacy Protection Act, Health Insurance Portability and Accountability Act, the New York Department of Financial Services Cybersecurity Regulation 500, the California Consumer Privacy Act, the E.U.’s Data Protection Directive, the U.K.’s Financial Services and Markets Act 2000 Order 2001, the U.K.’s Data Protection Act, and various other international, federal, state and local laws and regulations. Some of these laws and regulations are designed to protect the privacy of the public and to prevent the misuse of personal information. Our suppliers that provide us with protected and regulated data face similar regulatory requirements and, consequently, they may cease to be able to provide data to us or may substantially increase the fees they charge us for this data which may make it financially burdensome or impossible for us to acquire data that is necessary to offer our certain of our products and services. Additionally, many consumer advocates, privacy advocates, and government regulators believe that the existing laws and regulations do not adequately protect privacy of personal information. They have become increasingly concerned with the use of personal information, particularly social security numbers, department of motor vehicle data and dates of birth. As a result, they are lobbying for further restrictions on the dissemination or commercial use of personal information to the public and private sectors. The following legal and regulatory developments also could have a material adverse effect on our business, financial position, results of operations or cash flows:

• amendment, enactment or interpretation of laws and regulations which restrict the access, use and distribution of personal information and limit the supply of data available to customers;

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• changes in cultural and consumer attitudes to favor further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our services (such as the use of AI or algorithms for underwriting or other business purposes);

• failure of our services to comply with current or amended laws and regulations; and

• failure of our services to adapt to changes in the regulatory environment in an operational effective, efficient, cost-effective manner.

We and our customers are subject to various environmental, health and safety and environmental, social and governance (“ESG”) laws, regulations and requirements, which could expose us to increased costs and other legal or business risks.

We are subject to various federal, state, local and foreign environmental, health and safety and ESG laws, regulations and requirements. In particular, we may be required to increase our disclosure of climate- and sustainability-related risks over coming years, whether due to stakeholder demand, changes to voluntary disclosure frameworks or the promulgation of legally mandated disclosure requirements. This could include requirements under the SEC’s recently adopted rule that requires disclosures of climate-related financial risks and certain targets and goals and emissions data (the “SEC Climate Rule”), and the California’s Climate Corporate Data Accountability Act, which would require companies doing business in California with annual revenues in excess of $1 billion to disclose their Scope 1, 2 and 3 greenhouse gas emissions and SB 261, which would require companies doing business in California with annual revenues in excess of $500 million to prepare a climate-related financial risk report (“California’s Climate-Related Laws”). In addition, the European Commission has established a number of sustainability-related due diligence, reporting and compliance regimes, including the Corporate Sustainability Reporting Directive (the “CSRD”), which will require in-scope companies to report on a number of sustainability topics in accordance with the European Sustainability Reporting Standards, and the Corporate Sustainability Due diligence Directive (the “CSDDD”), which will require companies to identify and prevent, or at least mitigate, adverse impacts on human rights and the environment, including by their supply chain partners. These various regulations and requirements may not align and thus may require us to duplicate certain efforts or use different reporting methodologies in order to comply. Compliance with these laws, regulations and requirements could increase our costs and any violations could subject us to significant fines, penalties or other costs, liabilities or sanctions, which could negatively impact our results of operations.

In addition, the California Air Resource Board (“CARB”) and the Environmental Protection Agency (“EPA”) have implemented a number of regulations to accelerate the market for zero-emission vehicles, including CARB’s Advanced Clean Trucks, Advanced Clean Fleets and Advanced Clean Cars II regulations and EPA’s Clean Trucks Plan and subsequent rulemaking on emissions standards for light-, medium- and heavy-duty vehicles. These and any similar regulations may have a significant effect on the automotive industry in which our customers operate and impact the software needs and services of our customers. There is no guarantee that we will be able to effectively respond to the impact of these regulations on the industry and any effects may result in increased costs for our business or a reduction in demand for our software from customers.

Privacy laws, regulations and standards may interfere with our business, subject our company to large fines or require us to change our products and services, which may reduce the value of our offerings to our customers, damage our reputation and deter current and potential users from using our products and services.

Most jurisdictions in which we operate have established or are considering enacting or revising laws or regulations addressing privacy, data protection, data security, including the collection, use, storage, transfer, localization, disclosure, retention, processing and security of personal data (collectively, “Data Protection Laws and Regulations”), with which we, our customers, and our vendors must comply. The introduction of new products, expansion of our activities in certain jurisdictions, or other actions that we may take may subject us to additional laws, regulations, or other government scrutiny. Even parts of our business that are not directly affected by these types of laws, regulations, standards and guidance are required to comply with many of their provisions by our customers, who are subject to their provisions.

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In the U.S., our business is subject to a wide variety of federal, state, and sectoral laws, regulations, and judicial decisions, as well as industry standards and guidance, relating to the collection, use, dissemination and security of data. For example, all 50 states have laws that include varying obligations in the event of security breaches or unauthorized disclosure of personal data. In addition, the California Consumer Privacy Act of 2018, as modified by the California Privacy Rights Act (collectively “CCPA”) went into effect in January 2023. Among other things, the CCPA requires companies covered by the legislation to provide certain disclosures to California residents and afford such residents new rights of access and deletion for personal information, as well as the right to opt-out of certain sales of personal information. Further, the CCPA expands consumers’ rights with respect to certain sensitive personal information and creates a new state agency that is vested with authority to implement and enforce the CCPA. The CCPA also provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation. Additionally, numerous other states have enacted, or are in the process of enacting or considering, comprehensive state-level privacy, data protection and cybersecurity laws, rules and regulations that share similarities with the CCPA, which creates the potential for a patchwork of overlapping but different state laws. In addition, all 50 states have laws that require the provision of notification for breaches of personal information to affected individuals, state officers or others. Possible consequences for non-compliance with these state laws include enforcement actions in response to rules and regulations promulgated under the authority of federal agencies and state attorneys general and legislatures and consumer protection agencies.

We expect that there may continue to be new proposed and adopted Data Protection Laws and Regulations in the U.S. and other jurisdictions in which we operate. Internationally, several countries have enacted new Data Protection Laws and Regulations, including China which passed its Personal Information Protection Law that became effective on November 1, 2021.

Additionally, certain countries have passed or are considering passing laws requiring data localization, which could increase the cost and complexity of delivering our services and operating our business. Certain current and future Data Protection Laws and Regulations may be more stringent or broader in scope, or offer greater individual rights, with respect to sensitive and personal information, than federal, international or other state laws, and such laws may differ from each other, which may complicate compliance efforts, increase costs and expenses in an effort to comply, and increase our potential exposure to regulatory enforcement and/or litigation.

Our contracts with customers and other parties may subject us to other Data Protection Laws and Regulations, which could increase our liabilities. Additionally, we rely on third-party vendors to collect, process and store data on our behalf. We cannot guarantee that such vendors are in compliance with all applicable Data Protection Laws and Regulations or our customers’ requirements. Despite our efforts to bring our practices in compliance with applicable Data Protection Laws and Regulations, we may not be successful. Our failure, or the failure of our third-party vendors, to comply with applicable Data Protection Laws and Regulations could result in claims, disputes, proceedings, government enforcement action, significant civil or criminal penalties, loss of customers and suppliers, adverse publicity, increased cost of doing business, management distraction, organizational changes, and operational changes that negatively affect operational results and profits and other negative consequences. Even if we are not found liable for failing to comply with applicable data protection laws or regulations, violating data subjects’ privacy rights, or breaching contractual obligations, such claims could be expensive and time consuming to defend, could result in adverse publicity, and could have a material adverse effect on our business, financial condition and results of operations. We are also, and may be in the future, contractually required to indemnify and hold harmless some third parties from the costs or consequences of non-compliance with any laws, rules, regulations and similar legal obligations relating to the processing and use of personal data, privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business.

Many of the newer Data Protection Laws and Regulations allow for the imposition of significant fines. For example, in the E.U. and U.K., the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and Data

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Protection Act of 2018, together with the GDPR as implemented into U.K. law (collectively, “U.K. GDPR”) provide for fines of up to, the greater of, 20 million Euros (or GBP 17.5 million under the U.K. GDPR) or 4% of the annual global revenue of the non-compliant company. Such fines are generally in addition to any civil litigation claims by customers and data subjects. Legal requirements relating to the collection, storage, handling, transfer and other processing of personal information and personal data continue to evolve and may result in ever-increasing public scrutiny and escalating levels of enforcement, sanctions and increased costs of compliance.

Many recently enacted Data Protection Laws and Regulations have not been the subject of judicial interpretations or binding regulatory guidance and they may be modified, interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other laws, rules or regulations, other requirements or legal obligations applicable to our business. Between the complexity, relative newness, and the lack of interpretation or guidance on compliance with applicable Data Protection Laws and Regulations, our practices may not have complied with all such provisions and may not comply at all times in the future. Future legal developments may require us to expend significant resources to enable compliance, and could, depending on the terms adopted, expose us to additional expense, adverse publicity and liability, or require us to change our business practices, which could result affect our revenue or the cost of delivering our products and services.

In the E.U., the provisions of the GDPR continue to be interpreted and clarified and may require us to continue to commit significant resources towards compliance with the GDPR or to decide to terminate offerings in some or all countries of Europe. A significant risk is the trend toward an expansive definition of personal data in the E.U. For example, if a regulator in the E.U. determines that a vehicle identification number or other data related to a vehicle is considered personal data, we could be required to make major changes in the service and products we offer, potentially resulting in increased costs or lower revenue or profit.

Recent legal developments in Europe and the U.K. have created complexity and regulatory compliance uncertainty regarding certain transfers of personal information from the European Economic Area (“EEA”) or U.K. to the U.S. For example, on July 16, 2020, the Court of Justice of the European Union decision, now known as “Schrems II,” invalidated the E.U.-U.S. Privacy Shield as an adequate basis for transfer of personal data from the E.U. to the U.S., effective immediately. The E.U.-U.S. Privacy Shield was one of the bases upon which we relied for transfers of data from the E.U. to the U.S. While the decision did not invalidate all bases for transfers of personal data from the E.U. to other countries not deemed as having “adequate” personal data protections, such as the U.S., India and Mexico, it introduced a number of areas of ambiguity about what could constitute a valid means of transfer. Schrems II resulted in our commitment of increased resources and time to update documentation of transfers and analyze the laws of jurisdictions outside the E.U. where we transfer personal data. Subsequently, on June 4, 2021, the European Commission adopted new standard contractual clauses (“SCCs”), which became effective on June 29, 2021, to be used to legitimize the transfer of personal data from the E.U. to the U.S. The SCCs, which are a large part of our bases for transfers of personal data, impose additional obligations on companies like us, including for instance, conducting transfer impact assessments, implementation of additional security measures and updates to internal privacy practices. As a result, we replaced all of our existing SCCs with vendors and between our affiliates with the new versions. Further, on July 10, 2023, the European Commission adopted an adequacy decision concluding that the U.S. ensures an adequate level of protection for personal data transferred from the EEA to the U.S. under the E.U.-U.S. Data Privacy Framework (followed on October 12, 2023 with the adoption of an adequacy decision in the U.K. for the U.K.-U.S. Data Bridge). While we have taken steps to comply with these international data transfer frameworks, the impact, efficacy and longevity of these frameworks remains unknown and it is unclear whether and to what extent the E.U.-U.S. Data Privacy Framework or U.K.-U.S. Data Bridge will be susceptible to the same challenges of the E.U.-U.S. Privacy Shield. Any changes to these frameworks or the SCCs, or any challenges to their validity or scope, could require us to commit increased resources, develop new policies and procedures, change our products and services, reorganize our operations, add to operational costs for us and our customers, or impair our customers’ ability to conduct business. If we are unable to implement a valid mechanism for personal data transfers from the E.U. or U.K., or if our policies and practices or those of our third-party vendors, service

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providers, contractors or consultants are, or are perceived to be, insufficient, or if our customers or others have concerns regarding our transfer of data from the EEA or the U.K. to the U.S., we could be subject to increased exposure to regulatory actions, substantial fines and injunctions, including by individual E.U. or U.K. data protection authorities, or lawsuits by private parties. Other jurisdictions outside the E.U. and the U.K. are similarly introducing or enhancing privacy, data protection, transfer and cybersecurity laws, rules and regulations, which could increase our compliance costs and the risks associated with noncompliance. Any of the foregoing could increase our compliance costs and adversely affect our business, financial condition and results of operations.

Following the U.K.’s withdrawal from the E.U. on January 31, 2020, and the end of the transitional period on December 31, 2020, the U.K. adopted the U.K. GDPR, which currently makes the privacy regimes of the E.U. and U.K. similar. It is possible either the E.U. or the U.K. could elect to change its approach and create differences in legal requirements and regulation, and the UK government has announced plans to reform the U.K. GDPR in ways that, if formalized, are likely to deviate from the GDPR. Moreover, the separation of the U.K. from the E.U. requires the continued updating of privacy documentation, and has led to a number of areas of ambiguity. It is possible that the U.K. and E.U. may continue to diverge in the application, interpretation and enforcement of their respective data protection laws, leading to increased costs of compliance.

Some U.S. and international data protection laws provide data subjects with rights requiring us to provide mechanisms for the exercise and fulfillment of those rights. These requirements could result in significant expense, distraction from other business and liability to the data subject or fines for failure to comply with data subjects’ rights.

Under the GDPR, when we operate as a processor of personal data on behalf of customers who are the controller of the data it is the controller that has the power to issue instructions on how personal data they control is processed. Customers who process personal data in a manner inconsistent with our current business practices could either reduce or cease business with us or we may incur larger costs in accommodating different processing instructions. Customer instructions that may have an adverse financial impact on our business include differing periods for retention or deletion of data, locations of storage and processing and processes for approval of sub-processors.

Many of our major customers in Europe prohibit transfers of personal data under their control outside of the E.U. Expansion of this trend could affect our continued business with such customers, restrict our ability to continue globalizing our business, affect our ability to optimize our processes, and restrict our collaboration with service providers outside of the E.U. All of these outcomes could increase our expenses substantially.

Many of data protection laws and regulations, along with our customer contracts, require us to investigate potential unauthorized access to personal data. Given the amount of personal data that we use, process and store, and the complexity of our products and services as well as the geographic scope of our business, investigations of potential breaches of security, even if ultimately determined to not constitute a data breach or reportable incident, could be costly.

We make public statements about our use, processing and disclosure of personal data through privacy policies and notices, information on our websites and press statements and promises to our customers through contracts. Although we endeavor to comply with our published policies, contracts and documentation, we may at times fail, have failed, or be alleged to have failed to do so and our published policies and documentation may not at all times have complied with the latest personal Data Protection Laws and Regulations and legal interpretations thereof. Our published privacy policies, notices and other documentation that provide promises or assurances about data privacy and security can subject us to potential government and legal action if found to be deceptive, unfair or misrepresentative of our actual practices. Any failure or perceived failure by us to comply with our public statements or the legal requirements about using, processing and disclosing personal data could

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expose us to costly litigation, significant judgments, fines and awards against us, civil and criminal penalties and negative publicity and cause our customers to reduce or discontinue use of our products and services materially and adversely affecting our business, financial condition and operational results.

Our communications with existing and potential customers are subject to laws regulating telephone and email marketing practices, and our failure to comply with such communications laws could adversely affect our business, operating results and financial condition and significantly harm our reputation.

On occasion we send communications directly to consumers. These activities are subject to a variety of U.S. state and federal laws, rules and regulations, such as the Telephone Consumer Protection Act of 1991 (“TCPA”), the CAN-SPAM Act of 2003 (“CAN-SPAM Act”), and others related to telemarketing, recording and monitoring of communications. The TCPA prohibits companies from making telemarketing calls to numbers listed in the Federal Do-Not-Call Registry and imposes other obligations and limitations on making phone calls and sending text messages to consumers. The CAN-SPAM Act regulates commercial email messages and specifies penalties for the transmission of commercial email messages that do not comply with certain requirements, such as providing an opt-out mechanism for stopping future emails from senders. The TCPA, the CAN-SPAM Act and other communications laws, rules and regulations are subject to varying interpretations by courts and governmental authorities and often require subjective interpretation, making it difficult to predict their application and therefore making compliance efforts more challenging. We may be required to comply with these and similar laws, rules and regulations. We cannot, however, be certain that our efforts to comply will always be successful. Our business could be adversely affected by changes to the application or interpretation of existing laws, rules and regulations governing our platform’s communication capabilities, or the enactment of new laws, rules and regulations, and by our failure to comply with such laws, rules and regulations. If any of these laws, rules or regulations were to significantly restrict our ability to communicate with existing and potential consumers, we may not be able to develop adequate alternative communication modules. Further, our non-compliance with these laws, rules and regulations could result in significant financial penalties, litigation, including class action litigation, consent decrees and injunctions, adverse publicity and other negative consequences, any of which could adversely affect our business, operating results and financial condition and significantly harm our reputation.

We partner with third parties to make payment processing solutions and services available to our customers, and if we fail to comply with the applicable requirements under agreements with our third party partners, they can seek to terminate our relationship.

We have entered into agreements with certain payment processors, including Worldpay (Fidelity National Information Services, Inc.) and Global Payments (Global Payments Inc.), in order to enable our customers to accept electronic payments, including payments using credit and debit cards. Pursuant to these agreements with payment processors, we are subject to the card and payment network rules and certain other obligations. The payment networks routinely update and modify requirements applicable to payment facilitators, including rules regulating data integrity, third-party relationships (such as those with respect to payment processors and bank sponsors) and transaction chargeback standards.

Our contracts with our payment processor partners include standard confidentiality, indemnification and data protection obligations, among others. These contracts provide for certain termination events, such as material breach, and are subject to automatic annual renewal unless terminated by either party upon prior notice or for cause. If we fail to comply with our obligations under our agreements with our payment processor partners or the applicable rules and requirements of the payment networks or payment processors, our payment processor partners could suspend or terminate our agreements and sponsored payment facilitator relationships. The termination of our relationships with our payment processor partners could have a material and adverse impact on the ability of our customers to accept electronic payments.

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Current or future litigation or other legal proceedings could have a material adverse impact on us.

We have been and continue to be involved in legal proceedings, arbitrations, claims and other litigation that arise in the ordinary course of business. For example, we have been involved in disputes with collision repair facilities, acting individually and as a group in some situations that claim that we have colluded with our insurance company customers to depress the repair time estimates generated by our repair estimating software.

We have also been, and are currently, involved in litigation alleging that we have colluded with our insurance company customers to cause the estimates of vehicle fair market value generated by our total loss estimation software to be unfairly low. Additionally, we have been, and are currently, involved in potential contractual indemnity claims by our customers related to such total loss estimation software litigation (some of which claims are subject to an executed tolling agreement). Furthermore, we are also subject to assertions by our customers and strategic partners that we have not complied with the terms of our agreements with them or that the agreements are not enforceable against them, some of which are the subject of pending litigation or arbitrations and any of which could in the future lead to arbitration or litigation. Also, we may be subject to disputes regarding earn-out or similar provisions contained in acquisition agreements. For example, the former shareholders of RedCap Technologies, LLC have alleged that we took actions that breached and tortiously interfered with the terms of their acquisition agreement, impairing their potential earn-out payments. An adverse decision and award against us in this instance could exceed applicable insurance coverage and materially and adversely affect our cash position, financial condition and results of operations. While we do not expect the outcome of any such pending or threatened litigation or arbitration to have a material adverse effect on our financial position, litigation and arbitrations are unpredictable and excessive verdicts, both in the form of monetary damages and injunction, could occur. In the future, we could incur judgments or enter into settlements of claims that could harm our financial position and results of operations.

We also may face claims, litigation or arbitrations from employees concerning our obligations to them. While we are not currently facing any class or collective actions concerning our employment practices, employers frequently have to contend with such class or collective actions on a variety of topics, which can present material financial risk and impair relationships with the workforce. We cannot predict whether an employee, or group of employees, will bring such a claim against us.

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Risks Related to Tax Matters

We are subject to periodic changes in the amount of our income tax provision (benefit) and these changes could adversely affect our operating results; we may not be able to utilize all of our tax benefits before they expire.

Our effective tax rate could be adversely affected by our mix of earnings in countries with high versus low tax rates; by changes in the valuation of our deferred tax assets and liabilities; by the outcomes of examinations, audits or disputes by or with relevant tax authorities; or by changes in tax laws and regulations.

Significant judgment is required to apply the recognition and measurement criteria prescribed in ASC Topic No. 740-10, Income Taxes. In addition, ASC Topic No. 740-10 applies to all income tax positions, including the potential recovery of previously paid taxes, which, if settled unfavorably, could adversely impact our provision for income taxes or additional paid-in capital.

We are subject to taxation in multiple jurisdictions. Any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material and adverse effect on our business, financial condition or results of operations.

We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the international scope of our operations and our corporate entity structure. We are also subject to transfer pricing laws with respect to our intercompany transactions, including those relating to the flow of funds among our companies. For example, many of the jurisdictions in which we conduct business have detailed transfer pricing rules which require that all transactions with non-resident related parties be priced using arm’s length pricing principles. Contemporaneous documentation must exist to support this pricing. The tax authorities in these jurisdictions could challenge whether our related party transfer pricing policies are at arm’s length and, as a consequence, challenge our tax treatment of corresponding expenses and income. International transfer pricing is an area of taxation that depends heavily on the underlying facts and circumstances and generally involves a significant degree of judgment. If any of these tax authorities were successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, and penalties, fines and interest related thereto, which may have a significant impact on our effective tax rate, results of operations and future cash flows.

Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation thereof, in any applicable jurisdiction, could have a material and adverse effect on our business, financial condition or results of operations. Changes in tax laws could impact our effective tax rate. In addition, changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting project that was undertaken by the Organization for Economic Co-operation and Development (the “OECD”). The OECD, which represents a coalition of member countries, recommended changes to numerous longstanding tax principles, including “Pillar One and Pillar Two” reports that focus on nexus, profit allocation, and global minimum tax proposals. As the OECD continues its evaluation of these proposals, several countries have enacted or proposed measures to impose new digital services taxes on companies. The enacted and proposed measures could increase tax uncertainty and may adversely affect our provision for income taxes and increase our tax liabilities.

In addition, the tax authorities in any applicable jurisdiction, including the U.S., may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions. If any applicable tax authorities, including U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of our transactions, it could have a material and adverse effect on our business, financial condition or results of operations.

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General Risk Factors

Future pandemics could have an adverse impact on our business, results of operations and financial condition.

The COVID-19 pandemic adversely impacted our business and results of operations. Specifically, the COVID-19 pandemic and related precautionary measures resulted in global macroeconomic effects, including severe disruptions to the supply chain for both components and finished goods, including new vehicle deliveries, and substantial impacts on our domestic and international operations, including, but not limited to reductions in transactional claims volumes on account of lower miles driven and reductions in new sales bookings, each of which led to decreased revenue. Any future pandemic or widespread disease outbreak could generate similar global macroeconomic effects with the resulting adverse impacts to our business, results of operations and financial condition.

We depend on a limited number of key personnel who would be difficult to replace. If we lose the services of these individuals, or are unable to attract and retain sufficient numbers of qualified employees to support our present and future operations and business strategy, our business will be adversely affected.

We depend upon the ability and experience of our key personnel, who have substantial experience with our operations, the rapidly changing automobile insurance claims processing industry and the markets in which we offer our software and services. The loss of the services of one or more of our senior executives or key employees could harm our business and operations.

Our success also depends on our ability to continue to attract, manage and retain qualified management, sales and technical personnel as we grow and implement our present and future business strategy. Particularly, we have a present and anticipated future need to attract, manage and retain sufficient numbers of appropriately qualified personnel to develop and commercialize our risk and asset management platform. Competition for such qualified personnel is intense and we may not be able to continue to attract or retain such qualified personnel in the future. If we are unable to identify, attract, develop, motivate, adequately compensate and retain well-qualified and engaged personnel, or if existing highly skilled and specialized personnel leave the Company and ready successors or adequate replacements are not available, we may not be able to manage our operations effectively, which could cause us to suffer delays in new product development, experience difficulty complying with applicable requirements or otherwise fail to satisfy our customers’ demands, which would have an adverse effect on our business, financial condition and results of operations.

Our business depends on our brands, and if we are not able to maintain and enhance our brands, our business and operating results could be harmed.

We believe that the brand identity we have developed and acquired has significantly contributed to the success of our business. We also believe that maintaining and enhancing our brands, such as Solera, Audatex, Autodata, Hollander, Informex, Sidexa, AUTOonline, Identifix, AutoPoint, LYNX Services, CAP HPI, Enservio, eDriving/Mentor, Explore, DealerSocket, Omnitracs, SmartDrive, Spireon, LoJack, and Automate are important to the expansion of our software and services to new customers in both existing and new markets. Maintaining and enhancing our brands may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain our brands or if we incur excessive expenses in this effort, our business, operating results and financial condition will be harmed. We anticipate that, as our markets become increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive. Maintaining and enhancing our brands will depend largely on our ability to be a technology innovator, to continue to provide high quality software and services and protect and defend our brand names and trademarks, which we may not do successfully. To date, we have not engaged in extensive direct brand promotion activities, and we may not successfully implement brand enhancement efforts in the future.

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Disruptions of the information technology systems or infrastructure of certain of our third-party vendors and service providers could also disrupt our businesses, damage our reputation, increase our costs, and have a material adverse effect on our business, financial condition and results of operations.

We rely on the availability and performance of various communications and information services of third parties to conduct our business. Our customers need to be able to access our platform at any time, without interruption or degradation of performance. Although we have multiple providers in many cases, a widespread multi-vendor communications infrastructure incident would adversely impact our ability to service our customers and could damage our reputation with current and potential customers, expose us to liability, result in substantial costs for remediation, could cause us to lose customers, or otherwise harm our business, financial condition and results of operations. We may also incur significant costs for using alternative hosting sources or taking other actions in preparation for, or in reaction to, events that damage the third-party services we use. Additionally, in the event that our service agreements are terminated, or there is a lapse of service, elimination of such third-party services or features that we utilize, or damage to such facilities, we could experience interruptions in access to our platform as well as significant delays and additional expenses in arranging for or provisioning new providers, which would adversely affect our business, financial condition, and results of operations.

As expectations regarding operational and information security practices have increased, our operating systems and infrastructure, and those of our third-party service providers, must continue to be safeguarded and monitored for potential failures, disruptions, breakdowns, and attacks. Our data processing systems, or other operating systems and facilities, and those of our third-party service providers, may stop operating properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our and our third-party service providers’ control. For example, there could be electrical or telecommunication outages, natural disasters such as earthquakes, tornadoes, or hurricanes; disease pandemics and related government orders; events arising from local or larger scale political or social matters, including terrorist acts; cyberattacks and other data security incidents, including ransomware, malware, phishing, social engineering, including some of the foregoing that target healthcare systems in particular. These incidents can range from individual attempts to gain unauthorized access to information technology systems to more sophisticated security threats involving cyber criminals, hacktivists, cyber terrorists, nation state actors, or the targeting of commercial financial accounts. These events can also result from internal compromises, such as human error or malicious internal actors, of our workforce or our vendors’ personnel.

While we have business continuity, disaster recovery and other policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. Furthermore, if such failures, interruptions or security breaches are not detected immediately, their effect could be compounded. Our risk and exposure to these matters remains heightened because of the evolving nature of these threats and our use of third-party service providers with access to our systems and data. As a result, cybersecurity and the continued development and enhancement of our controls, processes, and practices designed to protect our systems, computers, software, data, and networks from attack, damage or unauthorized access remain a focus for us. Disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyberattacks or security breaches of our networks, systems or devices, or those that our customers or third-party service providers use to access our products and services, could result in customer attrition, financial loss, reputational damage, reimbursement or other compensation costs, and/or remediation costs, any of which could have a material effect on our results of operations or financial condition.

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System failures, delays and other problems could harm our reputation and business, cause us to lose customers and expose us to customer liability.

Our success depends on our ability to provide accurate, consistent and reliable services and information to our customers on a timely basis. Our operations could be interrupted by any damage to or failure of:

• our computer software or hardware or our customers’ or third-party service providers’ computer software or hardware;

• cybersecurity breaches, viruses, cybercrime or software defects, the risk of which have been increased due to a swift transition to remote work brought about by a catastrophic event (such as the COVID-19 pandemic);

• our networks, our customers’ networks or our third-party service providers’ networks; and

• our connections to and outsourced service arrangements with third parties.

Our systems and operations are also vulnerable to damage or interruption from:

• strikes, crime, explosions, social unrest, terrorism, epidemics, pandemics, cyber-attacks, computer viruses, internal or external system failures, power loss or other telecommunications failures;

• earthquakes, fires, floods, hurricanes, blizzards, tsunamis and other natural disasters (many of which are becoming more acute and frequent);

• physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events;

• employee theft or misuse or outside parties fraudulently inducing our employees or users to disclose sensitive or confidential information in order to gain access to data;

• breach of the security networks of our third-party service providers; and

• errors by our employees or third-party service providers.

In addition, there may be an increased risk of cyberattacks by state actors due to the current conflict between Russia and Ukraine. Any increase in such attacks on us or our systems could adversely affect our network systems or other operations. Although we maintain cybersecurity policies and procedures to manage risk to our information systems and continuously adapt our systems and processes to mitigate such threats, we may not be able to address these cybersecurity threats proactively or implement adequate preventative measures and there can be no assurance that we will promptly detect and address any such disruption or security breach, if at all.

As part of our ongoing process improvements efforts, we have and will continue to migrate product and system platforms to next generation platforms and we may increase data and applications that we host ourselves, and the risks noted above will be exacerbated by these efforts. Because many of our services play a mission-critical role for our customers, any damage to or failure of the infrastructure we rely on (even if temporary), including those of our customers and vendors, could disrupt our ability to deliver information to and provide services for our customers in a timely manner, which could harm our reputation and result in the loss of current and/or potential customers or reduced business from current customers. In addition, we generally indemnify our customers to a limited extent for damages they sustain related to the unavailability of, or errors in, the software and services we provide; therefore, a significant interruption of, or errors in, our software and services could expose us to significant customer liability.

Fraudulent data access and other security breaches of our or our third-party service providers’ information systems, or the failure to maintain the security of proprietary, personal, sensitive or confidential information, may disrupt our internal operations, damage our reputation and expose us to litigation and could materially and adversely affect our business, financial condition and results of operations.

Security breaches in our or our third-party service providers’ facilities, computer networks, and databases may cause harm to our business and reputation and result in a loss of customers and data suppliers. Our systems,

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and the systems of our third-party service providers, may be vulnerable to defects in design, natural disasters, terrorist attacks or acts of war, political protests, power and/or telecommunication failures, employee or other third-party fraud or malfeasance (including state-sponsored organizations with significant financial and technological resources), human or technical errors, physical break-ins, cyberattacks, computer malware, computer viruses, spyware, denial of service attacks, attacks by hackers (including phishing and ransomware attacks), unauthorized attempts to access information and similar disruptive problems. Additionally, we can be at risk if one of our third-party service providers’ information technology system is attacked or compromised. Such threats are persistent and evolve quickly, including due to the use of AI technologies, may be difficult to detect for long periods of time, and we have in the past and may in the future experience such cybersecurity threats. We have taken measures to protect our data and to protect our computer systems from attack but these measures may not prevent unauthorized access to our systems or theft of our data. If users gain improper access to our databases or the databases of our third-party service providers, they may be able to steal, publish, delete or modify confidential third-party information that is stored or transmitted on our networks or the networks of our third-party service providers. In addition, customers’ misuse of our information services or the information services of our third-party service providers could cause harm to our business and reputation and result in loss of customers.

An increasing portion of our revenue comes from SaaS solutions and other hosted services in which we store, retrieve, communicate and manage data that is critical to our customers’ business systems. Disruption of our systems that support these services and solutions could cause disruptions in our customers’ systems and in the businesses that rely on these systems. Any such disruptions could harm our reputation, create liabilities to our customers, hurt demand for our services and solutions and negatively impact our revenue and profitability.

We use third parties to provide certain data processing services, including payment processing and hosting services; however, our ability to monitor our third-party service providers’ data security is limited. Notwithstanding any contractual rights or remedies we may have, because we do not control our third-party service providers, or the processing of data by our third-party service providers, including their security measures, we cannot ensure the integrity or security of measures they take to protect, and prevent the loss of, our data, our customers’ data and other personal information or other cyber incidents.

A security breach suffered by us or our third-party service providers, an attack against our service availability, any unauthorized, accidental or unlawful access or loss of data, or the perception that any such event has occurred, could result in a disruption to our service, litigation or other claims by affected parties and possible financial obligations for liabilities and damages related to the theft or misuse of our information, an obligation to notify regulators and affected individuals, the triggering of service availability, indemnification and other contractual obligations, regulatory investigations, inquiry from governmental authorities, government fines and penalties, theft of confidential data including personal information and intellectual property, loss of access to critical data or systems, unfavorable publicity, difficulty in marketing our services, allegations by our customers that we have not performed our contractual obligations, reputational damage, loss of sales and customers, an impact on our ability to meet customers’ expectations, deterring data suppliers from supplying data to us, mitigation and remediation expenses and other significant costs and liabilities. In addition, we may incur significant costs and operational consequences of investigating, remediating, eliminating and putting in place additional tools and devices designed to prevent future actual or perceived security incidents, as well as the costs to comply with any notification or other obligations resulting from any security incidents and other business delays or disruptions, any of which could have an adverse effect on our business, financial condition, results of operations, reputation, and relationships with our customers and suppliers. We also cannot be certain that our existing insurance coverage will cover any indemnification claims against us or other liabilities relating to any security incident or breach, will be available in sufficient amounts to cover the potentially significant losses that may result from a security incident or breach, will continue to be available on acceptable terms or at all or that the insurer will not deny coverage as to any future claim. We also cannot ensure that any limitations of liability provisions in our customer agreements, contracts with vendors and other contracts for a security lapse or breach or other security-related matter would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim. The successful assertion of one or more large claims

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against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results of operations.

Cybersecurity incidents have increased in scope, number, severity and frequency in recent years because of the proliferation of new technologies and the increased number, sophistication and activities of perpetrators of cyber-attacks, and it is expected that these trends will continue, including due to expanded use of AI by threat actors. We and others are also subject to increased cybersecurity threats and potential breaches because of the increase in the number of individuals working from home. Further, as a result of our prominence, the size of our customer-base, the volume of personal data on and otherwise processed by our networks, systems and applications, and the evolving nature of our products and services (including our efforts involving new and emerging technologies, such as AI), we may be a particularly attractive target for such attacks, including from highly sophisticated, state-sponsored or otherwise well-funded, criminal actors. We cannot assure you that our products or hosted services will not be subject to cyberattacks, or other security incidents, especially in light of the rapidly changing security threat landscape that our products and hosted services seek to address. Due to a variety of both internal and external factors, including, without limitation, defects or misconfigurations of our products, our products could become vulnerable to security incidents (both from intentional attacks and accidental causes). In addition, because the techniques used by computer hackers to access or sabotage networks and endpoints change frequently, are increasing in sophistication and generally are not recognized until launched against a target, there is a risk that advanced attacks could emerge that attack our software that we are unable to detect or prevent until after some of our customers are affected.

While we have security measures in place designed to protect our and our customers’ confidential and sensitive information and prevent data loss, these measures cannot provide absolute security and may not be effective to prevent a security breach, including as a result of employee error, theft, misuse or malfeasance, third-party actions, unintentional events or deliberate attacks by cyber criminals, any of which may result in someone obtaining unauthorized access to our customers’ data, our data, our intellectual property and/or our other confidential or sensitive business information. In addition, third parties may attempt to fraudulently induce employees, contractors or users to disclose information, including user names and passwords, to gain access to our customers’ data, our data or other confidential or sensitive information, and we may be the target of email scams that attempt to acquire personal information or company assets. Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until successfully launched against a target, we may be unable to anticipate these techniques, react in a timely manner or implement adequate preventative measures. We devote significant financial and personnel resources to implement and maintain security measures; however, these resources may not be sufficient, and as cybersecurity threats develop, evolve and grow more complex over time, it may be necessary to make significant further investments to protect our data and infrastructure.

The number of potentially affected individuals identified by any future incidents is unknown. Any such incident could materially and adversely affect our business, reputation, financial condition, operating results and cash flows.

We may not be able to obtain capital when desired on favorable terms, if at all, and we may not be able to obtain capital or complete acquisitions through the use of equity without dilution to our stockholders.

We may need additional financing to execute on our current or future business strategies, including to develop new or enhance existing software solutions, acquire businesses and technologies or otherwise respond to competitive pressures. Our ability to raise capital in the future may be limited, and if we fail to raise capital when needed, we could be prevented from growing and executing our business strategy.

If we raise additional funds through the issuance of equity or equity-linked securities, the percentage ownership of our stockholders could be significantly diluted, and newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders.

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If we accumulate additional funds through debt financing, more of our operating cash flow may be dedicated to the payment of principal and interest on such indebtedness, thus limiting funds available for our business activities. We cannot assure you that additional financing will be available on terms favorable to us, or at all.

If adequate funds are not available or are not available on acceptable terms, when we desire them, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our solutions, invest in future growth opportunities or otherwise respond to competitive pressures would be significantly limited. Any of these factors could harm our results of operations.

Risks Related to Our Organizational Structure

Our principal asset is our interest in our subsidiaries and, accordingly, we depend on distributions from our subsidiaries to pay our taxes and expenses. Our subsidiaries’ ability to make such distributions may be subject to various limitations and restrictions.

We are a holding company and have no material assets other than our direct and indirect ownership of our interests in our subsidiaries. As such, we have no independent means of generating revenue or cash flow, and our ability to pay our taxes and pay operating expenses or declare and pay dividends, if any, in the future depends on the financial results and cash flows of our subsidiaries. There can be no assurance that our subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in debt instruments of our subsidiaries, will permit such distributions.

Currently, affiliates of Vista Equity Partners indirectly control us and their interests may conflict with our interests.

Currently, certain funds affiliated with Vista Equity Partners have substantial control of our voting stock. In addition, Vista has the right to designate a majority of the members of our board of directors. As a result, Vista has substantial control over our decisions to enter into any corporate transaction and has the ability to prevent any transaction that requires the approval of our board of directors or stockholders. Immediately following this offering, Vista will control approximately  % of the voting power of our outstanding common stock, or  % if the underwriters exercise in full their option to purchase additional shares, which means that, based on its percentage voting power controlled after the offering, Vista will control the vote of all matters submitted to a vote of our shareholders.

In addition, Vista is in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. While we do not currently compete with these investments, Vista may vote in a manner so as to restrict us from expanding our business or entering into additional lines of business which may be related to the current or future operations of these investments. Vista may also pursue acquisitions that may be complementary with our business and, as a result, those acquisition opportunities may not be available to us. So long as Vista continues to control a significant amount of the outstanding shares of our common stock, even if such amount is less than a majority, Vista will continue to be able to strongly influence or effectively control our decisions.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.

We are subject to income taxes in the U.S., and certain of our subsidiaries are subject to income taxes outside of the U.S., and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

• changes in the valuation of our deferred tax assets and liabilities;

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• expected timing and amount of the release of any tax valuation allowances;

• expiration of, or detrimental changes in, research and development tax credit laws; or

• changes in tax laws, regulations or interpretations thereof.

In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state, and local tax authorities, and certain of our subsidiaries may be subject to audits of income, sales and other transaction taxes by non-U.S. tax authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if it (i) is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

We intend to conduct our operations so that we will not be deemed to be an investment company. However, if we were deemed to be an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Risks Related to Our Common Stock and This Offering

Vista controls us, and Vista’s interests may conflict with ours or yours in the future.

Immediately following this offering, investment entities affiliated with Vista will control approximately   % of the voting power of our outstanding common stock, or   % if the underwriters exercise in full their option to purchase additional shares of common stock, which means that, based on its percentage voting power controlled after the offering, Vista will control the vote of all matters submitted to a vote of our shareholders. This control will enable Vista to control the election of the members of our Board and all other corporate decisions. Even when Vista ceases to control a majority of the total voting power, for so long as Vista continues to control a significant percentage of our common stock, Vista will still be able to significantly influence the composition of our Board and the approval of actions requiring shareholder approval. Accordingly, for such period of time, Vista will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers, decisions on whether to raise future capital and amending our charter and bylaws, which govern the rights attached to our common stock. In particular, for so long as Vista continues to control a significant percentage of our common stock, Vista will be able to cause or prevent a change of control of us or a change in the composition of our Board and could preclude any unsolicited acquisition of us. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of us and ultimately might affect the market price of our common stock.

In addition, in connection with this offering, we will enter into a Director Nomination Agreement with Vista. The Director Nomination Agreement will provide Vista the right to designate (i) all of the nominees for

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election to our Board for so long as Vista beneficially owns 40% of the Original Amount; (ii) a number of directors (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Vista beneficially owns at least 30% and less than 40% of the Original Amount; (iii) a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Vista beneficially owns at least 20% and less than 30% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Vista beneficially owns at least 10% and less than 20% of the Original Amount; and (v) one director for so long as Vista beneficially owns at least 5% and less than 10% of the Original Amount, which could result in representation on our Board that is disproportionate to Vista’s beneficial ownership. The Director Nomination Agreement will also provide that Vista may assign such right to an affiliate of Vista. The Director Nomination Agreement will prohibit us from increasing or decreasing the size of our Board without the prior written consent of Vista. See “Certain Relationships and Related Party Transactions—Policies for Approval of Related Party Transactions—Director Nomination Agreement” for more details with respect to the Director Nomination Agreement.

Vista and its affiliates engage in a broad spectrum of activities, including investments in our industry generally. In the ordinary course of their business activities, Vista and its affiliates may engage in activities where their interests conflict with our interests or those of our other shareholders, such as investing in or advising businesses that directly or indirectly compete with certain portions of our business or are suppliers or clients of ours. Our certificate of incorporation to be effective at or prior to the consummation of this offering will provide that none of Vista, any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or its affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. Vista also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, Vista may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance its investment, even though such transactions might involve risks to you or may not prove beneficial.

Upon listing of our shares of common stock on the NYSE, we will be a “controlled company” within the meaning of the rules of the NYSE and, as a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections as those afforded to shareholders of companies that are subject to such governance requirements.

After completion of this offering, Vista will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

• the requirement that a majority of our Board consist of independent directors;

• the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

Following this offering, we intend to utilize these exceptions. As a result, we may not have a majority of independent directors on our Board, our compensation and nominating and corporate governance committees may not consist entirely of independent directors and our compensation and nominating and corporate

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governance committees may not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business.

As a public company, we will incur legal, accounting and other expenses that we did not previously incur. We will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Sarbanes-Oxley Act, the listing requirements of the NYSE and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business, financial condition, results of operations, cash flows and prospects. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert our management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition, results of operations, cash flows and prospects. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These additional obligations could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of our management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and there could be a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Provisions of our corporate governance documents could make an acquisition of us more difficult and may prevent attempts by our shareholders to replace or remove our current management, even if beneficial to our shareholders.

Our certificate of incorporation and bylaws to be effective at or prior to the consummation of this offering and the Delaware General Corporation Law (the “DGCL”) contain provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. Among other things:

• these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without shareholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of shareholders;

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• these provisions allow us to authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without shareholder approval, and which may include supermajority voting, special approval, dividend, or other rights or preferences superior to the rights of shareholders;

• these provisions provide for a classified board of directors with staggered three-year terms;

• these provisions provide that, at any time when Vista controls less than 40% in voting power of our stock entitled to vote generally in the election of directors, directors may only be removed for cause, and only by the affirmative vote of holders of at least 66 2/3% in voting power of all the then-outstanding shares of our common stock entitled to vote thereon, voting together as a single class;

• these provisions prohibit shareholder action by written consent from and after the date on which Vista controls less than 35% in voting power of our stock entitled to vote generally in the election of directors;

• these provisions provide that for as long as Vista controls at least 50% in voting power of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of a majority in voting power of the outstanding shares of our capital stock and at any time when Vista controls less than 50% in voting power of all outstanding shares of our stock entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our shareholders will require the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class; and

• these provisions establish advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by shareholders at shareholder meetings; provided, however, at any time when Vista controls at least 10% in voting power of our stock entitled to vote generally in the election of directors, such advance notice procedure will not apply to Vista.

We will opt out of Section 203 of the DGCL, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any interested shareholder for a period of three years following the date on which the shareholder became an interested shareholder. However, our certificate of incorporation to be effective at or prior to the consummation of this offering will contain a provision that provides us with protections similar to Section 203, and will prevent us from engaging in a business combination with a person (excluding Vista and any of its direct or indirect transferees and any group as to which such persons are a party) who acquires at least 15% of our common stock for a period of three years from the date such person acquired such common stock, unless board or shareholder approval is obtained prior to the acquisition. See “Description of Capital Stock—Anti-Takeover Provisions.” These provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or negatively affect the trading price of our common stock. In addition, because our Board is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our shareholders to replace current members of our management team.

These and other provisions in our certificate of incorporation, bylaws and Delaware law could make it more difficult for shareholders or potential acquirers to obtain control of our Board or initiate actions that are opposed by our then-current Board, including actions to delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction.

For information regarding these and other provisions, see “Description of Capital Stock.”

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Our certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our shareholders and the federal district courts of the U.S. as the exclusive forum for litigation arising under the Securities Act, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our certificate of incorporation, which we will adopt at or prior to the consummation of this offering, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any claims in state court for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our shareholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (4) any other action asserting a claim against us that is governed by the internal affairs doctrine; provided that for the avoidance of doubt, the forum selection provision that identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action,” will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our certificate of incorporation will also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the U.S. shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder; accordingly, we cannot be certain that a court would enforce such provision. Our certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our certificate of incorporation described above. However, our stockholders will not be deemed to have waived (and cannot waive) compliance with the federal securities laws and the rules and regulations thereunder. See “Description of Capital Stock—Forum Selection.” The forum selection provisions in our certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us. If the enforceability of our forum selection provisions were to be challenged, we may incur additional costs associated with resolving such challenge. While we currently have no basis to expect any such challenge would be successful, if a court were to find our forum selection provisions to be inapplicable or unenforceable with respect to one or more of these specified types of actions or proceedings, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an adverse effect on our business, financial condition, results of operations, cash flows and prospects and result in a diversion of the time and resources of our employees, management and board of directors.

If you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. Based on an assumed initial public offering price of $     per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, you will experience immediate dilution of $     per share, representing the difference between our pro forma as adjusted net tangible book value per share after giving effect to this offering and the initial public offering price. In addition, purchasers of common stock in this offering will have contributed     % of the aggregate price paid by all purchasers of our common stock but will own only approximately     % of our common stock outstanding after this offering. See “Dilution” for more detail.

An active, liquid trading market for our common stock may not develop, which may limit your ability to sell your shares.

Prior to this offering, there was no public market for our common stock. Although we have applied to have our common stock approved for listing on the NYSE under the trading symbol “SLRA”, an active trading market

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for our common stock may never develop or be sustained following this offering. The initial public offering price will be determined by negotiations between us and the underwriters and may not be indicative of market prices of our common stock that will prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our common stock. The market price of our common stock may decline below the initial public offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing additional shares of our common stock or other equity or equity-linked securities and may impair our ability to acquire other companies or technologies by using any such securities as consideration.

In addition, the SPV Loans are secured by a pledge of all of the shares of our common stock held by the SPVs, representing     shares of our common stock ( % of the number of shares of our common stock expected to be outstanding upon completion of this offering, or  % if the underwriters’ option to purchase additional shares of common stock is exercised in full). The terms of the SPV Loans will restrict the SPVs from selling the shares of common stock pledged to secure the SPV Loans unless certain coverage ratios and other conditions under the applicable SPV Loan are met at the time of the sale. As a result, a significant portion of our outstanding common stock may be subject to restrictions on sale in certain circumstances during the term of the SPV Loans (including, for example, if the trading price of our common stock declines substantially), which may also affect the market price of our common stock in the secondary market and the liquidity of our common stock.

Our operating results and stock price may be volatile, and the market price of our common stock after this offering may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our common stock to wide price fluctuations regardless of our operating performance. Our operating results and the trading price of our common stock may fluctuate in response to various factors, including:

• market conditions in our industry or the broader stock market;

• actual or anticipated fluctuations in our quarterly financial and operating results;

• introduction of new solutions or services by us or our competitors;

• issuance of new or changed securities analysts’ reports or recommendations;

• sales, or anticipated sales, of large blocks of our stock;

• additions or departures of key personnel;

• regulatory or political developments;

• litigation and governmental investigations;

• changing economic conditions;

• investors’ perception of us;

• events beyond our control such as weather, war and health crises such as the COVID-19 pandemic; and

• any default on our indebtedness.

These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our common stock to fluctuate substantially. Fluctuations in our quarterly operating

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results could limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the market price and liquidity of our shares of common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

A significant portion of our total outstanding shares of common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock. After this offering, we will have      outstanding shares of common stock based on the number of shares outstanding as of     , 2024. This includes shares of common stock that we are selling in this offering, which may be resold in the public market immediately. Following the consummation of this offering, substantially all of the shares that are not being sold in this offering will be subject to a 180-day lock-up period provided under lock-up agreements executed in connection with this offering described in “Underwriting” and restricted from immediate resale under the federal securities laws as described in “Shares Eligible for Future Sale.” All of these shares of common stock will, however, be able to be resold after the expiration of the lock-up period, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up agreement by the representatives on behalf of the underwriters. We also intend to register shares of common stock that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements. As restrictions on resale end, the market price of our stock could decline if the holders of currently restricted shares of common stock sell them or are perceived by the market as intending to sell them.

In addition, the SPV Loans are secured by a pledge of all of the shares of our common stock held by the SPVs, representing    shares of our common stock ( % of the number of shares of our common stock expected to be outstanding upon completion of this offering, or % if the underwriters’ option to purchase additional shares of common stock is exercised in full). Upon expiration of the 180-day contractual lock-up period described in the “Underwriting” section of this prospectus and prior to maturity of the applicable SPV Loan, the SPVs may, from time to time, sell pledged shares, subject to satisfying certain coverage ratios and other conditions under the applicable SPV Loan which may restrict their ability to sell such shares in certain circumstances (including, for example, if the trading price of our common stock declines substantially). To the extent an SPV Loan is not repaid or refinanced prior to its maturity in approximately 3.5 years, a mandatory prepayment event under such SPV Loan occurs, or an event of default under such SPV Loan otherwise occurs, the principal and the accrued and unpaid interest would become due and payable at that time, which could result in the sale of the pledged shares. In the case of nonpayment at maturity or another event of default, the lenders under the SPV Loans may, in addition to other remedies, exercise their rights to foreclose on and sell or cause the sale of the common stock pledged to secure the applicable SPV Loan. If shares of our common stock are sold by the SPVs or by or on behalf of the lenders, such sales could cause our share price to decline and, depending on the volume of shares sold, result in Vista no longer controlling a majority of our voting stock.

Because we have no current plans to pay regular cash dividends on our common stock following this offering, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We do not anticipate paying any regular cash dividends on our common stock following this offering. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. In addition, our ability to pay dividends is, and may be,

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limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under our Credit Facilities. Therefore, any return on investment in our common stock is solely dependent upon the appreciation of the price of our common stock on the open market, which may not occur. See “Dividend Policy” for more detail.

If securities or industry analysts do not publish research or reports about our business, if they publish unfavorable research or reports, or adversely change their recommendations regarding our common stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

If a trading market for our common stock develops, the trading market will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. As a newly public company, we may be slow to attract research coverage. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research, issue an adverse opinion regarding our stock price or if our results of operations do not meet their expectations, our stock price could decline. Moreover, if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause our stock price or trading volume to decline.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.

Our certificate of incorporation will authorize us to issue one or more series of preferred stock. Our Board will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our shareholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium to the market price, and materially adversely affect the market price and the voting and other rights of the holders of our common stock.

Vista may pursue corporate opportunities independent of us that could present conflicts with our and our shareholders’ interests.

Vista is in the business of making or advising on investments in companies and holds (and may from time to time in the future acquire) interests in or provide advice to businesses that may directly or indirectly compete with our business or be suppliers or clients of ours. For example, while Vista does not currently have other substantial investments or portfolio companies that compete in the investment management industry, they may have in the future. Vista may also pursue acquisitions that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

Our charter provides that none of our officers or directors who are also an officer, director, employee, partner, managing director, principal, independent contractor or other affiliate of Vista will be liable to us or our shareholders for breach of any fiduciary duty by reason of the fact that any such individual pursues or acquires a corporate opportunity for its own account or the account of an affiliate, as applicable, instead of us, directs a corporate opportunity to any other person, instead of us or does not communicate information regarding a corporate opportunity to us.

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FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, including our ability to efficiently and effectively integrate acquisitions, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties, that may cause actual results to differ materially from those that we expected, including:

• current uncertainty in global macroeconomic, including the impact of the current inflationary and interest rate environments, and geopolitical conditions;

• our failure to compete effectively in our industry, which is highly competitive;

• limitations on our growth caused by the time and expense associated with switching from our competitors’ software and services to ours;

• effects on our operating results caused by volatility as a result of exposure to interest rate variability and foreign currency exchange risks;

• our ability to successfully implement our organic growth strategy, a major part of which consists of developing new products and entering into new markets;

• variations in our operating results period to period caused by the cyclical nature of sales, seasonal fluctuations, and changes in the supply of, or price for, raw materials, parts and components used in our products and other factors;

• the fact that our business model is predicated, in part, on maintaining and growing a customer base that will continue to generate a recurring stream of revenue through the sale of software subscriptions and highly re-occurring transactional based-products and services;

• our current and potential strategic decisions and investments to leverage and expand our product and service offerings, including offerings in addition to the automotive sector;

• a potential impairment of our goodwill or other intangible assets;

• affiliates of Vista Equity Partners’ indirect control over us;

• effects on our market share caused by our ability to keep pace with rapid technological change in our industry;

• the significant amount of cash to service our indebtedness;

• our ability to service all of our indebtedness;

• any interruption to our access to information generated by third parties or disruption of services from communication services vendors used in our software, services and solutions;

• potential claims from third parties stating that we or our licensors are infringing, misappropriating or otherwise violating their intellectual property or proprietary rights;

• our ability to protect our intellectual property and property rights;

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• our ability to comply with our obligations with third party software and technology under license or technology agreements;

• our utilization of open source software;

• our ability to protect the confidentiality of our trade secrets and know-how;

• risks associated with our international business activities;

• changes in or violations by us or our customers of applicable government regulations;

• regulatory developments;

• privacy laws, regulations and standards;

• periodic changes in the amount of our income tax provision (benefit);

• the fact that we are subject to taxation in multiple jurisdictions;

• our potential engagement in acquisitions, joint ventures, dispositions or similar transactions;

• potential significant restructuring and severance charges in future periods;

• our dependence on a limited number of key personnel who would be difficult to replace;

• our dependence on our brands;

• potential disruptions of the information technology systems or infrastructure of certain of our third-party vendors and service providers;

• any system failures, delays and other problems;

• potential fraudulent data access and other security breaches of our or our third-party service providers’ information systems, or the potential failure to maintain the security of proprietary, personal, sensitive or confidential information;

• current or future legal proceedings brought against us;

• our ability to obtain capital when desired on favorable terms; and

• other factors disclosed in the section entitled “Risk Factors” and elsewhere in this prospectus.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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USE OF PROCEEDS

We estimate, based upon an assumed initial public offering price of $     per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), we will receive net proceeds from this offering of approximately $     million (or $     million if the underwriters exercise their option to purchase additional shares of common stock in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use such net proceeds (i) to repay $     million of our outstanding indebtedness under the First Lien Term Loan Facility, under which $5.2 billion was outstanding and which had an interest rate of 9.5% as of March 31, 2024, (ii) to repay $    million of outstanding capitalized accrued and unpaid interest under the Second Lien Term Loan Facility, under which $2.7 billion was outstanding and which had an interest rate of 15.4% as of March 31, 2024, (iii) to repay $    million of outstanding indebtedness under the Revolving Credit Facility, under which $356.0 million was outstanding and which had an interest rate of 9.1% as of March 31, 2024, (iv) to repay $    million of the Related Party Note (as defined herein), under which $94.8 million was outstanding and which had an interest rate of 7.4% as of March 31, 2024, (v) for general corporate purposes, and (vi) to pay expenses incurred in connection with this offering and the other Organizational Transactions. To the extent the underwriters exercise the option to purchase additional shares of common stock in full, such proceeds will be used to repay additional outstanding indebtedness.

Borrowings under the First Lien Term Loan Facility (other than borrowings denominated in British pounds sterling) bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) a base rate equal to (x) for borrowings denominated in U.S. dollars, the highest of (i) the rate of interest quoted in the print edition of the Wall Street Journal as the prime rate in effect on such day, (ii) the federal funds effective rate in effect on such day plus 0.50% and (iii) the sum of (a) adjusted SOFR plus a credit spread adjustment of 0.11448% (after giving effect to any applicable adjusted rate “floor” for such tranche of loan) that would be payable on such day for such a benchmark rate loan of the same tranche with a one-month interest period plus (b) 1.00% and (y) for borrowings denominated in Euros, adjusted EURIBOR (after giving effect to any applicable adjusted rate “floor” for such tranche of loan) that would be payable on such day for such a benchmark rate loan of the same tranche with a one-month interest period or (2) (i) with respect to our seven-year senior secured first lien term loans in an aggregate principal amount of $3,380.0 million, €1,200.0 million and £300.0 million (the “First Lien Term Loans”) denominated in Euros, an adjusted eurocurrency rate that is subject to a 0.00% interest rate floor and (ii) with respect to First Lien Term Loans denominated in U.S. dollars, term SOFR plus a credit spread adjustment of 0.11448% if such First Lien Term Loan is under a one month interest period, 0.26161% if such First Lien Term Loan is under a three month interest period and 0.42826% if such First Lien Term Loan is under a sixth month interest period, in each case, subject to a 0.50% interest rate floor.

First Lien Term Loans denominated in British pounds sterling bear interest at a rate equal to an applicable margin plus a rate equal to the sterling overnight index average published by the Bank of England, subject to an interest rate floor of 0.00%. The applicable margin is (w) with respect to First Lien Term Loans denominated in U.S. dollars, (i) that bear interest with respect to SOFR, 4.00% and (ii) that bear interest with respect to the base rate, 3.00%, in each case subject to one 25 basis points step-down if our most recent First Lien Leverage Ratio is less than 4.50 to 1.00, (x) with respect to First Lien Term Loans denominated in Euros, (i) that bear interest with respect to a eurocurrency rate, 4.00% and (ii) that bear interest with respect to the base rate, 3.00%, in each case subject to one 25 basis points step-down if our most recent First Lien Leverage Ratio is less than 4.50 to 1.00, (y) with respect to First Lien Term Loans denominated in British pounds sterling, 5.25%, subject to a 25 basis points step-down if our most recent First Lien Leverage Ratio is less than 4.50 to 1.00.

The interest rate on the First Lien Term Loan Facility was 9.5% per annum as of March 31, 2024. The maturity date of the First Lien Term Loan Facility is June 2, 2028.

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Borrowings under the Second Lien Term Loan Facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) a base rate equal to the highest of (i) the rate of interest quoted in the print edition of the Wall Street Journal as the prime rate in effect on such day, (ii) the federal funds effective rate in effect on such day plus 0.50% and (iii) the sum of (a) the adjusted SOFR plus a credit spread adjustment of 0.10% (after giving effect to the 1.00% interest rate floor) that would be payable on such day for such SOFR loan of the same tranche with a one-month interest period plus (b) 1.00% or (2) term SOFR plus a credit spread adjustment of 0.10%, subject to a 1.00% interest rate floor.

The applicable margin is (y) with respect to Second Lien Term Loans held by participating lenders under the third amendment to the Second Lien Credit Agreement, (i) that bear interest with respect to SOFR, 9.25% during the PIK Period (which may be payable in kind during the PIK Period) and 9.00% after the expiration of the PIK Period and (ii) that bear interest with respect to the base rate, 8.25% during the PIK Period (and payable in kind during the PIK Period) and 8.00% after the expiration of the PIK Period and (z) with respect to Second Lien Term Loans held by lenders that did not participate in the third amendment to Second Lien Credit Agreement, (i) that bear interest with respect to SOFR, 8.00% and (ii) that bear interest with respect to the base rate, 7.00%.

The interest rate on the Second Lien Term Loan Facility was 15.4% per annum as of March 31, 2024. The maturity date of the Second Lien Term Loan Facility is June 4, 2029.

As of March 31, 2024, the interest rate for the Revolving Credit Facility was 9.1% per annum. As of March 31, 2024, the Company has drawn $356.0 million on the Revolving Credit Facility. The maturity date of the Revolving Credit Facility is June 4, 2026.

An affiliate of Goldman Sachs & Co. LLC acts as administrative agent and lender under the Revolving Credit Facility and the First Lien Term Loan Facility, and affiliates of each of Morgan Stanley & Co. LLC and Jefferies LLC are also lenders thereunder. In addition, affiliates of certain of the other underwriters are lenders under the Revolving Credit Facility, the First Lien Term Loan Facility and/or the Second Lien Term Loan Facility. As a result, such affiliates will receive a portion of the net proceeds of this offering used to repay outstanding loans under such facilities. See “Underwriting.”

On November 18, 2021, Solera Global Holding Corp. borrowed a principal amount of $83.4 million from VEPF V Polaris Aggregator, L.P., an affiliate of Vista, pursuant to a promissory note (the “Related Party Note”). Interest on the Related Party Note accrues at a rate per annum approximately equal to SOFR plus a margin of 2.40%, payable on the applicable interest payment date, and to the extent interest is not paid in cash, such interest shall be paid-in-kind and added to the principal amount of the Related Party Note. Following the second amendment and restatement, the maturity date was extended to April 9, 2025. See “Certain Relationships and Related Party Transactions—Related Party Note” for more details with respect to the Related Party Note.

Pending use of the net proceeds from this offering described above, we may invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

Assuming no exercise of the underwriters’ option to purchase additional shares of common stock, each $1.00 increase or decrease in the assumed initial public offering price of $     per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $     million, assuming the number of shares of common stock offered, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each 1,000,000 increase or decrease in the number of shares of common stock offered in this offering would increase or decrease the net proceeds to us from this offering by approximately $     million, assuming that the initial public offering price per share for the offering remains at $     (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to repay indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Additionally, because we are a holding company, our ability to pay dividends on our common stock may be limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, including our First Lien Credit Agreement, and will depend on our results of operations, financial condition, capital requirements and other factors that our Board deems relevant.

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CAPITALIZATION

The following table describes our cash and consolidated capitalization as of March 31, 2024:

• of Solera Global Corp. on an actual basis;

• of Solera Corp. on a pro forma basis, after giving effect to the Organizational Transactions other than this offering; and

• of Solera Corp. on a pro forma as adjusted basis, after giving effect to the Organizational Transactions and our sale of      shares of common stock in this offering at an assumed initial public offering price of $     per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us (assuming no exercise of the underwriters’ option to purchase additional shares of common stock) and the application of the net proceeds of the offering as set forth in “Use of Proceeds.”

You should read this table in conjunction with the consolidated financial statements and the related notes, “Use of Proceeds,” “Organizational Structure,” “Unaudited Pro Forma Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	As of March 31, 2024 (Dollars in thousands, except share amounts and per share data)
	Actual Solera Global Corp			Pro Forma for the Organizational Transactions (other than the offering)		Pro Forma As Adjusted for the Organizational Transactions (including the offering)
Cash and cash equivalents	$	163,472		$		$
Indebtedness:
First lien term loan facility (1)	$	5,563,333		$		$
Second lien term loan facility		2,636,833
Related party note		94,848
Total debt		8,295,014
Mezzanine equity:
Redeemable noncontrolling interest (2)		142,857
Stockholders’ equity (deficit):
Class A common stock of Solera Global Corp., $0.0001 par value per share, 1,500 million shares authorized; 2,578,521 issued and outstanding at March 31, 2024, on an actual basis; no shares authorized, issued or outstanding on a pro forma or pro forma as adjusted basis		—
Class V common stock of Solera Global Corp., $0.0001 par value per share, 150 million shares authorized; no shares issued and outstanding as of March 31, 2024; no shares authorized, issued or outstanding on a pro forma or pro forma as adjusted basis		—
Common stock of Solera Corp., $0.0001 par value per share, no shares authorized, issued or outstanding as of March 31, 2024; 1,500 million shares authorized,     shares issued and outstanding, on a pro forma basis; 1,500 million shares authorized,     shares issued and outstanding, on a pro forma as adjusted basis		—
Additional paid-in capital		3,061,332
Accumulated deficit		(3,540,308	)
Accumulated other comprehensive loss		(243,165	)
Total stockholders’ equity (deficit) attributable to common stockholders		(722,141	)
Non-controlling interests		219,076
Total capitalization	$	7,934,806		$		$

(1) Included in the First Lien Credit Facility is a $500.0 million Revolving Credit Facility of which $356.0 million was outstanding as of March 31, 2024 (including $16.3 million of outstanding letters of credit). As of March 31, 2024 we had up to an additional $127.7 million available for borrowing under our

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Revolving Credit Facility, subject to certain limitations. This balance also reflects the aggregate principal amount of $300.0 million in Incremental First Lien Term Loans and $100.0 million aggregate principal amount of Revolving Loans incurred in connection with the Spireon Acquisition in March 2022. As of May 31, 2024, we had up to an additional $26.2 million available for borrowing under the Revolving Credit Facility, subject to certain limitations.

(2) For more information on our redeemable non-controlling interest, refer to Note 7 “Mezzanine Equity” to the accompanying consolidated financial statements.

A $1.00 increase or decrease in the assumed initial public offering price of $     per share (which is the midpoint of the estimated price range set forth on the cover page of this prospectus) would increase or decrease each of cash, total shareholders’ equity and total capitalization on a pro forma basis by approximately $     million, assuming the number of shares of common stock offered, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each 1,000,000 increase or decrease in the number of shares of common stock offered in this offering would increase or decrease each of cash, total shareholders’ equity and total capitalization on a pro forma basis by approximately $     million, based on an assumed initial public offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The number of shares of common stock to be outstanding after the completion of this offering excludes (i)    , subject to vesting, issued to certain of our executive officers and certain other employees, with a weighted average participation threshold of $    per unit (see “Executive Compensation—2024 Omnibus Incentive Plan” for a discussion of the participation thresholds), (ii)     shares of common stock reserved for issuance under the Solera Corp. 2024 Omnibus Incentive Plan, including: (A)     that we will issue to certain employees in connection with the completion of this offering and (B)     that we will issue to certain of our independent directors upon completion of this offering and that vest on the first anniversary of the grant date and (iii)      shares of common stock reserved for issuance under the ESPP.

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DILUTION

Dilution results from the fact that the initial public offering price per share of the common stock is substantially in excess of the pro forma as adjusted net tangible book value per share of common stock after this offering. Net tangible book value (deficit) per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding. If you invest in our common stock, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after this offering.

Pro forma as adjusted net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of common stock, after giving effect to the Organizational Transactions and the sale of      shares of common stock in this offering at the assumed initial public offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus. Our pro forma as adjusted net tangible book value (deficit) as of     , 2024 was $      million, or $     per share of common stock. This represents an immediate dilution to new investors in this offering of $     per share. We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of common stock. The following table illustrates this dilution:

Assumed initial public offering price per share			$
Historical net tangible book value per share as of     , 2024
Pro forma net tangible book value (deficit) per share as of     , 2024 before this offering(1)	$
Increase in net tangible book value per share attributable to the investors in this offering	$
Pro forma as adjusted net tangible book value (deficit) per share after this offering			$
Dilution in net tangible book value per share to the investors in this offering			$

(1) The computation of pro forma as adjusted net tangible book value per share as of    , 2024 before this offering is set forth below:

(in thousands, except per share data)
Book value of tangible assets	$
Less: total liabilities	$
Pro forma as adjusted net tangible book value(a)	$
Shares of common stock outstanding(a)
Pro forma as adjusted net tangible book value per share	$

(a) Gives pro forma effect to the Organizational Transactions (but does not reflect this offering).

A $1.00 increase or decrease in the assumed initial public offering price of $     per share, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, would increase or decrease pro forma as adjusted net tangible book value by $     million, or $     per share, and would increase or decrease the dilution per share to the investors in this offering by $     based on the assumptions set forth above.

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The following table summarizes as of     , 2024, after giving effect to the Organizational Transactions and this offering, the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid by the purchasers in this offering, based upon an assumed initial public offering price of $     per share (which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) and before deducting estimated underwriting discounts and commissions and offering expenses:

	Shares of Common Stock Purchased					Total Consideration
	Number		Percent			Amount		Percent			Average Price Per Share
Existing owners					%	$				%	$
Investors in this offering
Total				100	%	$			100	%	$

The discussion and tables above assumes no exercise of the underwriters’ option to purchase additional shares of common stock. If the underwriters’ option to purchase additional shares of common stock is exercised in full, the investors in this offering would own approximately      % of the total number of shares of our common stock outstanding after this offering. If the underwriters exercise their option to purchase additional shares of common stock in full, the pro forma as adjusted net tangible book value (deficit) per share after this offering would be $     per share, and the dilution in the pro forma as adjusted net tangible book value (deficit) per share to the investors in this offering would be $     per share.

The tables and calculations above are based on the number of shares of common stock outstanding as of     , 2024 (after giving effect to the Organizational Transactions and this offering). To the extent that any new options or other equity incentive grants are issued in the future with an exercise price or purchase price below the initial public offering price, new investors will experience further dilution.

We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent additional capital is raised through the sale of equity or equity-linked securities, the issuance of these securities could result in further dilution to our shareholders.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma condensed and consolidated statement of loss for our 2024 fiscal year and the unaudited pro forma condensed and consolidated balance sheet as of March 31, 2024 present our financial position and results of operations after giving pro forma effect to:

(1) The Organizational Transactions described under “Organizational Structure,” and the consummation of this offering and the use of the net proceeds therefrom and related transactions, as described in “Use of Proceeds;” and

(2) A provision for corporate income taxes on the income of Omnitracs allocable to Solera Corp., inclusive of all U.S. federal, state, local, and foreign income taxes.

Pro forma adjustments made for items (1) and (2) above are presented as if the transactions occurred on March 31, 2024 for the unaudited pro forma condensed and consolidated balance sheet and on April 1, 2023 for the unaudited pro forma condensed and consolidated statement of loss for our 2024 fiscal year.

Our unaudited pro forma condensed and consolidated statement of loss for our 2024 fiscal year has been derived from the consolidated financial statements of Solera Global Corp. and its subsidiaries after applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed and consolidated financial statements. Our unaudited pro forma condensed and consolidated balance sheet as of March 31, 2024 is derived from consolidated financial statements of Solera Global Corp. and its subsidiaries.

The unaudited pro forma financial information has been prepared on the basis that we will be taxed as a corporation for U.S. federal and state income tax purposes and, accordingly, will be a taxpaying entity subject to U.S. federal, state and foreign income taxes. The unaudited pro forma financial information was prepared in accordance with Article 11 of SEC Regulation S-X. See the accompanying notes to the unaudited pro forma financial information for a discussion of assumptions made.

The unaudited pro forma financial information has been prepared for illustrative purposes only and is not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated above or that could be achieved in the future. Future results may vary significantly from the results reflected in the unaudited pro forma statements of loss and should not be relied on as an indication of our results after the consummation of this offering and the other transactions contemplated by such unaudited pro forma financial information. However, our management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial information.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, costs to comply with the reporting requirements of the SEC, transfer agent fees, hiring of additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

For purposes of the unaudited pro forma condensed and consolidated financial information, we have assumed that we will issue      shares of common stock at a price per share equal to $    , the midpoint of the estimated public offering price range set forth on the cover of this prospectus. The net proceeds from the sale of the shares of common stock in this offering will be used as described in the section entitled “Use of Proceeds.” Except as otherwise indicated, the unaudited pro forma financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of common stock.

The unaudited pro forma financial information should be read together with “Organizational Structure,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements of Solera Global Corp. and subsidiaries and related notes thereto included elsewhere in this prospectus.

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Solera Corp.

UNAUDITED PRO FORMA CONDENSED AND CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2024

(In thousands except share and per share data)

	Solera Global Corp. Consolidated Company		Transaction Accounting Adjustments - Organization (Note 2)					Transaction Accounting Adjustments - Offering (Note 2)					Solera Corp. Pro forma as Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	163,472	$					$			(AA	)	$
											(CC	)
Accounts receivable, net		413,499
Other receivables, net		27,315
Prepaid assets		86,421									(BB	)
Other current assets		204,416
Total current assets		895,123
Property and equipment, net		108,870
Goodwill		6,608,067
Intangible assets, net		1,489,877
Other noncurrent receivables, net		15,256
Other noncurrent assets		209,842
Deferred income tax assets		68,814
Total assets	$	9,395,849	$					$					$
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	216,294	$					$					$
Accrued expenses and other current liabilities		470,699									(BB	)
											(CC	)
Deferred revenue		254,592
Income taxes payable		44,515
Current portion of long-term debt		53,555
Current operating lease liabilities		14,282
Total current liabilities		1,053,937
Long-term debt, net		8,088,603				(FF	)				(CC	)
						(HH	)				(DD	)
Operating lease liabilities, net of current portion		36,576
Related party note		94,848									(CC	)
Other noncurrent liabilities		326,652
Deferred income tax liabilities		155,441
Total liabilities	$	9,756,057	$					$					$
Commitments and contingencies
Mezzanine equity:
Redeemable noncontrolling interest		142,857
Total mezzanine equity		142,857

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	Solera Global Corp. Consolidated Company			Transaction Accounting Adjustments - Organization (Note 2)				Transaction Accounting Adjustments - Offering (Note 2)				Solera Corp. Pro forma as Adjusted
Stockholders’ equity (deficit):
Common stock, par value $0.0001 per share		—				(GG	)			(AA	)
Class A common stock, par value $0.0001 per share		—
Class V common stock, par value $0.0001 per share		—
Additional paid-in-capital		3,061,332				(FF	)			(AA	)
						(GG	)			(BB	)
										(EE	)
Accumulated deficit		(3,540,308	)			(HH	)			(EE	)
										(DD	)
Accumulated other comprehensive loss		(243,165	)			(GG	)
Total stockholders’ equity (deficit) attributable to common stockholders		(722,141	)
Noncontrolling interests		219,076				(GG	)
Total stockholders’ equity (deficit)		(503,065	)
Total liabilities, mezzanine equity, and stockholders’ equity (deficit)	$	9,395,849		$				$				$

See accompanying Notes to Unaudited Pro Forma Condensed and Consolidated Financial Information

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Solera Corp.

UNAUDITED PRO FORMA CONDENSED AND CONSOLIDATED STATEMENT OF LOSS

FOR THE YEAR ENDED MARCH 31, 2024

(In thousands except share and per share data)

	Solera Global Corp. Consolidated Company			Transaction Accounting Adjustments – Organization (Note 3)				Transaction Accounting Adjustments – Offering (Note 3)				Solera Corp. Pro Forma as Adjusted
Revenues	$	2,444,150		$				$				$
OPERATING EXPENSES:
Cost of revenues, excluding depreciation and amortization		967,934
Selling, general and administrative, excluding depreciation and amortization		465,099								(A	)
Acquisition and related costs		11,809
Depreciation and amortization		398,812
Asset impairment charges		3,698
Restructuring charges and other costs associated with exit and disposal activities		5,117
Total operating expenses		1,852,469
Operating income (loss)		591,681
Other expense (income), net		7,300				(G	)
Interest expense, net		938,473				(E	)			(B	)
										(C	)
Loss before income taxes		(354,092	)
Income tax provision (benefit)		132,177				(H	)			(D	)
Net loss		(486,269	)
Net loss attributable to noncontrolling interests		(14,697	)			(F	)
Net income (loss) attributable to Solera Corp	$	(471,572	)	$				$				$
Net loss per share (Note 4)
Basic and Diluted	$	(182.92	)
Shares used in computing earnings per share
Basic and Diluted		2,578,006

See accompanying Notes to Unaudited Pro Forma Condensed and Consolidated Financial Information

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NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

Note 1: Description of the Organizational Transactions

Solera Corp., the issuer in this offering, was formed on June 20, 2024 as a Delaware corporation to facilitate the Organizational Transactions and has no assets and will have no operations prior to the consummation of this offering other than those incident to its formation and the preparation of this prospectus and the registration statement of which this prospectus forms a part. Upon consummation of this offering, Solera Corp. will be a holding company and its sole asset will be direct and indirect equity interests in its subsidiaries, including Solera Global Corp. Solera Corp. will have no interest in any operations other than those of its consolidated subsidiaries. In connection with the Organizational Transactions described above, Solera Corp., directly or indirectly, will acquire 100% of Omnitracs’ outstanding common units and 100% of Solera Global Corp.’s equity interests. Solera Corp., upon consummation of this offering and the application of the proceeds therefrom, will continue to be a holding company, and its sole asset will be direct and indirect equity interests in its subsidiaries, including Solera Global Corp.

Solera Corp. will use all of the net proceeds from this offering of our common stock to repay $     million of our outstanding indebtedness under the First Lien Term Loan Facility, under which $5.2 billion was outstanding and which had an interest rate of 9.5% as of March 31, 2024, to repay $     million of capitalized accrued and unpaid interest under our outstanding indebtedness under the Second Lien Term Loan Facility, which had an interest rate of 15.4% as of March 31, 2024 (our Second Lien Term Facility will be extinguished on account of the Equity Contribution substantially concurrently with the consummation of this offering), to repay $     million of outstanding indebtedness under the Revolving Credit Facility, under which $356.0 million was outstanding and which had an interest rate of 9.1% as of March 31, 2024, to repay $     million of indebtedness under the Related Party Loan, under which $94.8 million was outstanding and which had an interest rate of 7.4% as of March 31, 2024, for general corporate purposes, and to pay expenses incurred in connection with this offering and the other Organizational Transactions. To the extent the underwriters exercise the option to purchase additional shares of common stock in full, such proceeds will be used to repay additional outstanding indebtedness.

For a description of the Organizational Transactions and this offering, refer to the section entitled “Organizational Structure.”

Note 2: Adjustments to Unaudited Pro Forma Condensed and Consolidated Balance Sheet as of March 31, 2024 are as follows:

Adjustments related to the Offering

(AA) Represents the net proceeds of approximately $     million based on an assumed initial public offering price of $     per share, which is the midpoint of the estimated offering price range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(BB) We are deferring certain costs associated with this offering. These costs primarily represent legal, accounting and other costs directly associated with this offering and are recorded in current assets in our consolidated balance sheet. Upon completion of this offering, these deferred costs will be charged against the proceeds from this offering with a corresponding reduction to additional paid-in capital. There were initially $1.0 million of deferred offering costs recorded in prepaid assets as of March 31, 2024, and $     million of additional deferred offering costs that the company expects to incur prior to this offering which were recorded to accrued expenses and other current liabilities with a corresponding reduction to additional paid-in capital.

(CC) Reflects use of proceeds from this offering to repay $     million of indebtedness under the First Lien Term Loan Facility, under which $5.2 billion was outstanding and which had an interest rate of 9.5% as of March 31, 2024, repay $    million of capitalized accrued and unpaid interest under the Second Lien Term Loan Facility, under which $2.7 billion was outstanding and which had an interest rate of 15.4% as of March 31, 2024, repay $     million of outstanding

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indebtedness under the Revolving Credit Facility, under which $356.0 million was outstanding and which had an interest rate of 9.1% as of March 31, 2024, and repay $     million of indebtedness under the Related Party Loan, under which $94.8 million was outstanding and which had an interest rate of 7.4% as of March 31, 2024.

(DD) Reflects derecognition of debt discount and deferred debt issuance cost in connection with the use of proceeds from this offering to partially extinguish indebtedness under the First Lien Term Loan Facility.

(EE) Reflects the impact of certain share-based compensation awards with performance conditions fulfilled upon completion of this offering.

Adjustments related to the other Organizational Transactions

(FF) Reflects the impact of the Equity Contribution, which shall result in the extinguishment of $     million of our outstanding indebtedness under the Second Lien Term Loan Facility, under which $2.7 billion was outstanding and which had an interest rate of 15.4% as of March 31, 2024.

(GG) Reflects the exchange of equity interests held by investors in Omnitracs for common stock of Solera Corp. and the exchange of equity interests held by investors in Solera Global Corp. for common stock of Solera Corp.

(HH) Reflects derecognition of debt discount and deferred debt issuance cost in connection with the extinguishment of indebtedness under the Second Lien Term Loan Facility.

Note 3: Adjustments to Unaudited Pro Forma Statement of Loss for the 2024 fiscal year are as follows:

Adjustments related to the Offering

(A) Reflects the impact of additional compensation expense recognized as a result of certain share-based compensation awards with performance conditions becoming probable of vesting in connection with completion of the offering. Additional share-based compensation charges of $     million are reflected for the 2024 fiscal year.

(B) Reflects reduction in interest expense associated with (i) the use of proceeds from the offering to partially repay $     million and $     million of indebtedness from the First Lien Term Loan Facility and the Revolving Credit Facility, respectively, and (ii) the use of proceeds of this offering to repay in full $     million of indebtedness under the Related Party Loan. Reduction of interest expense was $     million for the 2024 fiscal year.

(C) Reflects write-off of debt discount and deferred debt issuance costs of $     million in connection with the partial repayment of indebtedness from the First Lien Term Loan Facility with proceeds of the offering.

(D) We have determined it is not more-likely-than not that the U.S. federal and state tax benefits associated with deferred tax assets arising from the Offering would be realized. As a result, the unaudited pro forma condensed and consolidated statement of loss does not reflect an adjustment for the tax impact of these adjustments.

Adjustments related to the other Organizational Transactions

(E) Reflects reduction in interest expense resulting from the extinguishment of $     million of indebtedness under the Second Lien Term Loan Facility on account of the Equity Contribution. Reduction of interest expense was $     million for the 2024 fiscal year.

(F) Reflects reduction in net loss attributable to noncontrolling interests in connection with the exchange of equity interests in Omnitracs for common stock of Solera Corp.

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(G) Reflects loss on extinguishment of indebtedness under the Second Lien Term Loan Facility on account of the Equity Contribution. Loss is equivalent to $   million in unamortized debt discount and deferred debt issuance costs.

(H) We have determined it is not more-likely-than not that the U.S. federal and state tax benefits associated with deferred tax assets arising from the other Organizational Transactions would be realized. As a result, the unaudited pro forma condensed and consolidated statement of loss does not reflect an adjustment for the tax impact of these adjustments.

Note 4: EPS

The weighted average number of shares underlying the basic loss per share calculation reflects only the shares of common stock outstanding after the offering. Pro forma diluted loss per share is computed by adjusting the weighted average shares of common stock outstanding to give effect to potentially dilutive securities that qualify as participating securities using the treasury stock method, as applicable. However, as Solera Global Corp. is in a net loss position, all securities are considered antidilutive, as they would only further reduce the net loss per share.

The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted loss per share.

	For the Year Ended March 31, 2024
Loss per share of common stock
Numerator:
Pro forma as adjusted net loss attributable to Solera Global Corp. shareholders (basic and diluted)	$
Denominator:
Historical weighted average of shares of common stock outstanding (basic and diluted)
Adjustment: Exchange of equity interests held by investors in Omnitracs for common stock of Solera Corp.
Adjustment: Exchange of equity interests held by investors in Solera Global Corp. for common stock of Solera Corp.
Adjustment: Additional shares issued in connection with this offering
Pro forma as adjusted weighted average of shares of common stock outstanding (basic and diluted)
Basic and diluted loss per share of common stock	$

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations should be read together with Solera Global Corp.’s audited financial statements and the notes to those statements, which include the operating results for Solera and DealerSocket on a consolidated basis for our 2024, 2023 and 2022 fiscal years and the section entitled “Unaudited Pro Forma Financial Statements.” Omnitracs and Spireon operating results are included in the operating results for our full fiscal year ended March 31, 2024, March 31, 2023 and for the fiscal year ended March 31, 2022 from the dates of acquisition, June 4, 2021, and March 1, 2022, respectively. This discussion and analysis reflects historical results of operations and financial position, and, except as otherwise indicated below, does not give effect to the Organizational Transactions, including the completion of this offering. See “Organizational Structure.” References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to the “Company,” “we,” us” and “our” refer to Solera Corp. and its consolidated subsidiaries.

All percentage amounts and ratios were calculated using the underlying data in thousands. The operating results presented within this section are not necessarily indicative of results that may be expected for any future period. We describe the effects on our results that are attributed to the change in foreign currency exchange rates by measuring the incremental difference between translating the current and prior period results at the average rates for the same period from the prior year. This discussion and analysis contains forward-looking statements regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements that are based on management’s current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in the sections entitled “Risk Factors” and “Forward Looking Statements.” In addition, we regularly review the following Non-GAAP measures when assessing our performance: Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Constant Currency items. See “Key Performance Indicators and Non-GAAP Financial Measures” for more information.

Overview

We are the leading global provider of SaaS solutions to the vehicle lifecycle ecosystem, providing asset intelligence that accelerates business success for our customers. We have achieved our leadership position through decades of solving mission critical business challenges and we believe we are the premiere platform in automotive vertical software. We combine AI-powered software, proprietary datasets, and machine learning to help automate business-critical workflows including claims processing, vehicle diagnostics and parts services, dealer management, and commercial fleet management. Our SaaS solutions are delivered through our four platforms: Vehicle Claims, Vehicle Repair, Vehicle Solutions, and Fleet Solutions.

We efficiently reach our customers through our proven direct go-to-market strategies, consisting of a combination of (i) global accounts teams, who are focused on large global organizations with deep rooted strategic engagement, (ii) local in-country field sales teams, who are focused on country specific enterprise customers, and (iii) inside sales teams, who are focused on independent rooftops and small organizations. These sales teams are supported by integrated and highly collaborative account management specialists that drive retention and cross-selling, and sales operations teams who help us achieve an effective performance management system.

Our business model is explicitly designed and engineered to integrate with a wide range of customers operating in diverse industries. We believe this is a point of differentiation for us and enables us to accommodate and work with customers regardless of size, profile, or geographic market. As of November 2023, we had over 280,000 customers in more than 120 countries across six continents, including P&C insurers, repair facilities, OEMs, parts suppliers, dealerships, and fleet operators.

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Our Revenue Model

We primarily derive revenue from software subscriptions and our offering of transaction related solutions. The business-critical nature and deep integration of our software and data offering into our customers’ internal systems and operating workflows has historically translated to a substantial portion of our revenues that are recurring in nature because the revenues are either subscription-based or highly re-occurring transaction-based.

For our 2024 fiscal year, 90% of our total revenues were recurring. These revenues consist of both software-subscription and transaction-related fees.

• Software subscription revenue. Our software subscription revenue is comprised of maintenance and licensing fees that are based on a fixed monthly or annual rate per user charged to our customers. We earn fees for: (i) fixed monthly amount for a prescribed number of transactions; (ii) fixed monthly subscription rate; and (iii) price per set of services rendered.

• Transaction-related revenue. Our transaction-related revenue is comprised of transaction fees on a fixed or variable rate per transaction. We earn transaction-related fees for transactions such as vehicle claims, vehicle repairs, and vehicle validations. We earn implementation and project-related fees for (i) customization, (ii) upgrades and (iii) featurization, in each instance tailored to the specific customer.

Additionally, much of our revenue is visible and predictable from our existing customers. We expand within our existing customer base by adding more users, increasing transactions per customer, launching additional products, and through pricing and packaging our services.

We believe the depth and breadth of our solutions help our customers manage their business more efficiently and profitably. This enables us to develop long-standing relationships with our customers, which in turn drives strong retention and significant cross-selling opportunities. As of the end of our 2024 fiscal year, our average tenure with our top 50 largest customers by revenue was more than 15 years, and with our top 10 largest customers by revenue was more than 20 years. This includes customer relationships that are multiple decades long.

While we continue to invest in product innovation and data analytics, our business requires minimal incremental capital expenditures and working capital to support additional revenue within our existing business lines.

Key Factors Affecting Our Performance

The following are key factors that affect our operating results and financial performance:

Investments in Technology and Development. We make significant investments in both new solutions and enhancements to our existing solutions. We have a proven track record of expanding our market leadership by adding new technology solutions that we can offer to new and existing customers. We will continue to adopt new technologies and invest in the development of more features and functionality to deliver value to our customers. While we expect our expenses related to technology and development to increase, we believe these investments will contribute to long-term growth and profitability.

Expansion of Our Relationships with Existing Customers. Our revenue grows as we address the evolving needs of our existing customers and, as such, customers increase usage of our platforms. As they realize the benefits of our solutions, our customers often increase the volume and types of transactions processed on our platforms. Much of our growth in existing customers results from wallet share expansion in the form of enhanced pricing or the introduction of new solutions and services into new geographies for existing customers. The expansion of our relationships with existing customers has been instrumental in growing our customer base to over 280,000 as of November 2023.

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Acquisition of New Customers Globally. Sustaining our growth requires continued adoption of our solutions, services, and data by new customers. We will continue to invest in our go-to-market strategies as we further penetrate our addressable markets to acquire new customers globally. We are focused on the effectiveness of sales and marketing spending and will continue to be strategic in maintaining efficient customer acquisition costs, including adjusting spending levels as needed in response to changes in the economic environment and the industry.

Expansion into New Markets. We have a proven ability to both expand into new geographic markets and introduce new products into markets where we have an existing footprint. Our financial performance depends in large part on the overall demand for our solutions, services and data. When introducing new solutions to existing customers in new geographies, we are able to leverage established distribution networks and customer relationships to more efficiently scale our solutions.

Strategic Acquisitions. From time to time, we may pursue acquisitions as part of our ongoing strategy to increase our growth and add to our addressable market. While these acquisitions are intended to add long-term value, in the short term they may add redundant operating expenses or additional carrying costs until the underlying value is unlocked. Our ability to successfully pursue strategic acquisitions depends upon a number of factors, including sustained execution of a disciplined and selective acquisition strategy and our ability to effectively integrate targeted companies or assets into our model and grow our business.

Seasonality. Our business is subject to seasonal and other fluctuations. In particular, we have historically experienced higher revenues during the third quarter and fourth quarter versus the first quarter and second quarter during each fiscal year. This seasonality is caused primarily by more days of inclement weather during the third and fourth quarters in most of our markets, which contributes to a greater number of vehicle accidents and damage during these periods. Our business is subject to fluctuations caused by other factors, including the occurrence of extraordinary weather events and the timing of certain public holidays.

Factors Affecting Comparability of Our Operating Results

Below is a summary description of several factors that have or may have an effect on the comparability of our operating results between periods.

Our Acquisitions

With over 50 completed acquisitions since 2006 and nearly $8 billion of capital deployed on acquisitions since 2011, we have a long and successful track record of acquiring businesses to drive geographic expansion and bolster our technology.

On June 4, 2021, we acquired Omnitracs. The aggregate purchase consideration in connection with the closing of the Omnitracs Acquisition was $975.1 million, comprised of 119,281 common shares of Solera Global Corp. exchanged with a fair value of $2,524 per common share and 7.8% equity interest in Solera, LLC and DealerSocket LLC, which hold the operations of Solera and Omnitracs, respectively. Additionally, immediately following the closing of the acquisition, we repaid $1.1 billion of debt on acquiree’s behalf. Omnitracs has been reflected in the results shown for our 2022 fiscal year from the date of acquisition, June 4, 2021, and for our full 2024 and 2023 fiscal years.

On March 1, 2022, the Company acquired all outstanding shares of Spireon Holdings, Inc. and Spireon-ATS Holdings, Inc. (collectively, the “Spireon Acquisition”) from Spireon Holdings, L.P. for $776.3 million, which consisted of $393.2 million paid in cash at closing, a deferred cash payment of $125.0 million, 24,221.57 Class A Units of Omnitracs’ equity interest representing fair value consideration of $212.5 million, and a series of potential earn-out payments if certain revenue and profitability metrics are met. The fair value of the earn-out payments provide for approximately $38.0 million in additional payments, of which $19.0 million was paid in the first quarter of our 2024 fiscal year and the remaining $19.0 million is payable in the first quarter of our 2025 fiscal year. Spireon has been reflected in the results shown for our 2022 fiscal year from the date of acquisition, and for our full 2024 and 2023 fiscal years.

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Refinancing Transactions and Variable Rate Indebtedness

On June 4, 2021 (the “Refinancing Date”), we refinanced $4.6 billion of our existing indebtedness. The impact of refinancing fees and a conversion from fixed rate indebtedness to variable rate indebtedness impacts the comparability of our results for the periods presented. In connection with the refinancing, we entered into (1) the First Lien Credit Agreement, which provides for the First Lien Term Loans in an aggregate principal amount of $3,380 million, €1,200 million and £300 million and the Revolving Credit Facility in an aggregate principal amount of $500 million and (2) the Second Lien Credit Agreement, which provides for the Second Lien Term Loans in an initial aggregate principal amount of $2,500 million. The Revolving Credit Facility contains a sublimit for the issuance of certain letters of credit of $175 million.

The proceeds of this refinanced indebtedness were used primarily to retire our legacy debt (including fixed rate notes) and preferred stock as well as Omnitracs debt in connection with that acquisition.

In connection with the Spireon Acquisition, the Company borrowed additional first lien term loans (the “Incremental First Lien Term Loans”) under the First Lien Credit Agreement in an aggregate principal amount of $300 million and borrowed Revolving Loans (as defined below) under the Revolving Credit Facility in an aggregate principal amount of $100 million (collectively, the “Spireon Borrowings”). For more information on our indebtedness, see the section entitled “—Liquidity and Capital Resources” set forth below.

As of June 30, 2024, we had $   billion of variable rate indebtedness outstanding. For our 2024 and 2023 fiscal years, we had $8.4 billion and $8.3 billion of variable rate debt outstanding, respectively, and cash interest expense of $669.9 million and $650.0 million, respectively. For our 2022 fiscal year, we had $8.2 billion of fixed and variable rate debt outstanding and cash interest expense of $401.4 million. Fluctuations in interest rates and the amount of debt outstanding significantly impacts our interest expense and, therefore, impacts the comparability of our results for the periods presented. If the underlying interest rates as of June 30, 2024 were applied to the Credit Facilities subject to variable interest rates during the 2024 and 2023 fiscal years then the interest expense for the 2024 and 2023 fiscal years would have increased by approximately $     million and $     million, respectively. A hypothetical 100 basis point increase or decrease in our interest rates would have resulted in a decrease or increase, as the case may be, to our consolidated interest expense of $84.0 million, $82.1 million during our 2024 and 2023 fiscal years, respectively.

Foreign currency

During our 2024, 2023, and 2022 fiscal years, we generated a significant portion of our revenues and incurred a significant portion of our costs, in currencies other than the U.S. dollar, primarily the Euro, Pound Sterling, Swiss franc, Mexican peso, and Canadian dollar. We translate our local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period for the consolidated statements of loss and certain components of consolidated equity and the exchange rate at the end of that period for the consolidated balance sheet. These translations resulted in foreign currency translation adjustments in each of the periods presented.

Exchange rates between most of the major foreign currencies used to transact business and the U.S. dollar have fluctuated significantly over the last few years and we expect that they will continue to fluctuate. In particular, the economies of countries in Europe have been experiencing weakness associated with ongoing conflict in Ukraine and the Israel-Hamas war, high sovereign debt levels, weakness in the banking sector, uncertainty over the future of the Eurozone and volatility in the value of the Pound Sterling and the Euro, including instability surrounding the withdrawal of the U.K. from the E.U., referred to as Brexit. A significant portion of our revenues and costs are denominated in Euros, Pound Sterling, Swiss francs, Mexican pesos,

Canadian dollars and other foreign currencies, the most material of which are the Euro and Pound Sterling.

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The following table provides the average quarterly exchange rates for the Euro and Pound Sterling since the beginning of our 2022 fiscal year:

Period	Average Euro-to-U.S. Dollar Exchange Rate		Average Pound Sterling-to-U.S. Dollar Exchange Rate
Quarter Ended June 30, 2021		1.20		1.40
Quarter Ended September 30, 2021		1.18		1.38
Quarter Ended December 31, 2021		1.14		1.35
Quarter Ended March 31, 2022		1.12		1.34
Quarter Ended June 30, 2022		1.07		1.26
Quarter Ended September 30, 2022		1.01		1.18
Quarter Ended December 31, 2022		1.02		1.17
Quarter Ended March 31, 2023		1.07		1.21
Quarter Ended June 30, 2023		1.09		1.25
Quarter Ended September 30, 2023		1.09		1.27
Quarter Ended December 31, 2023		1.07		1.24
Quarter Ended March 31, 2024		1.08		1.26

During our 2024 fiscal year, as compared to our 2023 fiscal year, the U.S. dollar weakened versus the Euro by 4.1% and weakened versus the Pound Sterling by 4.2%, respectively, which on a net basis increased revenue and expenses for our 2024 fiscal year. During our 2023 fiscal year, as compared to our 2022 fiscal year, the U.S. dollar strengthened versus the Euro by 10.4% and strengthened versus the Pound Sterling by 11.7% , respectively, which on a net basis decreased revenues and expenses for our 2023 fiscal year. However, the U.S. dollar could strengthen relative to other currencies in the future, which could negatively impact our results of operations. A hypothetical 5% increase or decrease in the U.S. dollar versus other currencies in which we transact our businesses would have resulted in a decrease or increase, as the case may be, to our consolidated revenues of $48.8 million, $45.1 million, and $46.0 million during our 2024, 2023, and 2022 fiscal years, respectively.

Macroeconomic Trends

Macroeconomic conditions have negatively impacted worldwide economic activity by causing interest rate increases and variability, disruptions of supply chains and freight and shipping channels, increased prices for many goods and services, labor disruption, delayed or reduced spending on information technology products, and significant volatility and disruption of financial markets. Ongoing geopolitical conflicts in Ukraine, the Israel-Hamas war, and tensions in U.S.-China relations have caused further economic instability and contributed to further price increases for a wide variety of goods and services, resulting in significant inflationary pressure in the U.S., Europe, and other regions of the world. In response to concerns over ongoing inflationary risks, the U.S. Federal Reserve and other central banks began to raise interest rates significantly during calendar years 2022 and 2023, which impacted the Company’s debt that is subject to variable interest rates and resulted in increased interest expense. We cannot predict whether such inflationary pressure will continue, but to the extent inflation remains elevated, we may experience further cost increases in our operations, including with respect to our debt that is subject to variable interest rates. We expect that there will be ongoing uncertainty relating to actions by the U.S. Federal Reserve and other central banks that could result in significant interest rate volatility during the remainder of calendar year 2024 as well as calendar year 2025.

Costs of being a Public Company

To operate as a public company, we will be required to continue to implement changes in certain aspects of our business and develop, manage and train management level and other employees to comply with ongoing public company requirements. We will also incur new expenses as a public company, including public reporting

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obligations, increased directors and officers’ insurance expenses, increased professional fees for accounting, proxy statements, shareholder meetings, NYSE fees, transfer agent fees, SEC and FINRA filing fees, legal fees and offering expenses.

Other factors

Other factors that have or may have an effect on our operating results include:

• gain and loss of customers;

• pricing pressures;

• acquisitions, joint ventures or similar transactions;

• expenses to develop new software or services; and

• expenses and restrictions related to indebtedness.

We do not believe inflation has had a direct and material effect on our financial condition or results of operations in recent years. Inflation impacts all our operating expenses. While we have been able to partially offset inflation and other changes in operating expenses by gradually increasing prices, coupled with more efficient purchasing practices, productivity improvements and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. See “Impact of Inflation” for further discussion.

Key Performance Indicators and Non-GAAP Measures

We believe that the following metrics are key financial and operational measures of our success. Recurring and Non-Recurring Revenue, Revenue and Revenue Growth of Top Customers and Gross Dollar Retention are key performance indicators. Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Constant Currency items are financial measures that are not a recognized term under U.S. generally accepted accounting principles (“GAAP”). The presentation of non-GAAP measures is not meant to be considered in isolation or as an alternative to GAAP measures.

Recurring and Non-Recurring Revenue

We breakout our Revenues into Recurring and Non-Recurring Revenues to assess the nature of our sales performance between periods. Our revenues are generated mainly using recurring subscription, usage based pricing and other types of revenues such as professional services. Our recurring revenue stream that is made up of the subscription and re-occurring transaction revenue is a key measure of the resiliency of the business. Our non-recurring revenue streams consist of one-time/one-off sales, where the future occurrence is not expected on regular intervals or cannot be predicted with a high level of certainty. These revenues consist of implementation revenues, training revenues, hardware and project-related fees. The following tables disaggregate Revenue, as presented on the face of the Consolidated Statements of Loss, between Recurring and Non-Recurring Revenues.

	Fiscal Years Ended March 31,
	2024		2023		Change
Recurring Revenue	$	2,209,291	$	2,126,555	$	82,736	3.9	%
Non-Recurring Revenue		234,859		233,832		1,027	0.4
Total Revenue	$	2,444,150	$	2,360,387	$	83,763	3.5	%
	Fiscal Years Ended March 31,
	2023		2022		Change
Recurring Revenue	$	2,126,555	$	2,080,953	$	45,602	2.2	%
Non-Recurring Revenue		233,832		124,123		109,709	88.4
Total Revenue	$	2,360,387	$	2,205,076	$	155,311	7.0	%

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Revenue and Revenue Growth of our Top Customers

Our business is highly diversified, both in terms of customer count and customer segmentation. Our customers range from large enterprise customers to small body shops and mechanical shops.

We rely on the network effects of our strong relationships with large enterprise customers across the vehicle lifecycle to drive increased adoption by smaller size customers that also rely on our data and solutions. For example, we serve all of the top 20 auto insurers in the world based on market share, which results in a natural dependency for body shops and assessors to use our solutions so they can process vehicle claims with such insurers. Similarly, our long-term relationships with large OEMs help us to further penetrate vehicle dealership customers with their customer relationship management, marketing and service and maintenance solutions. These network effects are reinforced by the robustness of our solutions and the accuracy of our data.

The revenue growth measure within our top 50, 200 and 1,000 largest customers allows us to evaluate, the strength of our relationships with these customers. These top 50, 200 and 1,000 largest customers represented approximately 20%, 40% and 50% respectively, of our total revenue for each of our 2024, 2023, and 2022 fiscal years. In our 2024 fiscal year, our revenue growth associated with our top 50, 200 and 1,000 largest customers relative to our 2023 fiscal year was 6.4%, 7.1%, and 5.3%, respectively. The revenue increases for our top 50, 200, and 1000 largest customers in our 2024 fiscal year relative to our 2023 fiscal year was driven by increased sales in our underwriting solution, telematics solution, and increased transaction volume in international claims. In our 2023 fiscal year, our revenue growth (decline) associated with our top 50, 200 and 1,000 largest customers relative to our 2022 fiscal year was (12.8)%, (5.6)% and 2.8%, respectively. The revenue decline for our top 50 and 200 largest customers in our 2023 fiscal year relative to our 2022 fiscal year was driven by a key customer loss in the U.S. The revenue increase for our top 1,000 largest customers was driven by increased volumes, particularly in our Vehicle Claims segment in Europe.

Gross Dollar Retention (GDR)

A key factor to our success is the percentage of existing revenue the Company retains from customers who were active 12 months prior to the period selected. Management uses a Gross Dollar Retention “GDR” rate to measure its ability to retain customers. Our GDR rate reflects customer losses but does not reflect customer expansion or contraction by customer account and does not reflect revenue for new customer billing accounts during its first year as a customer. We believe our high GDR rates demonstrate that we serve a vital role in our customers’ operations, as customers representing a majority of our revenue continue to use our products and platform and renew their subscriptions.

To calculate our GDR rate at the end of a particular period, we first calculate the annual total revenue of the cohort of active customers at the end of the fiscal period 12 months prior to the end of the period selected. We then calculate the value of the total revenue from any customers lost during the 12 months preceding the end of the fiscal period, which we refer to as churn. We then divide (a) the total prior period annual revenue less churn by (b) the total prior period annual revenue to calculate the GDR rate. The calculation includes only customers with annualized revenue above $100,000, as this cohort of customers has the most impact on our financial performance and is the cohort that management tracks to evaluate the performance of its business.

Our GDR rate was 96.4% and 97.7% as of March 31, 2024 and 2023, respectively.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA and Adjusted EBITDA Margin, as used herein, are non-GAAP financial performance measures that are presented as supplemental disclosures and are reconciled to net income (loss) and net income (loss) margin, respectively, as the most directly comparable GAAP measures. We define Adjusted EBITDA as net income before interest, income taxes, depreciation and amortization, restructuring and related costs, asset

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impairment charges, acquisition and related costs, litigation related expenses, other income and expense items (including special non-recurring items), share-based compensation, and management charges. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue.

We use Adjusted EBITDA and Adjusted EBITDA Margin to monitor and evaluate the performance of our business operations, facilitate internal comparisons of our operating performance, and to analyze and evaluate decisions regarding future budgets and initiatives. We rely on Adjusted EBITDA and Adjusted EBITDA Margin to review and assess our operating performance and our management team in connection with our executive compensation and bonus plans. We believe this information, used together with the GAAP financial information, will help investors to evaluate the Company’s current period performance, outlook and trends in our business.

Adjusted EBITDA is also the metric used by our Chief Operating Decision Maker, our Chief Executive Officer, in his evaluation of segment performance. We also monitor changes in Adjusted EBITDA Margin by segment, by percentages and basis points (“bps”). Basis points are calculated by multiplying the period change in Adjusted EBITDA Margin by 10,000 units (5% change year-over-year = 500 bps).

Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as an analytical tool, and neither should be considered in isolation or as a substitute for net loss or net loss margin, respectively, and other consolidated income statement data as reported under GAAP. The following indicate limitations of Adjusted EBITDA and Adjusted EBITDA Margin instead of net loss and net loss margin, respectively, as an analytical tool.

• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our tax expense or the cash requirements to pay our taxes;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect any cash requirements for such replacements;

• Adjusted EBITDA and Adjusted EBITDA Margin do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

• Adjusted EBITDA and Adjusted EBITDA Margin may be different from similarly titled non-GAAP measures used by other companies; and

• Adjusted EBITDA and Adjusted EBITDA Margin include adjustments that represented a cash expense or that represented a non-cash charge that may relate to a future cash expense, and some of these expenses are of a type that we expect to incur in the future, although we cannot predict the amount of any such future charge.

Because of these limitations, Adjusted EBITDA and Adjusted EBITDA Margin should not be considered as a replacement for net loss or net loss margin, respectively, or as a measure of discretionary cash available to us to service our indebtedness or invest in our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA and Adjusted EBITDA Margin as supplemental information. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures that are reconciled to GAAP net loss and GAAP net loss margin, respectively, in the table below.

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The following tables set forth the reconciliation of Adjusted EBITDA to net loss and the presentation of Adjusted EBITDA Margin and net loss margin, in each case, the most directly comparable GAAP measure, and the calculation of basis points. The dollar amounts shown below are in thousands:

	Fiscal Years Ended March 31,
	2024			2023			2022
Net loss	$	(486,269	)	$	(380,562	)	$	(277,792	)
Add: Income tax expense		132,177			49,821			59,979
Net loss before income tax expense	$	(354,092	)	$	(330,741	)	$	(217,813	)
Add: Depreciation and amortization		398,812			437,824			400,828
Add: Restructuring charges and other costs associated with exit and disposal activities (1)		5,117			6,688			16,088
Add: Asset impairment charges (2)		3,698			11,713			15,855
Add: Acquisition and related costs (3)		11,809			70,230			88,987
Add: Litigation related expenses (4)		7,393			16,611			2,823
Add: Interest expense		938,473			690,828			465,032
Add: Other expense (income), net (5)		6,964			(11,748	)		(24,501	)
Add: Share-based compensation expense (6)		21,947			31,444			199,983
Add: Management charges (7)		336			9,370			4,218
Adjusted EBITDA	$	1,040,457		$	932,219		$	951,500

	Fiscal Years Ended March 31,
	2024			2023			2022
Revenues	$	2,444,150		$	2,360,387		$	2,205,076
Net loss		(486,269	)		(380,562	)		(277,792	)
Net loss margin (% of Revenues)		(19.9	)%		(16.1	)%		(12.6	)%
Add: Income tax expense (% of Revenues)		5.4			2.1			2.7
Add: Depreciation and amortization (% of Revenues)		16.3			18.5			18.2
Add: Restructuring charges and other costs associated with exit and disposal activities (% of Revenues)		0.2			0.3			0.7
Add: Asset impairment charges (% of Revenues)		0.2			0.5			0.7
Add: Acquisition and related costs (% of Revenues)		0.5			3.0			4.0
Add: Litigation related expenses (% of Revenues)		0.3			0.7			0.1
Add: Interest expense (% of Revenues)		38.4			29.3			21.1
Add: Other expense (income), net (% of Revenues)		0.3			(0.5	)		(1.1	)
Add: Share-based compensation expense (% of Revenues)		0.9			1.3			9.1
Add: Management charges (% of Revenues)		—			0.4			0.2
Adjusted EBITDA Margin (% of Revenues)		42.6	%		39.5	%		43.2	%
Basis Points (change in net loss margin % *10,000)		~(380	)		~(350	)
Basis Points (change in Adjusted EBITDA Margin % *10,000)		310			(370	)

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(1) Restructuring charges and other costs associated with exit and disposal activities primarily represent costs incurred in relation to our restructuring initiatives. Restructuring charges primarily include charges related to employee termination, and lease and vendor contract liabilities that we do not expect to provide future economic benefits due to the implementation of our restructuring initiatives. See Note 19 “Restructuring Charges and Other Costs Associated with Exit and Disposal Activities,” to the accompanying consolidated financial statements.

(2) Asset impairment charges primarily represent costs resulting from our long-lived assets, and our indefinite-lived intangible assets over their respective fair values, and, accordingly, we may identify impairment of those assets in the future. There were no impairments of indefinite-lived intangible assets or goodwill for our 2024, 2023, and 2022 fiscal years. We recorded asset impairment charges of $3.7 million, $11.7 million, and $15.9 million for our 2024, 2023, and 2022 fiscal years, respectively, related to definite-lived intangible assets and fixed assets. See Note 2 “Summary of Significant Accounting Policies,” and Note 4 “Intangible Assets and Goodwill,” to the accompanying consolidated financial statements for additional information regarding our goodwill and indefinite-lived intangible asset impairments.

(3) Acquisition and related costs include professional fees and personnel retention incentives; legal and professional fees and other transaction costs associated with completed and contemplated business combinations, capital structure changes and asset acquisitions; costs associated with integrating acquired businesses, including costs incurred to eliminate workforce redundancies and for product rebranding; and other charges incurred as a direct result of our acquisition efforts. Some of these other charges result from acquisitions made and include changes to the fair value of contingent purchase consideration, acquired assets and assumed liabilities subsequent to the completion of the purchase price allocation, purchase price that is deemed to be compensatory in nature from prior acquisitions and incentive compensation arrangements with continuing employees of acquired companies.

(4) Litigation related expenses primarily represent legal expenses incurred that are non-recurring in nature.

(5) Other expense (income), net consists of foreign exchange losses and gains including loss (gain) on Euro and Pound Sterling denominated debt, realized and unrealized losses and gains on derivative instruments, loss (gain) on asset sales, loss (gains) on change in fair value for warrants, debt extinguishment loss (gain), investment income and other miscellaneous expense and income. These expenses (income) are primarily driven by non-recurring events or expenses (income) that do not relate to normal business operations. For the reconciliation above, we break out management charges separately from the rest of other expense (income). The aggregation of the two lines will result in the other expense (income) shown in the consolidated statements of loss.

(6) Share-based compensation expense is provided to certain employees. The decrease between our 2024 fiscal year and our 2023 fiscal year is due primarily to a decrease in the estimated fair value of the awards as compared to the prior period. The decrease between our 2023 fiscal year and our 2022 fiscal year is due primarily to charges incurred in June 2021 resulting from modifications to share-based compensation arrangements applicable to employees of Solera and DealerSocket as a result of the Omnitracs Acquisition completed in June 2021 as well as forfeitures of certain equity awards during our 2023 fiscal year. Share-based compensation is further discussed in Note 13 “Share-Based Compensation,” to the accompanying consolidated financial statements.

(7) Management charges include charges paid to Vista Consulting Group, LLC, an affiliate of Vista, for consulting services provided. These costs are ad hoc in nature. Following our initial public offering, we may continue to engage Vista Consulting Group, LLC, an affiliate of Vista, for consulting services from time to time, subject to compliance with our related party transactions policy. For further discussion on the consulting agreement with Vista Consulting Group, LLC, refer to Note 18 “Related Party Transactions,” within the accompanying financial statements.

For further discussion on Adjusted EBITDA and Adjusted EBITDA Margin, including a breakout by segments, refer to “Non-GAAP Financial Measures—Adjusted EBITDA and Adjusted EBITDA Margin” below.

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Free Cash Flow

We use a non-GAAP measure of Free Cash Flow to analyze cash flows generated from our operations. We believe this measure is also useful to investors because it is an indication of cash flow that may be available to fund investments in future growth initiatives or to repay borrowings under the Credit Agreements. Free Cash Flow is calculated as cash flows from operating activities with subtractions for capital expenditures and acquisitions and capitalization of intangible assets. Free Cash Flow may be different from similarly titled non-GAAP measures used by other companies.

Free Cash Flow is reconciled to cash flows from operating activities, which is the most comparable GAAP measure, in the table below (in thousands):

	Fiscal Years Ended March 31,
	2024			2023			2022
Cash flows from operating activities	$	203,922		$	160,286		$	208,201
Less: Capital expenditures		(39,259	)		(56,112	)		(61,425	)
Less: Acquisitions and capitalization of intangible assets		(71,183	)		(78,916	)		(52,119	)
Free Cash Flow	$	93,480		$	25,258		$	94,657

For further discussion on Free Cash Flow refer to “Liquidity and Capital Resources—Free Cash Flow” below.

Constant Currency

Management reviews the fluctuations of certain financial statement lines and non-GAAP measures in constant currency given our exposure to the change in foreign exchange rates described above in “—Factors Affecting Comparability of Our Operating Results.” The constant currency items discussed in the sections below are non-GAAP measures and are reconciled to the most relevant GAAP measures in the table shown below. We define constant currency as the difference between the current period results calculated using the monthly average foreign currency exchange rates from the prior year, compared to results from the same period in the prior year. Due to the significance of revenue and operating expenses transacted in foreign currencies, we believe it is important to measure the impact of constant currency movements for certain line items below.

	Fiscal Years Ended March 31,
	2024			2023		Change
Revenues	$	2,444.2		$	2,360.4	$	83.8		3.6	%
Impact of exchange rates		(27.5	)		—		(27.5	)
Constant currency revenues		2,416.7			2,360.4		56.3		2.4
Cost of revenues, excluding depreciation and amortization		967.9			959.3		8.6		0.9
Impact of exchange rates		(13.7	)		—		(13.7	)
Constant currency cost of revenues, excluding depreciation and amortization		954.2			959.3		(5.1	)	(0.5	)
Selling, general and administrative, excluding depreciation and amortization		465.1			516.9		(51.8	)	(10.0	)
Impact of exchange rates		(4.7	)		—		(4.7	)
Constant currency selling, general and administrative, excluding depreciation and amortization		460.4			516.9		(56.5	)	(10.9	)
Depreciation and amortization		398.8			437.8		(39.0	)	(8.9	)
Impact of exchange rates		(2.8	)		—		(2.8	)

98

	Fiscal Years Ended March 31,
	2024			2023			Change
Constant currency depreciation and amortization		396.0			437.8			(41.8	)	(9.5	)
Net loss		(486.3	)		(380.6	)		(105.7	)	27.8
Impact of exchange rates		(10.0	)		—			(10.0	)
Constant currency net loss		(496.3	)		(380.6	)		(115.7	)	30.4
Adjusted EBITDA		1,040.5			932.2			108.3		11.6
Impact of exchange rates		(8.9	)		—			(8.9	)
Constant currency adjusted EBITDA	$	1,031.6		$	932.2		$	99.4		10.7	%

	Fiscal Years Ended March 31,
	2024			2023		Change
Vehicle Claims—Revenues	$	736.1		$	687.7	$	48.4		7.0	%
Impact of exchange rates		(13.7	)		—		(13.7	)
Vehicle Claims—constant currency revenues		722.4			687.7		34.7		5.0
Vehicle Solutions—Revenues		875.2			811.6		63.6		7.8
Impact of exchange rates		(8.0	)		—		(8.0	)
Vehicle Solutions—constant currency revenues		867.2			811.6		55.6		6.9
Vehicle Repair—Revenues		271.3			260.6		10.7		4.1
Impact of exchange rates		(3.4	)		—		(3.4	)
Vehicle Repair—constant currency revenues		267.9			260.6		7.3		2.8
Fleet Solutions—Revenues		561.6			600.5		(38.9	)	(6.5	)
Impact of exchange rates		(2.4	)		—		(2.4	)
Fleet Solutions—constant currency revenues		559.2			600.5		(41.3	)	(6.9	)
Total Revenues		2,444.2			2,360.4		83.8		3.6
Impact of exchange rates		(27.5	)		—		(27.5	)
Total constant currency revenues	$	2,416.7		$	2,360.4	$	56.3		2.4	%

	Fiscal Years Ended March 31,
	2024			2023		Change
Vehicle Claims—Adjusted EBITDA	$	316.1		$	276.1	$	40.0		14.5	%
Impact of exchange rates		(3.9	)		—		(3.9	)
Vehicle Claims—constant currency adjusted EBITDA		312.2			276.1		36.1		13.1
Vehicle Solutions—Adjusted EBITDA		351.6			301.2		50.4		16.7
Impact of exchange rates		(5.3	)		—		(5.3	)
Vehicle Solutions—constant currency adjusted EBITDA		346.3			301.2		45.1		15.0
Vehicle Repair—Adjusted EBITDA		182.1			171.6		10.5		6.1
Impact of exchange rates		(1.3	)		—		(1.3	)
Vehicle Repair—constant currency adjusted EBITDA		180.8			171.6		9.2		5.4
Fleet Solutions—Adjusted EBITDA		190.7			183.3		7.4		4.0
Impact of exchange rates		1.6			—		1.6
Fleet Solutions—constant currency adjusted EBITDA		192.3			183.3		9.0		4.9
Total Adjusted EBITDA		1,040.5			932.2		108.3		11.6
Impact of exchange rates		(8.9	)		—		(8.9	)
Total constant currency adjusted EBITDA	$	1,031.6		$	932.2	$	99.4		10.7	%

99

	Fiscal Years Ended March 31,
	2023		2022		Change
Revenue	$	2,360.4	$	2,205.1	$	155.3	7.0	%
Impact of exchange rates		83.7