Verisk Analytics Inc

10. Debt:

The following table presents short-term and long-term debt by issuance as of* September 30, 2024* and* December 31, 2023*:

(1)Refer to Note5. Leases

Senior Notes

As of* September 30, 2024* and* December 31, 2023*, we had senior notes with an aggregate principal amount of $3,050.0 million and $2,850.0 million outstanding, respectively, and were in compliance with our financial and other covenants.

On* June 5, 2024,we completed an issuance of $600.0 million aggregate principal amount of 5.25% senior notes due2034* (the*"2034* Senior Notes"). The2034 Senior Notes will mature on* June 5,2034 and accrue interest at a fixed rate of 5.25% per annum. Interest is payable semiannually on June5th* and* December5th* of each year, beginning* December**5th,* 2024. The2034 Senior Notes were issued at a discount of $9.8 million and we incurred debt issuance costs of $5.6 million. The original issuance discount and debt issuance costs were recorded in "Long-term debt" in the accompanying condensed consolidated balance sheets and these costs will be amortized to "Interest expense" in the accompanying consolidated statements of operations over the life of the2034 Senior Notes. The net proceeds from the issuance of the2034 Senior Notes were utilized partially for the tender offer of 4.00% senior notes due in2025 ("2025 Senior Notes") and general corporate purposes. The indenture governing the2034 Senior Notes restricts our ability to, among other things, create certain liens, enter into sale/leaseback transactions and consolidate with, sell, lease, convey or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity.

On* June 7, 2024,we completed a cash tender offer for $400.0 million, or 44.4%, of the aggregate principal amount of the2025* Senior Notes. The consideration offered for each*$1,000.0* principal amount of the2025 Senior Notes was $987.09 (the "Purchase Price"). Net cash proceeds of the2034 Senior Notes were used to pay the Purchase Price, plus accrued and unpaid interest. This reduced the outstanding balance to $500.0 million. We recognized a $3.6 million net gain on debt extinguishment comprised of $5.2 million for the discount paid below par, partially offset by $1.6 million of costs charged to expense on early debt modification, which were recognized during thethree months ended* June 30, 2024.*

Credit Facilities

We have a syndicated revolving credit facility ("Syndicated Revolving Credit Facility") with a borrowing capacity of $1,000.0 million with Bank of America N.A., HSBC Bank USA, N.A., JP Morgan Chase Bank, N.A., Wells Fargo Bank, National Association, Citibank, N.A., Morgan Stanley Bank, N.A., TD Bank, N.A., Goldman Sachs Bank USA, and the Northern Trust Company. The Syndicated Revolving Credit Facility* maybe used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the share repurchase program (the "Repurchase Program"). As of September 30, 2024*, we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. As of* September 30, 2024* and* December 31, 2023*, the available capacity under the Syndicated Revolving Credit Facility was $995.5 million and $995.4 million, which takes into account outstanding letters of credit of $4.5 million and $4.6 million, respectively.

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11. Stockholders’ Equity:

We have 2,000,000,000 shares of authorized common stock as of* September 30, 2024* and* December 31, 2023*. Our common shares have rights to any dividend declared by the board of directors (the "Board"), subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all current members of the Board. At* September 30, 2024* and* December 31, 2023*, the adjusted closing price of our common stock was $267.96 and $238.86 per share, respectively.

We have 80,000,000 shares of authorized preferred stock, par value $0.001 per share. The preferred shares have preferential rights over the common shares with respect to dividends and net distribution upon liquidation. We didnot issue any preferred shares as of* September 30, 2024* and* December 31, 2023*.

On* February 14, 2024,** April 24, 2024,and July 24, 2024,our Board approved a cash dividend of $0.39 per share of common stock issued and outstanding to the holders of record as of March 15, 2024,** June 15, 2024,and September 15, 2024,respectively. Cash dividends of $166.6 million and $147.9 million were paid during thenine* months ended* September 30, 2024and2023*, respectively, and recorded as a reduction to retained earnings.

On* October 23, 2024,our Board of Directors approved a cash dividend of 39 cents per share of common stock issued and outstanding. The dividend is payable on December 31, 2024,to holders of record as of December 13, 2024.*

Share Repurchase Program

In* December 2023,** March 2024,and June2024,* we entered into Accelerated Share Repurchase ("ASR") agreements (the* "December 2023ASR Agreement", "March 2024ASR Agreement", and "June 2024ASR Agreement") to repurchase shares of our common stock for an aggregate purchase price of $250.0 million, $200.0 million, and $150.0 million, with Goldman Sachs & Co. LLC, JPMorgan Chase Bank, N.A., and Citibank, N.A, respectively. All ASR agreements are accounted for as a treasury stock transaction and forward stock purchase agreement indexed to our common stock. The forward stock purchase agreements are classified as equity instruments under ASC815*-40, Contracts in Entity's Own Equity("ASC815-40*") and deemed to have a fair value ofzero* at the respective effective date. The aggregate purchase price was recorded as a reduction to stockholder's equity in our condensed consolidated statements of changes in stockholder's equity for thenine months ended* September 30, 2024*. Upon payment of the aggregate purchase price on* December 14, 2023,** March13*,2024, and* June 13, 2024,we received initial deliveries of 873,479,714,046, and 483,761 shares of our common stock, respectively. Upon the final settlement of the December 2023ASR Agreement, the March 2024ASR Agreement, and the June 2024ASR Agreement, in February2024,* * April 2024,and July**2024,* we received 178,227,148,286, and 68,645 additional shares as determined based on the volume weighted average share price of our common stock, less a discount, of $237.71, $231.93, and$271.54 during the term of the* December 2023ASR Agreement, the March 2024ASR Agreement, and the June 2024ASR Agreement,* respectively. These repurchases for thenine months ended* September 30, 2024* resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").

In* August 2024,we entered into an additional ASR agreement (the "August2024* ASR Agreement") to repurchase shares of our common stock for an aggregate purchase price of $400.0 million with Goldman Sachs & Co. LLC. Upon payment of the aggregate purchase price on* August 7, 2024,we received an initial delivery of 1,302,981 shares of our common stock. The initial share delivery reduced our outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted EPS. Upon the final settlement of the August 2024ASR Agreement in October2024,* we received 212,635 additional shares, as determined based on the volume weighted average share price of our common stock, less a discount, of $263.92 during the term of the* August 2024*ASR Agreement.

We utilized cash received from operations for these repurchases. As of* September 30, 2024,*we had $891.5 million available on our authorization to repurchase shares.

Through thethird quarter of2024, we recorded total excise tax of $30.0 million, which has been included within treasury stock, as part of the cost basis of the stock repurchased, and other current liabilities in our condensed consolidated balance sheet as of* September 30, 2024*.

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Treasury Stock

As of* September 30, 2024*, our treasury stock consisted of 402,606,293 shares of common stock, carried at cost. During thenine months ended* September 30, 2024*, we transferred 983,962 shares of common stock from the treasury shares at a weighted average treasury stock price of $23.25 per share.

Earnings Per Share

Basic EPS is computed by dividing net income attributable to Verisk by the weighted average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding, using the treasury stock method, if the dilutive potential common shares, including vested and nonvested stock options, nonvested restricted stock awards, nonvested restricted stock units, nonvested performance share units ("PSU"), and nonvested deferred stock units, had been issued.

The following is a presentation of the numerators and denominators of the basic and diluted EPS computations for thethree andnine months ended* September 30, 2024and2023*:

The potential shares of common stock that were excluded from diluted EPS were 202,684 and 89,792 for thethree months ended* September 30, 2024and September 30, 2023*, and 237,062 and 716,783 for thenine months ended* September 30, 2024and2023*, respectively, because the effect of including those potential shares was anti-dilutive.

Accumulated Other Comprehensive Income

The following is a summary of accumulated other comprehensive income as of* September 30, 2024* and* December 31, 2023*:

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The before-tax and after-tax amounts of other comprehensive income (loss) income for thethree andnine months ended* September 30, 2024and2023* are summarized below:

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12. Equity Compensation Plans:

All of our outstanding stock options, restricted stock awards, deferred stock units, and PSUs are covered under our2021 Incentive Plan or our2013 Incentive Plan. Awards under our2021 Incentive Plan* mayincludeone* or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance awards, (vi) other share-based awards, and (vii) cash. Employees, non-employee directors, and consultants are eligible for awards under our2021 Incentive Plan. We transferred common stock under these plans from our treasury shares. As of* September 30, 2024*, there were 12,811,487 shares of common stock reserved and available for future issuance under our2021 Incentive Plan. Cash received from stock option exercises for thenine months ended* September 30, 2024and2023* was $110.6 million and $134.3 million, respectively.

We grant equity awards to our key employees. The nonqualified stock options have an exercise price equal to the adjusted closing price of our common stock on the grant date, with aten-year contractual term. The fair value of the restricted stock is determined using the closing price of our common stock on the grant date. The restricted stock isnot assignable or transferable until it becomes vested. PSUs vest at the end of athree-year performance period, subject to the recipient’s continued service. Each PSU represents the right to receiveone share of our common stock and the ultimate realization is based on our achievement of certain market and financial performance criteria and* may*range from 0% to 200% of the recipient’s target levels of 100% established on the grant date. The fair value of PSUs based on market conditions is determined on the grant date using the Monte Carlo Simulation model. The fair value of PSUs based on financial performance conditions is determined using the closing price of our common stock on the grant date. We recognize the expense of the equity awards ratably over the vesting period, which could be up tofour years.

In* January 2024,we granted 199,776 nonqualified stock options,129,789 shares of restricted stock, and 47,838 PSUs to key employees. The nonqualified stock options and restricted stock have a graded service vesting period offour years. The PSUs granted consisted of 29,929 PSUs that are based on the achievement of relative total shareholder return as compared to the companies that comprise the S&P500* index ("TSR-based PSUs") and 17,909 PSUs that are tied to the achievement of certain financial performance conditions, namely incremental return on invested capital (“ROIC-based PSUs”). Each of the TSR-based PSUs and ROIC-based PSUs have athree-year performance period, subject to the recipients' continued service. The grant date fair value of the ROIC-based PSUs is determined using the closing price of our common stock on the grant date. The related performance condition is driven by the incremental return on invested capital based on net operating profit. The ultimate realization of the PSUs* may*range from 0% to 200% of the recipient’s target levels established on the grant date.

A summary of the status of the stock options, restricted stock, and PSUs awarded under our2021 and2013 Incentive Plans asof* December 31, 2023* and* September 30, 2024* and changes during the interim period are presented below:

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The fair value of the stock options granted was estimated using a Black-Scholes valuation model that uses the weighted average assumptions noted in the following table for thenine months ended* September 30, 2024and2023*:

The expected term for the stock options granted was estimated based on studies of historical experience and projected exercise behavior. However, for certain awards granted, for whichno historical exercise pattern exists, the expected term was estimated using the simplified method. The risk-free interest rate is based on the yield of U.S. Treasuryzero coupon securities with a maturity equal to the expected term of the equity award. The volatility factor is calculated using historical daily closing prices over the most recent period commensurate with the expected term of the stock option awards. The expected dividend yield was based on our expected annual dividend rate on the date of grant.

Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the adjusted closing price of our common stock as of the reporting date. Excess tax benefits from stock-based compensation were recorded as income tax benefit in our condensed consolidated statements of operations. This tax benefit is calculated as the excess of the intrinsic value of options exercised and restricted stock lapsed in excess of compensation recognized for financial reporting purposes. The weighted average remaining contractual terms were 6.0 years and 5.0 years for the outstanding and exercisable stock options, respectively, as of* September 30, 2024*.

For thenine months ended* September 30, 2024*, there was $88.2 million of total unrecognized compensation costs, exclusive of the impact of vesting upon retirement eligibility, related to nonvested stock-based compensation arrangements granted under our2021 and2013 Incentive Plans. That cost is expected to be recognized over a weighted average period of 2.4 years.

Our U.K. Sharesave Plan offers qualifying employees in the United Kingdom the opportunity to own shares of our common stock. Employees who elect to participate are granted stock options, of which the exercise price is equal to the average of the closing price on thefive trading days immediately preceding the plan invitation date discounted by 5%, and enter into a savings contract, the proceeds of which are then used to exercise the options upon thethree-year maturity of the savings contract. As of* September 30, 2024*, there were 442,221 shares of common stock reserved and available for future issuance under our U.K. Sharesave Plan.

Our ESPP offers eligible employees the opportunity to purchase shares of our common stock at a discount of its fair market value at the time of purchase. During thenine months ended* September 30, 2024and2023*, we issued 13,139 and 14,698 shares of common stock at a weighted discounted price of $243.31 and$205.07 for the ESPP, respectively. As of* September 30, 2024*, there were 1,164,119 shares of common stock reserved and available for future issuance under our ESPP.

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13. Pension and Postretirement Benefits:

We maintain a frozen qualified defined benefit pension plan for certain employees through membership in our Pension Plan for Insurance Organizations (the "Pension Plan"), a multiple-employer trust. We also apply a cash balance formula to determine future benefits. Under the cash balance formula, each participant has an account, which is credited annually based on the interest earned on the previous year-end cash balance. We also have a frozen non-qualified supplemental cash balance plan ("SERP") for certain employees. The SERP is funded from our general assets. During thefirst quarter of2024 and as of* December 31, 2023,*the investment guidelines on our Pension Plan assets targeted an investment allocation of 40% to equity securities and 60% to debt securities. We also provide certain healthcare and life insurance benefits to certain qualifying active and retired employees. Our Postretirement Health and Life Insurance Plan (the "Postretirement Plan"), which has been frozen, is contributory, requiring participants to pay a stated percentage of the premium for coverage.

The components of net periodic (benefit) cost for thethree andnine months ended* September 30, 2024and2023* are summarized below:

The expected contributions to the Pension Plan, SERP, and Postretirement Plan for the year ending* December 31, 2024* are consistent with the amounts previously disclosed as of* December 31, 2023*.

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14. Segment Reporting:

ASC280-10, Disclosures About Segments of an Enterprise and Related Information(“ASC280-10”), establishes standards for reporting information about operating segments. ASC280-10 requires that a public business enterprise reports financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our President and Chief Executive Officer ("CEO") is identified as the CODM as defined by ASC280-10.

Each of the reportable segments, Insurance, and Energy and Specialized Markets, has a portion of its revenue from more thanone of thethree revenue types described within our revenue recognition policy. Below is the overview of the solutions offered within each reportable segment.

***Insurance:***We are the leading provider of statistical, actuarial, and underwriting data for the U.S. P&C insurance industry. Our databases include cleansed and standardized records describing premiums and losses in insurance transactions, casualty and property risk attributes for commercial buildings and their occupants, and fire suppression capabilities of municipalities. We use this data to create policy language and proprietary risk classifications that are industry standards and to generate prospective loss cost estimates used to price insurance policies, which are accessed via a hosted platform. We also develop solutions that our customers use to analyze key processes in managing risk. Our combination of algorithms and analytic methods incorporates our proprietary data to generate solutions. We also help businesses and governments better anticipate and manage climate and weather-related risks. In most cases, our customers integrate the solutions into their models, formulas, or underwriting criteria in order to predict potential loss events, ranging from hurricanes to earthquakes. We develop catastrophe and extreme event models and offer solutions covering natural and man-made risks, including acts of terrorism. We further develop solutions that allow customers to quantify costs after loss events occur. Our multitier, multispectral terrestrial imagery and data acquisition, processing, analytics, and distribution system using the remote sensing and machine learning technologies help gather, store, process, and deliver geographic and spatially referenced information that supports uses in many markets. Additionally, we offer fraud-detection solutions including review of data on claim histories, analysis of claims to find emerging patterns of fraud, and identification of suspicious claims in the insurance sector. Our underwriting, insurance anti-fraud claims, catastrophe modeling, and loss quantification solutions are included in this segment.

Energy and Specialized Markets: On* February 1, 2023,we completed the sale of our Energy segment. We determined that the transaction met the criteria to be classified as discontinued operations. As a result, the financial operations of Energy are excluded from the segment disclosure. See Note7.* Dispositions and Discontinued Operations for further discussion. Prior to the sale, we were a leading provider of data analytics via hosted platform for the global energy, chemicals, and metals and mining industries. Our research and consulting solutions focused on exploration strategies and screening, asset development and acquisition, commodity markets, and corporate analysis in the areas of business environment, business improvement, business strategies, commercial advisory, and transaction support. We gathered and managed proprietary information, insight, and analysis on oil and gas fields, mines, refineries, and other assets across the interconnected global energy sectors to advise customers in making asset investment and portfolio allocation decisions. Our analytical tools measured and observed environmental properties and translated those measurements into actionable information based on customer needs. In addition, we provided market and cost intelligence to energy companies to optimize financial results.

** As of February*1,* 2023, we have determined that we haveone operating segment andone reportable segment, Insurance, on a prospective basis. The segment is based on financial information that is utilized by the Company’s CODM, who is the Company’s CEO, to assess performance and allocate resources on a consolidated basis. We have included the results of our disposed of segments below for comparability purposes. We use EBITDA as the profitability measure for making decisions regarding ongoing operations. EBITDA is net income before interest expense, provision for income taxes, depreciation and amortization of fixed and intangible assets. EBITDA is the measure of operating results used to assess corporate performance and optimal utilization of debt and acquisitions. Operating expenses consist of direct and indirect costs principally related to personnel, facilities, software license fees, consulting, travel, andthird-party information services. We donot allocate interest expense and provision for income taxes, since these items arenot considered in evaluating the segment’s overall operating performance. In addition, our CODM doesnot evaluate the financial performance of each segment based on assets. See Note3. Revenues for information on disaggregated revenues by type of service and by country.

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The following tables provide our revenue and EBITDA by reportable segment for thethree andnine months ended* September 30, 2024and2023*, and the reconciliation of EBITDA to income before income taxes as shown in our accompanying condensed consolidated statements of operations:

Long-lived assets by country are provided below:

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15. Related Parties:

We consider our stockholders that own more than5.0% of the outstanding stock within the class to be related parties as defined within ASC850, Related Party Disclosures. For thenine months ended* September 30, 2024and2023*, we hadno material transactions with related parties owning more than5.0% of the entire class of stock.

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16. Commitments and Contingencies:

We are a party to legal proceedings, investigations, examinations, subpoenas,third party requests, government requests, regulatory proceedings and other claims with respect to a variety of matters in the ordinary course of business, including the matters described below (collectively, “Ongoing Matters”). With respect to Ongoing Matters, we are unable, at the present time, to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to Ongoing Matters or the impact these matters* may*have on our results of operations, financial position, or cash flows. Although we believe we have strong defenses and have appealed adverse rulings to us, we could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations, financial position, or cash flows.

Telematics Litigation

As of* April 19, 2024,various Plaintiffs filed a total of20* separate putative class action lawsuits,sixteen against General Motors LLC (“GM”), OnStar LLC (“OnStar”), LexisNexis Risk Solutions, Inc. (“LexisNexis”) and Verisk in the United States District Courts for the Northern District of Georgia, the Eastern District of Michigan, Central District of California, District of New Jersey, Southern District of New York, Northern District of Alabama, Northern District of Illinois and District of South Carolina, andfour against Hyundai Motor America (“Hyundai”) and Verisk in the Central District of California and District of New Jersey,three of which have been dismissed to date. The Complaints generally allege that the auto manufacturer Defendants collected consumers’ driver behavior data through vehicle software, transmitted it to LexisNexis and Verisk, and that LexisNexis and Verisk shared the data with auto insurance companies, without the individuals’ knowledge or consent. Plaintiffs seek certification of both nationwide classes of individuals and subclasses of various state residents who had their vehicle’s driving data collected by Defendants and shared with athird party without their consent. The Plaintiffs also seek actual, statutory and punitive damages, injunctive relief, as well as reasonable attorney’s fees and other costs. On* June 7,the Judicial Panel on Multidistrict Litigation transferred all GM-related lawsuits to the U.S. District Court for the Northern District of Georgia (In Re: Consumer Vehicle Driving Data Tracking Litigation, MDL CaseNo.* 1:24-md-03115-TWT*). All discovery proceedings have been stayed. At this time, it isnot* possible to reasonably estimate the liability related to these matters, as they are still in their early stages.

Indemnification Claim

In* December 2023,we received a Notice of Indemnification claim from the current owner of our former healthcare data analytics subsidiary, which was divested in2016,* relating to an ongoing tax investigation by the Nepalese tax authorities. Pursuant to the2016 sale agreement, we are subject to indemnification obligations with respect to certain pre-closing tax liabilities of the divested entity. At this time, it isnot possible to reasonably estimate the liability related to this matter, as it is still in its early stages.

Commercial Litigation

On* February 12, 2024,Plaintiffs filed a lawsuit, DDS Striker Holdings LLC and Data Driven Holdings LLC against Verisk Analytics, Inc. and Insurance Service Office, in the Superior Court of Delaware, CaseNo.* N24C-02-130 VLM CCLD. Plaintiffs allege claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraudulent inducement, common law fraud, and civil conspiracy in connection with their inability to meet the post-closing earn-out targets negotiated as part of our acquisition of Data Driven Safety, LLC. Plaintiffs seek rescissory, out-of-pocket and punitive damages, as well as attorney’s fees, costs and other expenses. We filed a motion to dismiss Plaintiffs’ claims, which was fully briefed as of* June 21, 2024,and was partially denied on August 29, 2024.At this time, it isnot* possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.

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Data Privacy Litigation

On or about* February 8, 2023,Plaintiffs filed a lawsuit, Atlas Data Privacy Corp., et al. v. Verisk Analytics, Inc., et al., in the Superior Court of New Jersey, Middlesex County, CaseNo.* MID-L-000903-24, alleging violations of Daniel’s Law. Atlas claims to be an “assignee” of claims of approximately19,640 individuals who are “covered persons” under Daniel’s Law, allegedly enacted to provide judicial and law enforcement officers and their family members with the right to prevent disclosure of their personal information and to enforce those rights against uncooperative data brokers. It is alleged that Defendants have violated Daniel’s Law by failing to respond and comply with their written request to Defendants to cease publicly disclosing or re-disclosing their protected information. Plaintiffs seek actual damages in the amount of $1,000 per violation under the statute, punitive damages, injunctive relief ordering compliance with Daniel’s Law, permanent injunctive relief, including the appointment of a qualified independent expert to ensure compliance with Daniel’s Law, and reasonable attorney’s fees and costs. On* June 21, 2024,the court issued a “lack of prosecution” warning to Atlas, advising that the case will be dismissed without prejudice if service isnot* effectuated by* August 20, 2024.The case was dismissed without prejudice on August 26, 2024.On October 11, 2024,Plaintiffs served Verisk with the Summons and Complaint, indicating their intent to revise the lawsuit. At this time, it isnot* possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.

On* January 30, 2023,Plaintiffs Justin Ahringer and Michael Donner filed a putative class action lawsuit in the United States District Court, Central District of California, titled Ahringer et al. v. LoanDepot, Inc. and Verisk Analytics, Inc. d/b/a Jornaya, CaseNo.:* 8:23-cv-00186. Plaintiffs assert violations of California’s Invasion of Privacy Act, Unfair Competition Law, and a violation of class members’ privacy rights under the California Constitution. Plaintiffs allege that the Defendants recorded visitors’ electronic communications without their consent. Plaintiffs seek to certify a nationwide class of individuals who visited LoanDepot.com and provided personal information on the website’s forms to receive a quote or apply for a loan. They allege that the aggregate claims of all members of the proposed class exceeds $5.0 million. Plaintiffs seek compensatory, statutory or punitive damages or restitution, as well as reasonable attorney’s fees and other costs. We filed a motion to dismiss Plaintiffs’ claims on* April 13, 2023.The parties engaged in jurisdictional discovery in response to the court’s demand to Plaintiff to demonstrate why this case shouldnot* be dismissed for lack of subject matter jurisdiction. The court found jurisdiction is proper and partially denied our motion on* February 7, 2024.We filed our Answer to Plaintiffs' Complaint on February 22, 2024.*The parties have agreed to a settlement in principle.

On* June 27, 2022,Plaintiff Loretta Williams brought a putative class action against Lead Intelligence, Inc. d/b/a Jornaya (“we,” “our,” or “us”) in the United States District Court for the Northern District of California, titled Williams v. DDR Media, LLC and Lead Intelligence, Inc. d/b/a Jornaya, Civil ActionNo.* 3:22-cv-03789. The Complaint alleges that the Defendants violated the California Invasion of Privacy Act, Cal. Penal Code631 (“CIPA”) and invaded Plaintiff’s and class members’ privacy rights when Defendants purportedly recorded visitors’ visits to thescrappyrent2own.com website without prior express consent. It is further alleged that this conduct constitutes a violation of the California Unfair Competition Law, Cal. Bus. Prof. Code Section17200 et seq. and the California Constitution. The Complaint seeks class certification, injunctive relief, statutory damages in the amount of $5,000 for each violation, attorneys fees and other litigation costs. Our motion to compel arbitration was fully briefed as of* January 27, 2023.It was denied on February 28, 2023.We filed a motion to dismiss Plaintiff’s claims on April 13, 2023.On August 18, 2023the court granted our motion, dismissing Plaintiff’s claims without prejudice, but giving Plaintiff an opportunity to amend her claims by September 20, 2023.Plaintiff filed a Second Amended Complaint (“SAC”) on September 20, 2023.Our motion to dismiss the SAC was fully briefed on December 18, 2023.It was denied on January 30, 2024.The court held an initial case management conference for February 9, 2024and allowed the parties to engage in limited discovery. Our renewed motion to dismiss was filed on July 19, 2024and oral argument was held on September 20, 2024.At this time, it isnot* possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.

On* December 15, 2021,Plaintiff Jillian Cantinieri brought a putative class action against Verisk Analytics, Insurance Services Office and ISO Claims Services, Inc. (“we,” “our,” or “us”) in the United States District Court for the Eastern District of New York, titled Cantinieri v. Verisk Analytics Inc., et al., Civil ActionNo.* 2:21-cv-6911. The Complaint alleges that we failed to safeguard the personally identifiable information (PII) of Plaintiff and the members of the proposed classes from a purported breach of our databases by unauthorized entities. Plaintiff and class members allege actual and imminent injuries, including theft of their PII, fraudulent activity on their financial accounts, lowered credit scores, and costs associated with detection and prevention of identity theft and fraud. They seek to recover compensatory, statutory and punitive damages, disgorgement of earnings and profits, and attorney’s fees and costs. We filed our motion to dismiss Plaintiff’s claims on* April 22, 2022.On March 30, 2023,the court denied our motion to dismiss without prejudice, allowing us an opportunity to re-file the motion once limited jurisdictional discovery has been completed. Our renewed motion to dismiss was fully briefed on February 16, 2024.At this time, it isnot* possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.

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