Verisk Analytics Inc

10. Acquisitions

2024 Acquisitions

On* January 8, 2024,we completed the acquisition of 100 percent of Rocket Enterp rise Solutions GmbH ("Rocket") for a net cash purchase price of $10.1 million, of which $2.2 million represents a deferred payment and $0.3 million represents a holdback payment. The majority of the purchase price was allocated to goodwill as we didnot* incur any material liabilities. Rocket’s strong property claims and underwriting technology has been widely adopted by many of the largest insurers and service providers across Germany and Austria. Rocket has become a part of our claims category. The acquisition, which follows a strategic investment by Verisk in Rocket in2022, will further Verisk's expansion in Europe and the Company’s goal of helping insurers and claims service providers leverage more holistic data and technology tools to enhance the claims experience.

The preliminary allocations of the purchase price for the2024 acquisition with less than a year of ownership is subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions* mayhave a significant impact on our consolidated financial statements. The allocations of the purchase price will be finalized once all the information that was known as of the acquisition date is obtained and analyzed, butnot* to exceedone year from the acquisition date. The primary areas of the purchase price allocation that arenot yet finalized relate to income and non-income taxes, deferred revenues, the valuation of intangible assets acquired, and residual goodwill. The goodwill associated with our acquisition includes the acquired assembled workforce, the value associated with the opportunity to leverage the work force to continue to develop the technology and content assets, as well as our ability to grow through adding additional customer relationships or new solutions in the future. The $10.6 million in goodwill associated with our acquisition isnot deductible for tax purposes. The preliminary amounts assigned to intangible assets by type for this acquisition was based upon our valuation model and historical experiences with entities with similar business characteristics.

For the year ended* December 31, 2024*, we incurred transaction costs of $0.3 million. The transaction costs were included within "Selling, general and administrative" expenses in our accompanying condensed consolidated statements of operations.

Our2024 acquisition wasnot significant to our consolidated financial statements for the years ended* December 31, 2024,2023, and*2022*,* and therefore, supplemental information disclosure on an unaudited pro forma basis isnot presented.

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2023 Acquisitions

On* April 20, 2023,*we acquired Krug Sachverständigen GmbH ("Krug") for a net cash purchase price of approximately $43.3 million including working capital adjustments, of which $3.8 million represents indemnity escrows. Krug is a Germany-based motor claims solutions provider and has established an industry-leading position in the German insurance market through highly digitalized solutions that help insurers and car manufacturers achieve better and faster customer service, leading to sustainable reductions in costs. The acquisition expands our claims and casualty offerings across Europe. Krug has become a part of our claims category within our Insurance segment.

On* February 1, 2023,*we acquired 100 percent of the stock of Mavera Holding AB ("Mavera") for a net cash purchase price of $28.3 million, of which $4.2 million represents indemnity escrows. Mavera, a Sweden-based InsurTech firm with a regional presence and established customer base for its personal injury claims management platform, has become a part of the claims category within our Insurance segment. Mavera will support our expansion in continental Europe and our continued growth as a technology and analytics partner to the global insurance industry.

The "Other" column includes other immaterial acquisitions that have occurred during the period. The preliminary purchase price allocation of the2023 acquisitions resulted in the following:

The final amounts assigned to intangible assets by type for our2023 acquisitions are summarized in the table below:

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For the year ended* December 31, 2024,we finalized the purchase accounting for our2023* acquisitions during the measurement periods in accordance with ASC805, Business Combinations("ASC805"). The impact of finalization of the purchase accounting associated with these acquisitions wasnot material to our accompanying consolidated financial statements for the years ended* December 31, 2024and2023.*

The $55.9 million in goodwill associated with our acquisitions isnot deductible for tax purposes. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon our valuation model and historical experiences with entities with similar business characteristics. For the year ended* December 31, 2023,*we incurred transaction costs of $2.5 million. The transaction costs were included within "Selling, general and administrative" expenses in our accompanying consolidated statements of operations.

Our2023 acquisitions werenot significant, both individually and in the aggregate, to our consolidated financial statements for the years ended* December* 31, 2023 and2022, and therefore, supplemental information disclosure on an unaudited pro forma basis isnot presented.

2022 Acquisitions

On* March 1, 2022,*we acquired 100 percent of the stock of Opta Information Intelligence Corp. ("Opta") for a net cash purchase price of $217.5 million excluding working capital adjustments, of which $0.8 million represents indemnity escrows. Opta, a leading provider of property intelligence and innovative technology solutions in Canada, has become a part of the underwriting category within our Insurance segment. We believe this acquisition further expands our footprint in the Canadian market and supports Verisk in reshaping risk management with valuable business intelligence.

On* February 11, 2022,*we acquired 100 percent of the membership interest of Infutor Data Solutions, LLC ("Infutor") for a net cash purchase price of $220.7 million excluding working capital adjustments, of which $1.5 million represents a working capital escrow, plus a contingent earn-out payment of up to $25.0 million subject to the achievement of certain revenue and other performance targets. Infutor, a leading provider of identity resolution and consumer intelligence data, has become a part of the underwriting category within our Insurance segment. We believe this acquisition further enhances Verisk’s marketing solutions offerings to companies across several industries, including the insurance industry.

The final purchase price allocations, inclusive of closing adjustments, of our2022 acquisitions resulted in the following:

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The final amounts assigned to intangible assets by type for our2022 acquisitions are summarized in the table below:

For the year ended* December 31, 2023,we finalized the purchase accounting for our2022* acquisitions during the measurement periods in accordance with ASC805, Business Combinations("ASC805"). The impact of finalization of the purchase accounting associated with these acquisitions wasnot material to our accompanying consolidated financial statements for the years ended* December 31, 2023and2022.*

Of the $284.4 million in goodwill associated with our acquisitions, $144.5 million isnot deductible for tax purposes. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon our valuation model and historical experiences with entities with similar business characteristics. For the year ended* December 31, 2022,*we incurred transaction costs related to acquisitions of $1.8 million, which are included within "Selling, general and administrative" expenses in our accompanying consolidated statements of operations.

Our2022 acquisit ions werenot significant, both individually and in the aggregate, to our consolidated financial statements for the years ended* December* 31, 2022, and therefore, supplemental information disclosure on an unaudited pro forma basis isnot presented.

Acquisition Escrows**and Related Liabilities

Pursuant to the related acquisition agreements, we have funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition dates, as well as a portion of the contingent payment. During the years ended* December 31, 2024and2023*, we released $3.8 million and $0.0 million of indemnity escrows related to various acquisitions. At * December 31, 2024and2023*, the current portion of the escrows amounted to$0.0 million and $3.9 million. There wereno noncurrent portions of the escrows. The current and noncurrent portions of the escrows have been included in "Other current assets" and "Other noncurrent assets" in our accompanying consolidated balance sheets, respectively.

As of* December 31, 2024*, the acquisition of Krug Sachverständigen GmbH ('Krug'), Mavera Holding AB ('Mavera'), and Morning Data Limited ('Morning Data') included acquisition-related contingent payments, for which the sellers of these acquisitions could receive additional payments by achieving the specific predetermined revenue, EBITDA, and/or EBITDA margin earn-out targets for exceptional performance. We believe that the liabilities recorded as of* December 31, 2024and2023* reflect the best estimate of acquisition-related contingent payments. The associated current portion of contingent payments was$0.0 million and $10.0 million as of* December 31, 2024and2023*, respectively. The associated noncurrent portion of contingent payments was $2.2 million and $2.1 million as of* December 31, 2024and2023*, respectively.

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11. Dispositions and Discontinued Operations:

Dispositions

In* December 2024,we sold Atmospheric and Environmental Research ("AER.") for $7.1 million. The sale resulted in a loss of $12.1 million that was included within "Other operating (loss) income" in the accompanying consolidated statements of operations for the year ended December**31,* 2024.

Discontinued Operations

On* February 1, 2023,*we completed the sale of our Energy business to Planet Jersey Buyer Ltd, an entity that was formed on behalf of, and is controlled by, The Veritas Capital Fund VIII, L.P. and its affiliated funds and entities (“Veritas Capital”), for a net cash sale price of $3,066.4 million paid at closing (reflecting a base purchase price of $3,100.0 million, subject to customary purchase price adjustments for, among other things, the cash, working capital, and indebtedness of the companies as of the closing) and up to $200.0 million of additional contingent cash consideration based on Veritas Capital’s future return on its investment paid through a Class C Partnership interest.

The Energy business, which was part of our Energy and Specialized Markets segment, was classified as discontinued operations per ASC205-20 as we determined, qualitatively and quantitatively, that this transaction represented a strategic shift that had a major effect on our operations and financial results. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations for all periods presented. Additionally, all assets and liabilities of the Energy business were classified as assets and liabilities held for sale within our consolidated balance sheet as of* December 31, 2022.In connection with the held for sale classification, we recognized an impairment of $303.7 million on the remeasurement of the disposal group held for sale, which has been included in discontinued operations in our consolidated statement of operations. Upon classification of the Energy business as held for sale, its cumulative foreign currency translation adjustment within shareholders’ equity was included with its carrying value, which primarily resulted in the impairment. When we closed on the sale of our Energy business on February 1, 2023,we recognized a loss of $128.4 million. As a result of closing adjustments in thesecond* andfourth quarter of2023, we incurred an additional net loss of $2.7 million.

The following table presents the financial results from discontinued operations, net of income taxes in our consolidated statement of income for the periods indicated:

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The consolidated statements of cash flows havenot been adjusted to separately disclose cash flows related to discontinued operations. The following table presents selected cash flow information associated with our discontinued operations:

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12. Goodwill and Intangible Assets:

The following is a summary of the change in goodwill from* January 1, 2023through December 31, 2024*, both in total and as allocated to our reportable segments:

Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of* June 30,or whenever events or changes in circumstances indicate that the carrying amount may**not* be fully recoverable. When evaluating goodwill for impairment, we* maydecide tofirst* perform a qualitative assessment, or "Step Zero" impairment test, to determine whether it is more likely thannot that impairment has occurred. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If we donot perform a qualitative assessment, or if we determine that it is more likely thannot that the carrying amount of our reporting units exceeds their fair value, we perform a quantitative assessment and calculate the estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit's goodwill exceeds the fair value of that goodwill, an impairment loss is recognized. As of* June 30, 2024,we completed our Step Zero impairment test at the reporting unit level and determined it wasnot* more likely thannot that the carrying values of our reporting units exceeded their fair values. We didnot recognize any impairment charges related to our goodwill and indefinite-lived intangible assets. Subsequent to performing the test we continued to monitor these reporting units for events that would trigger an interim impairment test; we didnot identify any such events.

Our intangible assets and related accumulated amortization consisted of the following:

Amortization expense related to intangible assets for the years ended* December 31, 2024,*2023, and2022 was $72.3 million, $74.6 million, and $74.4 million, respectively. Estimated amortization expense in future periods through2030 and thereafter for intangible assets subject to amortization is as follows:

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13. Income Taxes:

Domestic and foreign income before income taxes was as follows:

The components of the provision for income taxes for the years ended* December**31* were as follows:

The reconciliation between our effective tax rate and the statutory tax rate is as follows for the years ended* December**31:*

The decrease in the effective tax rate in2024 compared to2023 was primarily due to tax charges incurred in structuring the sale of our Energy business in the prior year, as well as additional tax benefits recorded for capital losses that we were able to recognize due to capital gains arising from the settlement of our investments in non-public companies in the current year.

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The tax effects of significant items comprising our deferred tax assets and liabilities as of* December**31* are as follows:

The net deferred tax liabilities of $157.3 million consist prim arily of timing differences involving amortization.

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Our net operating loss carryforwards expire as follows:

A valuation allowance has been established based on our evaluation of the likelihood of utilizing these benefits before they expire. Other than these items, we have determined, based on our historical operating performance, that our taxable income will more likely thannot be sufficient to fully realize the deferred tax assets.

As of* December 31, 2024*, we havenot made a provision for U.S. or additional foreign withholding taxes for any additional outside basis difference inherent in our foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities isnot practicable. We donot rely on these unremitted earnings as a source of funds for our domestic business as we expect to have sufficient cash flow in the U.S. to fund our U.S. operational and strategic needs.

We follow ASC740-10 which prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. For each tax position, we must determine whether it is more likely thannot that the position will be sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation. A tax position that meets the more likely thannot recognition threshold is then measured to determine the amount of benefit to recognize within the financial statements.No benefits* maybe recognized for tax positions that donot* meet the more likely thannot threshold. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:

All unrecognized tax benefits as of* December 31, 2024*,2023, and 2022 would have a favorable impact on our effective tax rate if recognized in any future periods.

The total gross amount of accrued interest and penalties for the years ended* December 31, 2024*,2023, and2022 was $0.7 million, $0.2 million, and $0.4 million, respectively. Our practice is to recognize interest and penalties associated with income taxes as a component of “Provision for income taxes” in our accompanying consolidated statements of operations.

We donot expect a significant change in unrecognized benefits related to federal, state, or foreign tax exposures within the coming year. In addition, we believe that it is reasonably possible that approximately $0.9 million of our currently remaining unrecognized tax positions, each of which is individually insignificant,* maybe recognized by the end of2024* as a result of a combination of audit settlements and lapses of statute of limitations, net of additional uncertain tax positions.

We are subject to tax in the U.S., various state, and foreign jurisdictions, and are routinely under audit by various tax authorities. With few exceptions, we areno longer subject to U.S. federal, state and local, or non-US income tax examinations by tax authorities for tax years before 2020. We donot expect the results of current examinations to have a material effect on our financial position, results of operations, or cash flow.

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14. Composition of Certain Financial Statement Caption:

The following table presents the components of “Accounts payable and accrued liabilities” as of* December**31:*

The following table presents the components of "Other noncurrent assets" as of* December 31:*

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15. Debt:

The following table presents short-term and long-term debt by issuance as of* December**31:*

(1)Refer to Note8. Leases

Accrued interest associated with our outstanding debt obligations was $20.7 million and $19.1 million as of* December 31, 2024and2023*, respectively, and included in “Accounts payable and accrued liabilities” within our accompanying consolidated balance sheets. Interest expense associated with our finance lease and outstanding debt obligations, including amortization of debt issuance costs and original discounts, was $140.3 million, $131.3 million, and $135.5 million for the years ended* December 31, 2024,*2023, and2022, respectively.

Senior Notes

As of* December 31, 2024and2023*, 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 debt 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, 2034and 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.

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Credit Facilities

We have a syndicated revolving credit facility ("Syndicated Revolving Credit Facility") with a borrowing capacity of $1,000 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 Repurchase Program. As of December31,* 2024, we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. As of* December31,* 2024 and2023, the available capacity under the Syndicated Revolving Credit Facility was $995.4 million, which takes into account outstanding letters of credit of $4.6 million.

Debt Maturities

The following table reflects our debt maturities:

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16. Stockholders’ Equity:

We have 2,000,000,000 shares of authorized common stock as of* December 31, 2024and2023*. The common shares have rights to any dividend declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect alleleven members of our Board of Directors. At* December 31, 2024,*2023, and2022, the adjusted closing price of our common stock was $275.43, $238.86, and $176.42 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* December 31, 2024and2023*.

On* February 14, 2024,** April 24, 2024,** July 24, 2024,and October 23*,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,** September 15, 2024,and December**13,* 2024, respectively. Cash dividends of $221.3 million and $196.8 million were paid during the years ended * December 31, 2024and2023*, respectively, and recorded as a reduction to retained earnings.

Share Repurchase Program

In* December 2023,** March 2024,** June2024,* and* August 2024,we entered into Accelerated Share Repurchase ("ASR") agreements (the "December 2023ASR Agreement", "March 2024ASR Agreement", "June 2024ASR Agreement", and "August 2024ASR Agreement," respectively) to repurchase shares of our common stock for an aggregate purchase price of $250.0 million, $200.0 million, $150.0 million, and $400.0 million, respectively, with Goldman Sachs & Co. LLC, JPMorgan Chase Bank, N.A., Citibank, N.A., and Goldman Sachs & Co. LLC, 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 stockholders' equity in our consolidated statements of changes in stockholders' equity for the year ended* December 31, 2024*. Upon payment of the aggregate purchase price on* December 14, 2023, March13,* 2024, * June 13, 2024,and August 7, 2024,we received initial deliveries of 873,479,714,046,483,761, and 1,302,981 shares of our common stock, respectively. Upon the final settlement of the December 2023ASR Agreement, the March 2024ASR Agreement, June 2024ASR Agreement, and the August 2024ASR Agreement in February2024,* * April 2024,** July**2024,* and* October 2024,respectively, we received 178,227,148,286,68,645, and 212,635 additional shares, respectively, as determined based on the volume weighted average share price of our common stock, less a discount, of $237.71, $231.93, $271.54, and $263.92, respectively, during the term of the December 2023ASR Agreement, the March 2024ASR Agreement, the June 2024ASR Agreement, and the August 2024ASR Agreement, respectively. These repurchases for the year ended December 31, 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* November 2024,we entered into an additional ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $300.0 million with Citibank, N.A. This ASR agreement is accounted for as a treasury stock transaction and a forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase price of $300.0 million on November 12, 2024,we received 885,663 shares of our common stock at an initial price of $287.92 per share, representing an initial delivery of approximately85* percent of the aggregate purchase price. Upon the final settlement of this ASR agreement in* January**2025,* we received 189,909 additional shares as determined by the daily volume weighted average share price of our common stock, less a discount, of $278.92 during the term of this ASR agreement.

For the year ended* December 31, 2024*, we repurchased 3,994,244 shares of common stock as part of the Repurchase Program, inclusive of the ASRs and open market repurchases, at a weighted average price of $263.04 per share. We utilized cash received from operations to fund these repurchases. As of* December 31, 2024*, we had $591.5 million available to repurchase shares through our Repurchase Program.

Treasury Stock

As of* December 31, 2024*, our treasury stock consisted of 403,588,401 shares of common stock. During the years ended* December 31, 2024,*2023, and2022, we transferred 1,100,152,1,457,514, and 1,650,460 shares of common stock, from the treasury shares at a weighted average price of $23.40, $19.50, and $14.25 per share, respectively.

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Earnings Per Share* *

The following is a reconciliation of the numerators and denominators of our basic and diluted EPS computations for the years ended* December**31:*

The potential shares of common stock that were excluded from diluted EPS were 227,384,540,221, and 1,350,159 at* December 31, 2024,*2023, and2022, respectively, because the effect of including those potential shares was anti-dilutive.

Accumulated Other Comprehensive Losses

The following is a summary of accumulated other comprehensive income (losses) as of* December**31:*

The before tax and after tax amounts of other comprehensive (loss) income for the years ended* December 31, 2024,*2023, and2022 are summarized below:

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17. Compensation Plans:

401K and Stock Ownership Plan ("KSOP")

We have established the KSOP for the benefit of eligible employees in the U.S. and Puerto Rico. The KSOP includes both an employee savings component and an employee stock ownership component. The purpose of the combined plan is to enable our employees to participate in a tax-deferred savings arrangement under Internal Revenue Service Code Sections401(a) and401(k) (the “Code”), and to provide our employees equity participation through the employee stock ownership plan (“ESOP”) accounts.

Under the KSOP, eligible employees* maymake pre-tax and after-tax cash contributions as a percentage of their compensation, subject to certain limitations under the applicable provisions of the Code. The maximum pre-tax contribution that can be made to the401*(k) account as determined under the provisions of Code Section401(g) is $23.0 thousand for2024, $22.5 thousand for2023 and $20.5 thousand for2022. Certain eligible participants (age 50 and older)* maycontribute an additional $7.5 thousand for2024* and2023, and $6.5 thousand for2022.After-tax contributions are limited to 10.0% of a participant’s compensation. Effective* January 1, 2019,we increased the matching contributions to 100.0% of thefirst* 6.0% of the participant’s contribution. The401(k) matching contributions under the KSOP for the years ended* December 31, 2024,*2023, and2022, were $33.8 million, $32.4 million, and $40.0 million, respectively; which, at our option, were funded in cash.

In2005, we established the ISO Profit Sharing Plan (the “Profit Sharing Plan”), a defined contribution plan, to replace the qualified pension plan for all eligible employees hired on or after* March1,* 2005. The Profit Sharing Plan is a component of the KSOP. Eligible employees participated in the Profit Sharing Plan if they completed 1,000 hours of service each plan year and were employed on* December31* of that year. We can make a discretionary contribution to the Profit Sharing Plan based on our annual performance. Participants vest once they have completed four years and 1,000 hours of service. For the years ended* December 31, 2024,*2023, and2022, there wereno profit sharing contributions.

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* December 31, 2024*, there were 12,813,327 shares of common stock reserved and available for future issuance under our2021 Incentive Plan. Cash received from stock option exercises for the years ended* December 31, 2024and December 31, 2023* was $124.8 million and $141.9 million, respectively. We issued common stock under these plans from our treasury shares. We have granted equity awards to key employees and directors. The ultimate realization of the PSUs* may*range from 0% to 200% of the recipient’s target levels established on the grant date.

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A summary of the status of the stock options, restricted stock, and PSUs awarded under our2021 Incentive Plan as of* December 31, 2024,*2023, and2022 and changes during the years are presented below.

The fair value of our stock options granted was estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table during the years ended* December**31:*

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A summary of the status of our nonvested options and changes are presented below:

Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the quoted price of our common stock as of the reporting date. Excess tax benefits of $27.3 million, $20.6 million, and $26.5 million from exercised stock options were recorded as income tax benefit in our accompanying consolidated statements of operations for the years ended* December 31, 2024,2023, and2022, respectively. Stock-based compensation expense for the years ended December 31, 2024,2023, and2022 was $47.9 million, $54.0 million, and $56.5 million, respectively. As of December 31, 2024*, the weighted average remaining contractual terms were 5.5 and 4.5 years for outstanding and exercisable stock options, respectively. As of* December 31, 2023*, the weighted average remaining contractual terms were 5.6 years and 4.8 years for outstanding and exercisable stock options, respectively.

As of* December 31, 2024*, there was $75.1 million of total unrecognized compensation cost, exclusive of the impact of vesting upon retirement eligibility, related to nonvested share-based compensation arrangements granted under our2021 and2013 Incentive Plans. That cost is expected to be recognized over a weighted-average period of 2.26 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. During the years ended* December 31, 2024,2023, and2022, we granted 3,268,5,144, and 9,370 stock options under the U.K. Sharesave Plan at a discounted exercise price of $257.05, $227.65, and $178.26, respectively. As of December 31, 2024*, there were 442,363 shares of common stock reserved and available for future issuance under our U.K. Sharesave Plan.

We also offer eligible employees the opportunity to participate in an ESPP. Under our ESPP, participating employees* mayauthorize payroll deductions of up to 20.0% of their regular base salary and up to 50.0% of their short-term incentive compensation, both of which in total may**not* exceed $25.0 thousand in any calendar year, to purchase shares of our common stock at a 5.0% discount of its fair market value at the time of purchase. In accordance with ASC718, our ESPP is noncompensatory as the purchase discount is 5.0% or less from the fair market value, substantially all employees that meet limited employment qualifications* mayparticipate, and it incorporatesno* option features. During the years ended* December 31, 2024,2023, and2022, we issued 16,964,18,636, and 30,398 shares of common stock at a weighted average discounted price of $247.44, $209.68, and $174.66, respectively. As of December 31, 2024*, there were 1,160,295 shares of common stock reserved and available for future issuance under our ESPP.

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18. Pension and Postretirement Benefits:

We have a frozen qualified defined benefit pension plan for certain of our employees through membership in the Pension Plan for Insurance Organizations (the “Pension Plan”), a multiple-employer trust. Prior to the freeze, we applied a cash balance formula to determine future benefits. Under the cash balance formula, each participant has an account, which was credited annually based on salary rates determined by years of service, as well as the interest earned on the previous year-end cash balance. We also have a non-qualified frozen supplemental cash balance plan (“SERP”) for certain employees. Our SERP is funded from our general assets. We contributed $0.7 million to our SERP in2024 and $1.7 million in2023, respectively, and expect to contribute $0.8 million in2025.

Our Pension Plan’s funding policy is to contribute annually at an amount between the minimum funding requirements set forth in the Employee Retirement Income Security Act of1974 and the maximum amount that can be deducted for federal income tax purposes.No minimum contribution requirement was and is expected for2024 and2023, respectively.

We also provide certain healthcare and life insurance benefits for both active and retired employees. The 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. We donot expect to contribute to our Postretirement Plan in2025.

The following table sets forth the changes in the benefit obligations and the plan assets, the funded status of the Pension Plan, SERP, and Postretirement Plan, and the amounts recognized in our consolidated balance sheets at* December**31:*

(1)Included in "Other noncurrent assets" in our accompanying consolidated balance sheets

(2)Included in "Accounts payable and accrued liabilities" in our accompanying consolidated balance sheets

(3)Included in "Other noncurrent liabilities" in our accompanying consolidated balance sheets

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The pre-tax components included within accumulated other comprehensive losses as of* December**31* are summarized below:

The pre-tax components of net periodic benefit (credit) cost and the amounts recognized in other comprehensive income are summarized below for the years ended* December**31:*

The weighted-average assumptions used to determine benefit obligations as of* December 31, 2024and2023* and net periodic benefit (credit) cost for the years2024,2023 and2022 are provided below:

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The following table presents the estimated future benefit payments for the respective plans. The future benefit payments for the Postretirement Plan are net of the federal Medicare subsidy.

The healthcare cost trend rate for2024 was 8.75% gradually decreasing to 4.5% in2042. Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plan.

The subsidy benefit from the Medicare Prescription Drug, Improvement and Modernization Act of2003 reduced our accumulated postretirement benefit assets by approximately $1.0 million as of* December 31, 2024and2023*. The subsidy cost increased the net periodic benefit cost by approximately $132.9 thousand, $118.1 thousand, and $80.7 thousand in fiscal2024,2023 and2022, respectively.

The expected return on our Pension Plan assets as of* December 31, 2024and2023* was 6.50% and 6.25%, respectively, which was determined by taking into consideration our analysis of our actual historical investment returns to a broader long-term forecast after adjusting for the target investment allocation and reflecting the current economic environment. During thefirst quarter of2024 and as of* December 31, 2023,*the investment guidelines on our Pension Plan assets had targeted an investment allocation of 40% to equity securities and 60% to debt securities. Our Pension Plan assets consist primarily of investments in various fixed income and equity funds. Investment guidelines are established with each investment manager. These guidelines provide the parameters within which the investment managers agree to operate, including criteria that determine eligible and ineligible securities, diversification requirements and credit quality standards, where applicable. Investment managers are prohibited from entering into any speculative hedging transactions. The investment objective is to achieve a maximum total return with strong emphasis on preservation of capital in real terms.

The asset allocation at* December 31, 2024and2023*, and target allo cation by asset category are as follows:

We have used the target investment allocation to derive the expected return as we believe this allocation will be retained on an ongoing basis that will be commensurate with the projected cash flows of the plan. The expected return for each investment category within the target investment allocation is developed using average historical rates of return for each targeted investment category, considering the projected cash flow of our Pension Plan. The difference between this expected return and the actual return on plan assets is generally deferred and recognized over subsequent periods through future net periodic benefit costs. We believe that the use of the average historical rates of returns is consistent with the timing and amounts of expected contributions to the plans and benefit payments to plan participants. These considerations provide the basis for reasonable assumptions with respect to the expected long-term rate of return on plan assets.

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We also maintain a voluntary employees beneficiary association plan (the “VEBA Plan”) under Section501(c)(9) of the Internal Revenue Code to fund the Postretirement Plan. The asset allocation for our VEBA Plan at* December 31, 2024and2023* was 100% in debt securities.

There wereno transfers among Levels1, 2, or3 for the years ended* December 31, 2024and2023*. Refer to Note7. Fair Value Measurements for further discussion with respect to fair value hierarchy. The following table summarizes the fair value measurements by level of our Pension Plan and Postretirement Plan assets:

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19. 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 CEO is identified as the CODM as defined by ASC280-10.

Each of our reportable segments, Insurance, Energy and Specialized Markets, and Financial Services has a portion of its revenue from more thanone of thethree revenue types described within the revenue recognition policy within Note2. Basis of Presentation and Summary of Significant Accounting Policies. 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 are included in this segment.

Energy and Specialized Markets:In thefirst quarter of2022, the sale of3E (which comprised of our Specialized Market) was completed. 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 Note11.* 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. We further offered a suite of data and information services that enable improved compliance with global Environmental Health and Safety requirements related to the safe manufacturing, distribution, transportation, usage, and disposal of chemicals and products.

***Financial Services:*On April 8, 2022,the sale of this segment was completed. See Note11. Dispositions and Discontinued Operations for further discussion. Prior to the sale, we maintained a bank account consortia to provide competitive benchmarking, decisioning algorithms, business intelligence, and customized analytic services that help financial institutions, payment networks and processors, alternative lenders, regulators, and merchants make better strategy, marketing, and risk decisions. Customers applied our solutions in the areas of tailored data management and media effectiveness that include business intelligence platforms, profile views, mobile data solutions, enterprise database services, and fraud risk scoring algorithms for marketing, fraud, and risk mitigation.

The CODM uses EBITDA and consolidated net income to set budgets, evaluate margins, review actual results and in deciding whether to reinvest profits into the business, pursue acquisitions, pay dividends and/or engage in other capital management transactions. Consolidated net income is the measure of segment profit most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess performance. For the year ended* December 31, 2024and December 31, 2023results, please refer to the Consolidated Statements of Income for information regarding revenues, expenses, and the measure of profit and loss, which is net income. The CODM regularly reviews the Consolidated Statement of Operations. As of February**1,* 2023, we have determined that we haveone operating segment andone reportable segment, Insurance, on a prospective basis. We have included the results of our disposed of segments below for comparability purposes. See Note6. Revenues for information on disaggregated revenues by type of service and by country. Segment assets is reported on the balance sheet as total consolidated assets.

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The following table provides our revenue and EBITDA by reportable segment for the year ended* December 31, 2022,*as well as a reconciliation of EBITDA to net income:

Long-lived assets by country are provided below as of* December 31:*

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20. Related Parties:

We consider our stockholders that own more than5% of the outstanding stock within the class to be related parties as defined within ASC850, Related Party Disclosures. We hadno material transactions with related parties owning more than5% of the entire class of stock for the years ended* December 31, 2024and2023.*

Therese M. Vaughan,one of our directors, was also a director of American International Group ("AIG") until* January 31, 2024.AIG is a customer of Verisk, and our revenue from AIG is approximately1%* of our consolidated revenue in2024 and2023.

Greg Hendrick,one of our directors, is the CEO of Vantage Risk. There areno material transactions with Vantage Risk.

Lee M. Shavel, our President and CEO andone of our directors, is a director of FactSet Research Systems, Inc. There areno material transactions with FactSet Research Systems, Inc.

21. 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 oftwenty* separate putative class action lawsuits,sixteen against General Motors LLC (“GM”), OnStar LLC (“OnStar”), LexisNexis Risk Solutions, Inc. (“LexisNexis”) and Verisk Analytics Inc. 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, all 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. The matters pending against Verisk in the MDL were voluntarily dismissed on December 13, 2024,and a new putative class action,Adam Dinitz, et al. v. Verisk Analytics, Inc.(“Dinitz”), was filed in the District of New Jersey federal court, CaseNo.* 24-11157, to include those dismissed matters and additional named Plaintiffs.Dinitz was transferred to the Northern District of Georgia to be part of the consolidated MDL. A related amended Master Consolidated class action Complaint was also filed in the MDL on* December 13, 2024.At this time, it isnot* possible to reasonably estimate the liability related to these and other associated 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.Discovery is ongoing. 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 agreed to a settlement. The court granted the Parties' joint stipulation of dismissal, thereby dismissing all claims in the case. The case has been marked closed.

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 motion for summary judgment was filed on July 19, 2024and oral argument was held on September 20, 2024.On November 20, 2024,*the Court granted our motion for summary judgment. The case has been marked closed.

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.On December 23, 2024,*the Court granted our motion to dismiss. The case has been marked closed.

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22. Subsequent Events:

In* January 2025,*we granted 212,590 nonqualified stock options,125,835 shares of restricted stock, and 46,225 PSUs to key employees. The nonqualified stock options and restricted stock have a graded service vesting period offour years. The PSUs granted consisted of 28,822 TSR-based PSUs and 17,403 ROIC-based PSUs.

On* February 19, 2025,our Board of Directors approved a cash dividend of $0.45 per share of common stock issued and outstanding, payable on March 31, 2025**,* to holders of record as of* March 14, 2025**.* Our Board of Directors also approved an additional share repurchase authorization of up to $1.0 billion.

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Supplementary Financial Information (Unaudited)