Verisk Analytics Inc

9. Debt:

The following table presents short-term and long-term debt by issuance as of* March 31, 2025* and* December 31, 2024*:

(1)Refer to Note5. Leases

Senior Notes

As of* March 31, 2025* and* December 31, 2024*, we had senior notes with an aggregate principal amount of $3,750.0 million and $3,050.0 million outstanding, respectively, and were in compliance with our financial and other covenants.

On* March 11, 2025,we completed an issuance of $700.0 million aggregate principal amount of 5.250% senior notes due2035* (the*"2035* Senior Notes"). The2035 Senior Notes will mature on* March 15,2035 and accrue interest at a fixed rate of 5.250% per annum. Interest is payable semiannually on March 15and September 15of each year, beginning September 15, 2025.The2035* Senior Notes were issued at a discount of $1.7 million and we incurred debt issuance costs of $6.2 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 the2035 Senior Notes. In* April 2025,we used a portion of the net proceeds of this offering to repay our 4.000% Senior Notes due2025* (the*“2025* Senior Notes”), which had an aggregate principal amount of $500.0 million. We intend to use the remaining net proceeds for general corporate purposes. The indenture governing the2035 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.

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 share repurchase program (the "Repurchase Program"). As of March 31, 2025*, we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. As of* March 31, 2025* and* December 31, 2024*, 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.

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10. Stockholders’ Equity:

We have 2,000,000,000 shares of authorized common stock as of* March 31, 2025* and* December 31, 2024*. 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* March 31, 2025* and* December 31, 2024*, the adjusted closing price of our common stock was $297.62 and $275.43 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* March 31, 2025* and* December 31, 2024*.

On* February 19, 2025,our Board approved a cash dividend of $0.45 per share of common stock issued and outstanding to the holders of record as of March 14, 2025,respectively. Cash dividends of $63.0 million and $55.8 million were paid during thethree* months ended* March 31, 2025and2024*, respectively, and recorded as a reduction to retained earnings.

Share Repurchase Program

In* November 2024**,* we entered into an Accelerated Share Repurchase ("ASR") agreement (the* "November 2024ASR Agreement") to repurchase shares of our common stock for an aggregate purchase price of $300.0 million with Citibank, N.A. 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 condensed consolidated statements of changes in stockholders' equity for thethree months ended* March 31, 2025*. Upon payment of the aggregate purchase price on* November 13, 2024,we received an initial delivery of 885,663 shares of our common stock. Upon the final settlement of the November 2024ASR Agreement, in January 2025,we received 189,909 additional shares as determined based on the volume weighted average share price of our common stock, less a discount, of $278.92 during the term of the November 2024ASR Agreement. These repurchases for thethree* months ended* March 31, 2025* 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* March 2025,we entered into an additional ASR agreement (the "March 2025ASR Agreement") to repurchase shares of our common stock for an aggregate purchase price of $200.0 million with Citibank, N.A. Upon payment of the aggregate purchase price on March 11, 2025,we received an initial delivery of 570,470 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 March 2025ASR Agreement in April**2025,* we received 123,766 additional shares, as determined based on the volume weighted average share price of our common stock, less a discount, of $288.09 during the term of the* March 2025*ASR Agreement.

We utilized cash received from operations for these repurchases. As of* March 31, 2025*, we had $1,391.5 million (including an additional share repurchase authorization of $1,000.0 million) available on our authorization to repurchase shares.

During the three months ended* March31, 2025 and2024*, we recorded total excise tax of*$1.3* million and $1.2 million, respectively, which has been included within treasury stock, as part of the cost basis of the stock repurchased, and other noncurrent liabilities in our condensed consolidated balance sheet as of* March 31, 2025*.

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Treasury Stock

As of* March 31, 2025*, our treasury stock consisted of 404,045,242 shares of common stock, carried at cost. During thethree months ended* March 31, 2025*, we transferred 303,538 shares of common stock from the treasury shares at a weighted average treasury stock price of $25.07 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 months ended* March 31, 2025and2024*:

The potential shares of common stock that were excluded from diluted EPS were 47,243 and 254,861 for thethree months ended* March 31, 2025and2024*, 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* March 31, 2025* and* December 31, 2024*:

The before-tax and after-tax amounts of other comprehensive income (loss) income for thethree months ended* March 31, 2025and2024* are summarized below:

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11. 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* March 31, 2025*, there were 12,192,929 shares of common stock reserved and available for future issuance under our2021 Incentive Plan. Cash received from stock option exercises for thethree months ended* March 31, 2025and2024* was $24.7 million and $28.2 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* mayrange 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 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 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 17,403 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, 2024* and* March 31, 2025* 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 thethree months ended* March 31, 2025and2024*:

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 5.9 years and 4.9 years for the outstanding and exercisable stock options, respectively, as of* March 31, 2025*.

For thethree months ended* March 31, 2025*, there was $120.9 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 2.8 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* March 31, 2025*, there were 439,222 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 thethree months ended* March 31, 2025and2024*, we issued 4,695 and 5,015 shares of common stock at a weighted discounted price of $282.74 and $223.94 for the ESPP, respectively. As of* March 31, 2025*, there were 1,155,600 shares of common stock reserved and available for future issuance under our ESPP.

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12. 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 of2025 and as of* December 31, 2024,*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 months ended* March 31, 2025and2024* are summarized below:

The expected contributions to the Pension Plan, SERP, and Postretirement Plan for the year ending* December 31, 2025* are consistent with the amounts previously disclosed as of* December 31, 2024*.

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13. 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.

Based on our business strategy along with the verticals we currently service, we have determined that we haveone operating segment andone reportable segment, Insurance. 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 quarter ended* March 31, 2025and year ended December 31, 2024results, 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. See Note3.* Revenues for information on disaggregated revenues by type of service and by country.

Long-lived assets by country are provided below:

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14. 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 thethree months ended* March 31, 2025and2024*, we hadno material transactions with related parties owning more than5.0% of the entire class of stock.

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15. 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.Defendants filed their motions to dismiss Plaintiffs' claims on April 14, 2025.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.

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. In March 2025,the New Jersey Attorney General's Office moved to intervene, requesting a stay of this case pending a ruling on constitutionality of Daniel's Law by the New Jersey Supreme Court in a separate matter. We filed a motion to dismiss and also sought a stay. On April 25, 2025,the court issued an Order staying all discovery until further ordered by the court. At this time, it isnot* possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.

16. Subsequent Events:

On* April 2, 2025,we completed the acquisition of 100 percent of the stock of Nasdaq subsidiary Simplitium Limited ("Simplitium"), for a cash purchase price of $20.0 million. The acquisition will provide Verisk clients with access to300*+third-party models, providing unique, niche views of risk across the globe. The acquisition, will further our 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.

On* April 21, 2025,we repaid the remaining $500.0 million of the2025* Senior Notes using a portion of the proceeds received from the issuance of our2035 Senior Notes.

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