Verisk Analytics, Inc.
For the period ended Dec 31, 2025. Filed Feb 18, 2026.
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FY2025 · Filed Feb 18, 2026
Contents
Note
10. Acquisitions:
Merger Agreement Termination
On* July 29, 2025,we entered into a definitive agreement to acquire ExactLogix, Inc. ("Accu Lynx") for$2.35 billion in cash. AccuLynx is the leading SaaS platform providing end-to-end business management workflow for residential property contractors with expertise in roofing. On December 26, 2025,we delivered a notice to terminate our definitive agreement to acquire AccuLynx following the notification by the U.S. Federal Trade Commission that it hadnot* completed its review of the transaction by the* December 26, 2025*termination date set forth in the agreement.
2025 Acquisitions
On* July 17, 2025,*we completed the acquisition of SuranceBay, LLC ("SuranceBay"), a leading provider of producer licensing, onboarding, appointment and compliance solutions for the life and annuity industry for $163.1 million in cash, of which $2.7 million represents indemnity escrows. This acquisition underscores our commitment to streamlining and automating the process of buying and selling insurance, and to supporting a robust life and annuity ecosystem with solutions that enhance workflows among carriers, general agencies, insurance agencies and consumers.
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 $19.7 million. The acquisition provides Verisk clients with access to over300* third-party models, providing unique, niche views of risk across the globe. The acquisition furthers our expansion in Europe and our goal of helping insurers and claims service providers leverage more holistic data and technology tools to enhance the claims experience.
The preliminary purchase price allocation of the2025 acquisitions resulted in the following:
| SuranceBay | Simplitium | Total | |
|---|---|---|---|
| Cash and cash equivalents | $4.6 | $0.3 | $4.9 |
| Accounts receivable | 1.6 | 3.4 | 5.0 |
| Prepaid assets | — | 0.6 | 0.6 |
| Other noncurrent assets | 2.7 | — | 2.7 |
| Intangible assets | 80.6 | 9.8 | 90.4 |
| Goodwill | 81.8 | 11.9 | 93.7 |
| Total assets acquired | 171.3 | 26.0 | 197.3 |
| Accounts payable and accrued liabilities | 0.3 | 0.7 | 1.0 |
| Deferred revenues | 0.6 | 2.7 | 3.3 |
| Income tax payable | — | 0.1 | 0.1 |
| Deferred income tax liability | — | 2.5 | 2.5 |
| Other liabilities | 2.7 | — | 2.7 |
| Total liabilities assumed | 3.6 | 6.0 | 9.6 |
| Net assets acquired | 167.7 | 20.0 | 187.7 |
| Less: cash acquired | 4.6 | 0.3 | 4.9 |
| Net cash purchase price | $163.1 | $19.7 | $182.8 |
The preliminary amounts assigned to intangible assets by type for the2025 acquisitions are summarized in the table below:
| Weighted Average Useful Life (in years) | Total | |
|---|---|---|
| Technology-based | 8 | $ 36.7 |
| Marketing-related | 5 | 0.9 |
| Customer-related | 13 | 52.8 |
| Total intangible assets | $ 90.4 |
The preliminary allocations of the purchase price for the 2025 acquisitions with less than a year of ownership are subject to revisions as additional information is obtained about the facts and circumstances that existed as of each 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. Of the $93.7 million in goodwill associated with our acquisitions, $11.9 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, 2025,*we incurred transaction costs of $13.1 million, of which $12.2 million represents the transaction costs incurred as a result of the termination of our definitive agreement to acquire AccuLynx. The transaction costs were included within "Selling, general and administrative" in our accompanying consolidated statements of operations.
SuranceBay contributed revenues and net income of $10.4 million and $3.5 million, respectively, for the year ended* December 31, 2025.*
Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of SuranceBay occurred at the beginning of fiscal year2024. The pro forma information for the years ended* December 31, 2025and2024* presented below is based on estimates and assumptions, which we believe to be reasonable butnot necessarily indicative of the consolidated financial position or results of operations in future period or the results that actually would have been realized had this acquisition been completed at the beginning of fiscal year2024. The unaudited pro forma information doesnot give effect to any anticipated cost savings, operating efficiencies, or other synergies that* may*be associated with the acquisition, or any estimated costs that have been or will be incurred by us to integrate the assets and operations of SuranceBay.
| 2025 | 2024 | |
|---|---|---|
| Pro forma revenues | $3,093.5 | $2,899.0 |
| Pro forma net income | 911.2 | 961.1 |
| Pro forma basic net income per share | 6.52 | 6.76 |
| Pro forma diluted net income per share | 6.50 | 6.73 |
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2024 Acquisition
On* January 8, 2024,we completed the acquisition of 100 percent of Rocket Enterprise 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 $10.6 million in goodwill associated with our acquisition isnot deductible for tax purposes. The amounts assigned to intangible assets by type for this acquisition were 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, included within "Selling, general and administrative" in our accompanying consolidated statements of operations.
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2023 Acquisitions
On* April 20, 2023,*we acquired Krug Sachverständigen GmbH ("Krug") for a net cash purchase price of$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:
| Krug | Other | Total | |
|---|---|---|---|
| Cash and cash equivalents | $7.0 | $1.0 | $8.0 |
| Accounts receivable | 1.8 | 0.8 | 2.6 |
| Other current assets | 3.8 | 0.1 | 3.9 |
| Fixed assets | 0.2 | 0.1 | 0.3 |
| Operating lease right-of-use assets, net | — | 0.2 | 0.2 |
| Intangible assets | 15.1 | 18.4 | 33.5 |
| Goodwill | 33.1 | 22.8 | 55.9 |
| Total assets acquired | 61.0 | 43.4 | 104.4 |
| Accounts payable and accrued liabilities | 5.8 | 2.1 | 7.9 |
| Operating lease liabilities | — | 0.1 | 0.1 |
| Deferred income tax, net | 4.8 | 3.9 | 8.7 |
| Other noncurrent liabilities | 0.1 | 1.4 | 1.5 |
| Total liabilities assumed | 10.7 | 7.5 | 18.2 |
| Net assets acquired | 50.3 | 35.9 | 86.2 |
| Less: cash acquired | 7.0 | 1.0 | 8.0 |
| Net cash purchase price | $43.3 | $34.9 | $78.2 |
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The final amounts assigned to intangible assets by type for our2023 acquisitions are summarized in the table below:
| Weighted Average Useful Life (in years) | Total | |
|---|---|---|
| Technology-based | 5 | $9.9 |
| Marketing-related | 2 | 0.5 |
| Customer-related | 13 | 23.1 |
| Total intangible assets | $33.5 |
The $55.9 million in goodwill associated with our acquisitions isnot deductible for tax purposes. The 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, included within "Selling, general and administrative" in our accompanying consolidated statements of operations.
Acquisition Escrows and Related Liabilities
Pursuant to the related acquisition agreements, we 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, 2025and2024*, we released $0.0 million and $3.8 million of indemnity escrows related to various acquisitions. At * December 31, 2025and2024*, the escrows amounted to $2.7 million and $0.0 million and are included in "Other noncurrent assets" in our accompanying consolidated balance sheets.
As of* December 31, 2025*, the acquisitions of Mavera, Morning Data Limited ("Morning Data"), and Data Driven Safety, LLC ("Data Driven Safety") included acquisition-related contingent payments, for which the sellers of these acquisitions could receive additional payments by achieving the specific predetermined revenue, EBITDA margin, and/or cash EBITDA earn-out targets for exceptional performance. The current liability for acquisition-related contingent payments was$9.6 million and $0.0 million as of* December 31, 2025and2024*, respectively. The noncurrent liability for acquisition-related contingent payments was $0.0 million and $2.2 million as of* December 31, 2025and2024*, respectively.
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11. Dispositions and Discontinued Operations:
2025 Disposition
On* December 31, 2025,we sold our Verisk Marketing Solutions business to ActiveProspect, Inc. ("ActiveProspect"), backed by Five Elms Capital Management, LLC, for a net cash sale price of $80.0 million plus customary closing adjustments. The Verisk Marketing Solutions business provides leading marketing solutions for customers in both insurance and non-insurance industries. The sale resulted in a loss of $18.4 million that was included within "Other operating loss" in the accompanying consolidated statements of operations for the year ended December 31, 2025.*
The major classes of assets and liabilities disposed of, reflected in our consolidated balance sheets as of* December 31, 2025,*are presented below:
| Cash and cash equivalents | $4.8 |
|---|---|
| Accounts receivable, net | 5.7 |
| Prepaid expenses | 2.5 |
| Income taxes receivable | 0.1 |
| Other current assets | 0.1 |
| Current assets | 13.2 |
| Fixed assets, net | 14.4 |
| Operating lease right-of-use assets, net | 1.5 |
| Intangible assets, net | 85.0 |
| Goodwill | 3.9 |
| Other noncurrent assets | 2.7 |
| Noncurrent assets | 107.5 |
| Total assets | $120.7 |
| Accounts payable and accrued liabilities | $3.3 |
| Deferred revenues | 6.6 |
| Operating lease liabilities | 0.3 |
| Current liabilities | 10.2 |
| Deferred income tax liabilities | 13.2 |
| Operating lease liabilities | 2.0 |
| Noncurrent liabilities | 15.2 |
| Total liabilities | $25.4 |
2024 Disposition
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. We recognized a loss of $131.1 million on the sale in2023.*
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.
The following table presents the financial results from discontinued operations, net of income taxes in our consolidated statement of income for the periods indicated:
| For the Year Ended December 31, | |||||
|---|---|---|---|---|---|
| 2025 · 2024 · 2023 | |||||
| Revenues | $ | - | $ | - | $46.8 |
| Operating expenses: | |||||
| Cost of revenues (exclusive of items shown separately below) | - | - | 18.2 | ||
| Selling, general and administrative | - | - | 33.2 | ||
| Other operating loss | - | - | 131.1 | ||
| Total operating expenses | - | - | 182.5 | ||
| Operating loss | - | - | (135.7) | ||
| Other expense: | |||||
| Investment loss and others, net | - | - | (5.7) | ||
| Total other expense, net | - | - | (5.7) | ||
| Loss from discontinued operations before income taxes | - | - | (141.4) | ||
| Income tax benefit (expense) | - | 6.8 | (12.6) | ||
| Income (loss) from discontinued operations, net of income taxes | $ | - | $6.8 | $(154.0) | |
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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:
| For the Year Ended December 31, | |||||
|---|---|---|---|---|---|
| 2025 · 2024 · 2023 | |||||
| Significant non-cash operating activities: | |||||
| Operating lease right-of-use assets, net | $ | - | $ | - | $0.1 |
| Investing activities: | |||||
| Capital expenditures | - | - | (6.5) | ||
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12. Goodwill and Intangible Assets:
The following is a summary of the change in goodwill from* January 1,2024 through December 31, 2025*:
| Insurance | |
|---|---|
| Goodwill at January 1, 2024 | $1,760.8 |
| Acquisitions | 10.6 |
| Dispositions | (15.8) |
| Purchase accounting reclassifications | 0.3 |
| Foreign currency translation adjustment | (29.3) |
| Goodwill at December 31, 2024 | 1,726.6 |
| Acquisitions | 93.7 |
| Dispositions | (3.9) |
| Purchase accounting reclassifications | 0.1 |
| Foreign currency translation adjustment | 61.7 |
| Goodwill at December 31, 2025 | $1,878.2 |
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,*2025, 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 such events.
Our intangible assets and related accumulated amortization consisted of the following:
| Weighted | ||||
|---|---|---|---|---|
| Average | ||||
| Useful Life · Accumulated | ||||
| (in years) | Cost | Amortization | Net | |
| Technology-based | 8 | $352.6 | $(285.2) | $67.4 |
| Marketing-related | 6 | 38.3 | (36.3) | 2.0 |
| Contract-based | 6 | 5.0 | (5.0) | — |
| Customer-related | 13 | 513.0 | (239.6) | 273.4 |
| Database-based | 8 | 15.5 | (11.7) | 3.8 |
| Total intangible assets | $924.4 | $(577.8) | $346.6 | |
| Technology-based | 8 | $364.9 | $(285.3) | $79.6 |
| Marketing-related | 6 | 37.8 | (35.5) | 2.3 |
| Contract-based | 6 | 5.0 | (5.0) | — |
| Customer-related | 13 | 529.1 | (224.0) | 305.1 |
| Database-based | 8 | 15.1 | (9.7) | 5.4 |
| Total intangible assets | $951.9 | $(559.5) | $392.4 | |
Amortization expense related to intangible assets for the years ended* December 31, 2025,*2024, and2023 was $67.5 million, $72.3 million, and $74.6 million, respectively. Estimated amortization expense in future periods through2031 and thereafter for intangible assets subject to amortization is as follows:
| Years Ending | Amount |
|---|---|
| 2026 | $56.7 |
| 2027 | 48.3 |
| 2028 | 45.9 |
| 2029 | 41.2 |
| 2030 | 37.6 |
| 2031 and thereafter | 116.9 |
| Total | $346.6 |
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13. Income Taxes:
Domestic and foreign income before income taxes was as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| U.S. | $1,115.7 | $1,201.6 | $1,021.9 |
| Foreign | 55.6 | 27.0 | 5.3 |
| Total income before income taxes | $1,171.3 | $1,228.6 | $1,027.2 |
The components of the provision for income taxes for the years ended* December**31* were as follows:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Current: | |||
| Federal | $195.3 | $223.0 | $226.8 |
| State and local | 48.4 | 67.5 | 52.0 |
| Foreign | 14.7 | 7.9 | 9.0 |
| Total current provision for income taxes | 258.4 | 298.4 | 287.8 |
| Deferred: | |||
| Federal | (0.9) | (17.2) | (23.4) |
| State and local | 1.8 | (1.4) | (3.4) |
| Foreign | 3.7 | (1.9) | (2.2) |
| Total deferred provision for income taxes | 4.6 | (20.5) | (29.0) |
| Provision for income taxes | $263.0 | $277.9 | $258.8 |
The income taxes paid were as follows:
| Federal | $144.2 |
|---|---|
| State | 59.7 |
| Foreign | 14.1 |
| Total | $218.0 |
Excluding federal income taxes,no individual jurisdiction exceeded5% of total income taxes paid (net of refunds). The amount of cash income taxes paid by the Company during the years ended* December 31, 2024and2023* was $287.7 million and $276.0 million, respectively.
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU2023-09 is as follows:
| Amount | Percent | |
|---|---|---|
| U.S. Federal Statutory Tax Rate | $246.0 | 21.0% |
| State and Local Income Taxes, Net of Federal Income Tax Effect(1) | 40.4 | 3.5 |
| Foreign Tax Effects | ||
| Other foreign jurisdictions | 6.7 | 0.6 |
| Effect of Changes in Tax Laws or Rates Enacted in the Current Period | - | - |
| Effect of Cross-Border Tax Laws | ||
| Other | (11.0) | (0.9) |
| Tax Credits | ||
| Other | (1.7) | (0.2) |
| Changes in Valuation Allowances | 25.7 | 2.2 |
| Nontaxable or Nondeductible Items | ||
| Share-based payment awards | (15.3) | (1.3) |
| Loss on sale of Marketing Solutions | (36.0) | (3.0) |
| Other | 9.7 | 0.8 |
| Changes in Unrecognized Tax Benefits | 0.5 | 0.0 |
| Other Adjustments | (2.0) | (0.2) |
| Effective Tax Rate | $263.0 | 22.5% |
(1) State taxes in California, Florida, Illinois, New Jersey, New York state and city, and Pennsylvania made up the majority (greater than50 percent) of the tax effect in this category.
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes for years prior to the adoption of ASU2023-09 is as follows:
| 2024 | 2023 | |
|---|---|---|
| Federal statutory rate | 21.0% | 21.0% |
| State and local taxes, net of federal tax benefit | 4.3 | 3.7 |
| Impact of dispositions | (0.2) | - |
| Global Intangible Low-taxed Income | 0.2 | 1.3 |
| Stock-based compensation | (1.9) | (1.8) |
| Other | (0.8) | 1.0 |
| Effective tax rate | 22.6% | 25.2% |
The decrease in the effective tax rate in2025 compared to2024 was primarily due to tax benefits recorded in connection with the sale of our Verisk Marketing Solutions business, offset by lower tax benefits from equity compensation in the current period compared with the prior period. 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 in2024.
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The tax effects of significant items comprising our deferred tax assets and liabilities as of* December**31* are as follows:
| 2025 | 2024 | |
|---|---|---|
| Deferred tax assets: | ||
| Employee wages and other benefits | $46.6 | $47.2 |
| Lease liabilities | 42.3 | 46.3 |
| Net operating loss carryover | 7.7 | 7.6 |
| Interest expense | 30.6 | 30.8 |
| Capital loss carryover | 24.3 | - |
| Other | 26.0 | 16.1 |
| Total | 177.5 | 148.0 |
| Less valuation allowance | (27.9) | (4.2) |
| Deferred tax assets | 149.6 | 143.8 |
| Deferred tax liabilities: | ||
| Right of use assets | (37.7) | (40.9) |
| Fixed assets and intangible assets | (172.0) | (168.6) |
| Commissions | (19.0) | (19.3) |
| Pensions | (60.5) | (59.2) |
| Other | (17.2) | (13.1) |
| Deferred tax liabilities | (306.4) | (301.1) |
| Deferred tax liabilities, net | $(156.8) | $(157.3) |
The net deferred tax liabilities of $156.8 million consist prim arily of timing differences involving amortization.
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Our net operating loss carryforwards expire as follows:
| Years Ending | Amount |
|---|---|
| 2026 - 2033 | $15.4 |
| 2034 - 2038 | 2.2 |
| 2039 - 2045 | 31.0 |
| Total | $48.6 |
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, 2025*, 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:
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Unrecognized tax benefit as of January 1 | $4.1 | $2.0 | $3.2 |
| Gross increase in tax positions in prior period | 5.0 | 2.3 | 0.8 |
| Gross decrease in tax positions in prior period | - | - | - |
| Settlements | - | - | - |
| Lapse of statute of limitations | (0.5) | (0.2) | (2.0) |
| Unrecognized tax benefit as of December 31 | $8.6 | $4.1 | $2.0 |
All unrecognized tax benefits as of* December 31, 2025*,2024, and 2023 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, 2025*,2024, and2023 was $1.2 million, $0.7 million, and $0.2 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 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:*
| 2025 | 2024 | |
|---|---|---|
| Accounts payable and accrued liabilities: | ||
| Accrued salaries, benefits and other related costs | $144.0 | $143.6 |
| Accrued interest | 56.6 | 20.7 |
| Trade accounts payable and other accrued expenses | 73.2 | 72.9 |
| Professional fees | 35.7 | 12.6 |
| Acquisition-related liabilities | 9.6 | - |
| Total accounts payable and accrued liabilities | $319.1 | $249.8 |
The following table presents the components of "Other noncurrent assets" as of* December 31:*
| 2025 | 2024 | |
|---|---|---|
| Other noncurrent assets: | ||
| Pension benefits | $141.2 | $125.3 |
| Other assets - prepaid expenses | 74.5 | 87.6 |
| Investments in nonpublic companies | 228.8 | 222.2 |
| Deposits and other | 2.5 | 2.8 |
| Total other noncurrent assets | $447.0 | $437.9 |
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15. Debt:
The following table presents short-term and long-term debt by issuance date as of* December**31:*
| Issuance · Maturity | |||||
|---|---|---|---|---|---|
| Date · Date · 2025 · 2024 | |||||
| Short-term debt and current portion of long-term debt: | |||||
| Credit Facilities: | |||||
| Syndicated revolving credit facility · Various · Various · $ · - · $ · - | |||||
| Senior Notes: | |||||
| 4.500% senior notes, less unamortized discount and debt issuance costs of $0.0 | 8/21/2025 | 8/15/2030(2) | 750.0 | - | |
| 5.125% senior notes, less unamortized discount and debt issuance costs of $0.0 | 8/21/2025 | 2/15/2036(2) | 750.0 | - | |
| 4.000% senior notes, less unamortized discount and debt issuance costs of $0.0 and $(0.3) | 5/15/2015 | 6/15/2025 | - | 499.7 | |
| Finance lease liabilities (1) | Various | Various | 8.9 | 14.5 | |
| Short-term debt and current portion of long-term debt | 1,508.9 | 514.2 | |||
| Long-term debt: | |||||
| Senior notes: | |||||
| 4.125% senior notes, inclusive of unamortized premium, and net of unamortized discount and debt issuance costs of $4.8 and $6.3, respectively | 3/6/2019 | 3/15/2029 | 604.8 | 606.3 | |
| 5.500% senior notes, less unamortized discount and debt issuance costs of $(3.5) and $(3.7), respectively | 5/15/2015 | 6/15/2045 | 346.5 | 346.3 | |
| 3.625% senior notes, less unamortized discount and debt issuance costs of $(8.9) and $(9.2), respectively | 5/13/2020 | 5/15/2050 | 491.1 | 490.8 | |
| 5.750% senior notes, less unamortized discount and debt issuance costs of $(7.0) and $(7.9), respectively | 3/3/2023 | 4/1/2033 | 493.0 | 492.1 | |
| 5.250% senior notes, less unamortized discount and debt issuance costs of $(12.7) and $(14.2), respectively | 6/5/2024 | 6/5/2034 | 587.3 | 585.8 | |
| 5.250% senior notes, less unamortized discount and debt issuance costs of $(7.3) | 3/11/2025 | 3/15/2035 | 692.7 | - | |
| Finance lease liabilities (1) | Various | Various | 14.7 | 26.9 | |
| Syndicated revolving credit facility debt issuance costs | Various | Various | (1.8) | (1.3) | |
| Long-term debt | 3,228.3 | 2,546.9 | |||
| Total debt | $4,737.2 | $3,061.1 | |||
(1) Refer to Note8. Leases
(2) Refer below for details on the classification of the2030 Senior and2036 Senior Notes
Accrued interest associated with our outstanding debt obligations was $56.6 million and $20.7 million as of* December 31, 2025and2024*, 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 $209.4 million, $140.3 million, and $131.3 million for the years ended* December 31, 2025,*2024, and2023, respectively.
Senior Notes
As of* December 31, 2025and2024*, we had senior notes with an aggregate principal amount of $4,750.0 million and $3,050.0 million outstanding, respectively, and were in compliance with our financial and other debt 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, 2035and 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 consolidated balance sheets and these costs will be amortized to "Interest expense, net" 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.
On* August 21, 2025,we completed an issuance of $750.0 million aggregate principal amount of 4.500% senior notes due2030* (the*"2030* Senior Notes") and $750.0 million aggregate principal amount of 5.125% senior notes due2036 (the*"2036* Senior Notes"). The2030 Senior Notes were issued at a discount of $0.4 million and we incurred debt issuance costs of $6.0 million. The2036 Senior Notes were issued at a discount of $1.7 million and we incurred debt issuance costs of $6.4 million. The original issuance discount and debt issuance costs were recorded in "Short-term debt and current portion of long-term debt" in the accompanying consolidated balance sheets and these costs will be amortized to "Interest expense, net" in the accompanying consolidated statements of operations over the life of the2030 and2036 Senior Notes. We had intended to use the net proceeds of these offerings to finance the purchase price of the acquisition of AccuLynx and to pay related fees and expenses. As noted below under "Special Mandatory Redemption" we have redeemed the2030 and2036 Senior Notes in full.
Special Mandatory Redemption
On* July 29, 2025,we entered into a definitive agreement to acquire ExactLogix, Inc. ("AccuLynx"). The indenture governing the2030* Senior Notes and2036 Notes, which were issued in connection with the AccuLynx acquisition, included a special mandatory redemption provision requiring us to redeem the2030 Senior Notes and2036 Senior Notes in full upon the occurrence of certain events, including the termination of the acquisition agreement. Upon the termination of the acquisition agreement in accordance with its terms on* December 26, 2025,this provision was triggered and we notified the trustee on December 29, 2025that we will redeem the $1,500.0 million aggregate principal amount of the2030* Senior Notes and2036 Senior Notes in full at the special mandatory redemption price, equal to 101% of the principal amount of such notes plus accrued and unpaid interest to the redemption date. As a result, we recognized a total loss of $33.9 million related to the redemption of the2030 Senior Notes and2036 Senior Notes consisting of a 1.0% redemption premium of$15.0 million charged to "Net (loss) gain on early extinguishment of debt" and the amortization of deferred issuance costs and original issuance discounts of$18.9 million to "Interest expense, net" within the accompanying consolidated statements of operations. Although the redemption obligation was triggered and the related loss was recognized prior to* December 31, 2025,the redemption and cash settlement of the2030* Senior Notes and2036 Senior Notes didnot occur until* January 6, 2026 (See Note22*. Subsequent Events). As a result, the2030 and2036 Senior Notes were classified as current liabilities as of* December 31, 2025.*
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Credit Facilities
We had 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 with a maturity date of* April 5, 2028.On August 15, 2025,we entered into the Third Amended and Restated Credit Agreement (the "Amendment and Restatement") which amended and restated the Syndicated Revolving Credit Facility. The Amendment and Restatement increased our borrowing capacity to $1,250.0 million and extended the maturity date of the Syndicated Revolving Credit Facility to August 15, 2030.Interest on borrowings under the Amendment and Restatement is payable at an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. A commitment fee on any unused commitment is payable periodically and mayrange from 8.0 to 17.5 basis points based upon our public debt rating. The Syndicated Revolving Credit Facility, as amended and restated by the Amendment and Restatement, also contains certain financial and other covenants that, among other things, impose certain restrictions on indebtedness, liens, dispositions, fundamental changes, and use of proceeds. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest coverage ratio of at least 3.00 to1.00,* and we have a consolidated funded debt leverage ratio ofno more than 3.75 to1.00. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to1.00 (no more than once) and to 4.25 to1.00 (no more than once) in connection with the closing of a permitted acquisition. 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"). In connection with the Amendment and Restatement, we incurred additional debt issuance costs of $1.0 million, which will be amortized to "Interest expense, net" within the accompanying consolidated statements of operations over the remaining life of the Syndicated Revolving Credit Facility. As of December 31, 2025*, we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. As of* December 31, 2025and December 31, 2024,*the available capacity under the Syndicated Revolving Credit Facility was $1,245.4 million and $995.4 million, respectively, which takes into account outstanding letters of credit of $4.6 million in both years.
On* August 15, 2025,we also entered into a $750.0 million Term Credit Agreement (the "Term Loan Facility") with Bank of America N.A. The Term Loan Facility had a maturity date of August 15, 2028and carried an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. The Term Loan Facility also contained certain financial and other covenants that, among other things, imposed certain restrictions on indebtedness, liens, dispositions, fundamental changes, and use of proceeds. The financial covenants required that, we have a consolidated interest rate coverage ratio of at least 3.00 to1.00,* and a consolidated funded debt leverage ratio ofno more than 3.75 to1.00. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to1.00 (no more than once) and to 4.25 to1.00 (no more than once) in connection with the closing of a permitted acquisition. In connection with the Term Loan Facility, we incurred additional debt issuance costs of $5.8 million, which will be amortized to "Interest expense, net" within the accompanying consolidated statements of operations over the remaining life of the Term Loan Facility. Pursuant to the terms of the Term Credit Agreement, the Term Loan Facility included a termination or reduction of commitments provision pursuant to which the lenders' commitments were subject to automatic termination upon the occurrence of the commitment termination date, which occurred on* December 26, 2025upon the termination of the acquisition agreement for the AccuLynx acquisition in accordance with its terms and, as a result, the commitment of each lender automatically terminated on such date, and the Term Loan Facility was terminated in full on December 26, 2025.*
Debt Maturities
The following table reflects our debt maturities:
| Years Ending | Amount |
|---|---|
| 2026 | $1,511.2 |
| 2027 | 8.3 |
| 2028 | 4.0 |
| 2029 | 600.0 |
| 2030 | - |
| 2031 and thereafter | 2,650.0 |
| Total | $4,773.5 |
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16. Stockholders’ Equity:
We have 2,000,000,000 shares of authorized common stock as of* December 31, 2025and2024*. 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, 2025,*2024, and2023, the adjusted closing price of our common stock was $223.69, $275.43, 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* December 31, 2025and2024*.
On* February 19, 2025,** April 30, 2025,** July 23, 2025,and October 22*,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,** June 13, 2025,** September 15,2025, and December 15, 2025,respectively. Cash dividends of $251.1 million and $221.3 million were paid during the years ended * December 31, 2025and2024, respectively, and recorded as a reduction to retained earnings.
Share Repurchase Program
In* November 2024,** March 2025,** May 2025,and August 2025,we entered into Accelerated Share Repurchase ("ASR") agreements (the "November 2024ASR Agreement", "March 2025ASR Agreement", "May 2025ASR Agreement", and "August 2025ASR Agreement", respectively) to repurchase shares of our common stock for an aggregate purchase price of $300.0 million, $200.0 million, $100.0 million, and $50.0 million with Citibank, N.A. for the November 2024ASR Agreement and March 2025ASR Agreement, Goldman Sachs & Co. LLC for the May 2025ASR Agreement, and HSBC Bank USA, National Association for the August 2025ASR Agreement. Each ASR agreement is accounted for as a treasury stock transaction and forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase prices on November 13, 2024,** March 11, 2025,** May 20, 2025,and August 13, 2025,we received initial deliveries of 885,663,570,470,270,399, and 163,462 shares of our common stock, respectively. Upon the final settlements of the November 2024ASR Agreement, March 2025ASR Agreement, May 2025ASR Agreement, and August 2025ASR Agreement in January 2025,** April 2025,** June 2025,and September 2025,we received 189,909,123,766,52,614, and 26,179 additional shares, respectively, as determined based on the volume weighted average share prices of our common stock, less a discount, of $278.92, $288.09, $309.58, and $263.66 per share during the term of the November 2024ASR Agreement, March 2025ASR Agreement, May 2025ASR Agreement, and August 2025ASR Agreement, respectively. 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, 2025*. These repurchases for the year ended* December 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 addition to the ASR's, for the year ended* December 31, 2025,*we repurchased $273.9 million of our common stock, through open market repurchases. Through these open market repurchases, we received 1,203,086 shares at an average price of $227.70 recorded within treasury stock.
For the year ended* December 31, 2025,we repurchased 2,599,886 shares of common stock as part of the Repurchase Program, inclusive of the ASRs and open market repurchases, at a weighted average price of $259.31 per share. We utilized cash received from operations to fund these repurchases. As of December 31, 2025,*we had $967.5 million available to repurchase shares through our Repurchase Program.
Treasury Stock
As of* December 31, 2025*, our treasury stock consisted of 405,605,329 shares of common stock. During the years ended* December 31, 2025,*2024, and2023, we transferred 582,958,1,100,152, and 1,457,514 shares of common stock, from the treasury shares at a weighted average price of $25.38, $23.40, and $19.50 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:*
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| (In millions, except for share and per share data) | |||
| Numerator used in basic and diluted EPS: | |||
| Income from continuing operations | $908.3 | $950.7 | $768.4 |
| Less: Net loss attributable to noncontrolling interests | — | 0.7 | 0.2 |
| Income (loss) from discontinued operations, net of tax | — | 6.8 | (154.0) |
| Net income attributable to Verisk | $908.3 | $958.2 | $614.6 |
| Denominator: | |||
| Weighted average number of common shares used in basic EPS | 139,667,160 | 142,154,655 | 146,623,989 |
| Effect of dilutive shares: | |||
| Potential common shares issuable from stock options and stock-based awards | 415,613 | 687,606 | 712,170 |
| Weighted average number of common shares and dilutive potential common shares used in diluted EPS | 140,082,773 | 142,842,261 | 147,336,159 |
The potential shares of common stock that were excluded from diluted EPS were 78,458,227,384, and 540,221 at* December 31, 2025,*2024, and2023, 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:*
| 2025 | 2024 | |
|---|---|---|
| Foreign currency translation adjustment | $172.8 | $90.1 |
| Pension and postretirement adjustment, net of tax | (65.8) | (75.1) |
| Accumulated other comprehensive income | $107.0 | $15.0 |
The before tax and after tax amounts of other comprehensive (loss) income for the years ended* December 31, 2025,*2024, and2023 are summarized below:
| Tax Benefit | |||
|---|---|---|---|
| Before Tax | (Expense) | After Tax | |
| Foreign currency translation adjustment attributable to Verisk | $82.7 | $— | $82.7 |
| Foreign currency translation adjustment attributable to noncontrolling interests | 0.3 | — | 0.3 |
| Foreign currency translation adjustment | 83.0 | — | 83.0 |
| Pension and postretirement adjustment before reclassifications | 17.3 | (4.3) | 13.0 |
| Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (losses) (1) | (4.9) | 1.2 | (3.7) |
| Pension and postretirement adjustment | 12.4 | (3.1) | 9.3 |
| Total other comprehensive loss | $95.4 | $(3.1) | $92.3 |
| Foreign currency translation adjustment attributable to Verisk | $(40.6) | $— | $(40.6) |
| Foreign currency translation adjustment attributable to noncontrolling interests | 0.9 | — | 0.9 |
| Foreign currency translation adjustment | (39.7) | — | (39.7) |
| Pension and postretirement adjustment before reclassifications | 0.4 | 0.1 | 0.5 |
| Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (losses) (1) | (4.1) | 1.0 | (3.1) |
| Pension and postretirement adjustment | (3.7) | 1.1 | (2.6) |
| Total other comprehensive income | $(43.4) | $1.1 | $(42.3) |
| Foreign currency translation adjustment attributable to Verisk | $67.0 | $— | $67.0 |
| Foreign currency translation adjustment attributable to noncontrolling interests | 0.6 | — | 0.6 |
| Cumulative translation adjustment recognized upon deconsolidation of the Energy business | 700.6 | — | 700.6 |
| Foreign currency translation adjustment | 768.2 | — | 768.2 |
| Pension and postretirement adjustment before reclassifications | 35.1 | (8.9) | 26.2 |
| Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (losses) (1) | (5.8) | 1.4 | (4.4) |
| Pension and postretirement adjustment | 29.3 | (7.5) | 21.8 |
| Total other comprehensive loss | $797.5 | $(7.5) | $790.0 |
| (1) | These accumulated other comprehensive loss components, before tax, are included under “Cost of revenues” and “Selling, general and administrative” in our accompanying consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (See Note 18. Pension and Postretirement Benefits for additional details). |
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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 $23.5 thousand for2025, $23.0 thousand for2024, and $22.5 thousand for2023. Certain eligible participants (age 50 and older)* maycontribute an additional $7.5 thousand for2025*,2024, and2023. 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, 2025,*2024, and2023, were $33.3 million, $33.8 million, and $32.4 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, 2025,*2024, and2023, 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 our Verisk Analytics Inc.2021 Equity Incentive Plan ("2021 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, 2025*, there were 12,185,347 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, 2025and December 31, 2024* was $56.9 million and $124.8 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, 2025,*2024, and2023 and changes during the years are presented below.
| Stock Option · Restricted Stock · PSU | ||||||||
|---|---|---|---|---|---|---|---|---|
| Weighted · Weighted | ||||||||
| Weighted · Average · Average | ||||||||
| Average · Aggregate · Grant Date · Grant Date | ||||||||
| Number · Exercise · Intrinsic · Number · Fair Value · Number · Fair Value | ||||||||
| of Options · Price · Value · of Shares · Per Share · of Shares · Per Share | ||||||||
| (in millions) | ||||||||
| Outstanding at January 1, 2023 | 4,023,816 | $132.90 | $193.3 | 307,575 | $182.07 | 199,494 | $195.34 | |
| Granted | 211,945 | $185.29 | 194,236 | $185.22 | 48,486 | $212.86 | ||
| Dividend reinvestment | — | $— | — | $— | 1,142 | N/A | ||
| Exercised or lapsed | (1,295,815) | $108.85 | $118.1 | (178,602) | $179.39 | (45,997) | $192.93 | |
| Canceled, expired or forfeited | (227,436) | $187.56 | (32,170) | $183.25 | (21,889) | $207.27 | ||
| Outstanding at December 31, 2023 | 2,712,510 | $143.91 | $257.6 | 291,039 | $186.28 | 181,236 | $199.62 | |
| Granted | 203,884 | $237.10 | 155,304 | $237.93 | 47,838 | $265.94 | ||
| Dividend reinvestment | — | $— | — | $— | 1,073 | N/A | ||
| Exercised or lapsed | (976,351) | $127.80 | $124.8 | (120,287) | $188.06 | (47,821) | $210.07 | |
| Canceled, expired or forfeited | (29,710) | $199.81 | (18,515) | $207.81 | (1,870) | $210.07 | ||
| Outstanding at December 31, 2024 | 1,910,333 | $161.16 | $218.3 | 307,541 | $210.62 | 180,456 | $205.10 | |
| Granted | 217,969 | $273.52 | 159,200 | $278.72 | 46,225 | $309.25 | ||
| Dividend reinvestment | — | $— | — | $— | 999 | N/A | ||
| Exercised or lapsed | (418,936) | $137.04 | $64.2 | (124,831) | $211.80 | (84,592) | $167.90 | |
| Canceled, expired or forfeited | (33,026) | $231.98 | (19,963) | $234.60 | (7,172) | $258.08 | ||
| Outstanding at December 31, 2025 | 1,676,340 | $180.40 | $72.6 | 321,947 | $242.66 | 135,916 | $262.39 | |
| Exercisable at December 31, 2025 | 1,178,052 | $156.76 | $78.8 | |||||
| Exercisable at December 31, 2024 | 1,345,181 | $142.14 | $179.3 | |||||
| Nonvested at December 31, 2025 | 498,288 | 321,947 | 135,916 | |||||
| Expected to vest at December 31, 2025 | 416,181 | 283,450 | 112,120 | (1) | ||||
| (1) | Includes estimated performance achievement |
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:*
| 2025 | 2024 | 2023 | |
|---|---|---|---|
| Option pricing model | Black-Scholes | Black-Scholes | Black-Scholes |
| Weighted average grant price | $273.52 | $237.10 | $185.29 |
| Expected volatility | 22.00% | 23.51% | 27.28% |
| Risk-free interest rate | 4.35% | 3.89% | 3.77% |
| Expected term in years | 3.5 | 3.7 | 4.0 |
| Dividend yield | 0.62% | 0.66% | 0.66% |
| Weighted average grant date fair value per stock option | $59.19 | $53.45 | $48.14 |
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A summary of the status of our nonvested options and changes are presented below:
| Number of Options | Weighted Average Grant-Date Fair Value Per Option | |
|---|---|---|
| Nonvested balance at January 1, 2023 | 1,321,741 | $34.65 |
| Granted | 211,945 | $52.69 |
| Vested | (540,993) | $33.08 |
| Cancelled or expired | (227,436) | $38.03 |
| Nonvested balance at December 31, 2023 | 765,257 | $39.74 |
| Granted | 203,884 | $53.75 |
| Vested | (374,279) | $36.67 |
| Cancelled or expired | (29,710) | $44.34 |
| Nonvested balance at December 31, 2024 | 565,152 | $46.59 |
| Granted | 217,969 | $59.19 |
| Vested | (251,807) | $60.07 |
| Cancelled or expired | (33,026) | $52.30 |
| Nonvested balance at December 31, 2025 | 498,288 | $53.10 |
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 $18.3 million, $27.3 million, and $20.6 million from exercised stock options were recorded as income tax benefit in our accompanying consolidated statements of operations for the years ended* December 31, 2025,2024, and2023, respectively. Stock-based compensation expense for the years ended December 31, 2025,2024, and2023 was $54.2 million, $47.9 million, and $54.0 million, respectively. As of December 31, 2025*, the weighted average remaining contractual terms were 5.4 and 4.3 years for outstanding and exercisable stock options, respectively. As of* December 31, 2024*, the weighted average remaining contractual terms were 5.5 years and 4.5 years for outstanding and exercisable stock options, respectively.
As of* December 31, 2025*, there was $84.3 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 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.34 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, 2025,2024, and2023, we granted 3,640,3,268, and 5,144 stock options under the U.K. Sharesave Plan at a discounted exercise price of $254.10, $257.05, and $227.65, respectively. As of December 31, 2025*, there were 436,408 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, 2025,2024, and2023, we issued 18,234,16,964, and 18,636 shares of common stock at a weighted average discounted price of $255.63, $247.44, and $209.68, respectively. As of December 31, 2025*, there were 1,142,061 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 $0.8 million in2025 and $0.7 million in2024, and expect to contribute $0.9 million in2026.
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 for2025 and2024, 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 in2026.
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:*
| Pension Plan and SERP | Postretirement Plan | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Change in benefit obligation: | ||||
| Benefit obligation at January 1 | $298.0 | $317.8 | $3.0 | $4.1 |
| Interest cost | 16.1 | 16.1 | 0.2 | 0.1 |
| Actuarial loss (gain) | 10.4 | (7.8) | (0.1) | (0.4) |
| Plan participants’ contributions | — | — | 2.1 | 1.4 |
| Benefits paid | (27.8) | (28.1) | (2.5) | (2.2) |
| Benefit obligation at December 31 | $296.7 | $298.0 | $2.7 | $3.0 |
| Accumulated benefit obligation at December 31 | $296.7 | $298.0 | ||
| Change in plan assets: | ||||
| Fair value of plan assets at January 1 | $409.5 | $425.9 | $8.1 | $8.1 |
| Actuarial gain | 43.4 | 11.0 | 0.5 | — |
| Employer contributions, net | 0.8 | 0.7 | (1.5) | 0.8 |
| Plan participants’ contributions | — | — | 2.1 | 1.4 |
| Benefits paid | (27.8) | (28.1) | (2.5) | (2.2) |
| Fair value of plan assets at December 31 | $425.9 | $409.5 | $6.7 | $8.1 |
| Funded status at December 31 | $(129.2) | $(111.5) | $(4.0) | $(5.1) |
| Amounts recognized in the consolidated balance sheets consist of: | ||||
| Pension assets, noncurrent (1) | $(137.7) | $(120.4) | $(4.0) | $(5.1) |
| Pension, SERP and postretirement benefits, current (2) | 0.8 | 0.7 | — | — |
| Pension, SERP and postretirement benefits, noncurrent (3) | 7.7 | 8.2 | — | — |
| Total Pension, SERP and Postretirement benefits | $(129.2) | $(111.5) | $(4.0) | $(5.1) |
(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:
| Pension Plan and SERP | Postretirement Plan | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Prior service cost | $2.2 | $2.3 | $— | $— |
| Actuarial losses | 111.0 | 122.6 | 2.4 | 3.1 |
| Accumulated other comprehensive losses, pretax | $113.2 | $124.9 | $2.4 | $3.1 |
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:*
| Pension Plan and SERP | Postretirement Plan | |||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
| Interest cost | $16.1 | $16.1 | $17.1 | $0.2 | $0.1 | $0.2 |
| Expected return on plan assets | (25.6) | (26.8) | (24.1) | (0.1) | (0.2) | (0.1) |
| Amortization of prior service cost reclassified from accumulated other comprehensive income | 0.2 | 0.2 | 0.2 | — | — | — |
| Amortization of net actuarial loss reclassified from accumulated other comprehensive income | 4.4 | 3.6 | 5.2 | 0.3 | 0.3 | 0.4 |
| Net periodic (credit) benefit cost | (4.9) | (6.9) | (1.6) | 0.4 | 0.2 | 0.5 |
| Less: Amortization of prior service cost reclassified from accumulated other comprehensive income | (0.2) | (0.1) | (0.2) | — | — | — |
| Less: Amortization of actuarial loss reclassified from accumulated other comprehensive losses | (0.1) | (0.1) | (0.1) | — | — | — |
| Less: Net loss recognized reclassified from accumulated other comprehensive losses | (4.1) | (3.5) | (5.1) | (0.4) | (0.3) | (0.4) |
| Actuarial loss (gain) | (7.3) | 7.9 | (24.3) | (0.3) | (0.2) | 0.8 |
| Total recognized in other comprehensive income | (11.7) | 4.2 | (29.7) | (0.7) | (0.5) | 0.4 |
| Total recognized in net periodic benefit credit and other comprehensive (income) loss | $(16.6) | $(2.7) | $(31.3) | $(0.3) | $(0.3) | $0.9 |
The weighted-average assumptions used to determine benefit obligations as of* December 31, 2025and2024* and net periodic benefit (credit) cost for the years2025,2024 and2023 are provided below:
| Pension Plan and SERP · Postretirement Plan | ||||||||
|---|---|---|---|---|---|---|---|---|
| Weighted-average assumptions used to determine benefit obligations: · 2025 · 2024 · 2025 · 2024 | ||||||||
| Discount rate | 5.42% | 5.64% | 4.64% | 5.17% | ||||
| Expected return on plan assets | 6.50% | 6.50% | 1.75% | 1.75% | ||||
| Cash balance interest credit rate | 4.20% | 5.42% | N/A | |||||
| Weighted-average assumptions used to determine net periodic benefit (credit) cost: | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||
| Discount rate | 5.64% | 5.37% | 5.48% | 5.17% | 4.75% | 5.25% | ||
| Expected return on plan assets | 6.50% | 6.50% | 6.25% | 1.75% | 1.75% | 1.75% | ||
| Cash balance interest credit rate | 4.20% | 5.42% | 4.43% | N/A | ||||
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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.
| Pension Plan · Postretirement | ||||
|---|---|---|---|---|
| and SERP · Plan | ||||
| Gross · Gross · Medicare · Net | ||||
| Benefit · Benefit · Subsidy · Benefit | ||||
| Amount · Amount · Payments · Amount | ||||
| 2026 | $27.9 | $0.5 | $(0.1) | $0.4 |
| 2027 | $27.8 | $0.4 | $— | $0.4 |
| 2028 | $27.4 | $0.4 | $— | $0.4 |
| 2029 | $26.2 | $0.3 | $— | $0.3 |
| 2030 | $25.5 | $0.3 | $— | $0.3 |
| 2030 and thereafter | $115.9 | $0.9 | $— | $0.9 |
The healthcare cost trend rate for2025 was 8.75% gradually decreasing to 4.5% in2043. 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 $0.8 million and $1.0 million as of* December 31, 2025and2024*, respectively. The subsidy cost increased the net periodic benefit cost by approximately $113.7 thousand,$132.9 thousand, and $118.1 thousand in fiscal2025,2024 and2023, respectively.
The expected return on our Pension Plan assets as of* December 31, 2025and2024* was 6.50%, 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 of2025 and as of* December 31, 2024,*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, 2025and2024*, and target allo cation by asset category are as follows:
| Target · Percentage of Plan Assets | |||
|---|---|---|---|
| Asset Category | Allocation | 2025 | 2024 |
| Equity securities | 40.0% | 35.9% | 36.5% |
| Debt securities | 60.0 | 58.8 | 57.5 |
| Real Estate | — | 4.9 | 4.9 |
| Other | — | 0.4 | 1.1 |
| Total | 100.0% | 100.0% | 100.0% |
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, 2025and2024* was 100% in debt securities.
There wereno transfers among Levels1, 2, or3 for the years ended* December 31, 2025and2024*. 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:
| Quoted Prices · Significant | |||
|---|---|---|---|
| in Active · Other | |||
| Markets for · Observable | |||
| Identical Assets · Inputs | |||
| Total | (Level 1) | (Level 2) | |
| Equity | |||
| Managed equity accounts (1) | $117.5 | $117.5 | $— |
| Equity — pooled separate account (2) | 35.7 | — | 35.7 |
| Debt | |||
| Fixed income manager — separately managed account (5) | 250.3 | — | 250.3 |
| Fixed income manager — government securities (3) | 6.6 | 6.6 | — |
| Others | |||
| Cash — pooled separate account (2) | 1.6 | — | 1.6 |
| Global real estate account (4) | 20.9 | — | 20.9 |
| Total | $432.6 | $124.1 | $308.5 |
| Equity | |||
| Managed equity accounts (1) | $117.0 | $117.0 | $— |
| Equity — pooled separate account (2) | 32.4 | — | 32.4 |
| Debt | |||
| Fixed income manager — separately managed account (5) | 235.7 | — | 235.7 |
| Fixed income manager — government securities (3) | 8.1 | 8.1 | — |
| Others | |||
| Cash — pooled separate account (2) | 4.5 | — | 4.5 |
| Global real estate account (4) | 19.9 | — | 19.9 |
| Total | $417.6 | $125.1 | $292.5 |
| (1) | Valued at the closing price of shares for domestic stocks within the managed equity accounts, and valued at the net asset value (“NAV”) of shares for mutual funds at either the closing price reported in the active market or based on yields currently available on comparable securities of issuers with similar credit ratings for corporate bonds held by the Pension Plan in these managed accounts. |
| (2) | The pooled separate accounts invest in domestic and foreign stocks, bonds and mutual funds. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the pooled separate account, which is not publicly quoted. |
| (3) | The fund invested in the U.S. government, its agencies or instrumentalities or securities that are rated AAA by S&P, AAA by Fitch, or Aaa by Moody’s, including but not limited to mortgage securities such as agency and non-agency collateralized mortgage obligations, and other obligations that are secured by mortgages or mortgage backed securities, and valued at the closing price reported in the active market. |
| (4) | The funds invested in common stocks and other equity securities issued by domestic and foreign real estate companies, including real estate investment trusts ("REIT") and similar REIT-like entities. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the funds, which is not publicly quoted. |
| (5) | The separately managed accounts invest in U.S. Treasury Bonds and U.S. Treasury Separate Trading of Registered Interest and Principal of Securities (“UST STRIPS”). The fair values of these bonds and UST STRIPS are publicly quoted and are used in determining the NAV of the separately managed account, which is not publicly quoted. |
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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.
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. The CODM doesnot regularly review or manage any significant expenses on a standalone basis, as such expenses arenot separately identifiable or material at the segment level. For the year ended* December 31, 2025,2024 and2023 results, please refer to the Consolidated Statements of Operations 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 Note*6*.* Revenues for information on disaggregated revenues by type of service and by country.
Long-lived assets by country are provided below as of* December 31:*
| 2025 | 2024 | |
|---|---|---|
| Long-lived assets: | ||
| U.S. | $2,278.4 | $2,303.1 |
| U.K. | 659.8 | 589.4 |
| Other countries | 491.9 | 460.6 |
| Total long-lived assets | $3,430.1 | $3,353.1 |
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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, 2025and2024.*
Jeffrey Dailey,one of our directors, is also a director of Liberty Mutual Insurance. Liberty Mutual Insurance is a customer of Verisk, and our revenue from Liberty Mutual Insurance was approximately2% of our consolidated revenue for the years ended* December 31, 2025and2024.*
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 was approximately1%* of our consolidated revenue for the year ended* December 31, 2024.*
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.Defendants filed their motions to dismiss Plaintiffs' claims on April 14, 2025.On October 2, 2025,several Plaintiffs brought a lawsuit alleging similar claims against GM, OnStar, LexisNexis, and Verisk in the matter, McBride, et al v. General Motors, et al., in the U.S. District Court, Southern District of California, CaseNo.* 3:25-cv-02619-AJB-MMP. On* October 10, 2025,those Plaintiffs filed a Notice of Potential Tag Along, seeking a transfer of their lawsuit to the MDL proceeding. The transfer Order was finalized on October 28, 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
We are a party to contractual disputes that involve alleged breaches of contract or disagreements regarding performance or interpretation. While we dispute the allegations in these matters and intend to defend our position vigorously, the ultimate outcome of such disputes is inherently uncertain. The resolution ofone or more of these matters could, individually or in the aggregate, result in liabilities, damages, settlement costs, or other losses that* may*be material to our consolidated financial position.
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.*The parties have settled in principle and are finalizing settlement paperwork.
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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. We filed a motion to dismiss, and alternatively, a request to stay the case pending a ruling on constitutionality of Daniel's Law by the3rd* Circuit in a separate Atlas lawsuit. The New Jersey Attorney General’s Office moved to intervene and also sought a stay pending a constitutionality decision by the New Jersey Supreme Court in a separate matter. The court issued an Order staying all discovery until further ordered by the court. On* November 4, 2025,Plaintiffs filed an application to classify and consolidate the pending111* Daniel's Law cases into a Multi-County Litigation ("MCL"). On* January 4, 2026,Verisk joined in opposition to the MCL application. At this time, it isnot* possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.
Trade Secrets Litigation
On* March 14, 2024,JP Morgan Chase Bank (“JPMC”) filed a lawsuit, JPMorgan Chase Bank, National Association v. Argus Information & Advisory Services Inc., Verisk Analytics, Inc. and Trans Union LLC, in the District of Delaware federal court, CaseNo.* 1:24-cv-00348-SB, alleging that Defendants misappropriated JPMC’s trade secret data in violation of federal and state laws. JPMC seeks lost profits, unjust enrichment, a reasonable royalty, exemplary damages, attorney fees and costs, as well as an injunction against Defendants to enjoin any further improper conduct allegedly stemming from Argus’ data use practices. Following a partial denial of our motion to dismiss the initial complaint, JPMC amended its complaint on* September 5, 2025to add new allegations supporting state law-based trade secrets claims. On October 17, 2025,we filed a motion to dismiss the amended complaint, which remains pending. At this time, it isnot* possible to reasonably estimate the reasonably possible loss related to this matter, as the case is still in its early stages.
Mergers and Acquisitions Litigation
On* July 29, 2025,Verisk Analytics, Inc. and ExactLogix, Inc. (d/b/a “AccuLynx”) signed an Agreement and Plan of Merger (the "Agreement") for a transaction pursuant to which Verisk would acquire AccuLynx. On December 26, 2025,Verisk terminated the Agreement in accordance with its terms. On that same day, AccuLynx sent a letter to Verisk alleging that the termination was legally ineffective and constituted a breach of the Agreement. Thereafter, on January 3, 2026,AccuLynx sent a demand letter seeking Verisk’s compliance with the terms of the Agreement or payment in lieu thereof. Verisk filed a declaratory judgment action on January 7, 2026,in the Delaware Court of Chancery asking the court to determine that Verisk’s termination of the Agreement is valid and effective in accordance with the terms of the Agreement. On January 21, 2026,AccuLynx filed counterclaims against Verisk in the declaratory judgment action, asserting that Verisk has breached the parties' Agreement and that AccuLynx is entitled to specific performance of the Agreement and/or monetary damages. 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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22. Subsequent Events:
In* January 2026,*we granted 282,414 nonqualified stock options,169,187 shares of restricted stock, and 62,662 PSUs to key employees. The nonqualified stock options and restricted stock have a graded service vesting period offour years. The PSUs granted consisted of 39,097 TSR-based PSUs and 23,565 ROIC-based PSUs.
On* January 6, 2026,pursuant to the special mandatory redemption provision, we redeemed the $1,500.0 million aggregate principal amount of the2030* Notes and2036 Notes in full at the special mandatory redemption price, equal to 101% of the principal amount of such notes plus accrued and unpaid interest to the redemption date. Please see Note15. Debt for additional information.
On* February 13, 2026,our Board of Directors approved a cash dividend of $0.50 per share of common stock issued and outstanding, payable on March 31, 2026,to holders of record as of March 13, 2026.*Our Board of Directors also approved an increase to the share repurchase authorization to $2.5 billion in total, inclusive of the remaining authorization amount.
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Supplementary Financial Information (Unaudited)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.