Verisk Analytics, Inc.
For the period ended Mar 31, 2026. Filed Apr 29, 2026.
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Mar 31, 2026 · Filed Apr 29, 2026
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Notes to Condensed Consolidated Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in millions, except for share and per share data, unless otherwise stated)
1. Organization:
Verisk Analytics, Inc. (the "Company") is a strategic data analytics and technology partner to the global insurance industry. We empower clients to strengthen operating efficiency, improve underwriting and claims outcomes, combat fraud and make informed decisions about global risks, including climate change, catastrophic events, sustainability, and political issues. Through advanced data analytics, software, scientific research, and deep industry knowledge, we help build global resilience for individuals, communities, and businesses. We trade under the ticker symbol "VRSK" on the Nasdaq Global Select Market.
2. Basis of Presentation and Summary of Significant Accounting Policies:
Our accompanying unaudited condensed consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the U.S. ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include acquisition purchase price allocations, the fair value of goodwill and intangibles, the realization of deferred tax assets and liabilities, acquisition-related liabilities, fair value of stock-based compensation for equity awards granted, and assets and liabilities for pension and postretirement benefits. Actual results* may*ultimately differ from those estimates.
Our condensed consolidated financial statements as of* March 31, 2026* and for thethree months ended* March 31, 2026and2025*, in the opinion of management, include all adjustments, consisting of normal recurring items, to present fairly our financial position, results of operations, and cash flows. Our operating results for thethree months ended* March 31, 2026* arenot necessarily indicative of the results to be expected for the full year. Our condensed consolidated financial statements and related notes as of and for thethree months ended* March 31, 2026* have been prepared on the same basis as and should be read in conjunction with our annual report on Form10-K for the year ended* December 31, 2025*. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules of the SEC. We believe the disclosures made are adequate to keep the information presented from being misleading.
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Recent Accounting Pronouncements
| Accounting Standard | Description | Effective Date | Effect on Consolidated Financial Statements or Other Significant Matters |
|---|---|---|---|
| Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Disaggregation of Income Statement Expenses ("ASU No. 2024-03"). | The amendments in ASU No. 2024-03 require additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. | The ASU is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027, with early adoption permitted. Prospective application is required and retrospective application is permitted. | We are currently evaluating the impact that the adoption of this standard will have on our disclosures. |
| Income Statement—Reporting Financial Instruments—Credit Losses (Subtopic 326-20): In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU No. 2025-05"). | The amendments in ASU No. 2025-05 introduce a practical expedient for all entities related to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. | The ASU's amendments are effective for interim and annual reporting periods beginning after December 15, 2025. Early adoption is permitted. Prospective application is required. | The adoption of this standard did not have a material impact on our consolidated financial statements. |
| Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software ("ASU No. 2025-06"). | The amendments in ASU No. 2025-06 make targeted improvements to Subtopic 350-40 to increase the operability of the recognition guidance considering different methods of software development. | The ASU's amendments are effective for interim and annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Prospective, modified, or retrospective application is permitted. | We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements. |
| Codification Improvements: In December 2025, the FASB issued Accounting Standards Update No. 2025-12, Codification Improvements ("ASU No. 2025-12"). | The amendments in ASU No. 2025-12 provide updates for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. | The ASU's amendments are effective for interim and annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Prospective and retrospective application are permitted. | The adoption of this standard is not expected to have a material impact on our consolidated financial statements. |
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3. Revenues:
Disaggregated revenues by type of service and by country are provided below for thethree months ended* March 31, 2026and2025*.No individual customer or country outside of the U.S. accounted for10.0% or more of our consolidated revenues for thethree months ended* March 31, 2026* or2025.
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Insurance: | ||
| Underwriting | $552.1 | $532.0 |
| Claims | 230.5 | 221.0 |
| Total revenues | $782.6 | $753.0 |
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Revenues: | ||
| United States | $638.4 | $621.5 |
| United Kingdom | 65.3 | 60.0 |
| Other countries | 78.9 | 71.5 |
| Total revenues | $782.6 | $753.0 |
Contract assets are defined as an entity's right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. As of* March 31, 2026* and* December 31, 2025*, we hadno contract assets.
Contract liabilities are defined as an entity's obligation to transfer goods or services to a customer for which the entity has received consideration (or an amount of consideration is due) from the customer. As of* March 31, 2026* and* December 31, 2025*, we had contract liabilities that primarily related to unsatisfied performance obligations to provide customers with the right to use and update the online content over the remaining contract term of $689.9 million and $446.2 million, respectively. Contract liabilities, which are current and noncurrent, are included in "Deferred revenues" and "Other noncurrent liabilities" in our condensed consolidated balance sheets, respectively, as of* March 31, 2026* and* December 31, 2025*.
The following is a summary of the change in contract liabilities from* December 31, 2025* through* March 31, 2026*:
| Contract liabilities at December 31, 2025 | $446.2 |
|---|---|
| Additions to contract liabilities | 1,027.4 |
| Total revenues | (782.6) |
| Foreign currency translation adjustment | (1.1) |
| Contract liabilities at March 31, 2026 | $689.9 |
Our most significant remaining performance obligations relate to providing customers with the right to use and update the online content over the remaining contract term. Our disclosure of the timing for satisfying the performance obligation is based on the requirements of contracts with customers. However, from time to time, these contracts* maybe subject to modifications, impacting the timing of satisfying the performance obligations. These performance obligations, which are expected to be satisfied withinone* year, comprised approximately 99%** of the balance as of March 31, 2026 and* December 31, 2025*.
We recognize an asset for incremental costs of obtaining a contract with a customer if we expect the benefits of those costs to be longer thanone year. As of* March 31, 2026* and* December 31, 2025*, we had deferred commissions of $81.7 million and $77.5 million, respectively, which have been included in "Prepaid expenses" and "Other noncurrent assets" in our accompanying condensed consolidated balance sheets.
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4. Investments and Fair Value Measurements:
Certain assets and liabilities are reported at fair value in our accompanying condensed consolidated balance sheets. Such assets and liabilities include amounts for both financial and non-financial instruments. ASC820-10, Fair Value Measurements, established athree-level fair value hierarchy to prioritize the inputs to valuation techniques used to measure fair value, as follows:
Level 1 - Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded instruments.
Level 2 - Assets or liabilities valued based on observable market data for similar instruments.
Level 3 - Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which are internally-developed, and considers risk premiums that market participants would require.
The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short-term debt approximate their carrying amounts, because of the short-term nature of these instruments and are classified as Level1. Our investments in registered investment companies, which are Level1 assets measured at fair value on a recurring basis, were $0.7 million as of* March 31, 2026* and* December 31, 2025*. Our investments in registered investment companies are valued using quoted prices in active markets multiplied by the number of shares owned and were included in "Other current assets" in our accompanying condensed consolidated balance sheets.
We electednot to carry our long-term debt at fair value. The carrying value of the long-term debt represents amortized cost, inclusive of unamortized premium, and net of unamortized discount and debt issuance costs. We assess the fair value of these financial instruments based on an estimate of interest rates available to us for financial instruments with similar features, our current credit rating, and spreads applicable to us. The following table summarizes the carrying value and estimated fair value of these financial instruments as of* March 31, 2026* and* December 31, 2025*, respectively:
| March 31, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| Fair Value | Carrying | Estimated | Carrying | Estimated | |
| Hierarchy | Value | Fair Value | Value | Fair Value | |
| Financial instruments not carried at fair value: | |||||
| Senior notes (Note 7) | Level 2 | $4,206.6 | $4,056.5 | $4,715.4 | $4,670.6 |
As of* March 31, 2026* and* December 31, 2025*, we had securities without readily determinable market values of $198.8 million and $198.9 million, respectively, which were accounted for at cost. We donot have the ability to exercise significant influence over the investees’ operating and financial policies and donot hold investments in common stock or in-substance common stock in such entities. As of* March 31, 2026* and* December 31, 2025*, we also had investments in private companies of $30.8 million and $29.8 million, respectively, accounted for in accordance with ASC323-10-25,The Equity Method of Accounting for Investments in Common Stock ("ASC323-10-25"), as equity method investments. All such investments were included in "Other noncurrent assets" in our accompanying condensed consolidated balance sheets. For thethree months ended* March 31, 2026* and* December 31, 2025,*there wasno provision for credit losses related to these investments.
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5. Acquisitions:
There wereno acquisitions announced or completed in thefirst quarter of2026.
Acquisition Escrows and Related Liabilities
Pursuant to the related acquisition agreements, we have funded various escrow amounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition dates, as well as a portion of the contingent payment. At* March 31, 2026and December 31, 2025,*the escrows amounted to $2.2 million and $2.7 million, respectively, and are included in "Other noncurrent assets" in our accompanying condensed consolidated balance sheets.
As of* March 31, 2026*, the acquisitions of Morning Data Limited and Data Driven Safety, LLC included acquisition-related contingent payments, for which the sellers of these acquisitions could receive additional payments by achieving the specific predetermined revenue and EBITDA margin earn-out targets for exceptional performance. We believe that the liabilities recorded as of* March 31, 2026* and* December 31, 2025* reflect the best estimate of acquisition-related contingent payments. The current liability for acquisition-related contingent payments was $2.1 million and $9.6 million as of* March 31, 2026* and* December 31, 2025*, respectively. There wasno associated noncurrent portion of the contingent payments as of* March 31, 2026* and* December 31, 2025*, respectively.
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6. Income Taxes:
Our effective tax rate for thethree months ended* March 31, 2026* was 24.1% compared to the effective tax rate for thethree months ended* March 31, 2025* of 21.6%. The increase in the effective tax rate was primarily due to lower tax benefits from equity compensation in the current period versus the prior period. The difference between statutory tax rates and our effective tax rate is primarily due to state and local taxes, partially offset by tax benefits attributable to equity compensation.
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7. Debt:
The following table presents short-term and long-term debt by issuance:
| Issuance Date · Maturity Date · March 31, 2026 · December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Short-term debt and current portion of long-term debt: | ||||||
| Term loan facility, net of debt issuance costs of $0.4 | 2/18/2026 | 2/19/2027 | $249.6 | $— | ||
| 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 | — | 750.0 | ||
| 5.125% senior notes, less unamortized discount and debt issuance costs of $0.0 | 8/21/2025 | 2/15/2036 | — | 750.0 | ||
| Finance lease liabilities | Various | Various | 8.8 | 8.9 | ||
| Short-term debt and current portion of long-term debt | 258.4 | 1,508.9 | ||||
| Long-term debt: | ||||||
| Senior notes: | ||||||
| 4.125% senior notes, inclusive of unamortized premium, and net of unamortized discount and debt issuance costs of $4.4 and $4.8, respectively | 3/6/2019 | 3/15/2029 | 604.4 | 604.8 | ||
| 4.450% senior notes, less unamortized discount and debt issuance costs of $(4.3) and $0.0, respectively | 2/26/2026 | 3/15/2031 | 495.7 | — | ||
| 5.750% senior notes, less unamortized discount and debt issuance costs of $(6.7) and $(7.0), respectively | 3/3/2023 | 4/1/2033 | 493.3 | 493.0 | ||
| 5.250% senior notes, less unamortized discount and debt issuance costs of $(12.4) and $(12.7), respectively | 6/5/2024 | 6/5/2034 | 587.6 | 587.3 | ||
| 5.250% senior notes, less unamortized discount and debt issuance costs of $(7.1) and $(7.3), respectively | 3/11/2025 | 3/15/2035 | 692.9 | 692.7 | ||
| 5.125% senior notes, less unamortized discount and debt issuance costs of $(5.1) and $0.0, respectively | 2/26/2026 | 3/15/2036 | 494.9 | — | ||
| 5.500% senior notes, less unamortized discount and debt issuance costs of $(3.4) and $(3.5), respectively | 5/15/2015 | 6/15/2045 | 346.6 | 346.5 | ||
| 3.625% senior notes, less unamortized discount and debt issuance costs of $(8.8) and $(8.9), respectively | 5/13/2020 | 5/15/2050 | 491.2 | 491.1 | ||
| Finance lease liabilities | Various | Various | 12.3 | 14.7 | ||
| Syndicated revolving credit facility debt issuance costs | Various | Various | (1.7) | (1.8) | ||
| Long-term debt | 4,217.2 | 3,228.3 | ||||
| Total debt | $4,475.6 | $4,737.2 | ||||
Senior Notes
As of* March 31, 2026* and* December 31, 2025*, we had senior notes with an aggregate principal amount of $4,250.0 million and $4,750.0 million outstanding, respectively, and were in compliance with our financial and other covenants.
On* February 26, 2026,we completed the issuances of $500.0 million aggregate principal amount of 4.450% senior notes due2031* (the*“2031* Senior Notes”) and $500.0 million aggregate principal amount of 5.125% senior notes due2036 (the*“2036* Senior Notes”). The2031 Senior Notes will mature on* March 15, 2031,and accrue interest at a fixed rate of4.450%* per annum, and the2036 Senior Notes will mature on* March 15, 2036,and accrue interest at a fixed rate of5.125%* per annum. Interest on both issuances is payable semiannually on* March 15and September 15of each year, beginning September 15, 2026.The2031* Senior Notes and2036 Senior Notes were issued at a discount of $0.2 million and $0.8 million, and we incurred debt issuance costs of $4.1 million and $4.4 million, respectively. 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 the2031 Senior Notes and2036 Senior Notes. The net proceeds of the2031 Senior Notes and2036 Senior Notes were used to repay the amounts drawn from our syndicated revolving credit facility ("Syndicated Revolving Credit Facility") and part of the term loan facility ("Term Loan Facility"). The indenture governing the2031 Senior Notes and2036 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.
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Special Mandatory Redemption
On* July 29, 2025,we entered into a definitive agreement to acquire ExactLogix, Inc. ("AccuLynx"). The indenture governing the $750.0 million aggregate principal amount of 4.500% senior notes due2030* (the*"4.500%* 2030 Senior Notes") and $750.0 million aggregate principal amount of 5.125% senior notes due2036 (the*"5.125%* 2036 Senior Notes"), which were issued in connection with the AccuLynx acquisition, included a special mandatory redemption provision requiring us to redeem the4.500% 2030 Senior Notes and5.125% 2036 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 the4.500%* 2030 Senior Notes and5.125% 2036 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 the4.500% 2030 Senior Notes and5.125% 2036 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 for the year ended* December 31, 2025.On January 6, 2026,pursuant to the special mandatory redemption provision, we redeemed the $1,500.0 million aggregate principal amount of the4.500%* 2030 Senior Notes and5.125% 2036 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.
Credit Facility
We have a Syndicated Revolving Credit Facility with a borrowing capacity of $1,250.0 million with Bank of America N.A., HSBC Bank USA, N.A., The Toronto-Dominion Bank, N.A., Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., 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, 2026,we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. During thethree* months ended* March 31, 2026,we drew $750.0 million under our Syndicated Revolving Credit Facility for share repurchases under the accelerated share repurchase agreements, general corporate purposes, and the payment of related fees and expenses. We subsequently repaid the full amount prior to March 31, 2026.As of March 31, 2026and December 31, 2025,*the available capacity under the Syndicated Revolving Credit Facility was $1,245.2 million and $1,245.4 million, which takes into account outstanding letters of credit of $4.8 million and $4.6 million, respectively.
Term Loan Facility
On* February**18,* 2026, we entered into a term loan credit agreement with Wells Fargo Bank, National Association. The Term Loan Facility provides for a364-day senior unsecured delayed draw term loan facility in an aggregate committed principal amount of $500.0 million and carries an interest rate of SOFR plus 95 basis points or a base rate. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest rate coverage ratio ofnot less than 3.00 to1.00, and a maximum consolidated funded debt leverage ratio ofnot greater 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 proceeds of the Term Loan Facility were used to finance, together with $750.0 million under the Company’s existing Syndicated Revolving Credit Facility, share repurchases under the accelerated share repurchase agreements, for general corporate purposes and to pay related fees and expenses. As of* March 31, 2026*, the Company repaid $250.0 million of the Term Loan Facility and had $250.0 million outstanding under the Term Loan Facility.
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8. Stockholders’ (Deficit) Equity:
We have 2,000,000,000 shares of authorized common stock as of* March 31, 2026* and* December 31, 2025*. Our common shares have rights to any dividend declared by our Board of Directors ("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, 2026* and* December 31, 2025*, the adjusted closing price of our common stock was $189.75 and $223.69 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, 2026* and* December 31, 2025*.
On* February 13, 2026,our Board approved a cash dividend of $0.50 per share of common stock issued and outstanding to the holders of record as of March 13, 2026.Cash dividends of $65.5 million and $63.0 million were paid during thethree* months ended* March 31, 2026and2025*, respectively, and recorded as a reduction to retained earnings.
Share Repurchase Program
In* February 2026,we entered into Accelerated Share Repurchase ("ASR") Agreements (the "FebruaryASR Agreements") to repurchase shares of our common stock for an aggregate purchase price of $1.5 billion with HSBC Bank USA, National Association and Wells Fargo Bank, National Association. We utilized cash received from operations, proceeds from our Syndicated Revolving Credit Facility and Term Loan Facility for these repurchases. 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' deficit in our condensed consolidated statement of changes in stockholders' deficit for thethree months ended* March 31, 2026.Upon the payment of the aggregate purchase price on February 23, 2026,we received an initial delivery of 6,986,302 shares of our common stock at an initial price of $182.50, representing approximately 85 percent of the aggregate purchase price. The total number of shares purchased pursuant to the FebruaryASR Agreements will be based on the volume-weighted average prices of our common stock on specified dates during the term of the FebruaryASR Agreements, less a discount, and subject to adjustments pursuant to the terms and conditions of the FebruaryASR Agreements. Final settlement under the FebruaryASR Agreements is expected to occur during thethird* quarter of2026. Upon the final settlement of the* FebruaryASR Agreements, we may*be entitled to receive additional shares of our common stock or, under certain limited circumstances, be required to deliver shares to the counterparties or, at our election, pay cash to the counterparties.
In addition to the* FebruaryASR Agreements, during the three months ended March 31, 2026* , we repurchased $126.1 million of our common stock through open market repurchases. Through these open market repurchases, we received 583,042 shares at an average price of $216.24 recorded within treasury stock. We utilized cash received from operations for these repurchases.
On* February 13, 2026,our Board approved an increase to the share repurchase program authorization to $2.5 billion, inclusive of the then remaining authorization. As of March 31, 2026*, we had $1.0 billion remaining under our share repurchase program. These repurchases for thethree months ended* March 31, 2026*resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").
During thethree months ended* March 31, 2026and2025*, we recorded total excise tax of $13.6 million and $1.3 million, respectively, which has been included within treasury stock, as part of the cost basis of the stock repurchased, and "Accounts payable and accrued liabilities" in our accompanying condensed consolidated balance sheets as of* March 31, 2026and2025*.
Treasury Stock
As of* March 31, 2026*, our treasury stock consisted of 412,986,913 shares of common stock, carried at cost. During thethree months ended* March 31, 2026*, we transferred 187,760 shares of common stock from the treasury shares at a weighted average treasury stock price of $27.45 per share.
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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, 2026and2025*:
| Three Months Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Numerator used in basic and diluted EPS: | ||
| Net income | $234.2 | $232.3 |
| Denominator: | ||
| Weighted average number of common shares used in basic EPS | 135,020,391 | 140,294,117 |
| Effect of dilutive shares: | ||
| Potential common shares issuable from stock options and stock-based awards | 202,179 | 645,438 |
| Weighted average number of common shares and dilutive potential common shares used in diluted EPS | 135,222,570 | 140,939,555 |
The potential shares of common stock that were excluded from diluted EPS were 1,741,751 and 47,243 for thethree months ended* March 31, 2026and2025*, 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, 2026* and* December 31, 2025*:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Foreign currency translation adjustment | $151.0 | $172.8 |
| Pension and postretirement adjustment, net of tax | (64.8) | (65.8) |
| Accumulated other comprehensive income | $86.2 | $107.0 |
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The before-tax and after-tax amounts of other comprehensive (loss) income for thethree months ended* March 31, 2026and2025* are summarized below:
| Before Tax | Tax (Expense) Benefit | After Tax | |
|---|---|---|---|
| Foreign currency translation adjustment | $(21.8) | $— | $(21.8) |
| Pension and postretirement adjustment before reclassifications | 2.5 | (0.7) | 1.8 |
| Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1) | (1.1) | 0.3 | (0.8) |
| Pension and postretirement adjustment | 1.4 | (0.4) | 1.0 |
| Total other comprehensive loss | $(20.4) | $(0.4) | $(20.8) |
| Foreign currency translation adjustment attributable to Verisk | $29.9 | $— | $29.9 |
| Foreign currency translation adjustment attributable to noncontrolling interests | 0.4 | — | 0.4 |
| Foreign currency translation adjustment | 30.3 | — | 30.3 |
| Pension and postretirement adjustment before reclassifications | 2.2 | (0.6) | 1.6 |
| Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1) | (1.0) | 0.3 | (0.7) |
| Pension and postretirement adjustment | 1.2 | (0.3) | 0.9 |
| Total other comprehensive income | $31.5 | $(0.3) | $31.2 |
| (1) | These accumulated other comprehensive loss components, before tax, are included under "Cost of revenues" and "Selling, general and administrative" in our accompanying condensed consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (see Note 10. Pension and Postretirement Benefits for additional details). |
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9. Equity Compensation Plans:
All of our outstanding stock options, restricted stock awards, deferred stock units, and PSUs are covered under our Verisk Analytics Inc. 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 consult ants are eligible for awards under our2021 Incentive Plan. We transferred common stock under these plans from our treasury shares. As of* March 31, 2026*, there were 11,351,084 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, 2026and2025* was $10.6 million and $24.7 million, respectively.
In* January 2026,we granted 282,414 non-qualified stock options,169,187 shares of restricted stock, and 62,662 PSUs to key employees. The non-qualified stock options have an exercise price equal to the adjusted closing price of our common stock on the grant date, a graded service vesting period offour years, and 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 and subject to a graded service vesting period offour years. The restricted stock isnot* assignable or transferable until it becomes vested. The PSUs granted consisted of 39,097 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 23,565 PSUs that are tied to the achievement of certain financial performance conditions, namely incremental return on invested capital based on net operating profit (“ROIC-based PSUs”). The TSR-based PSUs and ROIC-based PSUs have athree-year performance period, subject to the recipients' 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 TSR-based PSUs is determined on the grant date using the Monte Carlo Simulation model. The fair value of ROIC-based PSUs 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.
A summary of the status of the stock options, restricted stock, and PSUs awarded under our2021 Incentive Plan as of* March 31, 2026* and* December 31, 2025* and changes during the interim period are presented below:
| Stock Option · Restricted Stock · PSU | ||||||||
|---|---|---|---|---|---|---|---|---|
| Number of Options · Weighted Average Exercise Price · Aggregate Intrinsic Value · Number of Shares · Weighted Average Grant Date Fair Value Per Share · Number of Shares · Weighted Average Grant Date Fair Value Per Share | ||||||||
| Outstanding at December 31, 2025 | 1,676,340 | $180.40 | $72.6 | 321,947 | $242.66 | 135,916 | $262.39 | |
| Granted | 282,414 | $222.05 | 169,759 | $222.05 | 62,662 | $250.54 | ||
| Dividend reinvestment | — | — | 377 | N/A | ||||
| Exercised or lapsed | (77,294) | $129.83 | $5.8 | (106,446) | $225.11 | (45,252) | $204.30 | |
| Canceled, expired or forfeited | (11,279) | $246.94 | (5,594) | $239.19 | (1,697) | $285.56 | ||
| Outstanding at March 31, 2026 | 1,870,181 | $188.38 | $2.6 | 379,666 | $238.37 | 152,006 | $272.01 | |
| Exercisable at March 31, 2026 | 1,295,123 | $168.13 | $28.0 | |||||
| Exercisable at December 31, 2025 | 1,178,052 | $156.76 | $78.8 | |||||
| Nonvested at March 31, 2026 | 575,058 | 379,666 | 152,006 | |||||
| Expected to vest at March 31, 2026 | 490,542 | 336,293 | 85,660 | (1) | ||||
| (1) | Includes estimated performance achievement |
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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:*
| 2026 | 2025 | |
|---|---|---|
| Option pricing model | Black-Scholes | Black-Scholes |
| Weighted average grant price | $222.05 | $273.81 |
| Expected volatility | 22.90% | 22.00% |
| Risk-free interest rate | 3.67% | 4.37% |
| Expected term in years | 3.7 | 3.5 |
| Dividend yield | 0.64% | 0.62% |
| Weighted average grant date fair value per stock option | $48.42 | $59.49 |
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 4.6 years for the outstanding and exercisable stock options, respectively, as of* March 31, 2026*.
As of* March 31, 2026*, there was $134.7 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 Incentive Plan. That cost is expected to be recognized over a weighted average period of 2.78 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. We didnot grant any stock options under this plan for thethree months ended* March 31, 2026and2025.* As of* March 31, 2026*, there were 436,709 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, 2026and2025*, we issued 6,846 and 4,695 shares of common stock at a weighted discounted price of $180.26 and $282.74 for the ESPP, respectively. As of* March 31, 2026*, there were 1,135,220 shares of common stock reserved and available for future issuance under our ESPP.
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10. 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 of2026 and as of* December 31, 2025,*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, 2026and2025* are summarized below:
| Pension Plan and SERP · Postretirement Plan | ||||
|---|---|---|---|---|
| For the Three Months Ended March 31, | ||||
| 2026 | 2025 | 2026 | 2025 | |
| Interest cost | $3.8 | $3.7 | $— | $0.1 |
| Expected return on plan assets | (6.7) | (6.2) | — | (0.1) |
| Amortization of prior service cost | 0.1 | 0.1 | — | — |
| Amortization of net actuarial loss | 0.9 | 0.9 | 0.1 | 0.1 |
| Net periodic (benefit) cost | $(1.9) | $(1.5) | $0.1 | $0.1 |
| Employer contributions/(reimbursement), net | 0.8 | $0.1 | 0.1 | $(2.4) |
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11. Segment Reporting:**
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.
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 U.S. GAAP measure of segment profit 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 quarter ended* March 31, 2026,please refer to the Condensed 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 Statements 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:
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| Long-lived assets: | ||
| U.S. | $2,365.9 | $2,278.4 |
| U.K. | 650.6 | 659.8 |
| Other countries | 380.0 | 491.9 |
| Total long-lived assets | $3,396.5 | $3,430.1 |
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12. 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, 2026and2025*, we hadno material transactions with related parties owning more than5.0% of the entire class of stock.
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13. 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 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 attorneys’ 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.
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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 finalized settlement on February 17, 2026and the case was dismissed with prejudice on February 27, 2026.*
Data Privacy Litigation
On or about* February 8, 2024,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,we filed a motion to dismiss the amended complaint, which remains pending. Discovery is ongoing. 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.
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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 for a transaction under which Verisk would acquire AccuLynx. On December 26, 2025,Verisk terminated the Agreement. On that same day, AccuLynx sent a letter to Verisk alleging that the termination was 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 alleging that Verisk breached the Merger Agreement. On January 30, 2026,the Delaware Chancery Court granted AccuLynx’s motion to expedite the litigation, with trial to take place from June 23to26,* 2026. Discovery is ongoing. At this time, it isnot possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.
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14. Subsequent Events:
On* April 27, 2026,our Board of Directors approved a cash dividend of $0.50 per share of common stock issued and outstanding, payable on June 30, 2026,to holders of record as of June 15, 2026.*
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.