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Verisk Analytics, Inc.

For the period ended Jun 30, 2026. Filed Jul 29, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Jul 29, 2026

VRSK$204.59-3.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-04-29.

0001437749-26-013729

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-07-29.

0001437749-26-024749

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 70 previous paragraphs and 97 current paragraphs.

46 unchanged; 23 reworded; 23 added; 1 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 9 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (23)

Current report

Revenues were$806.3 million for thethree months ended June 30, 2026, compared to$772.6 million for thethree months ended June 30, 2025, an** **increase of$33.7 million or 4.3 %. Our underwriting revenue increased$19.5 million or 3.5%. Our claims revenue increased$14.2 million or 6.3 %.

Current report

Selling, general and administrative expenses were$128.6 million for thethree months ended June 30, 2026 compared to$106.5 million for thethree months ended June 30, 2025, an increase of$22.1 million or 20.8%. Our recent acquisition, disposition, and AccuLynx related costs accounted for a net increase of$16.3 million in selling, general, and administrative expenses. The remaining increase of $5.8 million or 5.7%was primarily due to an increase in professional consulting fees, and salaries and employee benefits, partially offset by a reduction in rent expense.

Current report

Depreciation and amortization of fixed assets were$66.3 million for thethree months ended June 30, 2026 compared to$66.0 million for thethree months ended June 30, 2025, an increase of$0.3 million or 0.5%.

Current report

Amortization of intangible assets was$14.3 millionand$16.3 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of$2.0 million or 12.3%. The decrease was primarily due to the disposition of VMS and certain intangible assets becoming fully amortized, partially offset by an increase in amortization expense associated with our 2025 acquisitions.

Current report

Interest expense, net was$52.8 million for thethree months ended June 30, 2026 compared to$35.5 million for thethree months ended June 30, 2025, an increase of$17.3 million or 48.7%. The increase was primarily driven by higher interest expense related to the issuance of our 2031 and 2036 Senior Notes in February 2026, interest incurred on our Term Loan Facility, and lower interest income compared to the prior-year period.

Current report

Six Months Ended June 30, 2026*** Compared to***Six Months Ended June 30, 2025

Current report

Revenues were $1,588.9 million for thesix months ended June 30, 2026, compared to $1,525.6 million for thesix months ended June 30, 2025, an** **increase of $63.3 million or 4.1%. Our underwriting revenue increased $39.6 million or 3.7% Our claims revenue increased $23.7 million or 5.3%.

Current report

Cost of revenues was$470.0 million for thesix months ended June 30, 2026 compared to$460.3 million for thesix months ended June 30, 2025, anincreaseof$9.7 million or 2.1%. Our recent acquisitions and disposition accounted for a netdecrease of$11.2 million in cost of revenues. The remaining increase of $20.9 million or 4.7% was primarily due to increases in salaries and employee benefits, andinformation technology expense, partially offset by a reduction in the provision for credit losses.

Current report

Investment loss was$8.0 million for thesix months ended June 30, 2026 compared to a gain of$11.7 million for thesix months ended June 30, 2025, a change of$19.7 million. The loss for the six months ended June 30, 2026 was primarily driven by $6.5 million of losses from equity method investments, while the gain in the prior year period was primarily due to the effects of foreign currency fluctuations.

Current report

Net income was$462.8 million for thesix months ended June 30, 2026 compared to$485.6 million for thesix months ended June 30, 2025, a decrease of$22.8 million or 4.7%. The net income margin was 29.1% for thesix months ended June 30, 2026 compared to 31.8% for thesix months ended June 30, 2025. The decrease in net income margin was primarily driven by the increases in our effective tax rate and net interest expense, as well as the AccuLynx-related legal fees discussed above.

Current report

EBITDA was $872.8 million for thesix months ended June 30, 2026 compared to $861.6 million for thesix months ended June 30, 2025. The EBITDA margin for our consolidated results was 54.9% for thesix months ended June 30, 2026 compared to 56.5% for thesix months ended June 30, 2025. The decrease in EBITDA margin was primarily attributable to higher legal fees incurred in connection with the AccuLynx transaction, partially offset by revenue growth and continued cost discipline across our business.

Current report

Net cash provided by operating activities was$366.0 million for thethree months ended June 30, 2026, compared to$244.5 million for thethree months ended June 30, 2025, an increase of$121.5 million, or 49.7%. The increase in operating cash flow was primarily due to an increase in operating profit and the timing of certain vendor and cash tax payments.

Current report

Net cash used in investing activities was$132.5 million for thesix months ended June 30, 2026, compared to$138.4 million for thesix months ended June 30, 2025, a decrease of$5.9 million, or 4.3%. The decrease in investing cash outflows was primarily due to an acquisition and purchase of an additional controlling interest totaling $24.4 million in the prior year and lower investments in non-public companies compared to the prior year, partially offset by an increase of $22.6 million in capital expenditures.

Current report

Net cash used in financing activities was$269.0 million for thethree months ended June 30, 2026, compared to $659.0 million for thethree months ended June 30, 2025, a decrease of$390.0 million, or 59.2%. The decrease in financing cash outflows was primarily due to a repayment of debt of $500.0 million in the prior year, partially offset by an increase of $100.1 million of common stock repurchases (inclusive of treasury stock not yet settled) compared to prior year.
Removed paragraphs (1)

Previous report

Revenues were$782.6 million for thethree months ended March 31, 2026, compared to$753.0 million for thethree months ended March 31, 2025, an** **increase of$29.6 million or 3.9%. Our underwriting revenue increased$20.1 million or 3.8%. Our claims revenue increased$9.5 million or 4.3%.
Reworded paragraphs (23)

Previous wording

We use year-over-year EBITDA growth as metrics to measure our performance. EBITDA and EBITDA margin are non-GAAP financial measures. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. We calculate EBITDA margin as EBITDA divided by revenues. The respective nearest applicable GAAP financial measures are net income and net income margin. Although EBITDA is a non-GAAP financial measure, EBITDA is frequently used by securities analysts, lenders, and others in their evaluation of companies; EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our operating income, net income, or cash flow from operating activities reported under GAAP. Management uses EBITDA and EBITDA margin in conjunction with traditional GAAP operating performance measures as part of its overall assessment company performance. We believe these measures are useful and meaningful because they help us allocate resources, make business decisions, allow for greater transparency regarding our operating performance, and facilitate period-to-period comparisons. Some of these limitations involved in the use of EBITDA are:

Current wording

We use year-over-year EBITDA growth and EBITDA margin as metrics to measure our performance. EBITDA and EBITDA margin are non-GAAP financial measures. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. We calculate EBITDA margin as EBITDA divided by revenues. The respective nearest applicable GAAP financial measures are net income and net income margin. Although EBITDA is a non-GAAP financial measure, EBITDA is frequently used by securities analysts, lenders, and others in their evaluation of companies; EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our operating income, net income, or cash flow from operating activities reported under GAAP. Management uses EBITDA and EBITDA margin in conjunction with traditional GAAP operating performance measures as part of its overall assessment company performance. We believe these measures are useful and meaningful because they help us allocate resources, make business decisions, allow for greater transparency regarding our operating performance, and facilitate period-to-period comparisons. Some of these limitations involved in the use of EBITDA are:

Previous wording

We earn revenues through agreements for hosted subscriptions, advisory/consulting services, and for transactional solutions, recurring and non-recurring. Subscriptions for our solutions are generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year and automatically renewed each year. As a result, the timing of our cash flows generally precedes our recognition of revenues and income and our cash flow from operations tends to be higher in the first quarter as we receive subscription payments. Examples of these arrangements include subscriptions that allow our customers to access our standardized coverage language, our claims fraud database, or our actuarial services throughout the subscription period. In general, we experience minimal revenue seasonality within the business. For thethree months ended March 31, 2026 and 2025, approximately 84% and 83% of our insurance revenues were derived from hosted subscriptions through agreements (generally one to five years) for our solutions, respectively.

Current wording

We earn revenues through agreements for hosted subscriptions, advisory/consulting services, and for transactional solutions, recurring and non-recurring. Subscriptions for our solutions are generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year and automatically renewed each year. As a result, the timing of our cash flows generally precedes our recognition of revenues and income and our cash flow from operations tends to be higher in the first quarter as we receive subscription payments. Examples of these arrangements include subscriptions that allow our customers to access our standardized coverage language, our claims fraud database, or our actuarial services throughout the subscription period. In general, we experience minimal revenue seasonality within the business. For thesix months ended June 30, 2026 and 2025, approximately 84% and 83% of our insurance revenues were derived from hosted subscriptions through agreements (generally one to five years) for our solutions, respectively.

Previous wording

We also provide advisory/consulting services, which help our customers get more value out of our analytics and their subscriptions. In addition, certain of our solutions are paid for by our customers on a transactional basis, recurring and non-recurring. For example, we have solutions that allow our customers to access property-specific rating and underwriting information to price a policy on a commercial building, or compare a property & casualty insurance or a workers' compensation claim with information in our databases, or use our repair cost estimation solutions on a case-by-case basis. For thethree months ended March 31, 2026 and 2025, approximately 16% and 17% of our insurance revenues were derived from providing transactional and advisory/consulting solutions, respectively.

Current wording

We also provide advisory/consulting services, which help our customers get more value out of our analytics and their subscriptions. In addition, certain of our solutions are paid for by our customers on a transactional basis, recurring and non-recurring. For example, we have solutions that allow our customers to access property-specific rating and underwriting information to price a policy on a commercial building, or compare a property & casualty insurance or a workers' compensation claim with information in our databases, or use our repair cost estimation solutions on a case-by-case basis. For thesix months ended June 30, 2026 and 2025, approximately 16% and 17% of our insurance revenues were derived from providing transactional and advisory/consulting solutions, respectively.

Previous wording

Personnel expenses are the major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses, which represented approximately 57% and 56% of our total operating expenses (excluding gains/losses related to dispositions) for thethree months ended March 31, 2026 and 2025, respectively, include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.

Current wording

Personnel expenses are the major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses, which represented approximately 56% of our total operating expenses for both thesix months ended June 30, 2026 and 2025, include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.

Previous wording

Our recent acquisitions (Simplitium and SuranceBay within the underwriting category of the Insurance segment) and disposition (Verisk Marketing Solutions ("VMS")within the underwriting category of our Insurance segment) resulted in a net decrease in revenue of $10.9 million, while the remaining Insurance revenues increased $40.5 million or 5.5%. Our underwriting revenue increased $31.0 million or 6.0%, primarily due toprimarily due to an annual increase in prices derived from continued enhancements to the models and content of the solutions within our forms, rules and loss cost services, as well as selling expanded solutions to new and existing customers within catastrophe and risk solutions, specialty business solutions and life solutions. Our claims revenue increased $9.5 million or 4.3%, primarily due to annual price increases in anti-fraud analytics and increased sales in casualty solutions.

Current wording

Our acquisition (SuranceBay within the underwriting category of the Insurance segment) and disposition (Verisk Marketing Solutions ("VMS") within the underwriting category of our Insurance segment) resulted in a net decrease in revenue of $10.8 million, while the remaining Insurance revenues increased $44.5 million or 5.9%. Our underwriting revenue increased $30.3 million or 5.7%, primarily due to an annual increase in prices derived from continued enhancements to the models and content of the solutions within our forms, rules and loss cost services, as well as selling expanded solutions to new and existing customers within catastrophe and risk solutions. Our claims revenue increased $14.2 million or 6.3%, primarily due to anti-fraud analytics and property and restoration solutions.

Previous wording

Cost of revenues was$236.6 million for thethree months ended March 31, 2026 compared to$230.8 million for thethree months ended March 31, 2025, anincreaseof$5.8 million or 2.5%. Our recent acquisitions and disposition accounted for a netdecrease of$5.3 million in cost of revenues. The remaining increase of $11.1 million or 5.0% was primarily due to increases in salaries and employee benefits, information technology and data expenses.

Current wording

Cost of revenues was$233.4 million for thethree months ended June 30, 2026 compared to$229.5 million for thethree months ended June 30, 2025, anincreaseof$3.9 million or 1.7%. Our recent acquisition and disposition accounted for a netdecrease of$5.5 million in cost of revenues. The remaining increase of $9.4 million or 4.2% was primarily due to increases in salaries and employee benefits, data, andinformation technology expenses, partially offset by a reduction in provision for credit losses.

Previous wording

Investment loss was$0.5 million for thethree months ended March 31, 2026 compared to a gain of$2.6 million for thethree months ended March 31, 2025, a change of$3.1 million. The loss was primarily due to the impact of foreign currencies.

Current wording

Investment loss was$7.5 million for thethree months ended June 30, 2026 compared to a gain of$9.1 million for thethree months ended June 30, 2025, a change of$16.6 million. The loss for the three months ended June 30, 2026 was primarily driven by $6.5 million of loss from equity method investments, while the gain in the prior year period was primarily due to the effects of foreign currency fluctuations.

Previous wording

The provision for income taxes was$74.3 million and the effective tax rate was 24.1% for thethree months ended March 31, 2026, compared to$64.1 million and 21.6% for thethree months ended March 31, 2025, respectively. 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.

Current wording

The provision for income taxes was$74.8 million and the effective tax rate was 24.6% for thethree months ended June 30, 2026, compared to$74.6 million and 22.7% for thethree months ended June 30, 2025, respectively. 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.

Previous wording

Net income was$234.2 million for thethree months ended March 31, 2026 compared to$232.3 million for thethree months ended March 31, 2025, an increase of$1.9 million or 0.8%. The net income margin was 29.9% for thethree months ended March 31, 2026 compared to 30.8% for thethree months ended March 31, 2025. The decrease in net income margin was primarily driven by the increases in our effective tax rate and net interest expense, discussed above.

Current wording

Net income was$228.6 million for thethree months ended June 30, 2026 compared to$253.3 million for thethree months ended June 30, 2025, a decrease of$24.7 million or 9.8%. The net income margin was 28.4% for thethree months ended June 30, 2026 compared to 32.8% for thethree months ended June 30, 2025. The decrease in net income margin was primarily driven by the increases in our effective tax rate and net interest expense, as well as the AccuLynx-related legal fees discussed above.

Previous wording

EBITDA was$436.0 million for thethree months ended March 31, 2026 compared to$415.9 million for thethree months ended March 31, 2025. The EBITDA margin for our consolidated results was 55.7% for thethree months ended March 31, 2026 compared to 55.2% for thethree months ended March 31, 2025. The increase in EBITDA margin was mainly driven byrevenue growth and cost discipline.

Current wording

EBITDA was$436.8 million for thethree months ended June 30, 2026 compared to$445.7 million for thethree months ended June 30, 2025. The EBITDA margin for our consolidated results was 54.2% for thethree months ended June 30, 2026 compared to 57.7% for thethree months ended June 30, 2025. The decrease in EBITDA margin was primarily attributable to higher legal fees incurred in connection with the AccuLynx transaction, partially offset by revenue growth and continued cost discipline across our business.

Previous wording

Selling, general and administrative expenses were$109.5 million for thethree months ended March 31, 2026 compared to$108.9 million for thethree months ended March 31, 2025, an increase of$0.6 million or 0.6%. Our recent acquisitions and disposition accounted for a netdecreaseof$2.7 million in selling, general, and administrative expenses. The remaining increase of $3.3 million or 3.3%was primarily due to higher salaries and employee benefit expenses, partially offset by reductions in professional consulting fees.

Current wording

Selling, general and administrative expenses were$238.1 million for the six months ended June 30, 2026 compared to$215.4 million for thesix months ended June 30, 2025, an increase of$22.7 million or 10.5%. Our recent acquisitions, disposition, and AccuLynx related costs accounted for a net increase of$13.4 million in selling, general, and administrative expenses. The remaining increase of $9.3 million or 4.5%was primarily due to higher salaries and employee benefit expenses, and professional consulting fees.

Previous wording

Depreciation and amortization of fixed assets were$69.9 million for thethree months ended March 31, 2026 compared to$67.4 million for thethree months ended March 31, 2025, an increase of$2.5 million or 3.7%. The increase was primarily due to internally developed software projects that were completed and placed into service.

Current wording

Depreciation and amortization of fixed assets were$136.2 million for thesix months ended June 30, 2026 compared to$133.4 million for thesix months ended June 30, 2025, an increase of$2.8 million or 2.1%. The increase was primarily due to internally developed software projects that were completed and placed into service.

Previous wording

Amortization of intangible assets was$14.4 million for thethree months ended March 31, 2026 and$15.8 million for thethree months ended March 31, 2025, a decrease of$1.4 million or 8.9%. The decrease was primarily due to the disposition of VMS, partially offset by a $2.2 million increase due to our 2025 acquisitions.

Current wording

Amortization of intangible assets was $28.7 million and $32.1 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $3.4 million or 10.6%. The decrease was primarily due to the disposition of VMS and certain intangible assets becoming fully amortized, partially offset by an increase in amortization expense associated with our 2025 acquisitions.

Previous wording

Interest expense, net was$43.2 million for thethree months ended March 31, 2026 compared to$36.3 million for thethree months ended March 31, 2025, an increase of$6.9 million or 19.0%. The increase was primarily driven by higher interest expense related to the issuance of our 2031 and 2036 Senior Notes in February 2026, as well as the accelerated interest payments associated with the special mandatory redemption of the 4.500% 2030 Senior Notes and 5.125% 2036 Senior Notes, partially offset by higher interest income.

Current wording

Interest expense, net was$96.0 million for thesix months ended June 30, 2026 compared to$71.8 million for thesix months ended June 30, 2025, an increase of$24.2 million or 33.7%. The increase was primarily driven by higher interest expense related to the issuance of our 2031 and 2036 Senior Notes in February 2026, interest incurred on our Term Loan Facility, accelerated interest payments associated with the special mandatory redemption of the 4.500% 2030 Senior Notes and 5.125% 2036 Senior Notes, and lower interest income compared to the prior-year period.

Previous wording

As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents and avai lable-for-sale securities totaling $525.2 million and $2,178.9 million, respectively. We maintain our cash and cash equivalents in higher credit quality financial institutions in order to limit the amount of credit exposure. As of March 31, 2026 and December 31, 2025, a vast majority of our domestic cash and cash equivalents is with TD Bank, N.A. and JPMorgan Chase N.A.. Subscriptions for our solutions are billed and generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year. Subscriptions are automatically renewed at the beginning of each calendar year. We have historically generated significant cash flows from operations. As a result of this factor, as well as the availability of funds under our Syndicated Revolving Credit Facility, we expect that we will have sufficient cash to meet our working capital and capital expenditure needs and to fuel our future growth plans.

Current wording

As of June 30, 2026 and December 31, 2025, we had cash and cash equivalents and avai lable-for-sale securities totaling $552.2 million and $2,178.9 million, respectively. We maintain our cash and cash equivalents in higher credit quality financial institutions in order to limit the amount of credit exposure. As of June 30, 2026 and December 31, 2025, a vast majority of our domestic cash and cash equivalents is with TD Bank, N.A. and JPMorgan Chase N.A.. Subscriptions for our solutions are billed and generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year. Subscriptions are automatically renewed at the beginning of each calendar year. We have historically generated significant cash flows from operations. As a result of this factor, as well as the availability of funds under our Syndicated Revolving Credit Facility, we expect that we will have sufficient cash to meet our working capital and capital expenditure needs and to fuel our future growth plans.

Previous wording

We have also historically used a portion of our cash for repurchases of our common stock from our stockholders. During thethree months ended March 31, 2026 and 2025, we repurchased$1,626.9 million (inclusive of$225.1 million in treasury stock not yet settled) and$200.1 million (inclusive of$30.0 million in treasury stock then not yet settled), respectively, of our common stock. The repurchase of our common stock was funded using cash from operations, and proceeds from our Syndicated Revolving Credit Facility and Term Loan Facility, and cash from operations. For thethree months ended March 31, 2026 and 2025, we also paid dividends of$65.5 million and$63.0 million, respectively.

Current wording

We have also historically used a portion of our cash for repurchases of our common stock from our stockholders. During thesix months ended June 30, 2026 and 2025, we repurchased$1,827.0 million (inclusive of$255.1 million in treasury stock not yet settled) and$300.1 million, respectively, of our common stock. The repurchase of our common stock was funded using cash from operations and proceeds from our Syndicated Revolving Credit Facility and Term Loan Facility. For thesix months ended June 30, 2026 and 2025, we also paid dividends of$130.9 million and$126.0 million, respectively.

Previous wording

We have a syndicated revolving credit facility ("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 may be 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 the three 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 to pay related fees and expenses, and subsequently repaid the full amount prior to March 31, 2026. As of March 31, 2026 and 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.

Current wording

We have a syndicated revolving credit facility ("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 may be 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 June 30, 2026, we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. During the first quarter, we drew $750.0 million under our Syndicated Revolving Credit Facility for share repurchases under the accelerated share repurchase agreements, general corporate purposes, and to pay related fees and expenses, and subsequently repaid the full amount prior to the end of the first quarter. As of June 30, 2026 and December 31, 2025, the available capacity under the Syndicated Revolving Credit Facility was $1,245.1 million and $1,245.4 million, which takes into account outstanding letters of credit of $4.9 million and $4.6 million, respectively.

Previous wording

On February 18, 2026, we entered into a term loan credit agreement (the “Term Loan Facility”) with Wells Fargo Bank, National Association. The Term Loan Facility provides for a 364-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 of not less than 3.00 to 1.00, and a maximum consolidated funded debt leverage ratio of not greater than 3.75 to 1.00. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to 1.00 (no more than once) and to 4.25 to 1.00 (no more than once) in connection with the closing of a permitted acquisition. Proceeds of the Term Loan Facility, together with the $750.0 million borrowed under the Company's existing Syndicated Revolving Credit Facility, were used to finance share repurchases under the accelerated share repurchase agreements, to fund 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.

Current wording

On February 18, 2026, we entered into a term loan credit agreement (the “Term Loan Facility”) with Wells Fargo Bank, National Association. The Term Loan Facility provides for a 364-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 of not less than 3.00 to 1.00, and a maximum consolidated funded debt leverage ratio of not greater than 3.75 to 1.00. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to 1.00 (no more than once) and to 4.25 to 1.00 (no more than once) in connection with the closing of a permitted acquisition. Proceeds of the Term Loan Facility, together with the $750.0 million borrowed under the Company's existing Syndicated Revolving Credit Facility, were used to finance share repurchases under the accelerated share repurchase agreements, to fund general corporate purposes, and to pay related fees and expenses. As of June 30, 2026, we had $250.0 million outstanding under the Term Loan Facility.

Previous wording

Net cash provided by operating activities was$390.4 million for thethree months ended March 31, 2026, compared to$444.7 million for thethree months ended March 31, 2025, a decrease of$54.3 million, or 12.2%. The decrease in operating cash flow wasprimarily driven by a tax refund received in the prior year that did not recur in the current year, as well as higher interest payments. The increase in interest payments was the result of higher debt balances in the quarter offset in part by higher interest income earned on cash.

Current wording

Net cash provided by operating activities was$756.4 million for thesix months ended June 30, 2026, compared to$689.2 million for thesix months ended June 30, 2025, an increase of$67.2 million, or 9.8%. The increase in operating cash flow was primarily due to an increase in operating profit and an improvement in working capital, offset by higher cash tax payments, due to a tax refund received in the first quarter of the prior year that did not recur in the current year, and higher interest payments due to the issuance of senior notes in the second quarter of the prior year.

Previous wording

Net cash used in investing activities was$64.4 million for thethree months ended March 31, 2026, compared to $57.8 million for thethree months ended March 31, 2025, an increase of $6.6 million, or 11.4%. The increase was primarily due to an increase of $10.3 million in capital expenditures, partially offset by the purchase of an additional controlling interest of $4.1 million in the prior year.

Current wording

Net cash used in investing activities was$68.1 million for thethree months ended June 30, 2026, compared to $80.6 million for thethree months ended June 30, 2025, a decrease of$12.5 million, or 15.5%. The decrease in investing cash outflows was primarily due to an acquisition and purchase of an additional controlling interest totaling $20.3 million and investments in non-public companies of $4.5 million in the prior year, partially offset by an increase of $12.3 million in capital expenditures.

Previous wording

Net cash used in financing activities was$1,977.9 million for thethree months ended March 31, 2026, compared to $433.3 million of net cash provided by financing activities for thethree months ended March 31, 2025, an increase in cash outflows of $2,411.2 million. The increase in financing cash outflows is primarily due to an increase of $1,426.8 million of common stock repurchases (inclusive of treasury stock not yet settled). Additionally, there was a net repayment of debt of $266.0 million in the three months ended March 31, 2026, compared to debt proceeds of $698.3 million in the three months ended March 31, 2025.

Current wording

Net cash used in financing activities was $2,246.9 million for the six months ended June 30, 2026, compared to $225.7 million for the six months ended June 30, 2025, an increase of $2,021.2 million, or 895.5%. The increase in financing cash outflows was primarily due to an increase of $1,526.9 million of common stock repurchases (inclusive of treasury stock not yet settled). Additionally, there was a net repayment of debt of $266.0 million in the six months ended June 30, 2026, compared to net debt proceeds of $198.3 million in the six months ended June 30, 2025.

Previous wording

There have been no material changes to our contractual obligations outside the ordinary course of our business from those reported in our annual report on Form 10-K and filed with the Securities and Exchange Commission on February 18, 2026.

Current wording

There have been no material changes to our contractual obligations outside the ordinary course of our business from those reported in our 2025 10-K.

Previous wording

Our management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to stock-based compensation, internally developed software, goodwill and intangible assets, pension and other postretirement benefits, and income taxes. Actual results may differ from these assumptions or conditions. Some of the judgments that management makes in applying its accounting estimates in these areas are discussed under the heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K dated and filed with the Securities and Exchange Commission on February 18, 2026. Since the date of our annual report on Form 10-K, there have been no material changes to our critical accounting policies and estimates.

Current wording

Our management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to stock-based compensation, internally developed software, goodwill and intangible assets, pension and other postretirement benefits, and income taxes. Actual results may differ from these assumptions or conditions. Some of the judgments that management makes in applying its accounting estimates in these areas are discussed under the heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 10-K. Since the date of our annual report on our 2025 10-K, there have been no material changes to our critical accounting policies and estimates.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Our revenue by category for the periods presented is set forth below:

Current report — wording carried from elsewhere

Our acquisitions (Simplitium and SuranceBay within the underwriting category of the Insurance segment) and disposition (VMS)within the underwriting category of our Insurance segment) resulted in a net decrease in revenue of $21.7 million, while the remaining Insurance revenues increased $85.0 million or 5.7%. Our underwriting revenue increased $61.4 million or 5.9%, primarily due to an annual increase in prices derived from continued enhancements to the models and content of the solutions within our forms, rules and loss cost services, as well as selling expanded solutions to new and existing customers within catastrophe and risk solutions. Our claims revenue increased $23.6 million or 5.3%, primarily due to our anti-fraud analytics and property and restoration solutions.

Current report — wording carried from elsewhere

Depreciation and Amortization of Fixed Assets

Current report — wording carried from elsewhere

The provision for income taxes was$149.1 million and the effective tax rate was 24.4% for thesix months ended June 30, 2026, compared to$138.7 million and 22.2% for thesix months ended June 30, 2025, respectively. 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.

Current report — wording carried from elsewhere

[1] Note: Consolidated EBITDA margin, a non-GAAP measure, is calculated as a percentage of consolidated revenue. A reconciliation from net income to EBITDA is presented on page 25.