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10-K – 2026-02-18 – vrsk20251231_10k.htm

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vrsk20251231_10k.htm

0001442145
Verisk Analytics, Inc.
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Lee M. Shavel
Chief Executive Officer, President and director
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December 11, 2025
December 31, 2026
Elizabeth D. Mann
Chief Financial Officer
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December 11, 2025
December 31, 2026
Sunita Holzer
Chief Human Relations Officer
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November 21, 2025
May 29, 2026
Bruce Hansen
Independent Board Chair
October 30, 2025
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Primarily accounts receivable balances written off, net of recoveries, the expiration of loss carryforwards, and businesses
held for sale
State taxes in California, Florida, Illinois, New Jersey, New York state and city, and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.
Included in "Depreciation and amortization of fixed assets" in our accompanying condensed consolidated statements of operations
Refer to Note 8. Leases
The separately managed accounts invest in U.S. Treasury Bonds and U.S. Treasury Separate Trading of Registered Interest and Principal of Securities (“UST STRIPS”). The fair values of these bonds and UST STRIPS are publicly quoted and are used in determining the NAV of the separately managed account, which is not publicly quoted.
The fund invested in the U.S. government, its agencies or instrumentalities or securities that are rated AAA by S&P, AAA by Fitch, or Aaa by Moody’s, including but not limited to mortgage securities such as agency and non-agency collateralized mortgage obligations, and other obligations that are secured by mortgages or mortgage backed securities, and valued at the closing price reported in the active market.
Valued at the closing price of shares for domestic stocks within the managed equity accounts, and valued at the net asset value (“NAV”) of shares for mutual funds at either the closing price reported in the active market or based on yields currently available on comparable securities of issuers with similar credit ratings for corporate bonds held by the Pension Plan in these managed accounts.
Primarily additional reserves for bad debts
These accumulated other comprehensive loss components, before tax, are included under “Cost of revenues” and “Selling, general and administrative” in our accompanying consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (See Note 18. Pension and Postretirement Benefits for additional details).
Includes estimated performance achievement
Included in "Accounts payable and accrued liabilities" in our accompanying consolidated balance sheets
Included in "Interest expense" in our accompanying condensed consolidated statements of operations

The pooled separate accounts invest in domestic and foreign stocks, bonds and mutual funds. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the pooled separate account, which is not publicly quoted.
Included in "Other noncurrent assets" in our accompanying consolidated balance sheets
Included in "Other noncurrent liabilities" in our accompanying consolidated balance sheets
Refer to Note 16. Stockholders' Equity for discussion related to quarterly cash dividends declared per share
The funds invested in common stocks and other equity securities issued by domestic and foreign real estate companies, including real estate investment trusts ("REIT") and similar REIT-like entities. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the funds, which is not publicly quoted.
Included in "Cost of revenues" and "Selling, general and administrative" expenses in our accompanying condensed consolidated statements of operations

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

  FORM 10-K

   

☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to         

Commission file number 001-34480

VERISK ANALYTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware
 
26-2994223

(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

 
 
 

545 Washington Boulevard
 
 

Jersey City
 
 

NJ
 
07310-1686

(Address of principal executive offices)
 
(Zip Code)

 

( 201 ) 469-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

         

Title of each class
 
Trading Symbol
 
Name of each exchange on which registered

Common Stock $.001 par value
 
VRSK
 
NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☑   Yes     ☐  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   ☐  Yes    ☑   No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     ☑    Yes     ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☑   Yes      ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

             

Large accelerated filer
 
☑
 
Accelerated filer
 
☐

 
 
 
 
 
 
 

Non-accelerated filer
 
☐  
 
Smaller reporting company
 
☐

 
 
 
 
 
 
 

 
 
 
 
Emerging growth company
 
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment on the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     ☐   Yes    ☑  No

 

As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $ 42,587,525,686  based on the closing price reported on the NASDAQ Global Select Market on such date.

 

As of February 13, 2026, there were 137,941,888   shares outstanding of the registrant's Common Stock, par value $.001.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Certain information required by Part III of this annual report on Form 10-K is incorporated by reference to our definitive Proxy Statement for our 2026 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2025.

 

1

Table of Contents

 

 

INDEX

 

 

 

 

 

 

 

 

Page

PART I

 

 

 

Item 1.

Business

4

 

Item 1A.

Risk Factors

15

 

Item 1B.

Unresolved Staff Comments

24

 
Item 1C.
Cybersecurity
24

 

Item 2.

Properties

25

 

Item 3.

Legal Proceedings

25

 

Item 4.

Mine Safety Disclosures

25

 

 

 

 

PART II

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

26

 

Item 6.

[Reserved]

28

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

42

 

Item 8.

Consolidated Financial Statements and Supplementary Data

42

 

 

Consolidated Balance Sheets

51

 

 

Consolidated Statements of Operations

52

 

 

Consolidated Statements of Comprehensive Income

53

 

 

Consolidated Statements of Changes in Stockholders' Equity

54

 

 

Consolidated Statements of Cash Flows

55

 

 

Notes to Consolidated Financial Statements

57

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

42

 

Item 9A.

Controls and Procedures

43

 

Item 9B.

Other Information

46

 
Item 9C
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
46

 

 

 

 

PART III

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

46

 

Item 11.

Executive Compensation

46

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

46

 

Item 13.

Certain Relationships and Related Transactions and Director Independence

46

 

Item 14.

Principal Accounting Fees and Services

46

 

 

 

 

PART IV

 

 

 

Item 15.

Exhibits and Financial Statement Schedule

47

 

Item 16.

Form 10-K Summary

47

 

 

 

 

 

 

EXHIBIT INDEX

94

 
 
SIGNATURES
97

 
 
Exhibit 21.1
 

 

 

Exhibit 23.1

 

 

 

Exhibit 31.1

 

 

 

Exhibit 31.2

 

 

 

Exhibit 32.1

 

 

2

Table of Contents

 

 

Unless the context otherwise indicates or requires, as used in this annual report on Form 10-K, references to “we,” “us,” “our” or the “Company” refer to Verisk Analytics, Inc. and its subsidiaries.

 

In this annual report on Form 10-K, all dollar amounts are expressed in millions, unless indicated otherwise.

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Verisk Analytics, Inc. ("Verisk" or the "Company") has made statements under the captions “Business,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other sections of this annual report on Form 10-K that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies, and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors.” You should specifically consider the numerous risks outlined under “Risk Factors.”

 

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this annual report on Form 10-K to conform our prior statements to actual results or revised expectations.

 

3

Table of Contents

 

PART I

 

Item 1.

Business

 

Our Company

 

Verisk is a leading data, analytics, and technology provider serving clients in the insurance ecosystem. Using advanced technologies to collect and analyze billions of records, we draw on unique data assets, insurance industry knowledge, and technological expertise to provide valuable solutions that are integrated into client workflows. We offer predictive analytics and decision support solutions to clients in rating, underwriting, claims, catastrophe, weather risk, and many other fields. In the United States (“U.S.”) and around the world, we help clients protect individuals, communities, and businesses. We completed the sale of our Energy business on February 1, 2023. 

 

Our clients use our solutions to make better decisions about risk and improve operating efficiency. We refer to these products and services as solutions due to the integration among our services and the flexibility that enables our clients to purchase components or a comprehensive package. These solutions take various forms, including proprietary data assets, expert industry insight, statistical models, tailored analytic objects, and robust software platforms all designed to allow our clients to make more informed risk decisions. We believe our solutions for analyzing risk have a positive impact on our clients’ revenues and help them better manage their costs. In 2025, our clients included all of the top 100 property and casualty ("P&C") insurance providers in the U.S. for the lines of P&C services we offer. We believe that our commitment to our clients and the embedded nature of our solutions serve to strengthen and extend our relationships.

 

We believe that Verisk is uniquely positioned with a series of competitive differentiators including:

 

• Proprietary Data Assets  – Data is at the core of what we do. We use our proprietary and contributory data assets to develop predictive analytics and transformative models for our clients;

 

•  Deep Insurance Industry Expertise and Focus – We have specialized and in-depth knowledge in insurance and risk management that drives our engagement with our clients;

 

•  Long-standing Industry Relationships – Our early beginnings as an insurance rating bureau have established us as a trusted partner for the industry, as well as a source of insights for our clients; and

 

•  Scale to Drive Broad Distribution of Innovation – Our scale enables us to innovate on behalf of the insurance industry and deliver solutions that strive to solve our clients’ biggest challenges.

 

Our Business Strategy

 

Our vision is to be the leading strategic data, analytics, and technology partner to the global insurance industry by delivering value to our clients through knowledge, expertise, and scale. Our business strategy is driven by the following priorities:

 

•  Drive Consistent & Predictable Growth. With our clear focus on insurance, integrated organization and our client-centric and results-oriented culture, we strive to deliver consistent and predictable growth. We are leveraging our strong client relationships to extend our reach within insurance and elevate the strategic dialogue with our clients. We are modernizing and advancing the capabilities of our core solutions using cloud technology and advanced analytical methods including machine learning and artificial intelligence ("AI") while also augmenting our solutions through the addition of new data assets and sources. In addition, we are working on building leadership positions in adjacent spaces, including life insurance, specialty business solutions, and resilience and sustainability. With the client at the center of all we do, we are driving innovation across our portfolio and partnering with our clients to help solve the insurance industry's greatest challenges with a focus on rapidly changing technology, growing regulatory focus, and value creation;

 

•  Drive Operating Efficiency and Profitability. Our subscription business model, as well as our ability to build solutions that serve the insurance industry at large, helps drive core operating leverage. In addition, we strive to deliver productivity enhancements and operating efficiency through the use of advanced technology and a global talent workforce. We seek to balance this with high return on capital investment in the business to continue to drive growth and profitability; and

 

• Ensure Disciplined Capital Allocation. We are focused on generating strong cash flow and ensuring that we are disciplined in how we allocate that capital with a focus on directing capital to the highest return investments. First, we prioritize organic reinvestment in the business, which can produce high internal returns. Second, we look for selective, strategic acquisitions that can expand our data assets, augment our capabilities, and expand our reach within the insurance industry while also creating value by leveraging our capabilities and resources. Finally, we expect to return excess capital to shareholders while also maintaining a strong balance sheet.

 

4

Table of Contents

 

Our History

 

We trace our history to 1971, when Insurance Services Office, Inc. ("ISO") started operations as a not-for-profit advisory and rating organization providing services to the U.S. P&C insurance industry. ISO was formed as an association of insurance companies to gather statistical data and other information from insurers and report to regulators, as required by law. ISO’s original functions also included developing programs to help insurers define and manage insurance solutions and providing information to help insurers determine their own independent premium rates. Insurers used and continue to use our offerings primarily in their product development, underwriting, and rating functions.

 

On May 23, 2008, in contemplation of our initial public offering ("IPO"), ISO formed Verisk, a Delaware corporation, to be the holding company for our business. Verisk was initially formed as a wholly owned subsidiary of ISO. On October 6, 2009, in connection with our IPO, we effected a reorganization whereby ISO became a wholly owned subsidiary of Verisk. Verisk common stock began trading on the NASDAQ Global Select Market on October 7, 2009, under the ticker symbol “VRSK.”

 

Segments

 

We operate in one segment, Insurance. See Note 19.  of our consolidated financial statements included in this annual report on Form 10-K for further information.

 

Insurance Segment

 

We operate in one segment, Insurance, which primarily serves our P&C insurance customers across most personal and commercial lines of business, focusing on the fundamental building blocks of insurance programs, the prediction of loss, the selection and pricing of risk, and compliance with their reporting requirements in each U.S. state in which they operate. We also develop and utilize machine-learned and artificially intelligent models to forecast scenarios and produce both standard and customized analytics that help our customers better manage their businesses, including detecting fraud before and after a loss event and quantifying losses. Our customers, acquired over more than 50 years, include most of the P&C insurance providers in the U.S. In recent years, we have expanded our offerings into certain non-U.S. markets and the fields of life insurance and annuities. We offer our solutions and services primarily through annual subscriptions or long-term agreements, which are typically prepaid (annually and quarterly) and represented over 80% of our revenues in 2025. We believe we are well positioned to increase our penetration of the global insurance industry because of our proprietary data assets, long-standing industry relationships, deep insurance industry expertise, and our scale to drive broad distribution of our new innovations.

 

Underwriting

 

Powered by proprietary and contributory data and advanced analytics and technologies, we offer a full suite of solutions to support our P&C clients across the insurance policy lifecycle. This support spans their product development, new and renewal underwriting, risk selection and segmentation, pricing, and straight through to policy binding and issuance. We continue to grow our presence internationally and expand our capabilities into new spaces, such as life insurance and annuities, and into new workflows, including customer acquisition.

 

Forms, Rules, and Loss Costs

 

We are a recognized leader in the U.S. for industry-standard insurance programs that help P&C insurers define coverages and issue policies. We provide policy language, prospective loss costs, policy writing and rating rules, and a variety of underwriting solutions for risk selection and segmentation, pricing, and workflow optimization across 32 lines of insurance. Our policy language, prospective loss cost information, and policy writing rules can serve as integrated, turnkey insurance programs for our clients.

 

Insurance companies need to ensure that their policy language, rules, and rates comply with all applicable legal and regulatory requirements. They must also make sure their policies remain competitive by promptly changing coverages in response to changes in statutes, case law, or regulatory requirements. To meet our clients’ needs, we process approximately 2,000 regulatory filings and interface with state regulators in all 50 states plus the District of Columbia, Guam, Puerto Rico, and the Virgin Islands each year to ensure smooth implementation of our rules and forms. When insurers choose to develop their own alternative programs, our industry-standard insurance programs also help regulators ensure that such insurers’ policies meet basic coverage requirements.

 

Standardized coverage language, which has been tested in litigation and tailored to reflect judicial interpretation, helps ensure consistent treatment of claimants. As a result, our industry-standard language also simplifies claim settlements and can reduce the occurrence of costly litigation because our language causes the meaning of coverage terminology to become established and known. Our policy language includes standard coverage language, endorsements, and policy writing support language that assist our clients in understanding the risks they assume and the coverages they offer. With these policy programs, insurers also benefit from economies of scale. We have more than 250 insurance experts and specialized lawyers reviewing changes in each state’s insurance rules and regulations, including an average of approximately 17,600 legislative actions, 22,000 regulatory actions, and 2,000 court decisions per year, to make any required changes to our policy language and rating information.

 

To cover the wide variety of risks in the marketplace, we offer a broad range of policy programs. For example, in the homeowners line of insurance, we maintain policy language and rules for approximately 6 basic coverages, 383 national endorsements, and 714 state-specific endorsements.

 

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The P&C insurance industry is heavily regulated in the U.S. P&C insurers are required to collect statistical data about their premiums and losses and to report that data to regulators in every state in which they operate. Our statistical agent services have enabled P&C insurers to meet those regulatory requirements for more than 50 years.

 

We aggregate the data, and as a l icensed or appointed “statistical agent” in all 50 states, Puerto Rico, and the District of Columbia, we rep ort those statistics to insurance regulators. We are able to capture significant economies of scale given the level of utilization of this service within the U.S. P&C insurance industry.

 

To provide our clients and the regulators with the information they require, we maintain one of the largest private databases in the world. Over the past five decades, we have developed core expertise in acquiring, processing, managing, protecting, and operating large and comprehensive databases that are the foundation of our insurance offerings. We use our proprietary technology to assemble, organize, and update vast amounts of detailed information submitted by our clients. We supplement this data with publicly available information.

 

In 2025, P&C insurers sent us approximately 3.6 billion detailed individual records of insurance transactions, such as insurance premiums collected or losses incurred. We maintain an underwriting database of more than 38.9 billion statistical records, including approximately 10.2 billion commercial lines records and approximately 28.7 billion personal lines records. We collect unit transaction detail of each premium and loss record, which enhances the validity, reliability, and accuracy of our data sets and our actuarial analyses. Across all of our insurance lines, our proprietary quality process includes approximately 3,000 separate checks to ensure that the data meets our high standards.

 

Using our large database of premium and loss data, we provide actuarial services to help our clients analyze and price their risks. Our actuaries are able to perform sophisticated analyses using our predictive models and analytic methods to help our P&C insurance clients with pricing, loss reserving, and market analysis. We distribute a number of actuarial solutions and offer flexible services to meet our clients’ needs. In addition, our actuarial consultants provide customized services for our clients that include assisting them with the development of independent insurance programs, analysis of their own underwriting experience, development of classification systems and rating plans, and a wide variety of other business decisions. We also supply information to various clients in other markets, including reinsurance and government agencies.

 

We project clients' future losses and loss expenses using a broad set of data. Those projections tend to be more reliable than if our clients used their own data exclusively. We make a number of actuarial adjustments before the data is used to estimate future costs. Our clients can use our estimates of future costs in making independent decisions about the prices charged for their policies. For most P&C insurers in most lines of business, we believe that our estimates of future costs are an essential input to rating decisions. Our actuarial solutions and services are also used to create the analytics underlying our industry-standard insurance programs described above.

 

In response to the challenges faced by our clients to reduce operating complexity and improve their speed to market, we undertook an extensive modernization of our core lines product. This “reimagine” of our forms, rules, loss costs and related solutions is designed to deliver increased value to our customers. The Reimagine program includes significant enhancements to our existing solutions; new digital workflow tools, insights, and analytics; and an enhanced content delivery platform.

 

Underwriting Data and Analytics Solutions

 

We gather information on individual properties, vehicles and communities providing the breadth and depth of data and analytics needed to support our clients as they evaluate, segment, and price personal and commercial insurance, as well as commercial liability insurance, throughout the policy lifecycle. Our property- and auto- specific rating and underwriting information allows our clients to understand, quantify, underwrite, mitigate, and avoid potential loss for these risks.

 

Our database contains data and analytics on approximately 143 million residential properties and 16.3 million commercial properties in the U.S. We have a staff of approximately 500 field representatives strategically located around the U.S. who observe and report on conditions at commercial and residential properties, evaluate community fire-protection capabilities, and assess the effectiveness of municipal building-code enforcement. Each year, our field staff visits approximately 300,000 commercial properties to collect information on new buildings, verify building attributes, and provide specific loss costs. Our auto solutions are powered by a mix of third-party and proprietary data ranging from 2 billion traffic court records to characteristics on more than 280 million insured drivers and 288 million registered vehicles with access to expansive industry databases on loss costs and claims.

 

We are a leading provider of innovative solutions for personal underwriting, including homeowners and auto lines. Drawing on an array of resources from proprietary and third-party data to geospatial imagery, we build and maintain widely used industry-standard tools that assist insurers in underwriting and rating—that is, measuring and selecting risks and pricing coverage appropriately to help ensure fairness to the consumer and a reasonable return for the insurer. Our solutions apply advanced predictive analytics to our deep reservoir of data and information to gauge the degree and cost of risk quickly and precisely, and our workflow tools help insurers increase speed and cost-efficiency while enhancing customer experiences. These solutions span a range of applications—from using precise home reconstruction costs to help policyholders have the right amount of coverage, to providing auto insurers with the data that supports offering consumers a bindable quote in minutes through modern application programming interfaces.

 

We also provide proprietary analytic measures of the ability of individual communities to mitigate losses from important perils. Property insurers throughout the U.S. uses our evaluations of community firefighting capabilities to help determine premiums for fire insurance throughout the country. We provide field-verified and validated data on fire protection services for approximately 36,000 fire response jurisdictions. We also offer services to evaluate the effectiveness of community enforcement of building codes and the efforts of communities to mitigate damage from flooding.

 

Further, we provide information on the insurance rating territories, premium taxes, crime risk, and hazards of windstorm, earthquake, wildfire, and other perils. To supplement our data on specific commercial properties and individual communities, we have assembled, from a variety of internal and third-party sources, information on hazards related to geographic locations representing every postal address in the U.S. Insurers use this information not only for policy quoting but also for analyzing risk concentration in geographical areas. We also make our data and analytics available to commercial real estate lenders to allow them to better understand risks associated with people to whom they lend.

 

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Catastrophe and Risk Solutions

 

We are a leader in and pioneered the field of probabilistic catastrophe modeling used by insurers, reinsurers, intermediaries, financial institutions, and governments to manage their risk from catastrophic events. Our models, which form the basis of our solutions, enable companies to identify, quantify, and plan for the financial consequences of catastrophes. We have developed models for hurricanes, earthquakes, winter storms, tornadoes, hailstorms, wildfires, and floods in more than 120 countries and territories. We have developed a probabilistic terrorism model capable of quantifying the risk in the U.S. from this evolving threat, which supports pricing and underwriting decisions down to the level of an individual policy, as well as models for estimating losses to crop insurance programs in the U.S., Canada, India, and China. Our newest models offer risk quantification solutions for the casualty line of business.

 

We offer global risk intelligence providing insight into sustainability and resilience issues, underpinned by geospatial data and analytics. We provide intelligence on sustainability, resilience, human rights, environmental, sovereign and political risk, stitching together these disparate issues into an interconnected global view built upon objective insight and data.

 

We provide data aggregation and reporting services for catastrophe and large loss claims across the industry. Our platform is recognized as a trusted source for independent loss estimates, covering a broad spectrum of both catastrophe and non-catastrophe events.

 

Life Insurance Solutions  

 

We expanded our offerings to also serve life insurance and annuities through our 2019 acquisition of FAST. Life Insurance Solutions enable new approaches across the policy life cycle through no-code technology, data analytics, and modeling. We have developed a suite of solutions that apply advanced analytics, automation, and machine learning to existing and emerging data sources. Our solutions are designed to help transform current workflows in life insurance underwriting, claim insights, policy administration, unclaimed property/equity, compliance and fraud detection, and actuarial and portfolio modeling. Our FAST platform can reduce time to market, enables faster policy conversion, and can reduce information technology costs for our customers, uniquely positioning us to help support the modernization of the life insurance industry.

 

Specialty Business Solutions  

 

We are a leading software supplier to the global specialty insurance market with particular focus on the London specialty market where we have a long-standing client base. Our powerful software suite, coupled with our vast datasets, experience, and technology allows our clients to grow and better manage their business with greater efficiency, flexibility, and data governance. Our solutions serve insurers, reinsurers, brokers, cover holders, and managing general agents in London and across the globe.

 

We help drive the success of many of the fastest growing insurance and reinsurance specialists by providing full end-to-end management of insurance and reinsurance businesses. Our suite of software solutions covers a broad range of insurance processes from policy negotiation and placement, pricing and policy administration through to claims and outwards reinsurance.

 

Many of our solutions can be integrated with one another and with capabilities across the organization to meet evolving client needs and offer a compelling digital ecosystem for the London and global insurance markets. To that end, our global marketplace solution offers seamless real-time quote-to-bind electronic placing and distribution for the specialty insurance market.

 

Marketing Solutions  

 

Marketing Solutions provides leading marketing solutions for customers in both insurance and non-insurance industries. On December 31, 2025, we sold the Verisk Marketing Solutions business to ActiveProspect, Inc. ("ActiveProspect"), backed by Five Elms Capital Management, LLC, for a net cash sale price of $80.0 million.  Refer to Note 11 . Dispositions and Discontinued Operations for further discussion.

 

International Underwriting Solutions  

 

We continue to expand our footprint of data and solutions to include international markets. Our access to international insurance markets grew through acquisitions and today serve a large number of insurers operating in the Canadian, United Kingdom (U.K.) and Irish P&C markets, and travel market. Additionally, our international expansion provides services to much of the Lloyd's of London market, while also serving clients in Continental Europe, Singapore, China, Australia, and New Zealand. The international enhanced commercial and residential property models and enriched data sets help insurers with triage, reconstruction value, risk selection, pricing, benchmarking, and portfolio management across multiple insured segments. Insurers also use our solutions to help fine-tune the accuracy of their rating models and to enhance underwriting results through a set of analytical solutions that predict the relative risk and variation of major insurance perils, including theft, flood, storm, fire, and freeze. In addition to property data and solutions, clients can benefit from decision and benchmarking analytics using firmographic, technographic, and business intelligence and proprietary management competency scores, delivered digitally to enable straight through processing. Our suite of international solutions also includes rating tools that automate the assessment of pre-existing conditions, helping travel and health insurers to get a broad view of a customer's medical risk and make underwriting decisions with speed and precision.

 

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Claims

 

Our claims insurance solutions provide our customers analytics in fraud detection, compliance reporting, subrogation liability assessment, litigation, and repair cost estimation and valuation, including emerging areas of interest within these categories.

 

Property Estimating Solutions

 

We provide data, analytics, and networking solutions for professionals involved in estimating all phases of building repair and reconstruction. We provide solutions for every phase of a building’s life, including:

 

• quantifying the ultimate cost of repair or reconstruction of damaged or destroyed buildings for personal and commercial properties;

 

• aiding in the settlement of insurance claims; and

 

• tracking the process of repair or reconstruction and facilitating communication among insurers, adjusters, contractors, and policyholders.

 

To help our customers estimate repair costs, we provide a solution that assists contractors and insurance adjusters in estimating repairs using a patented plan-sketching program that automatically calculates material and labor quantities for all desired construction or repairs to a structure based on use r inputs.

 

We also provide our customers access to price lists, which include structural repair and restoration pricing for 468 separate economic areas in North America based on direct market surveys and analysis of actual customer claim experience. We revise this information monthly, and as often as weekly in the aftermath of major disasters, to reflect rapid price changes. Our structural repair and cleaning database contains approximately 22,000 unit-cost line items. Our building and repair pricing data is commonly used by insurance repair contractors and service providers in the U.S. and Canada with computerized estimating systems. This usage leads to accurate reporting of pricing information, which we believe outperforms other tools in the industry.

 

Our virtual claims-adjusting tools help improve policyholder satisfaction, reduce human error, and save on loss adjustment expense. These tools simplify collaboration among claims professionals, contractors, and policyholders as they work together remotely and efficiently. These cloud-based and on-premise solutions include real-time video collaboration, remote measuring tools, generative AI-powered damage assessment, and image analytics fraud warnings, among other features.

 

Customers access our ecosystem for enhanced claims handling and analysis. For example, they can use our weather API for near real-time updates and valuable insights for responding to weather perils that can impact their policyholders and their business. They can also use our data insights to analyze and benchmark their performance against peers in the industry and to manage claims assignments.

 

Anti-Fraud Solutions  

 

We are a leading provider of fraud-detection tools for the P&C insurance industry. Our anti-fraud solutions can improve our customers’ profitability by predicting the likelihood that fraud may be occurring and by detecting suspicious activity after it has occurred.

 

Our claims database lends significant support to the fight against insurance fraud. The database analyzes  more than 1.9 billion claim records and is the world’s largest database of P&C claims information used for claims processing and fraud investigations. Insurers and other participants submit more than 193,000 new claims a day on average across all U.S. P&C insurance industry categories. The benefits of an industry-wide claims database include improved efficiency in reporting data and searching for information, enhanced capabilities for detecting suspicious claims, and superior information for investigating fraudulent claims, suspicious individuals, and possible fraud rings. Our database also helps insurers fulfill their regulatory compliance reporting requirements at both the state and federal levels for delinquent child-support liens and other required checks.

 

When a claim is submitted, our system searches our claims database and returns information about other claims filed by the same individuals or businesses (either as claimants or insureds) that helps our customers determine if fraud may be occurring. The system searches for matches in identifying information fields, such as name, address, Social Security number, vehicle identification number, driver’s license number, tax identification number, or other parties to the loss. Our system also includes advanced name and address searching to perform intelligent searches and improve the overall quality of the matches.

 

Information from match reports speeds up payment of meritorious claims while providing a defense against fraud and can lead to denial of a claim, negotiation of a reduced award, or further investigation by the insurer or law enforcement. We also have a suite of advanced fraud analytics solutions: a solution that uses predictive models to accurately score claims based on fraud indicators; an injury claims solution that uses predictive analytics to detect medical provider fraud, waste, and abuse; and a network analytics solution that helps detect patterns indicative of organized fraud.

 

We continually pursue new solutions that help our customers keep abreast of changing markets and technology. For example, we developed a digital media database that allows customers to view prior-loss images on claim matches so they can detect pre-existing damage on new claims. Our advanced digital media forensics can detect suspicious claim-related photos, and our customers can flag stolen and synthetic identities in the database to help subscribers deter that type of fraud. We also provide accurate person and vehicle coverage details at first notice of loss, including verified registered owner information through a state's department of motor vehicles data, contact information for the individual, and brief claims history. We also integrated advanced capabilities into insurer workflows through strategic partnerships, offering tools that identify stolen or total-loss vehicles using global marketplace data, monitor social media for inconsistencies with reported injuries, and provide incident footage from traffic intersections automatically matched to claims.

 

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Casualty Solutions  

 

We offer a robust suite of casualty/bodily injury solutions to serve the P&C industry, third-party administrators, and self-insured employers. Verisk casualty solutions focus on compliance (Medicare Secondary Payer and workers’ compensation state reporting); casualty claims decision support (severity detection and damage assessment); and workflow automation (automated medical record review and claims processing). Our compliance division offers Medicare Secondary Payer solutions and services to comply with the federal statute, including Section 111 Centers for Medicare & Medicaid Services reporting, lien resolution/conditional payments, liabilities repayment, and ongoing protection of the Medicare Trust Fund via Medicare Set Aside (MSA) services. As a leading provider of Medicare compliance services in the industry, we play a critical role in assisting and protecting all stakeholders, including Medicare and its beneficiaries.

 

Our comprehensive workers’ compensation state reporting helps customers meet the very complex compliance requirements for reporting to states and other government related agencies and entities through an automated process, driving efficiency and productivity for the P&C insurance industry.

 

Our casualty claims decision support and workflow automation offerings augment human capital in a claims organization to make accurate decisions while eliminating manual steps in the process. We have solutions that leverage AI and generative AI to automatically extract unstructured data from and summarize medical records for efficient review and analysis during claim processing and demand packages review to improve injury evaluations and settlement negotiations. We also offer tools that use predictive analytics to provide workers’ compensation severity scoring from first notice of loss through claim closure to help our customers accurately settle claims. For liability, our customers can use our solution to find comparative liability in personal auto, commercial auto, and general liability claims for injury evaluation, determining accident liability and identifying subrogation opportunities.

 

International Claims Solutions

 

We provide a comprehensive suite of solutions supporting property and casualty insurers across the United Kingdom and Europe. Our expertise spans personal injury and motor franchises in Germany, the Nordics, and the United Kingdom, complemented by property claims solutions in Germany and the United Kingdom.

 

By integrating advanced technology with extensive industry knowledge, we help insurers streamline processes, enhance automation, ensure compliance, and make faster, more accurate decisions—ultimately benefiting both clients and policyholders. We are continuously leveraging our expanding data assets to introduce advanced claim analytics and anti-fraud capabilities in these spaces.

 

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Our Customers

 

The customers for the lines of P&C services we offer include the top 100 P&C insurance providers in the U .S., many of the top global reinsurance companies, as well as domestic InsurTech companies and insurers in international markets. A substantial number of P&C insurance providers in the U.S. use our statistical agent services to report to regulators, and a large number of insurers and reinsurers in the U.S. use our actuarial services and industry-standard insurance programs. In addition, certain agencies of the federal government as well as county and state governmental agencies and organizations use our solutions to help satisfy government needs for risk assessment and emergency response information. Within Catastrophe and Risk Solutions, we serve reinsurers, insurers, brokers, governments, and corporations by helping them identify, quantify and plan for the financial consequences of catastrophes. For life and annuity insurers, we offer digital solutions including electronic applications and policy administration systems to enable automated/accelerated triage, underwriting, fraud detection, and modeling. Our claims database serves thousands of customers in the P&C insurance industry, including  self-insurers, third party administrators, several state fraud bureaus, and many law enforcement agencies involved in the investigation and prosecution of insurance fraud. Insurance repair contractors and service providers in the U.S. and Canada with computerized estimating systems commonly use our building and repair cost estimation pricing data.

 

Our Competitors

 

The breadth of markets we serve exposes us to a broad range of competitors as described below. We operate primarily in the U.S. P&C insurance industry. We have numerous competitors in specific lines or services. We encounter competition from a broad array of sources, including insurers that develop internal technology and actuarial methods for proprietary insurance programs. Competitors also include other statistical agents and other advisory organizations, that provide underwriting rules, prospective loss costs, and coverage language. Competitors for our property-specific rating and underwriting information include regional providers of commercial property inspections and surveys, as well as emerging providers in the InsurTech space. We also compete with a variety of organizations that offer consulting services, primarily specialty technology and consulting firms. In addition, a customer may use its own internal resources rather than engage an outside firm for these services. Our underwriting solutions compete with a variety of companies in the marketplace. Such competitors include information technology product and services vendors; management and strategy consulting firms; and specialized information technology and analytical services firms. In the life insurance sector, our solutions compete against numerous independent vendors, as well as the in-house technology departments of life insurers. In the P&C insurance claims and catastrophe modeling markets, products are offered by a number of companies in the areas of catastrophe modeling, repair cost estimating, claims investigative reports, claims fraud analytics, and injury claims analytics. We believe that our P&C insurance industry expertise, and our ability to offer multiple applications, services, and integrated solutions to individual customers are competitive strengths.

 

Development of New Solutions

 

We take a market-focused team approach to developing our solutions. Our operating units are responsible for developing, reviewing, and enhancing our various solutions and services. Our data management and production team designs and manages our processes and systems for market data procurement, proprietary data production, and quality control. Our teams support our efforts to create new information and solutions from available data and explore new methods of collecting data. We are focused on understanding and documenting business unit and corporate data assets and data issues, sharing and combining data assets across the enterprise, creating an enterprise data strategy, facilitating research and product development, and promoting cross-enterprise communication.

 

Our software development teams build the technology used in many of our solutions. As part of our product development process, we continually solicit feedback from our customers on the value of our solutions and services and the industry market’s needs. We have established an extensive system of customer advisory panels that meet regularly throughout the year to help us respond effectively to the needs of our markets. In addition, we use frequent sales calls, executive visits, user group meetings, and other industry forums to gather information to align our product development efforts with the needs of the market. We also use a variety of market research techniques to enhance our understanding of our customers and the markets in which they operate.

 

We add to our offerings through an active acquisition program. Since 2022, we have a cquired 10 businesses, w hich have allowed us to enter new markets, offer new solutions, and enhance the value of existing services with additional proprietary sources of data.

 

At times, we augment our proprietary data sources and systems by forming alliances with other leading information providers and technology companies and integrating their product offerings into our offerings to better serve our customers. This approach gives our customers the opportunity to obtain the information they need from a single source and more easily integrate the information into their workflows.

 

 

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Client Strategy, Sales, and Support

 

Our overall client strategy is driven by our extensive industry expertise and our unique position within the insurance ecosystem. We endeavor to be the leading strategic data, analytics, and technology partner to the global insurance industry by delivering value to our clients through knowledge, expertise, and scale, and we focus on elevating the strategic dialogue with our clients. We primarily engage with clients through direct interaction, leveraging a structured, multi-tiered sales approach. This approach includes Managing Directors, Account Executives, Account Managers, Subject Matter Experts, Technical Consultants, and Sales Client Support specialists. Within our organization, we have dedicated sales teams that focus on specific solutions and services. These specialized Account Executives are responsible for selling highly technical solution sets to targeted sectors, working in close coordination with broader account management teams to ensure a holistic approach to customer engagement.

 

Account Executives play a key role in both sales and customer service activities. They provide direct support to assigned customers, engaging frequently to ensure a positive experience with our services. While Account Executives primarily focus on identifying new sales opportunities, they collaborate closely with various teams to align our solutions with customer needs. We believe our deep solutions knowledge, ability to build trusted relationships, and local presence set us apart from the competition. Subject Matter Experts partner with Account Executives on specific opportunities related to their assigned solutions and market segments. Account Executives manage the overall sales process, while Subject Matter Experts manage the detailed integration and functional discussions to ensure successful outcomes and customer satisfaction. Both Account Executives and Subject Matter Experts are responsible for identifying new sales opportunities, as well as managing renewals of existing business. A team-based approach, supported by a unified customer relationship management system, ensures effective coordination across all groups.

 

To optimize account management for our largest customers, we segment our client base into three distinct tiers. Tier One consists of our most significant customers. To ensure strategic and executive-level engagement with these Tier One clients, a Managing Director within the Client Strategy organization is responsible for the overall and executive-level relationship between the client and all of Verisk, fostering alignment across our solutions and services. Tier Two clients encompass both large and middle-market customer groups. Tier Three consists of smaller, specialized companies that may focus on a single line of business, serve specific regions, or be recent entrants to the market. Within the Tier One and Tier Two segments, our U.S. and global sales teams are organized by the following disciplines: personal lines underwriting and pricing, commercial lines underwriting and pricing, claims, catastrophe modeling and exposure management, and specialty. For Tier Three clients, a generalist Account Executive is assigned within each business unit, taking on overall account management responsibilities. Our tiered approach has proven to be an effective sales model for building strong customer relationships. Additionally, our senior leadership team regularly engages with senior management at our client organizations to ensure strategic alignment, and to foster opportunities for mutual partnership and innovation.

 

Sources of Our Data

 

The data we use to perform our analytics and power our solutions is sourced through seven different kinds of data arrangements. First, we gather data from our customers within agreements that also permit our customers to use the solutions created from their data. Those agreements remain in effect unless the data contributor chooses to opt out. It is rare that contributors elect not to continue providing us with all or a substantial portion of their data. Second, we have agreements with data contributors in which we specify the particular uses of their data and provide their required levels of privacy, protection of data, and where necessary, de-identification of data. The agreements represent no cost to us, generally feature a specified period of time for the data contributions, and require renewal. Third, we “mine” data found inside the transactions supported by our solutions; as an example, we use the claims settlement data generated inside our repair cost estimating solution to improve the cost factors used in our models. Again, those arrangements represent no cost to us, and we obtain the consent of our customers to make use of their data in this way. Fourth, we source data, generally, at no cost from public sources, including federal, state, and local governments. Fifth, we gather data about the physical characteristics of commercial properties through the direct observation of our field staff members, who also perform property surveys at the request of, and facilitated by, property insurers. Sixth, we collect data, or license or purchase from third parties, on geographic and spatially referenced information relating to residential and commercial structures by using the latest remote sensing and machine learning technologies. Lastly, we purchase data from data aggregators under contracts that reflect prevailing market pricing for the data elements purchased, including county tax assessor records, descriptions of hazards such as flood plains, and professional licenses. We are the owners of the derivative solutions we create using the data we collect.

 

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Information Technology

 

Technology

 

Our information technology systems and adoption of cloud computing are fundamental to our success. They are used for the storage, processing, access, and delivery of the data that forms the foundation of our business and the development and delivery of the solutions we provide to our customers. We generally own, or have secured ongoing rights to use for the purposes of our business, all the customer-facing applications that are material to our operations. We support and implement a mix of technologies and focus on implementing the most efficient technology for any given business requirement or task.

 

Data Centers

 

In 2023, with our migration to cloud computing, we closed our Lehi, Utah Data Center, and in 2024, we closed our Somerset, New Jersey facility. We will continue to maintain other data centers dedicated to other businesses we acquired recently.

 

Disaster Recovery

 

We are committed to a framework for business continuity management and carry out annual reviews of the state of preparedness of each business unit. As we migrate our applications to the public cloud, we also evaluate the level of redundancy required for each application. We leverage native cloud capabilities with regards to availability and use both zones and regions in public cloud based on availability requirements. Business continuity planning is in place for all of our critical business processes to provide for the prompt and effective continuation of critical services in the event of a business disruption. Our business continuity program adheres to ISO 22301:2019, which is an international standard for business continuity. All business impact analyses and business continuity plans are reviewed and updated, at a minimum, annually or when significant business changes occur.

 

Security

 

We have adopted a wide range of measures to secure our information technology ("IT") infrastructure and data. Security measures generally cover the following key areas: security policies and governance committees, physical security, logical security of the perimeter, network security, logical access to applications and operating systems, deployment of endpoint security software, email security, cloud security, data security, and appropriate procedures relating to removable media such as laptops, which are also encrypted. Our commitment to security has earned ISO 27001:2022 Certification for our core enterprise security services, which is an international standard for best practices associated with our Information Security Management System. See also "Item 1C. Cybersecurity."

 

Intellectual Property

 

We own a significant number of intellectual property rights, including copyrights, trademarks, trade secrets, and patents. Specifically, our policy language, insurance manuals, software, and databases are protected by both registered and common law copyrights, and the related proprietary processes are protected by trade secrets. The licensing of those materials to our customers for their use represents a large portion of our revenue. We also own in excess of 600 trademarks in the U.S. and foreign countries, including the names of our solutions and services and our logos and tag lines, many of which are registered. We believe many of our trademarks, trade names, service marks, and logos to be of material importance to our business, as they assist our customers in identifying our solutions and services and the quality that stands behind them. We consider our intellectual property to be proprietary, and we rely on a combination of statutory (for example, copyright, trademark, trade secret, and patent) and contractual safeguards in a comprehensive intellectual property enforcement program to protect it wherever it is used.

 

We also own several patents and have several pending patent applications in the U.S. that complement our solutions. We believe the protection of our proprietary technology is important to our success, and we will continue to seek to protect those intellectual property assets for which we have expended substantial research and development capital and that are material to our business.

 

To maintain control of our intellectual property, we enter into contractual agreements with our customers, granting each customer limited licenses to our solutions and services, including our software and databases. This helps maintain the integrity of our proprietary intellectual property and to protect the embedded information and technology contained in our solutions. As a general practice, employees, contractors, and other parties with access to our proprietary information sign agreements that prohibit the unauthorized use or disclosure of our proprietary rights, information, and technology.

 

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Human Capital

 

Our global workforce is united by our mission to serve, add value, and innovate for customers. We continue to invest in our people worldwide by encouraging all employees to reach their full potential through a focus on learning, providing competitive compensation and benefits, and a culture anchored on our purpose driven values of results, learning, and caring.

 

As a knowledge-based business, we carefully integrate the skills and talents of approximately 8,000 employees worldwide as of December 31, 2025. Many of our highly credentialed team hold advanced degrees and professional certifications specializing in actuarial science, chemistry and physics, commercial banking and finance, commodity analytics, data science and artificial intelligence, economics, engineering, GIS mapping, meteorology, natural resources, predictive analytics, supply chain, and other fields. 

 

Approximately 57% of our employees are based in the United States, 11% in the United Kingdom, 11% in India, with the remainder serving in 18 other countries across the globe. 

 

Very few of our employees are represented by unions or subject to collective bargaining agreements, and a small number of employees in Germany are represented by a works council. We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements. 

 

We support and work to inspire our people with a collaborative and engaging culture, and career development and learning opportunities at all levels, competitive compensation and benefits, an ongoing focus on well-being, and responsive leadership. Starting in 2021, we introduced a common global wellbeing day across the enterprise to recognize the importance of the total wellbeing of our workforce.

 

In 2025, we continued to prioritize career development across the Company by utilizing an employee-centric strategy based on feedback from employees and managers. We advanced our Career Framework by aligning foundational and functional skills to each job function and grade, and by educating employees and managers on how to use these skills to support a consistent approach to career development. In addition, with the roll-out of a new talent and workforce management platform in 2025, employees can view skills connected to their current roles, explore skills for other roles, and identify targeted development opportunities – all in a shared technology platform. These enhancements reflect our commitment to building a shared language for development. Looking ahead to 2026, we will continue to help employees understand the skills model and how to use it for skill assessment, feedback, and targeted development. 

 

The foundation of our performance management approach is built on three core principles: feedback, coaching, and continuous conversations. Each quarter, employees and managers continue to participate in quarterly connects and are prompted to review and discuss goals, progress, and ways to grow and develop. This structure builds alignment, connection, and engagement.

 

Our leadership development programs are targeted at rising professionals, first-time managers, experienced leaders, and rising executive leaders. Across all programs, participant feedback is exceptionally strong, averaging 4.7 out of 5 stars. 

 

In 2025, we launched our Executive Leadership Lab, rounding out our leadership offering with a six-month intensive experience for our most senior learners. This program develops Verisk’s rising executive leaders through virtual and immersive in-person sessions, blending off-site experiences, industry experts, external speakers, executive coaching, and hands-on activities centered on three key skills: strategic thinking, invention, and talent multiplication. 

 

We also developed and launched Insight City, an immersive learning solution designed to help employees navigate our businesses, culture, and ways of working. Insight City gives employees an engaging way to explore our history, solutions, and customers through interactive moments and real-world scenarios. This initiative responds to a growing appetite for modern, experiential learning and reinforces our commitment to equipping employees with the knowledge they need to thrive at Verisk.

 

Lastly, in 2025, we significantly expanded leadership development through our enterprise coaching offering, partnering with a global roster of International Coaching Federation-certified coaches. Nominated employees participate in this experience by selecting a coach, setting development goals, and engaging in personalized coaching journeys, with unlimited one-on-one sessions. Participants in the program leveraged one-on-one coaching sessions to drive performance and build lasting leadership capabilities.

 

We offer competitive salaries, short and long-term incentives, and the opportunity for advancement. In addition, our benefits program includes paid time off (“PTO”), flextime and telecommuting options, and a 401(k) program with a 100% company match (up to 6%). We also offer health insurance plans, no-cost life insurance equivalent to annual salary (with the option to purchase more), a discounted stock purchase program, and a variety of physical, mental, and financial well-being offerings and resources. Terms vary by business unit and country.

 

In 2025, over 650 Verisk employees across 20 locations and 8 countries registered volunteer hours during Verisk Volunteer Week. Efforts included a Rise Against Hunger event with over 91,830 meals packed, donation drives, and local community cleanup activities. 

 

The health and safety of our people working around the globe is a top priority, and our facilities worldwide follow rigorous, internally and externally audited, occupational health and safety policies. We also recognize that protecting the health, safety and well-being of our employees is crucial.

 

Our employee engagement score for 2025 is 80%, improving by 2% points since 2024. Verisk continues to be recognized for our outstanding workplace culture by Great Place to Work® in the U.S., receiving certification for the tenth consecutive year in 2025. Additionally, in 2025, Verisk was certified for the sixth time in the United Kingdom, Spain, and India, and was certified for the fourth time in Poland. Employees feel Verisk meets the benchmark for innovation, inclusivity, company values, and leaders’ effectiveness.

 

We are also earning recognition from several Best Workplaces™ lists including Forbes' America’s Best Employers for Company Culture™, Fortune’s Best Workplaces in New York™, Fortune’s Best Workplaces in Technology™, Fortune’s 100 Best Companies to Work for™ in Europe, UK's Best Workplaces™, UK’s Best Workplaces for Women™, UK’s Best Workplaces for Wellbeing™, UK’s Best Workplaces for Development™, UK’s Best Workplaces in Tech™, Spain’s Best Workplaces™, Spain’s Best Workplaces in Tech™, Best Workplaces in Málaga™, Poland’s Best Workplaces™, Poland’s Best Workplaces for Women™, India’s Great Mid-size Workplaces™, India’s Best Workplaces for Millennials™, and India’s Best Workplaces in IT & IT-BPM™. The Great Place to Work Institute is a global authority on high-trust, high-performance workplaces. To achieve certification, Verisk employees are surveyed on the extent to which they reported a consistently great workplace experience. To create an outstanding employee experience, leaders understand and act on results and insights, and continuously communicate with employees through town halls and local engagement events.

 

 

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Regulation

 

Because our business involves the distribution of certain personal, public, and nonpublic data to businesses and governmental entities that make eligibility, service, and marketing decisions based on such data, certain of our solutions and services are subject to regulation under federal, state, and local laws in the U.S. and, to a lesser extent, in foreign countries. Examples of such regulation include the Fair Credit Reporting Act, which regulates the use of consumer credit report information; the Gramm-Leach-Bliley Act, which regulates the use of nonpublic personal financial information held by financial institutions and applies indirectly to companies that provide services to financial institutions; the Drivers Privacy Protection Act, which prohibits the public disclosure, use, or resale by any state’s department of motor vehicles of personal information about an individual that was obtained by the department in connection with a motor vehicle record, except for a “permissible purpose”; and various other federal, state, and local laws and regulations.

 

Those laws generally restrict the use and disclosure of personal information and provide consumers certain rights to know the manner in which their personal information is being used, to challenge the accuracy of such information, and/or to prevent the use and disclosure of such information. In certain instances, the laws also impose requirements for safeguarding personal information through the issuance of data security standards or guidelines. Certain state laws impose similar privacy obligations, as well as obligations to provide notification of security breaches in certain circumstances.

 

We are also licensed as a rating, rate service, advisory, or statistical organization under state insurance codes in all 50 states, Puerto Rico, Guam, the U.S. Virgin Islands, and the District of Columbia. As such an advisory organization, we provide statistical, actuarial, policy language development, and related solutions and services to P&C insurers, including advisory prospective loss costs, other prospective cost information, manual rules, and policy language. We also serve as an officially designated statistical agent of state insurance regulators to collect policy writing and loss statistics of individual insurers and compile that information into reports used by the regulators.

 

Many of our solutions, services, and operations as well as insurers' use of our services are subject to state rather than federal regulation by virtue of the McCarran-Ferguson Act. As a result, many of our operations and solutions are subject to review and/or approval by state regulators. Further, our operations involving licensed advisory organization activities are subject to periodic examinations conducted by state regulators; and our operations and solutions are subject to state antitrust and trade practice statutes within or outside state insurance codes, which are typically enforced by state attorneys general and/or insurance regulators.

 

Available Information

 

We maintain an Investor Relations website on the Internet at investor.verisk.com. We make available free of charge on or through this website, our annual, quarterly, and current reports and any amendments to those reports as soon as reasonably practicable following the time they are electronically filed with or furnished to the U.S. Securities and Exchange Commission ("SEC"). For access to the filings, click the “SEC Filings” link on the “Financials” tab on our Investor Relations homepage. The contents of our website are not incorporated into this filing. Verisk trades on the NASDAQ Global Market in the Nasdaq Global Select Market segment under the ticker symbol “VRSK.” Our stock was first publicly traded on October 7, 2009.

 

The public may read any materials filed by Verisk with the SEC on the SEC's Internet site (www.sec.gov), which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 

 

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Item 1A.

Risk Factors

 

You should carefully consider the following risks and all of the other information set forth in this annual report on Form 10-K before deciding to invest in any of our securities. If any of the following risks actually occurs, our business, financial condition or results of operations would likely suffer. In such case, the trading price of our securities, including our common stock, could decline due to any of these risks, and you may lose all or part of your investment. 

 

Strategic and Operational Risks Related to Our Business

 

We are subject to competition in many of the markets in which we operate and we may not be able to compete effectively.

 

Markets in which we operate or which we believe may provide growth opportunities for us are highly competitive, and are expected to remain highly competitive. We compete on the basis of quality, customer service, product and service selection, and pricing. Our competitive position in various market segments depends upon the relative strength of competitors in the segment and the resources devoted to competing in that segment. Certain competitors may be able to allocate greater resources to a particular market segment than we can. As a result, these competitors may be in a better position to anticipate and respond to changing customer preferences, emerging technologies and market trends. In addition, new competitors and alliances may emerge to take market share away, and as we enter into new lines of business, due to acquisition or otherwise, we face competition from new players with different competitive dynamics. We may be unable to maintain our competitive position in our market segments, especially against larger competitors. We may also invest further to upgrade our systems in order to compete. If we fail to successfully compete, our business, financial position and results of operations may be adversely affected. 

 

We could lose our access to data from external sources, which could prevent us from providing our solutions.

 

We depend upon data from external sources, including data received from customers and various government and public record services, for information used in our data repositories. In general, we do not own the information in these data repositories, and the participating organizations could discontinue or materially limit contributing information to the data repositories. Our data sources could withdraw or increase the price for their data for a variety of reasons, and we could also become subject to legislative, judicial, or contractual restrictions on the use of such data, in particular if such data is not collected by the third parties in a way that allows us to legally use and/or process the data. We are also reliant on internal controls of third parties to ensure the accuracy of their data. If a third party suffers reputational damage from an underlying issue, we may discontinue using their services. If a substantial number of data sources, or certain key sources, were to withdraw, materially limit, be unable to provide their data, or if we were to lose access to data due to government regulation or policy, decline in reputation or if the collection of data became uneconomical, our ability to provide solutions to our customers could be impacted, which could materially adversely affect our business, reputation, financial condition, operating results, and cash flows.

 

Agreements with our data suppliers are short-term agreements. Some suppliers are also competitors, which may make us vulnerable to unpredictable price increases and may cause some suppliers not to renew certain agreements. Our competitors could also enter into exclusive contracts with our data sources. If our competitors enter into such exclusive contracts, we may be precluded from receiving certain data from these suppliers or restricted in our use of such data, which would give our competitors an advantage. Such a termination or exclusive contracts could have a material adverse effect on our business, financial position, and operating results if we were unable to arrange for substitute data sources.

 

To the extent the availability of free or relatively inexpensive information increases, the demand for some of our solutions may decrease.

 

Public sources of free or relatively inexpensive information have become increasingly available and this trend is expected to continue. Governmental agencies in particular have increased the amount of information to which they provide free public access. Public sources of free or relatively inexpensive information may reduce the demand for our solutions. To the extent that customers choose not to obtain solutions from us and instead rely on information obtained at little or no cost from these public or less expensive sources, our business and results of operations may be adversely affected.

 

If we are unable to develop successful new solutions or if we experience defects, failures and delays associated with the introduction of new solutions, our business could suffer serious harm.

 

Our growth and success depend upon our ability to develop and sell new solutions. If we are unable to develop new solutions, or if we are not successful in introducing and/or obtaining regulatory approval or acceptance for new solutions, or products we develop face sufficient pricing pressure to make them unattractive to pursue, we may not be able to grow our business, or growth may occur more slowly than we anticipate. In addition, significant undetected errors or delays in new solutions may affect market acceptance of our solutions and could harm our business, financial condition or results of operations. In the past, we have experienced delays while developing and introducing new solutions, primarily due to difficulties in developing models, acquiring data and adapting to particular operating environments. Errors or defects in our solutions that are significant, or are perceived to be significant, could result in rejection of our solutions, damage to our reputation, loss of revenues, diversion of development resources, an increase in product liability claims, and increases in service and support costs and warranty claims. 

 

We typically face a long selling cycle to secure new contracts that require significant resource commitments, which result in a long lead time before we receive revenues from new relationships.

 

We typically face a long selling cycle to secure a new contract and there is generally a long preparation period in order to commence providing the services. We typically incur significant business development expenses during the selling cycle and we may not succeed in winning a new customer’s business, in which case we receive no revenues and may receive no reimbursement for such expenses. Even if we succeed in developing a relationship with a potential new customer, we may not be successful in obtaining contractual commitments after the selling cycle or in maintaining contractual commitments after the implementation cycle, which may have a material adverse effect on our business, results of operations and financial condition.

 

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We derive a substantial portion of our revenues from U.S. P&C primary insurers. If there is a downturn in the U.S. insurance industry or that industry does not continue to accept our solutions, our revenues will decline.

 

Revenues derived from solutions we provide to U.S. P&C primary insurers account for a substantial portion of our total revenues. During the year ended December 31, 2025, approximately 70% of our re venue was derived from solutions provided to U.S. P&C primary insurers. Also, our invoices for certain of our solutions are linked in part to premiums in the U.S. P&C insurance market, which may rise or fall in any given year due to loss experience and capital capacity and other factors in the insurance industry such as responses to natural disasters and climate-related events that are beyond our control. In addition, our revenues will decline if the insurance industry does not continue to accept our solutions.

 

Factors that might affect the acceptance of these solutions by P&C primary insurers include the following:

 

 
•

changes in the business analytics industry;

 
 
 

 
•

changes in technology;

 
 
 

 
•

our inability to obtain or use state fee schedule or claims data in our insurance solutions;

 
 
 

 
•

changes in regulation

 
 
 

 
•

saturation of market demand;

 
 
 

 
•

loss of key customers;

 
 
 

 
•

industry consolidation; 

 
 
 

 
•

failure to execute our customer-focused selling approach; and

 
 
 

 
•

insourcing by insurers of the services or analytics we currently provide.

 

 

A downturn in the insurance industry, pricing pressure or lower acceptance of our solutions by the insurance industry could result in a decline in revenues from that industry and have a material adverse effect on our financial condition, results of operations and cash flows.

 

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Acquisitions, other strategic relationships and dispositions of our business, and related integration and separation risks, could result in operating difficulties and other harmful consequences, and we may not be successful in achieving the anticipated benefits of such transactions.

 

Our long-term business strategy includes growth through acquisitions and other strategic relationships. Future acquisitions may not be completed on acceptable terms and acquired assets, data or businesses may not be successfully integrated into our operations, and we may ultimately divest unsuccessful acquisitions or investments. Moreover, from time to time we may also undertake dispositions of certain businesses or assets. Any acquisitions, investments and dispositions will be accompanied by the risks commonly encountered in such transactions. Such risks include, among other things:

 

 
•

failing to implement or remediate controls, procedures and policies appropriate for a larger public company at acquired companies that prior to the acquisition lacked such controls, procedures and policies;

 
 
 

 
•

paying more than fair market value for an acquired company or assets, or receiving less than fair market value for disposed businesses or assets;

 
 
 

 
•

failing to integrate or separate the operations and personnel of the acquired or disposed businesses in an efficient, timely manner;

 
 
 

 
•

assuming potential liabilities of an acquired company;

 
 
 

 
•

managing the potential disruption to our ongoing business;

 

 
•

distracting management focus from our core businesses;

 
 
 

 
•

failing to retain management at the acquired company;

 

 
 

 
•

difficulty in acquiring suitable businesses, including challenges in predicting the value an acquisition will ultimately contribute to our business;

 
 
 

 
•

possibility of overpaying for acquisitions, particularly those with significant intangible assets that derive value using novel tools and/or are involved in niche markets;

 
 
 

 
•

impairing relationships with employees, customers, and strategic partners;

 
 
 

 
•

incurring expenses associated with the amortization of intangible assets particularly for intellectual property and other intangible assets;

 
 
 

 
•

incurring expenses associated with an impairment of all or a portion of goodwill and other intangible assets due to changes in market conditions, weak economies in certain competitive markets, or the failure of certain acquisitions to realize expected benefits; and

 
 
 

 
•

diluting the share value and voting power of existing stockholders.

 

The anticipated benefits of many of our acquisitions may not materialize. Future acquisitions or dispositions could result in the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill and other intangible assets, any of which could harm our financial condition.

 

We may incur substantial additional indebtedness in connection with future acquisitions.

 

In order to finance acquisitions, which are an important part of our long-term growth strategy, we may incur substantial additional indebtedness and such increased leverage could adversely affect our business. In particular, the increased leverage could increase our vulnerability to sustained, adverse macroeconomic weakness, limit our ability to obtain further financing and limit our ability to pursue other operational and strategic opportunities. The increased leverage, potential lack of access to financing and increased expenses could have a material adverse effect on our financial condition, results of operations and cash flows.

 

There may be consolidation in our end customer market, which could reduce the use of our services.

 

Mergers or consolidations among our customers could reduce the number of our customers and potential customers. This could adversely affect our revenues even if these events do not reduce the aggregate number of customers or the activities of the consolidated entities. If our customers merge with or are acquired by other entities that are not our customers, or that use fewer of our services, they may discontinue or reduce their use of our services. The adverse effects of consolidation will be greater in sectors that we are particularly dependent upon, for example, in the P&C insurance sector. Any of these developments could materially adversely affect our business, financial condition, operating results, and cash flows. 

 

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Financial and Economic Risks Related to Our Business

 

General economic, political and market forces and dislocations beyond our control could reduce demand for our solutions and harm our business.

 

The demand for our solutions may be impacted by domestic and international factors that are beyond our control, including macroeconomic, political and market conditions, global supply chain disruption, the availability of short-term and long-term funding and capital, the level and volatility of interest rates, currency exchange rates, and inflation. Any one or more of these factors may contribute to reduced activity and prices in the securities markets generally and could result in a reduction in demand for our solutions, which could have an adverse effect on our results of operations and financial condition. A significant additional decline in the value of assets for which risk is transferred in market transactions could have an adverse impact on the demand for our solutions.

 

Our financial position may be impacted by tax audits or changes in tax laws or tax ruling

 

We are subject to tax in the U.S., various states, and foreign jurisdictions, and are routinely under audit by various tax authorities. Our existing corporate structure and tax positions have been implemented in a manner which we believe is compliant with current tax laws, however it is possible that tax authorities may disagree with the positions we have taken due to differing interpretations of prevailing tax rules. Tax audits with an adverse outcome could have a material impact on our effective tax rate, cash tax positions, and deferred tax assets and liabilities.

 

Existing tax laws in the jurisdictions in which we operate are subject to change given current political and economic conditions. Changes in existing tax laws or rulings, or changes in interpretations of existing laws, could have a significant impact on our effective tax rate, cash tax positions, and deferred tax assets and liabilities. Furthermore, the Organization for Economic Co-operation and Development ("OECD") has issued Pillar Two model rules for a global minimum tax of 15% that has been agreed upon in principle by over 140 countries. While we have assessed the effect of Pillar Two and do not expect it to materially increase our tax expense, the ultimate impact will depend on the implementation of specific rules in each jurisdiction.

 

Cybersecurity and Product/Technology Risks Related to Our Business

 

Fraudulent or unpermitted data access and other cyber-security or privacy breaches may negatively impact our business and harm our reputation.

 

Security breaches in our facilities, computer networks, and data repositories may cause harm to our business and reputation and result in a loss of customers. Many of our solutions involve the storage and transmission of proprietary information and sensitive or confidential data, which are significantly complex with various uses across businesses and locations. With a large number of inter-related systems, keeping the technology current and managing vulnerabilities is challenging. As with other global companies, our systems are regularly subject to cyber-attacks, cyber-threats, attempts at fraudulent access, physical break-ins, computer viruses, attacks by hackers and similar disruptive problems. As cyber-threats continue to evolve, we are required to expend significant additional resources to continue to modify and enhance our protective measures and to investigate and remediate any information security vulnerabilities and incidents. Despite efforts to ensure the integrity of our systems and implement controls, processes, policies and other protective measures, we may not be able to anticipate or detect all security breaches or fraudulent access attempts, nor may we be able to implement guaranteed preventive measures against such security breaches or fraudulent access attempts. Cyber-threats are rapidly evolving and we may not be able to anticipate, prevent or detect all such attacks and could be held liable for any security breach or loss.

 

Third-party contractors, including cloud-based service providers, also may experience security breaches involving the storage and transmission of proprietary information. If users gain improper access to our data repositories, they may be able to steal, publish, delete or modify confidential third-party information that is stored or transmitted on our networks. Our business relies on the secure processing, transmission, storage and retrieval of confidential, proprietary and other information in our computer and data management systems and networks, and in the computer and data management systems and networks of third parties. In addition, to access our network, products and services, our customers and other third parties may use personal mobile devices or computing devices that are outside of our network environment and are subject to their own cybersecurity risks.

 

In addition, customers’, employees’ or other’s misuse of and/or gaining fraudulent or unpermitted access to or failure to properly secure our information or services could cause harm to our business and reputation and result in loss of customers. Any such misappropriation and/or misuse of or failure to properly secure our information could result in us, among other things, being in breach of certain data protection and related legislation.

 

A security or privacy breach may affect us in the following ways:

 

 
•

deterring customers from using our solutions;

 
 
 

 
•

deterring data suppliers from supplying data to us;

 
 
 

 
•

harming our reputation;

 
 
 

 
•

exposing us to liability;

 
 
 

 
•

increasing operating expenses to correct problems caused by the breach;

 
 
 

 
•

affecting our ability to meet customers’ expectations; and/or

 
 
 

 
•

causing inquiry from governmental authorities.

 

Incidents in which consumer data has been fraudulently or improperly acquired or viewed, or any other security or privacy breaches, have in the past occurred, and may in the future occur and could go undetected. The number of potentially affected consumers identified by any future incidents is inherently uncertain. Any such incident could materially adversely affect our business, reputation, financial condition, operating results and cash flows. In addition, media or other reports of perceived security vulnerabilities to our systems or those of our third-party suppliers, even if no breach has been attempted or occurred, could also adversely impact our reputation and materially impact our business.

 

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We may lose key business assets, through the loss of data center capacity or the interruption of cloud computing, telecommunications links, the internet, or power sources, which could significantly impede our ability to do business. 

 

Our operations depend on our ability, as well as that of third-party service providers to whom we have outsourced several critical functions, to protect data centers, whether in cloud or dedicated environments, and related technology against damage from hardware failure, fire, flood, power loss, telecommunications failure, impacts of terrorism, breaches in security (such as the actions of computer hackers), natural disasters, or other disasters. Certain of our facilities are located in areas that could be impacted by coastal flooding, earthquakes or other disasters. The online services we provide are dependent on links to telecommunications providers. In addition, we generate a significant amount of our revenues through websites and call centers that we utilize in the acquisition of new customers, fulfillment of solutions and services and responding to customer inquiries. We may not have sufficient redundant operations to cover a loss or failure in all of these areas in a timely manner. Certain of our customer contracts provide that our online servers may not be unavailable for specified periods of time. Any damage to our or our third-party service provider’s data centers, failure of our telecommunications links or inability to access these websites or call centers could cause interruptions in operations that materially adversely affect our ability to meet customers’ requirements, resulting in decreased revenue, operating income and earnings per share.

 

A technology vendor that provides critical services, such as cloud-based infrastructure, creates a single point of failure resulting in pricing or contract lock-in risk.

 

As our operations migrate to a cloud-based information technology infrastructure and delivery model (distributed computing infrastructure platform for business), systems are consolidated into a smaller number of large infrastructure suppliers. We cannot easily switch cloud providers, meaning that any disruption of or interference with our use of a particular supplier, would impact our operations and our business would be adversely impacted. Any of the few of these suppliers could suffer an outage which would in turn result in an outage for one or more of our products. These suppliers could also be subject to regulatory actions, or conflicts of interest which could force us to seek alternative suppliers in a short time period, at an economic disadvantage. 

 

AI use by our customers or other third parties could result in the replacement of our existing products and/or solutions or the reduction of their relevance.

 

Many of our products rely on proprietary or copyrighted material which could be fed into AI models without our knowledge. Evolved AI-based ecosystems and workflow automation developed by our customers or generic datasets enhanced by AI could compete more effectively with our products or solutions. This could result in duplication of our products or solutions by AI tools and reduce the relevance or value proposition of such products or solutions. 

 

Our own use of AI to enhance our products could lead to unanticipated consequences such as ethical, compliance, privacy-observing, bias-reducing, and/or intellectual property issues. 

 

Increasing use of AI, including but not limited to generative AI models and agentic AI processes, in our internal systems may create new attack methods for adversaries and raise ethical, technological, legal, regulatory, and other challenges, which may negatively impact our brands and demand for our products and services. Our business policies and internal security controls may not keep pace with these changes as new threats emerge, or the emerging cybersecurity regulations in jurisdictions worldwide. Additionally, we are actively adding new AI features to our services. Because the AI landscape is developing and inherently risky, no assurance can be given that such strategies and offerings will be successful or will not harm our reputation, financial condition, and operating results. Product features that rely on AI may be susceptible to unanticipated security threats from sophisticated adversaries. 

 

We use analytical models to assist our customers in key areas, such as underwriting, claims, reserving, and catastrophe risks, but actual results could differ materially from the model outputs and related analyses.

 

We use various modeling techniques (e.g., scenarios, predictive, stochastic and/or forecasting) and data analytics to analyze and estimate exposures, loss trends and other risks associated with our products. We use the modeled outputs and related analyses to assist customers with decision-making (e.g., underwriting, pricing, claims, reserving, reinsurance, and catastrophe risk). The modeled outputs and related analyses are subject to various assumptions, uncertainties, model errors and the inherent limitations of any statistical analysis, including the use of historical internal and industry data. In addition, the modeled outputs and related analyses may occasionally contain inaccuracies, perhaps in material respects, including as a result of inaccurate inputs or applications thereof. Climate change and other variables may make modeled outcomes less certain or produce new, non-modeled risks. Consequently, actual results may differ materially from our modeled results. If, based upon these models or other factors, we provide inaccurate information to customers, or overestimate the risks we are exposed to, new business growth and retention of our existing business may be adversely affected which could have an adverse effect on our results of operations and financial condition.

 

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Legal, Regulatory and Compliance Risks Related to Our Business

 

We will continue to rely upon proprietary technology rights, and if we are unable to protect them, our business could be harmed.

 

Our success depends, in part, upon our intellectual property rights. To date, we have relied primarily on a combination of copyright, patent, trade secret, and trademark laws and nondisclosure and other contractual restrictions on copying and distribution to protect our proprietary technology. This protection of our proprietary technology is limited, and our proprietary technology could be used by others without our consent. In addition, patents may not be issued with respect to our pending or future patent applications, and our patents may not be upheld as valid or may not prevent the development of competitive products. Businesses we acquire also often involve intellectual property portfolios, which increase the challenges we face in protecting our strategic advantage. Any disclosure, loss, invalidity of, or failure to protect our intellectual property could negatively impact our competitive position, and ultimately, our business. Our protection of our intellectual property rights in the U.S. or abroad may not be adequate and others, including our competitors, may use our proprietary technology without our consent. Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and could harm our business, financial condition, results of operations, and cash flows.

 

Regulatory developments could negatively impact our business.

 

Because personal, public and non-public information is stored in some of our data repositories, we are vulnerable to government regulation and policy, as well as adverse publicity concerning the use of our data. We provide many types of data and services that already are subject to regulation under the Fair Credit Reporting Act, Gramm-Leach-Bliley Act, Driver’s Privacy Protection Act, the European Union’s General Data Protection Regulation, the Dodd Frank Wall Street Reform and Consumer Protection Act and to a lesser extent, various other federal, state, and local laws and regulations. These laws and regulations are designed to protect the privacy of the public and to prevent the misuse of personal information in the marketplace. However, many consumer advocates, privacy advocates, and government regulators believe that the existing laws and regulations do not adequately protect privacy. They have become increasingly concerned with the use of personal information, particularly social security numbers, department of motor vehicle data and dates of birth. As a result, they are lobbying for further restrictions on the dissemination or commercial use of personal information to the public and private sectors. Similar initiatives are under way in other countries in which we do business or from which we source data. We have implemented various measures to comply with the data privacy and protection principles of the European Union’s General Data Protection Regulation, however, there can be no assurances that such methods will be deemed fully compliant. If we are unable to comply with the data privacy and protection principles adopted pursuant to the General Data Protection Regulation, it will impede our ability to conduct business between the U.S. and the E.U. which could have a material adverse effect on our business, financial position, results of operations or cash flows.

 

The following legal and regulatory developments also could have a material adverse effect on our business, financial position, results of operations or cash flows:

 

 
•

amendment, enactment, interpretation of laws and regulations or implementation of policy which restrict the access and use of personal information and reduce the supply of data available to customers;

 
 
 

 
•
changes in cultural and consumer attitudes to favor further restrictions on information collection and sharing, which may lead to regulations that prevent full utilization of our solutions;

 
 
 

 
•
failure of our solutions or business processes or policies to meet or comply with current and future laws and regulations and their interpretations;

 
 
 

 
•
failure of our solutions or business processes or policies to adapt to changes in the regulatory environment in an efficient, cost-effective manner; and

 
 
 

 
•
potential inquiries or investigations from government officials or others related to our policies and practices governing, among other topics, social issues.

 

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We are subject to antitrust, consumer protection, intellectual property, data privacy, and other litigation, as well as governmental investigations, and may in the future become further subject to such litigation and investigations; an adverse outcome in such litigation or investigations could have a material adverse effect on our financial condition, revenues and profitability.

 

We participate in businesses (particularly insurance-related businesses and services) that are subject to substantial litigation, including antitrust, consumer protection, intellectual property litigation, and data use and privacy. In addition, our insurance specialists are in the business of providing advice on standard contract terms, which if challenged could expose us to substantial reputational harm and possible liability. We are subject to the provisions of a 1995 settlement agreement in an antitrust lawsuit brought by various state Attorneys General and private plaintiffs, which imposes certain constraints with respect to insurer involvement in our governance and business.

 

Our failure to successfully defend or settle any litigation or resolve any governmental investigation, inquiry or examination could result in liability that, to the extent not covered by our insurance, could have a material adverse effect on our financial condition, revenues and profitability. Given the nature of our business, we may be subject to litigation or investigation, inquiry or examination in the future. Even if the direct financial impact of such litigation or investigations is not material, settlements or judgments arising out of such litigation or investigations could include further restrictions on our ability to conduct business, including potentially the elimination of entire lines of business, which could increase our cost of doing business and limit our prospects for future growth. 

 

We could face claims for intellectual property infringement, which if successful could restrict us from using and providing our technologies and solutions to our customers.

 

There has been substantial litigation and other proceedings, particularly in the U.S., regarding patent and other intellectual property rights in the information technology industry. There is a risk that we are infringing, or may in the future infringe, the intellectual property rights of third parties. We have, from time-to-time, been subject to litigation alleging intellectual property infringement. We monitor third-party patents and patent applications that may be relevant to our technologies and solutions and we carry out freedom to operate an analysis where we deem appropriate. However, such monitoring and analysis has not been, and is unlikely in the future to be, comprehensive, and it may not be possible to detect all potentially relevant patents and patent applications. Since the patent application process can take several years to complete, there may be currently pending applications, unknown to us, that may later result in issued patents that cover our products and technologies. As a result, we may infringe existing and future third-party patents of which we are not aware. As we expand our operations there is a higher risk that such activity could infringe the intellectual property rights of third parties.

 

Third-party intellectual property infringement claims and any resultant litigation against us or our technology partners or providers, could subject us to liability for damages, restrict us from using and providing our technologies and solutions or operating our business generally, or require changes to be made to our technologies and solutions. Even if we prevail, litigation is time consuming and expensive to defend and would result in the diversion of management’s time and attention.

 

If a successful claim of infringement is brought against us and we fail to develop non-infringing technologies and solutions or to obtain licenses on a timely and cost-effective basis, this could materially adversely affect our business, reputation, financial condition, operating results, and cash flows.

 

We are subject to extensive procurement laws and regulations, including those that enable the U.S. government to terminate contracts for convenience. Our business and reputation could be adversely affected if we or those we do business with fail to comply with or adapt to existing or new procurement laws and regulations which are constantly evolving.  

 

We and others with which we do business must comply with laws and regulations relating to the award, administration and performance of U.S. government contracts. Government contract laws and regulations as well as policy implementation affect how we do business with our customers and impose certain risks and costs on our business. A violation of these laws and regulations by us, our employees, or others working on our behalf, such as a supplier or a joint venture partner, could harm our reputation and result in the imposition of fines and penalties, the termination of our contracts, suspension or debarment from bidding on or being awarded contracts, loss of our ability to perform services and civil or criminal investigations or proceedings. In addition, costs to comply with new government regulations can increase our costs, reduce our margins, and adversely affect our competitiveness.

 

Government contract laws and regulations can impose terms, obligations or penalties that are different than those typically found in commercial transactions. One of the significant differences is that the U.S. government may terminate any of our government contracts, not only for default based on our performance, but also at its convenience. Contracts with governments are also subject to a number of issues, such as shutdowns, funding changes, policy and other government concerns that may impact the terms or performance of a contract. Generally, prime contractors have a similar right under subcontracts related to government contracts. If a contract is terminated for convenience, we typically would be entitled to receive payments for our allowable costs incurred and the proportionate share of fees or earnings for the work performed. However, to the extent insufficient funds have been appropriated by the U.S. government to a particular program to cover our costs upon a termination for convenience, the U.S. government may assert that it is not required to appropriate additional funding. If a contract is terminated for default, the U.S. government could make claims to reduce the contract value or recover its procurement costs and could assess other special penalties, in some cases in excess of the contract value, exposing us to liability and adversely affecting our ability to compete for future contracts and orders. In addition, the U.S. government could terminate a prime contract under which we are a subcontractor, notwithstanding the fact that our performance and the quality of the products or services we delivered were consistent with our contractual obligations as a subcontractor. Similarly, the U.S. government could indirectly terminate a program or contract by not appropriating funding. The decision to terminate programs or contracts for convenience or default could adversely affect our business and future financial performance. Similarly, a government funding pause, suspension, or shut down could adversely affect our business and future financial performance.

 

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General Risk Factors Related to Our Business

 

Our operations are subject to additional risks inherent in international operations.

 

With operations in 15  countries, we provide servi ces to the insurance industry worldwide, including operations in various developing nations. Both current and future foreign operations could be adversely affected by unfavorable geopolitical developments, including legal and regulatory changes; tax changes; changes in trade policies; changes to visa or immigration policies; regulatory restrictions; government leadership changes; political events and upheaval; sociopolitical instability; social, political or economic instability resulting from climate change; and nationalization of our operations without compensation. Adverse activity in any one country could negatively impact operations, increase our loss exposure under certain of our insurance products, and could, otherwise, have an adverse effect on our business, liquidity, results of operations, and financial condition depending on the magnitude of the events and our net financial exposure at that time in that country.

 

Conducting extensive international operations subjects us to risks that are inherent in international operations, including challenges posed by different pricing environments and different forms of competition; lack of familiarity and burdens of complying with foreign laws, legal standards, regulatory requirements, tariffs and other barriers; unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties, or other trade restrictions; differing technology standards; difficulties in collecting accounts receivable; difficulties in managing and staffing international operations; varying expectations as to employee standards; potentially adverse tax consequences, including possible restrictions on the repatriation of earnings; and reduced or varied protection for intellectual property rights in some countries. In addition, our international operations subject us to obligations associated with anti-corruption laws and regulations, such as the U.K. Bribery Act 2010, the U.S. Foreign Corrupt Practices Act and regulations established by the U.S. Office of Foreign Assets Control. Government agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against companies for violations of export controls, anti-corruption laws or regulations, and other laws, rules, sanctions, embargoes, and regulations. 

 

Moreover, international operations could be interrupted and negatively affected by economic changes, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, and other economic or political uncertainties. All of these risks could result in increased costs or decreased revenues, either of which could have a material adverse effect on our financial condition, results of operations and cash flows.

 

We may fail to attract and retain enough qualified employees to support our operations, which could have an adverse effect on our ability to expand our business and service our customers.

 

Our business relies on large numbers of skilled employees and our success depends on our ability to attract, train and retain a sufficient number of qualified employees. If our attrition rate increases, our operating efficiency and productivity may decrease. We compete for employees not only with other companies in our industry, but also with companies in other industries, such as software services, engineering services and financial services companies, and there is a limited pool of employees who have the skills and training needed to do our work.

 

If our business continues to grow, the number of people we will need to hire will increase. We will also need to increase our hiring if we are not able to maintain our attrition rate through our current recruiting and retention policies. Increased competition for employees could have an adverse effect on our ability to expand our business and service our customers, as well as cause us to incur greater personnel expenses and training costs.

 

Physical and transition risks associated with climate change and its consequences could disrupt operations, threaten the safety of employees, or negatively impact our financial performance.

 

While we seek to be a strategic partner to the global insurance industry in analyzing risks related to climate change and building resilience, we recognize that there are inherent risks wherever business is conducted. Climate-related events and its associated risks including acute physical risk such as heatwave, hurricane/cyclone, inland flooding, and wildfire, and chronic physical risk such as sea level rise and water stress could disrupt our operations and threaten the safety of our employees. Transition risks associated with achieving a lower-carbon global economy encompassing policy and legal risk such as potential costs associated with the introduction of mandatory global carbon pricing and regulatory mandates involving climate-related reporting obligations, technology risk such as the potential increase in costs associated with a mandated transition to low-emissions technologies, market risk such as the potential impacts of a market shift in customer demand toward low-carbon solutions, and reputation risk such as potential impacts on our business from increasing stakeholder expectations related to real or perceived deficiencies associated with our climate leadership, strategy, performance, or disclosures could negatively impact our financial performance.

 

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We have transitioned to a new Enterprise Resource Planning system and our ability to manage our business and monitor results is highly dependent upon information and communication systems. A failure of these systems or the ERP implementation could disrupt our business and results of operations.

 

We are highly dependent upon a variety of internal computer and telecommunication systems to operate our business, including our enterprise resource planning (“ERP”) systems.

 

In order to continue support of our growth, we have made and are continuing to make significant technological upgrades to our information systems. We have substantially completed the implementation of a company-wide, single ERP software system and related processes to perform various functions and improve on the efficiency of our global business. This was and continues to be a lengthy and expensive process that has and will continue to result in a diversion of resources from other operations. Continued execution of the project plan, or a divergence from it, may result in cost overruns, project delays or business interruptions. In addition, divergence from our project plan could impact the timing and/or extent of benefits we expect to achieve from the system and process efficiencies.

 

Any disruptions or deficiencies in the design and/or final implementation of the new ERP system, or in the transition off our legacy systems, particularly any disruptions or deficiencies that impact our operations, could adversely affect our ability to effectively run and manage our business and adversely affect our reputation, competitive position, business, results of operations and financial condition.

 

Risks Related to Our Common Stock

 

If there are substantial sales of our common stock, our stock price could decline.

 

The market price of our common stock could decline as a result of sales of a large number of shares of our common stock in the market, or the perception that these sales could occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem attractive. As of December 31, 2025 , our ten largest shareholders owned 39.3% of our common stock, including 1.8% of our common stock owned by our Employee Stock Ownership Plan or ESOP. Such stockholders are able to sell their common stock in the public market from time to time without registration, and subject to limitations on the timing, amount and method of those sales imposed by securities laws. If any of these stockholders were to sell a large number of their common stock, the market price of our common stock could decline significantly. In addition, the perception in the public markets that sales by them might occur could also adversely affect the market price of our common stock.

 

Pursuant to our equity incentive plans, options to purchase approximately  137,941,888  shares of common stock were outstanding as of February 13, 2026. We filed a registration statement under the Securities Act, which covers the shares available for issuance under our equity incentive plans (including for such outstanding options) as well as shares held for resale by our existing stockholders that were previously issued under our equity incentive plans. Such further issuance and resale of our common stock could cause the price of our common stock to decline.

 

Also, in the future, we may issue our securities in connection with investments and acquisitions. The amount of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then outstanding common stock.

 

Our capital structure, level of indebtedness and the terms of anti-takeover provisions under Delaware law and in our amended and restated certificate of incorporation and bylaws could diminish the value of our common stock and could make a merger, tender offer or proxy contest difficult or could impede an attempt to replace or remove our directors.

 

We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our certificate of incorporation and bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable or make it more difficult for stockholders to replace directors even if stockholders consider it beneficial to do so. Our certificate of incorporation and bylaws:

 

 
•

authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors to increase the number of outstanding shares to thwart a takeover attempt;

 
 
 

 
•

prohibit cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of the stock to elect some directors;

 
 
 

 
•

require that vacancies on the Board of Directors, including newly created directorships, be filled only by a majority vote of directors then in office;

 
 
 

 
•

limit who may call special meetings of stockholders to holders of at least 25% of our common stock;

 
 
 

 
•

prohibit stockholder action by written consent, requiring all stockholder actions to be taken at a meeting of the stockholders; and

 
 
 

 
•

establish advance notice requirements for nominating candidates for election to the Board of Directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

 

In addition, Section 203 of the Delaware General Corporation Law may inhibit potential acquisition bids for us. As a public company, we are subject to Section 203, which regulates corporate acquisitions and limits the ability of a holder of 15% or more of our stock from acquiring the rest of our stock. Under Delaware law, a corporation may opt out of the anti-takeover provisions.

 

These provisions may prevent a stockholder from receiving the benefit from any premium over the market price of our common stock offered by a bidder in a potential takeover. Even in the absence of an attempt to effect a change in management or a takeover attempt, these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future. 

 

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Item 1B.

Unresolved Staff Comments

 

Not Applicable.

 

 

Item 1C. Cybersecurity 

 

We remain steadfast in our commitment to safeguarding the confidentiality, integrity, availability, and responsible use of data. Our rigorous approach to cybersecurity is a comprehensive framework comprising cyber risk governance, risk identification and management, risk prevention and protection, monitoring and detection, and response and recovery planning, which is an integral part of our overall enterprise risk management ("Framework").

 

Cyber risk governance is founded on direction and priorities established by our leadership, supported and overseen by the Board of Directors ("Board"), and deployed through our Framework. The Framework leverages proven standards such as those embedded in the National Institute of Standards and Technology ("NIST") Cybersecurity Framework ("CSF"), which are generally accepted by cybersecurity leaders across industries.

 

The Board oversees our management of cybersecurity, including oversight of appropriate risk mitigation strategies. The Board receives regular reports from executives about our cybersecurity risks, management review processes, overall health and readiness to respond to an incident. The Risk Committee of the Board was established in February 2024 to oversee risk assessment and risk management of the Company in coordination with other relevant Board Committees as appropriate, including but not limited to the policies, procedures and strategic approach to cyber, technology and information security risks. The Risk Committee of the Board also reports material cybersecurity risks to our full Board.
 

The Executive Risk Management Committee ("ERMC"), which includes the top corporate executives, is responsible for providing guidance and enforcing our Framework, including the strategies, policies, procedures, processes, and systems, established by management to identify, assess, measure, monitor, and manage risks. The ERMC also reinforces the corporate risk appetite, determines whether residual risk is acceptable, and confirms materiality of security incidents.

 

The Enterprise Risk Management ("ERM") division of the Company oversees and advises on implementation of the Framework throughout our business units. In doing so, the ERM division aggregates and assesses risk across the enterprise. Coordinating with the ERM division is the Chief Information Security Officer ("CISO"), who leads our Cybersecurity and Information Risk Management functions. The CISO’s functions partner with the business units to help ensure that cybersecurity risk management strategies are implemented and dedicated liaisons from the business units report to the CISO with meaningful cybersecurity risks, threats, incidents and vulnerabilities in accordance with the CISO’s reporting framework. The CISO hosts training and awareness sessions, sponsors working groups across the enterprise on critical security topics and provides centralized cybersecurity incident response. Also within the CISO's function is our third -party risk program, which implements processes to identify cybersecurity risk associated with our third -party providers. Management, including the CISO and our cybersecurity team, provide at least quarterly updates to the Risk Committee on developments in cybersecurity as well as any changes or updates to material cybersecurity risks and mitigation strategies that affect our cybersecurity program.

 

Our business units have dedicated liaisons for risk management activities, who participate in a global security council designed to facilitate implementation of the Framework and associated policies. As custodians and/or processors of our stakeholders’ data, our business units also accept certain compliance responsibilities, including but not limited to, aspects of the General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act ("CCPA"), the Gramm-Leach Bliley Act ("GLBA"), the Health Insurance Portability and Accountability Act ("HIPAA"), the Fair Credit Reporting Act ("FCRA"), and the Payment Card Industry ("PCI") standard, all to the extent applicable. For each of its business units, we seek to actively confirm that its risk management practices fulfill applicable compliance requirements.

 

We have adopted a defense-in-depth strategy with a wide range of measures to secure our technology infrastructure and data as per our Framework. Security measures cover the following key areas as aligned with NIST CSF: risk identification and management, risk prevention and protection, monitoring and detection, and response and recovery planning. Key control functions that comprise the security measures include but are not limited to: risk assessment, asset management, supply chain risk management, identity and access management, customer credentialing, physical security, application and infrastructure security, perimeter and network security, secure development and change management, configuration management, endpoint security, security audit logging and monitoring, security operations center, incident response, business continuity and disaster recovery.

 

Our cybersecurity strategy includes the engagement of strategic providers, consultants and independent assessors to inform us of cyber threats and assess the effectiveness of control design and implementation. Strategic providers include, but are not limited to, a Managed Security Service Provider for our security operations center, as well as service providers that supplement incident response processes related to threat intelligence and dark web monitoring. Independent assessors include, but are not limited to, our Internal Audit Department which provides reports to the Audit Committee, as well as assessors that are engaged directly to perform external audits and penetration tests. Through independent assessors, our commitment to security has earned ISO 27001:2013 Certification for our core ERM centrally provided cybersecurity services, which is an international standard for best practices associated with our Information Security Management System.

 

As discussed more fully under “Item 1A – Risk Factors,” although our processes are designed to help identify, protect, detect, respond to and mitigate potential cybersecurity incidents, cybersecurity threats are rapidly evolving and we may not be able to anticipate, prevent or detect all such attacks and there is no guarantee that a future cybersecurity incident would not materially affect our business strategy, results of operations, or financial condition.

 

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Item 2.

Properties

 

Our headquarters are in Jersey City, New Jersey. As of December 31, 2025, our principal offices consisted of the following properties:

 

Location

 
Square Feet

 
Lease Expiration Date

Jersey City, New Jersey

 
276,443
 
December 31, 2033

Lehi, Utah

 
124,986
 
April 30, 2031

Boston, Massachusetts

 
115,271
 
November 30, 2030

    Hyderabad, India
 
92,442
 
September 30, 2028

London, United Kingdom

 
50,677
 
November 29, 2030

Krakow, Poland

 
31,900
 
June 30, 2028

    

We also lease offices in 11 states in the U.S., and 34 offices outside the U.S. to support our international operations in Australia, Canada, China, Costa Rica, Germany, India, Ireland, Japan, Nepal, Poland, Singapore, Spain, Sweden, and UK.

 

We believe that our properties are in good operating condition and adequately serve our current business operations. We also anticipate that suitable additional or alternative space, including those under lease options, will be available at commercially reasonable terms for future expansion.

 

Item 3.

Legal Proceedings

 

See Note 21 , Commitments and Contingencies, to the consolidated financial statements included in Item 8 Part II of this 10-K for information regarding certain legal proceedings in which we are involved.

 

Item 4.

Mine Safety Disclosures

 

Not Applicable.

 

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PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Verisk trades under the ticker symbol “VRSK” on the NASDAQ Global Select Market. As of February 13, 2026, there were approximately 102 stockholders of record. We believe the number of beneficial owners is substantially greater than the number of record holders because a large portion of common stock is held in “street name” by brokers.

 

On February 19, 2025, April 30, 2025, July 23, 2025, and October 22, 2025, our Board approved a cash dividend of $0.45 per share of common stock issued and outstanding to the holders of record as of March 14, 2025, June 13, 2025, September 15, 2025, and December 15, 2025, respectively. Cash dividends of $251.1 million and $221.3  million were paid during the years ended  December 31, 2025 and 2024 , respectively, and recorded as a reduction to retained earnings. We have a publicly announced share repurchase plan and repurchased a total of 92,798,595 shares since our IPO through December 31, 2025 .  As of December 31, 2025 , we had 405,605,329 shares of treasury stock.

 

Performance Graph

 

The graph below compares the cumulative total stockholder return on $100 invested in our common stock, with the cumulative total return on $100 invested in the S&P 500 index, an aggregate index of our proxy peers used in our Notice of Annual Meeting of Shareholders and Proxy Statement filed with the Securities and Exchange Commission on April 7, 2023 and an aggregate index of our proxy peer used in our Notice of Annual Meeting of Shareholders and Pro xy Statement to be filed within 120 days of December 31, 2025 (the "Proxy Statement"). In the transition year, the table and the graph below include both the prior and the new indices of peer companies. The new peer issuers used for this graph are FactSet Research Systems Inc., Guidewire Software, Inc., Thomson Reuters Corporation, Nasdaq Inc., CoStar Group Inc., Equifax Inc., Fair Isaac Corp., Gartner, Inc., Global Payments, Inc., Clarivate PLC, Intercontinental Exchange, Inc., Jack Henry & Associates Inc., Moody’s Corporation, MSCI Inc., S&P Global, and TransUnion. The prior peer issuers used for this graph are Thomson Reuters Corporation, Nasdaq Inc., CoStar Group Inc., Equifax Inc., Fair Isaac Corp., Gartner, Inc., Global Payments, Inc., Clarivate PLC, Intercontinental Exchange, Inc., Jack Henry & Associates Inc., Moody’s Corporation, MSCI Inc., S&P Global, and TransUnion.

 

COMPARISON OF CUMULATIVE TOTAL RETURN

Assumes $100 Invested on December 31, 2020

Assumes Dividend Reinvested

Fiscal Year Ended December 31, 2025

 

 

 

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Recent Sales of Unregistered Securities

 

We had no unregistered sales of equity securities during 2025.

 

Issuer Purchases of Equity Securities

 

Under t he share repurchase program ("Repurchase Program"), we may repurchase stock in the market or as otherwise determined by us. These authorizations have no expiration dates and may be suspended or terminated at any time. On February 19, 2025, our Board of Directors approved an additional share repurchase authorization of up to $1.0 billion.  As of December 31, 2025 , after giving effect to share repurchases made under both current and prior authorizations, we had $967.5 million a vailable to re purchase shares. O ur share repurchases for the quarter ended December 31, 2025 are set forth below:

 

Period

 
Total Number of Shares Purchased

 
 
 
Average Price Paid per Share

 
 
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in millions)

 

October 1, 2025 through October 31, 2025

 
 
—
 
 
 
$
—
 
 
 
 
—
 
 
$
1,191.5
 

November 1, 2025 through November 30, 2025

 
 
463,920
 
 
 
$
218.10
 
 
 
 
463,920
 
 
$
1,090.3
 

December 1, 2025 through December 31, 2025

 
 
558,704
 
 
 
$
219.72
 
 
 
 
558,704
 
 
$
967.5
 

 
 
 
1,022,624
 
(1)

 
$
218.99
 
(1)

 
 
1,022,624
 
 
 
 
 

_______________

( 1)   In fourth quarter 2025, we repurchased $223.8 million of our common stock through an enhanced open market repurchase program, and received 1,022,624 shares at an average price per share of $218.99

(2 )  Subsequent to December 31, 2025, o ur Board of Directors also approved an increase to the share repurchase authorization to $2.5 billion in total, inclusive of the remaining authorization amount.

 

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Item 6.

[Reserved]

 

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our historical financial statements and the related notes included elsewhere in this annual report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in or implied by any of the forward-looking statements as a result of various factors, including but not limited to those listed under “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable federal securities law. This discussion includes a comparison of our results of operations, liquidity and capital resources, financing and financing capacity and cash flow for the years ended December 31, 2025, 2024, and 2023 .

    

We are a leading data analytics provider serving clients in the insurance markets. Using advanced technologies to collect and analyze billions of records, we draw on unique data assets and deep domain expertise to provide innovations that may be integrated into client workflows. We offer predictive analytics and decision support solutions to clients in rating, underwriting, claims, catastrophe and weather risk, global risk analytics, and many other fields. In the U.S., and around the world, we help clients protect people, property, and financial assets. Refer to Item 1 . Business for further discussion.

 

Our clients use our solutions to make better decisions about risk and opportunities with greater efficiency and discipline. We refer to these products and services as “solutions” due to the integration among our services and the flexibility that enables our clients to purchase components or the comprehensive package. These solutions take various forms, including data, statistical models, or tailored analytics, all designed to allow our clients to make more logical decisions. We believe our solutions for analyzing risk positively impact our clients’ revenues and help them better manage their costs.

 

Executive Summary

 

Key Performance Metrics

 

Revenue growth . We use year-over-year revenue growth as a key performance metric. We assess revenue growth based on our ability to generate increased revenue through increased sales to existing customers, sales to new customers, sales of new or expanded solutions to existing and new customers, and strategic acquisitions of new businesses.

 

EBITDA. We use year-over-year EBITDA growth as a key performance metric. 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 of 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: 

 

• EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments.

 

• EBITDA does not reflect changes in, or cash requirements for, our working capital needs.

 

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future and EBITDA does not reflect any cash requirements for such replacements.

 

• Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

 

EBITDA growth . We use EBITDA growth as a measure of our ability to balance the size of revenue growth with cost management and investing for future growth. EBITDA growth allows for greater transparency regarding our operating performance and facilitate period-to-period comparison.

 

EBITDA margin. We use EBITDA margin as a measure to assess performance and scalability of our business. We assess EBITDA margin based on our ability to increase revenues while controlling expense growth.

 

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Revenues

 

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 to five years 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. Approximately 83% and 81% of our consolidated revenues for the years ended December 31, 2025 and 2024 , respectively, were derived from hosted subscriptions through agreements for our solutions.

 

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 P&C 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 the years ended December 31, 2025 and 2024 , approximately 17% and 19% of our consolidated revenues, respectively, were derived from providing transactional and advisory/consulting solutions.

 

Principal Operating Costs and Expenses

 

Personnel expenses are a major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses, which represented approximately 55% and 56% of our total operating expenses for each of the years ended December 31, 2025 and 2024 , respectively, include salaries, benefits, incentive compensation, equity compensation costs , sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.

 

We assign personnel expenses between two categories, cost of revenues and selling, general and administrative costs, based on the actual costs associated with each employee. We categorize employees who maintain our solutions as cost of revenues, and all other personnel, including executive managers, salespeople, marketing, business development, finance, legal, human resources, and administrative services, as selling, general and administrative expenses. A significant portion of our other operating costs, such as facilities and communications, are either captured within cost of revenues or selling, general and administrative expense based on the nature of the work being performed.

 

While we expect to grow our headcount over time to take advantage of our market opportunities, we believe that the economies of scale in our operating model will allow us to grow our personnel expenses at a lower rate than revenues. Historically, our EBITDA margin has improved because we have been able to increase revenues without a proportionate corresponding increase in expenses. However, part of our corporate strategy is to invest in new solutions and new businesses, which may offset margin expansion.

 

Cost of Revenues. Our cost of revenues consists primarily of personnel expenses. Cost of revenues also includes the expenses associated with the acquisition and verification of data, the maintenance of our existing solutions, and the development and enhancement of our next-generation solutions. Our cost of revenues excludes depreciation and amortization.

 

Selling, General and Administrative Expense. Our selling, general and administrative expense also consists primarily of personnel costs. A portion of the other operating costs such as facilities, insurance, and communications are allocated to selling, general and administrative costs based on the nature of the work being performed by the employee. Our selling, general and administrative expenses exclude depreciation and amortization.

 

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Trends Affecting Our Business

 

U.S. P&C Insurance Industry Premium Growth

 

A significant change in the profitability of P&C insurers could affect the demand for our solutions. The keys to profitability for insurers include premium growth, increasing investment income, and disciplined and accurate underwriting of risks. Per AM Best, growth of direct written premiums for P&C insurers in the U.S. has exhibited cyclical patterns, with total industry premium growth declining from a peak of 14.8% in 2002 to a trough of (3.1)% in 2009 and subsequently recovering to 5.1% in 2019. In 2020, industry premium growth declined to 2.3% due to the impact of the pandemic. Direct premium growth accelerated to 9.5% in 2021, 9.7% in 2022, and further increased to 10.4% in 2023, indicating a continued recovery from the pandemic. Based on the most recent results available, direct written premiums slowed to 9.6% growth in 2024 and 5.1% growth rate through the first nine-months of 2025.

 

Macroeconomic factors influence demand for insurance products and Insurer profitability

 

In 2025, inflation remained above pre-pandemic levels, although it was lower than a year earlier. Annual Consumer Price Index growth was 2.7% in December 2025, remaining above the Federal Reserve's target of 2%. In response to persistent, though gradually easing, inflation and a shifting economic outlook, the Federal Reserve continued its monetary policy in December and implemented an additional rate cut that lowered the federal funds rate to a target range of 3.50–3.75%. Reductions in interest rates can lead to increased consumer spending and investment, resulting in higher demand for insurance products as individuals and businesses seek to protect their assets. In such cases, comprehensive data analysis and risk assessment support can help insurers significantly improve their operations by enabling more accurate calculations and providing a broad, systemic view of the market.

 

While progress has been made towards actuarially sound pricing, carriers are still working to improve loss ratios and profitability in the face of rising inflation. Until premium pricing adjustments are fully implemented, and profitability improves, some carriers are not yet spending as much as they have in the past to drive new policy volume, which could have a short-term impact on demand and volume for our underwriting solutions.

 

Based on the first nine months of 2025, insurers’ expected annualized yield on investments (not attributable to cash transfers from outside the P&C industry) was 4.0%, up from the 3.6% yield at year-end 2024 despite still moderately high interest rates in 2025 (compared to the pre-pandemic period). These recent investment results are higher than the historical 15-year average of 3.3%, showing that yields on investments, a major component of insurers’ balance sheets, are beginning to follow the trend in interest rates.