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10-K – 2026-02-18 – vrsk20251231_10k.htm
Trends in Catastrophe and non-Catastrophe Losses
The trend of high catastrophe losses for insurers that began in 2020 continued in 2025. Insurance losses in those six years were more than double those of the prior six years ($483.1 billion for 2020-2025 compared to $235.1 billion for 2014-2019 - however, the amounts for recent years are preliminary and subject to change based on claims that have not yet been settled.). According to our Property Claim Services data, the last six years have also had the highest number of catastrophes since 2014, ranging from a low of 62 in 2025 to a high of 74 that was reached in both 2023 and 2024. However, some of these high counts may be driven by losses that are likely exceeding the catastrophe threshold due to the impact of inflation.
Although the hurricane season in 2025 was relatively mild, the year began with devastating wildfires in California, causing damages estimated at $38 billion and ranking as the most expensive year for wildfire events in U.S. history. In contrast, 2024 included the second most expensive Atlantic hurricane season on record, surpassed only by the losses experienced during the 2017 hurricane season.
These trends in catastrophe and non-catastrophe losses (such as from weather, climate, casualty, terrorism, pandemics, and tsunamis) can influence our customers’ profitability, and therefore their appetite for buying analytics to help them manage their risks. Any increase or decrease in frequency or severity of these events over time could lead to an increased or decreased demand for our catastrophe modeling, catastrophe loss information, and repair cost solutions. Likewise, any structural changes in the reinsurance and related brokerage industry from alternative capital or newer technologies could affect demand for our products. A portion of our revenue is also related to the number of claims processed due to losses, which can be impacted by seasonal storm or wildfire activity. The need by our customers to fight insurance fraud - both in claims and at policy inception - could also lead to increased demand for our underwriting and claims solutions.
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Description of Acquisitions
We have acquired 6 businesses since January 1, 2023. These acquisitions affect the comparability of our consolidated results of operations between periods. See a description of our 2025 acquisitions below and Note 10 . Acquisitions to our consolidated financial statements included in this annual report on Form 10-K for further discussions.
On July 17, 2025, we completed the acquisition of SuranceBay, LLC ("SuranceBay"), a leading provider of producer licensing, onboarding, appointment and compliance solutions for the life and annuity industry for $163.1 million in cash, of which $2.7 million represents indemnity escrows. This acquisition underscores our commitment to streamlining and automating the process of buying and selling insurance, and to supporting a robust life and annuity ecosystem with solutions that enhance workflows among carriers, general agencies, insurance agencies and consumers.
On April 2, 2025, we completed the acquisition of 100 percent of the stock of Nasdaq subsidiary Simplitium Limited ("Simplitium") for a cash purchase price of $19.7 million. The acquisition will provide Verisk clients with access to over 300 third-party models, providing unique, niche views of risk across the globe. The acquisition furthers our expansion in Europe and our goal of helping insurers and claims service providers leverage more holistic data and technology tools to enhance the claims experience.
Description of Dispositions
On December 31, 2025, we sold our Verisk Marketing Solutions business to ActiveProspect, backed by Five Elms Capital Management, LLC, for a net cash sale price of $80.0 million. The Verisk Marketing Solutions business provides leading marketing solutions for customers in both insurance and non-insurance industries. The sale resulted in a loss of $18.4 million that was included within "Loss on sale of assets, net" in the accompanying consolidated statements of operations for the year ended December 31, 2025. Refer to Note 11 . Dispositions and Discontinued Operations for further discussion.
Description of Discontinued Operations
See a description of our 2023 disposition below and within Note 11 . Dispositions and Discontinued Operations to our consolidated financial statements included in this annual report on Form 10-K for further discussions.
On February 1, 2023, we completed the sale of our Energy business to Planet Jersey Buyer Ltd, an entity that was formed on behalf of, and is controlled by, The Veritas Capital Fund VIII, L.P. and its affiliated funds and entities (“Veritas Capital”), for a net cash sale price of $3,066.4 million paid at closing (reflecting a base purchase price of $3,100.0 million, subject to customary purchase price adjustments for, among other things, the cash, working capital, and indebtedness of the companies as of the closing) and up to $200.0 million of additional contingent cash consideration based on Veritas Capital’s future return on its investment paid through a Class C Partnership interest. We recognized a loss of $131.1 million on the sale in 2023.
The Energy business, which was part of our Energy and Specialized Markets segment, was classified as discontinued operations per ASC 205-20 as we determined, qualitatively and quantitatively, that this transaction represented a strategic shift that had a major effect on our operations and financial results. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations for all periods presented.
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Consolidated Results of Continuing Operations
Revenues
Revenues were $3,072.7 million for the year ended December 31, 2025 compared to $2,881.7 million for the year ended December 31, 2024 , an increase of $191.0 million or 6.6% . Our underwriting revenue increased $155.6 million or 7.7%. Our claims revenue increased $35.4 million or 4.1%.
Our revenue by category for the periods presented is set forth below:
2025
2024
Percentage change
Percentage change excluding recent acquisitions and disposition
(in millions)
Underwriting
$
2,179.9
$
2,024.3
7.7
%
8.1
%
Claims
892.8
857.4
4.1
%
4.1
%
Total Insurance
$
3,072.7
$
2,881.7
6.6
%
6.9
%
Our recent acquisitions (Simplitium and SuranceBay within the underwriting category of the Insurance segment, and Rocket within the claims category of the Insurance segment) and dispositions (Atmospheric and Environmental Research ("AER") and Verisk Marketing Solutions w ithin the underwriting category of our Insurance segment) resulted in a net decrease in revenue of $4.9 million, while the remaining Insurance revenues increased $195.9 million or 6.9%. Excluding recent acquisitions and dispositions, our underwriting revenue increased $160.7 million or 8.1%, primarily due to an annual increase in prices derived from continued enhancements to the models and content of the solutions within our forms, rules and loss cost services, as well as selling expanded solutions to new and existing customers within catastrophe and risk solutions, specialty business solutions, and life solutions. Excluding recent acquisitions and dispositions, our claims revenue increased $35.2 million or 4.1%, pr imarily due to growth in anti-fraud, property estimating, and casualty solutions.
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Cost of Revenues
Cost of revenues was $925.5 million for the year ended December 31, 2025 compared to $901.1 million for the year ended December 31, 2024 , an increas e of $24.4 million or 2.7% . Our recent acquisitions and dispositions accounted for a net decrease of $8.3 million in cost of revenues. The remaining cost of revenues increase of $32.7 million or 3.7% was primarily due to increases in salaries and employee benefits of $ 21.3 million, information technology expense of $12.8 million, bad debt expense of $4.9 million, professional consulting fees of $1.1 million, rent expense of $0.2 million, and other operating costs of $0.1 million, partially offset by decreases in data costs of $5.4 million, office expense of $1.6 million, and insurance expense of $0.7 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SGA") w ere $458.2 m illion for the year ended December 31, 2025 compared to $408.7 million for the year ended December 31, 2024 , an increase of $49.5 million or 12.1% . Our recent acquisitions and dispositions accounted for an increase of $17.4 million in SGA primarily due to related transaction and legal expenses. The remaining increase of $32.1 million or 8.0% was primarily due to salaries and employee benefits of $19.9 million, commissions expense of $7.6 million, information technology expense of $4.9 million, professional consulting fees of $4.6 million, and travel expense of $2.0 million, partially offset by a reduction in net losses on the disposal of fixed assets of $4.3 million, decreases in insurance expense of $2.1 million, rent expense of $0.3 million, and other operating costs of $0.2 million.
Depreciation and Amortization of Fixed Assets
Depreciation and amortization of fixed assets was $259.2 million for the year ended December 31, 2025 compared to $233.6 million for the year ended December 31, 2024 , an increase of $25.6 million or 11.0% . The increase was primarily due to the timing of certain large internally developed software projects that were completed and placed into service in the prior year .
Amortization of Intangible Assets
Amortization of intangible assets was $67.5 million for the year ended December 31, 2025 compared to $72.3 million for the year ended December 31, 2024 , a decrease of $4.8 million or 6.6% . The decrease was primarily due to intangible assets that were fully amortized in 2024, partially offset by an increase due to our recent acquisitions of $ 4.6 million.
Loss on Sale of Assets, Net
Loss on sale of assets, net was $18.4 million for the year ended December 31, 2025 compared to $12.1 million for the year ended December 31, 2024 . The loss in the current year was primarily driven by the loss incurred on the sale of our Verisk Marketing Solutions business.
Net (loss) gain on Early Extinguishment of Debt
Net (loss) gain on early extinguishment of debt was a loss $15.0 million for the year ended December 31, 2025 due to the redemption premium accrual associated with the termination of the 2030 Senior Notes, 2036 Senior Notes, and Term Loan Facility, compared to a gain of $3.6 million for the year ended December 31, 2024 due to a cash tender offer of $400.0 million aggregate principal of our 2025 Senior Notes that was completed on June 7, 2024.
Investment Income and Others, Net
Investment income and others, net was $13.3 million for the year ended December 31, 2025 compared to $95.7 million for the year ended December 31, 2024 . The decrease was primarily driven by net gains recognized in the prior year related to the settlement of retained interests from the sales of our healthcare business in 2016 and specialized markets business in 2022, partially offset by foreign currency effects associated with transactions conducted in the normal course of business.
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Interest Expense, Net
Interest expense, net was $170.9 million for the year ended December 31, 2025 compared to $124.6 million for the year ended December 31, 2024 , an increase of $46.3 million or 37.2% . The increase was primarily driven by higher interest expense resulting from the issuance of our 2030, 2035, and 2036 Senior Notes in 2025, as well as the $18.9 million amortization in 2025 of the deferred issuance costs associated with the special redemption clause contained within the 2030 Senior Notes and 2036 Senior Notes. These impacts were partially offset by lower interest expense resulting from the repayment of our 2025 Senior Notes in the second quarter of 2025 and higher interest income, in 2025.
Provision for Income Taxes
The provision for income taxes was $263.0 million for the year ended December 31, 2025 compared to $277.9 million for the year ended December 31, 2024 . The effective tax rate was 22.5 % for the year ended December 31, 2025 compared to 22.6 % for the year ended December 31, 2024 . The decrease in the effective tax rate in 2025 compared to 2024 was primarily due to tax benefits recorded in connection with the sale of our Verisk Marketing Solutions business, offset by lower tax benefits from equity compensation in the current year compared with the prior year.
Net Income Margin
The net income margin for our consolidated results was 29.6% for the year ended December 31, 2025 compared to 33.2% for the year ended December 31, 2024 . The decrease in net income margin was primarily driven by net gains realized in the prior year associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, a net gain on the early extinguishment of debt in the prior year, the amortization of deferred issuance costs and original issuance discounts and redemption premium accrual in 2025 associated with the termination of the 2030 Senior Notes, 2036 Senior Notes, and Term Loan Facility, partially offset by a lower tax provision, and the impact of foreign currencies associated with transactions in the normal course of business.
EBITDA Margin [1]
EBITDA was $1,668.9 million for the year ended December 31, 2025 compared to $1,659.1 million for the year ended December 31, 2024 . The EBITDA margin for our consolidated results was 54.3 % for the year ended December 31, 2025 compared to 57.6 % for the year ended December 31, 2024 . The decrease in EBITDA margin was primarily driven by net gains realized in the prior year associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, a net gain on the early extinguishment of debt in the prior year, and the accrual in 2025 of the redemption premium related to the termination of the 2030 Senior Notes and 2036 Senior Notes, and Term Loan Facility, partially offset by the impact of foreign currencies associated with transactions in the normal course of business.
[1] Note: Consolidated EBITDA margin, a non-GAAP measure, is calculated as a percentage of consolidated revenue. A reconciliation from net income to EBITDA is in the table below:
Year Ended December 31,
2025
2024
Net income
$
908.3
$
957.5
Less: Gain from discontinued operations, net of tax benefit of $0.0 and $6.8, respectively
—
6.8
Income from continuing operations
908.3
950.7
Depreciation and amortization of fixed assets
259.2
233.6
Amortization of intangible assets
67.5
72.3
Interest expense, net
170.9
124.6
Provision for income taxes
263.0
277.9
EBITDA
1,668.9
1,659.1
Revenue
$
3,072.7
$
2,881.7
EBITDA margin
54.3
%
57.6
%
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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Consolidated Results of Continuing Operations
Revenues
Revenues we re $2,881.7 million for the year ended December 31, 2024 compared to $2,681.4 million for the year ended December 31, 2023 , an increase of $200.3 million or 7.5% . Our underwriting revenue increased $131.6 million or 7.0%. Our claims revenue increased $68.7 million or 8.7%.
Our revenue by category for the periods presented is set forth below:
2024
2023
Percentage change
Percentage change excluding recent acquisitions, businesses held for sale and disposition
(in millions)
Underwriting
$
2,024.3
$
1,892.7
7.0
%
7.0
%
Claims
857.4
788.7
8.7
%
7.8
%
Total Insurance
$
2,881.7
$
2,681.4
7.5
%
7.2
%
Our recent acquisitions (Morning Data within the underwriting category of our Insurance segment; Rocket, Mavera and Krug within the claims category of the Insurance segment) and dispositions (AER) within the underwriting category of our Insurance segment) contributed net revenues of $7.4 million, while the remaining Insurance revenues increased $192.9 million or 7.2%. Our underwriting revenue increased $131.9 million or 7.0%, primarily due to an annual increase in prices derived from continued enhancements to the models and content of the solutions within our forms, rules and loss cost services, as well as selling expanded solutions to new and existing customers within extreme event solutions, underwriting data and analytic solutions, and specialty business solutions. Our claims revenue increased $61.0 million or 7.8%, primarily due to growth in anti-fraud solutions and property estimating solutions.
Cost of Revenue
Cost of rev enues was $901.1 million for the year ended December 31, 2024 compared to $876.5 million for the year ended December 31, 2023 , an increase of $24.6 million or 2.8%. Our recent acquisitions and dispositions accounted for an increase of $6.1 million in cost of revenues, which was primarily related to salaries and employee benefits. The remaining cost of revenues increase of $18.5 million or 2.1% was primarily due to increases in salaries and employee benefits of $8.3 million, information technology expense of $6.9 million, data costs of $6.3 million, bad debt expense of $5.6 million, and fees and membership costs of $0.7 million, partially offset by a decrease in rent expense of $3.3 million, a decrease of $2.2 million on the disposal of fixed assets, $1.5 million gain primarily related to our Jersey City lease modification, decreases in office expense of $0.8 million, insurance expense of $0.7 million, professional consulting fees of $0.5 million, and other operating costs of $0.3 million.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SGA") were $408.7 million for the year ended December 31, 2024 compared to $391.8 million for the year ended December 31, 2023 , an increase of $16.9 million or 4.3%. Our recent acquisitions and dispositions accounted for an increase of $22.7 million in SGA. This increase was primarily due to an acquisition-related earn-out credit of $20.0 million in the prior year that did not recur in the current period. The offsetting decrease of $5.8 million or 1.4% was primarily due to a prior year litigation reserve expense of $38.2 million related to our former Financial Services segment, decreases in fees and membership costs of $3.2 million, bad debt expense of $1.1 million, and other operating costs of $1.2 million, partially offset by an increase in professional consulting fees of $15.8 million, salaries and employee benefits of $12.3 million, a $6.5 million loss on the disposal of assets primarily due to a write-off of leasehold improvements related to our lease modification, increases in insurance expense of $2.0 million, and information technology expense of $1.3 million.
Depreciation and Amortization of Fixed Assets
Depreciation and amortization of fixed assets was $233.6 million for the year ended December 31, 2024 compared to $206.8 million for the year ended December 31, 2023 , an increase of $26.8 million or 13.0%. The increase was primarily due to the timing of certain large internally developed software projects that were completed and placed into service in the prior year, partially offset by a decrease due to our recent disposition of $0.3 million.
Amortization of Intangible Assets
Amortization of intangible assets w as $72.3 million for the year ended December 31, 2024 compared to $74.6 million for the year ended December 31, 2023 , a decrease of $2.3 million or 3.1%. The decrease was primarily due to intangible assets that were fully amortized, partially offset by an increase due to our recent acquisition of $0.3 million.
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Other Operating loss (income)
Other operating loss (income) was $12.1 million for the year ended December 31, 2024 compared to $0.0 million for the year ended December 31, 2023 . The loss in the current year was driven by the sale of AER.
Net gain on Early Extinguishment of Debt
Net gain on early extinguishment of debt was $3.6 million for the year ended December 31, 2024 due to a cash tender offer of $400.0 million aggregate principal of our 2025 Senior Notes that was completed on June 7, 2024.
Investment Income (Loss) and Others, Net
Investment income (loss) and others, net was a gain of $95.7 million for the year ended December 31, 2024 compared to a loss of $11.0 million f or the year ended December 31, 2023. The increase was primarily driven by net gains associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, partially offset by the impact of foreign currencies.
Interest Expense, net
Interest expense was $124.6 million for the year ended December 31, 2024 compared to $115.5 million for the year ended December 31, 2023 , an increase of $9.1 million or 7.9%. The increase in interest expense was primarily related to the issuance of our 2034 Senior Notes, offset by the cash tender that was completed on June 7, 2024.
Provision for Income Taxes
The provision for income taxes was $277.9 million for the year ended December 31, 2024 compared to $258.8 million for the year ended December 31, 2023 . The effective tax rate was 22.6% for the year ended December 31, 2024 compared to 25.2% for the year ended December 31, 2023. The decrease in the effective tax rate in 2024 compared to 2023 was primarily due to tax charges incurred in structuring the sale of our Energy business in the prior year, as well as additional tax benefits recorded for capital losses that we were able to recognize due to capital gains arising from the settlement of our investments in non-public companies in the current year.
Net Income Margin
The net income margin for our consolidated results was 33.2% for the year ended December 31, 2024 compared to 22.9% for the year ended December 31, 2023 . The increase in net income margin was primarily driven by net gains associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, the early extinguishment of debt, discussed above, and a prior year litigation reserve expense related to our former Financial Services segment, partially offset by the loss recognized on the sale of AER. The net income margin for December 31, 2023 included a loss from discontinued operations of $154.0 million, which negatively impacted our net income margin by 5.7%.
EBITDA Margin [1]
EBITDA was $1,659.1 million for the year ended December 31, 2024 compared to $1,424.1 million for the year ended December 31, 2023. The EBITDA margin for our consolidated results was 57.6% for the year ended December 31, 2024 compared to 53.1% for the year ended December 31, 2023. The increase was primarily driven by strong revenue growth and cost discipline, a prior year litigation reserve expense related to our former Financial Services segment, and net gains associated with the prior sales of our healthcare business in 2016 and our specialized markets business in 2022.
[1] Note: Consolidated EBITDA margin, a non-GAAP measure, is calculated as a percentage of consolidated revenue. A reconciliation from net income to EBITDA is in the table below:
Year Ended December 31,
2024
2023
Net income
$
957.5
$
614.4
Less: Gain (loss) from discontinued operations, net of tax benefit (expense) of $6.8 and $(12.6), respectively
6.8
(154.0
)
Income from continuing operations
950.7
768.4
Depreciation and amortization of fixed assets
233.6
206.8
Amortization of intangible assets
72.3
74.6
Interest expense, net
124.6
115.5
Provision for income taxes
277.9
258.8
EBITDA
1,659.1
1,424.1
Revenue
$
2,881.7
$
2,681.4
EBITDA margin
57.6
%
53.1
%
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Quarterly Results of Operations
The following tables set forth our quarterly unaudited consolidated statement of operations data for each of the eight quarters in the period ended December 31, 2025. In management's opinion, the quarterly data has been prepared on the same basis as the audited consolidated financial statements and includes all adjustments necessary to fairly state the periods presented.
March 31,
June 30,
September 30,
December 31,
2025
(in millions, except for per share data)
Statement of operations data:
Revenues
$
753.0
$
772.6
$
768.3
$
778.8
Cost of revenue
230.8
229.5
229.5
235.7
Operating income
330.1
354.3
345.9
313.6
Net income attributable to Verisk
232.3
253.3
225.5
197.2
Basic earnings per share:
Net income attributable to Verisk
$
1.66
$
1.81
$
1.62
$
1.42
Diluted earnings per share:
Net income attributable to Verisk
$
1.65
$
1.81
$
1.61
$
1.42
March 31,
June 30,
September 30,
December 31,
2024
(in millions, except for per share data)
Statement of operations data:
Revenues
$
704.0
$
716.8
$
725.3
$
735.6
Cost of revenue
227.8
219.4
223.4
230.5
Operating income
307.4
318.7
311.5
316.3
Income from continuing operations
219.4
307.8
220.0
203.5
Net income attributable to Verisk
219.6
308.1
220.1
210.4
Basic earnings per share:
Income from continuing operations
$
1.53
$
2.16
$
1.55
$
1.45
Net income attributable to Verisk
$
1.53
$
2.16
$
1.55
$
1.50
Diluted earnings per share:
Income from continuing operations
$
1.52
$
2.15
$
1.54
$
1.44
Net income attributable to Verisk
$
1.52
$
2.15
$
1.54
$
1.49
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Liquidity and Capital Resources
As of December 31, 2025 and 2024 , we had cash and cash equivalents and available-for-sale securities totaling $2,178.9 million and $292.5 million, respectively. We maintain our cash and cash equivalents in higher credit quality financial institutions in order to limit the amount of credit exposure. As of December 31, 2025 and December 31, 2024 , a vast majority of our domestic cash and cash equivalents is with TD Bank, N.A., and JPMorgan Chase N.A. Subscriptions for our solutions are billed and generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year. Subscriptions are automatically renewed at the beginning of each calendar year. We have historically generated significant cash flows from operations. As a result of this factor, as well as the availability of funds under our Syndicated Revolving Credit Facility, we expect that we will have sufficient cash to meet our working capital and capital expenditure needs and to fuel our future growth plans.
We have historically managed the business with a working capital deficit due to the fact that, as described above, we offer our solutions and services primarily through annual subscriptions or long-term contracts, which are generally prepaid quarterly or annually in advance of the services being rendered. When cash is received for prepayment of invoices, we record an asset (cash and cash equivalents) on our balance sheet with the offset recorded as a liability (deferred revenues). This current liability is deferred revenue that does not require a direct cash outflow since our customers have prepaid and are obligated to purchase the services. In most businesses, growth in revenue typically leads to an increase in the accounts receivable balance causing a use of cash as a company grows. Unlike these businesses, our cash position is favorably affected by revenue growth, which results in a source of cash due to our customers prepaying for most of our services.
Our capital expenditures for the years ended December 31, 2025, 2024, and 2023 were $244.1 million, $223.9 million, and $230.0 million, respectively. Expenditures related to developing and enhancing our solutions are predominately related to internal-use software and are capitalized in accordance with ASC 350-40, Internal-use Software ("ASC 350-40").
We have historically used a portion of our cash for repurchases of our common stock from our stockholders. For the years ended December 31, 2025, 2024, and 2023 , we repurchased $624.0 million, $1,005.0 million, and $2,762.3 million, respectively, of our common stock. For the years ended December 31, 2025, 2024, and 2023 , we also paid dividends of $251.1 million, $221.3 million, and $196.8 million, respectively.
Financing and Financing Capacity
We had total deb t, excluding finance lease obligations, unamortized discounts and premium, and debt issuance costs, of $4,750.0 million and $3,050.0 million at December 31, 2025 and 2024 , respectively. The debt at December 31, 2025 primarily consists of senior notes issued in 2025, 2024, 2023, 2020, 2019, and 2015. Interest on the senior notes is payable semi-annually each year. The unamortized discount and debt issuance costs were recorded as "Long-term debt" in the accompanying consolidated balance sheets, and will be amortized to "Interest expense, net" in the accompanying consolidated statements of operations within this Form 10-K over the life of the respective senior note. The indenture governing the senior notes restricts our ability to, among other things, create certain liens, enter into sale/leaseback transactions, and consolidate with, sell, lease, convey, or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity. We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases or exchanges of our outstanding notes, depending on various factors, such as market conditions. Any such repurchases may be effected through privately negotiated transactions, market transactions, tender offers, redemptions or otherwise. See Note 15 . Debt for additional information on our financing activities.
We had a syndicated revolving credit facility ("Syndicated Revolving Credit Facility") with a borrowing capacity of $1,000.0 million with Bank of America N.A., HSBC Bank USA, N.A., JP Morgan Chase Bank, N.A., Wells Fargo Bank, National Association, Citibank, N.A., Morgan Stanley Bank, N.A., TD Bank, N.A., Goldman Sachs Bank USA, and the Northern Trust Company with a maturity date of April 5, 2028. On August 15, 2025, we entered into the Third Amended and Restated Credit Agreement (the "Amendment and Restatement") which amended and restated the Syndicated Revolving Credit Facility. The Amendment and Restatement increased our borrowing capacity to $1,250.0 million and extended the maturity date of the Syndicated Revolving Credit Facility to August 15, 2030. Interest on borrowings under the Amendment and Restatement is payable at an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. A commitment fee on any unused commitment is payable periodically and may range from 8.0 to 17.5 basis points based upon our public debt rating. The Syndicated Revolving Credit Facility, as amended and restated by the Amendment and Restatement, also contains certain financial and other covenants that, among other things, impose certain restrictions on indebtedness, liens, dispositions, fundamental changes, and use of proceeds. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest coverage ratio of at least 3.00 to 1.00, we have a consolidated funded debt leverage ratio of no more than 3.75 to 1.00. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to 1.00 (no more than once) and to 4.25 to 1.00 (no more than once) in connection with the closing of a permitted acquisition. The Syndicated Revolving Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the share repurchase program (the "Repurchase Program"). In connection with the Amendment and Restatement, we incurred additional debt issuance costs of $1.0 million, which will be amortized to 'Interest expense' within the accompanying consolidated statements of operations over the remaining life of the Syndicated Revolving Credit Facility. As of December 31, 2025 , we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. As of December 31, 2025 and 2024 , the available capacity under the Syndicated Revolving Credit Facility was $1,245.4 million and $995.4 million, which takes into account outstanding letters of credit of $4.6 million, respectively.
On August 15, 2025, we also entered into a $750.0 million Term Credit Agreement (the "Term Loan Facility") with Bank of America N.A. The Term Loan Facility had a maturity date of August 15, 2028 and carried an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. The Term Loan Facility also contained certain financial and other covenants that, among other things, imposed certain restrictions on indebtedness, liens, dispositions, fundamental changes, and use of proceeds. The financial covenants required that, we have a consolidated interest rate coverage ratio of at least 3.00 to 1.00, and a consolidated funded debt leverage ratio of no more than 3.75 to 1.00. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to 1.00 (no more than once) and to 4.25 to 1.00 (no more than once) in connection with the closing of a permitted acquisition. In connection with the Term Loan Facility, we incurred additional debt issuance costs of $5.8 million, which was amortized to "Interest expense, net" within the accompanying consolidated statements of operations over the remaining life of the Term Loan Facility. Pursuant to the terms of the Term Credit Agreement, the Term Loan Facility included a termination or reduction of commitments provision pursuant to which the lenders' commitments were subject to automatic termination upon the occurrence of the commitment termination date, which occurred on December 26, 2025 upon the termination of the acquisition agreement for the AccuLynx acquisition in accordance with its terms and, as a result, the commitment of each lender automatically terminated on such date, and the Term Loan Facility was terminated in full on December 26, 2025. Refer to Note 15. Debt for more information.
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Cash Flow
The following table summarizes our cash flow data for the years ended December 31:
2025
2024
2023
(in millions)
Net cash provided by operating activities
$
1,436.0
$
1,144.0
$
1,060.7
Net cash (used in) provided by investing activities
$
(358.1
)
$
(124.8
)
$
2,746.5
Net cash provided by (used in) financing activities
$
795.2
$
(1,028.5
)
$
(3,786.5
)
Operating Activities
Net cash provided by operating activities was $1,436.0 million for the year ended December 31, 2025 compared to $1,144.0 million for the year ended December 31, 2024 , an increase of $292.0 million, or 25.5% . The increase in operating cash flow was due to an increase in operating profit, the timing of certain cash tax payments, and higher interest income earned on cash balances.
Net cash provided by operating activities was $1,144.0 million for the year ended December 31, 2024 compared to $1,060.7 million for the year ended December 31, 2023 , an increase of $83.3 million, or 7.9% . The increase in operating cash flow was due to an increase in operating profit, offset by an increase in interest payments.
Investing Activities
Net cash used in investing activities of $358.1 million for the year ended December 31, 2025 was primarily related to capital expenditures of $244.1 million, acquisitions of $184.8 million, investments in non-public companies of $6.5 million, and escrow funding associated with acquisitions of $2.7 million, partially offset by proceeds from sale of our Verisk Marketing Solutions business of $80.0 million.
Net cash used in investing activities of $124.8 million for the year ended December 31, 2024 was primarily related to capital expenditures of $223.9 million and acquisitions, including a purchase of an additional controlling interest totaling $23.4 million, and investments in nonpublic companies of $1.0 million, partially offset by proceeds received upon settlement of our retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022 of $113.3 million, proceeds from sale of the AER Company of $6.4 million, and an escrow release associated with acquisitions of $3.8 million.
Net cash provided by investing activities of $2,746.5 million for the year ended December 31, 2023 was primarily related to proceeds from the sale of our Energy business of $3,066.4 million, partially offset by capital expenditures of $230.0 million, and acquisitions, including escrow funding of $87.1 million.
Financing Activities
Net cash provided by financing activities of $795.2 million for the year ended December 31, 2025 was primarily driven by the proceeds from the issuance of short-term debt of $1,497.9 million, proceeds from the issuance of long-term debt of $698.3 million, and proceeds from stock options exercised of $56.9 million, partially offset by repurchases of common stock of $624.0 million, repayments of the current portion of long-term debt of $500.0 million, dividends paid of $251.1 million, the net share settlement of taxes from restricted stock and performance share awards of $26.7 million, payment of debt issuance costs of $25.4 million, payment of excise tax of $7.6 million, and other financing activities of $23.1 million.
Net cash used in financing activities of $1,028.5 million for the year ended December 31, 2024 was primarily driven by the funding of $1,050.0 million of accelerated share repurchase programs, the payment on the early extinguishment of debt of $396.4 million, dividends paid of $221.3 million, and a payment of excise tax of $25.2 million, partially offset by the proceeds from the issuance of long-term debt, $590.2 million from the proceeds of loan-term debt net of original issuance discount, and proceeds from stock options exercised of $124.8 million.
Net cash used in financing activities of $3,786.5 million for the year ended December 31, 2023 was primarily driven by the funding of $2,799.8 million in share repurchases, repayments of debt under our revolving credit and bilateral credit facilities of $1,265.0 million, and dividend payments of $196.8 million, partially offset by the proceeds from the issuance of our 2033 Senior Notes of $495.2 million, and proceeds from stock options exercised of $141.9 million.
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Contractual Obligations
The following table summarizes our contractual obligations at December 31, 2025 and the future periods in which such obligations are expected to be settled in cash:
Payments Due by Period
Total
Less than 1 year
2-3 years
4-5 years
More than 5 years
(in millions)
Contractual obligations
Long-term debt, current portion of long-term debt, and interest
$
6,201.7
$
1,623.4
$
244.8
$
820.0
$
3,513.5
Operating leases
185.4
32.4
62.4
56.2
34.4
Pension and postretirement plans (1)
10.3
1.3
2.9
2.1
4.0
Finance lease obligations
27.1
12.7
14.4
—
—
Total (2)
$
6,424.5
$
1,669.8
$
324.5
$
878.3
$
3,551.9
(1)
Our funding policy is to contribute at least equal to the minimum legal funding requirement.
(2)
Unrecognized tax benefits of approximately $8.6 million have been recorded as liabilities in accordance with ASC 740 , Income Taxes which have been omitted from the table above, and we are uncertain as to if or when such amounts may be settled, with the exception of those amounts subject to a statute of limitation, related to the unrecognized tax benefits, we also have recorded a liability for potential penalties and interest of $1.2 million.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to stock-based compensation, internally developed software, goodwill and intangible assets, pension and other postretirement benefits, and income taxes. Actual results may differ from these assumptions or conditions.
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Stock-Based Compensation
Stock-based compensation cost, including nonqualified stock options, restricted stock, performance share units tied to the achievement of certain market performance conditions, namely relative total shareholder return as compared to the S&P 500 index ("TSR-based PSU's"), and performance share units tied to the achievement of certain financial performance conditions, namely incremental return on invested capital ("ROIC-based PSUs"), is measured at the grant date, based on the fair value of the awards granted, and is recognized as expense over the requisite service period. The fair value of stock options is measured using a Black-Scholes option-pricing model, which requires the use of several estimates, including expected term, expected risk-free interest rate, expected volatility, and expected dividend yield. The stock options have an exercise price equal to the adjusted closing price of our common stock on the grant date with a ten-year contractual term. The fair value of the restricted stock is determined using the closing price of our common stock on the grant date. The restricted stock is not assignable or transferable until it becomes vested. The fair value of TSR-based PSUs is determined on the grant date using the Monte Carlo Simulation model and their ultimate achievement is based on relative total shareholder return as compared to the companies that compromise the S&P 500 index. The fair value of ROIC-based PSUs is determined on the closing price of our common stock on the grant date and their ultimate achievement is tied to incremental return on invested capital based on net operating profit. Each of the TSR-based PSUs and ROIC-based PSUs has a three-year performance period, subject to the recipient's continued service. Each PSU represents the right to receive one share of our common stock and the ultimate realization is based on our achievement of certain market and financial performance criteria and may range from 0% to 200% of the recipient's target levels of 100% established on the grant date.
Option grants and restricted stock awards are generally expensed ratably over the four-year vesting period. PSUs are generally expensed ratably over the three-year vesting period. We follow the substantive vesting period approach which requires that stock-based compensation expense be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service.
We estimate expected forfeitures of equity awards at the date of grant and recognize compensation expense only for those awards expected to vest. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate.
Internally Developed Software
We capitalize certain development costs incurred in connection with internally developed software. These capitalized costs primarily pertain to software hosted by us and accessed by customers. Costs during the initial development stages are expensed as they occur. Once an application reaches the development stage, both internal and external costs are capitalized if they are direct and incremental, until the software is substantially complete and ready for its intended use. Capitalization stops upon completion of all significant testing. Additionally, we capitalize costs associated with specific software upgrades and enhancements when the expenditures result in additional features and functionality. Once in service, internally developed software assets are assessed for recoverability and impairment whenever events or circumstances suggest their carrying amount may not be recoverable. Any impairment, as identified, is calculated as the difference between the asset’s carrying amount and its estimated fair value, using acceptable valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as circumstances require.
Goodwill and Intangibles
As of December 31, 2025, we had goodwill of $1,878.2 million, which represents 30.3% of our total assets. Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of June 30, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. When evaluating goodwill for impairment, we may decide to first perform a qualitative assessment, or “Step Zero” impairment test, to determine whether it is more likely than not that impairment has occurred. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying amount of our reporting units exceeds their fair value, we perform a quantitative assessment and calculate the estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of that goodwill, an impairment loss is recognized. As of June 30, 2025, we completed our Step Zero impairment test at the reporting unit level and determined it was not more likely than not that the carrying values of our reporting units exceeded their fair values. We did not recognize any additional impairment charges related to our goodwill and indefinite-lived intangible assets. Subsequent to the test performed on June 30, 2025, we continued to monitor these reporting units for events that would trigger an interim impairment test; we did not identify any such events.
We allocate the fair value of the purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. The estimates used in valuing the intangible assets are determined with the assistance of third-party specialists, a discounted cash flow analysis and estimates made by management. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
Pension and Postretirement
Certain assumptions are used in the determination of our annual net period benefit (credit) cost and the disclosure of the funded status of these plans. The principal assumptions concern the discount rate used to measure the projected benefit obligation and the expected return on plan assets. We revise these assumptions based on an annual evaluation of long-term trends and market conditions that may have an impact on the cost of providing retirement benefits.
In determining the discount rate, we utilize quoted rates from long-term bond indices, and changes in long-term bond rates over the past year, cash flow models and other data sources we consider reasonable based upon the life expectancy and mortality rate of eligible employees. As part of our ev
aluation, we calculate the approximate average yields on securities that were selected to match our separate projected cash flows for both the pension and postretirement plans. Our separate benefit plan cash flows are input into actuarial models that include data for corporate bonds rated AA or better at the measurement date. The outputs from the actuarial models are assessed against the prior year’s discount rate and quoted rates for long-term bond indices. For our pension plans at
December 31, 2025
, we determined this rate to be 5.42% and 5.64% at
December 31, 2025 and 2024
, respectively. Our postretirement rate was 4.64% and 5.17% at
December 31, 2025 and 2024
, respectively.
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The expected return on plan assets is determined by taking into consideration our analysis of our actual historical investment returns to a broader long-term forecast adjusted based on our target investment allocation, and the current economic environment. Our pension asset investment guidelines target an investment portfolio allocation of 60% debt securities and 40% equity securities. As of December 31, 2025, the pension plan assets were allocated 58.8% debt securities, 35.9% equity securities, 4.9% real estate and 0.4% other. The VEBA Plan target allocation is 100% debt securities. We have used our target investment allocation to derive the expected return as we believe this allocation will be retained on an ongoing basis that will be commensurate with the projected cash flows of the plan. The expected return for each investment category within our target investment allocation is developed using average historical rates of return for each targeted investment category, considering the projected cash flow of the qualified pension plan and postretirement plan. The difference between this expected return and the actual return on plan assets is generally deferred and recognized over subsequent periods through future net periodic benefit (credits) costs. We believe these considerations provide the basis for reasonable assumptions with respect to the expected long-term rate of return on plan assets.
When actual plan experience differs from the assumptions used, actuarial gains or losses arise. We amortize, as a component of annual pension expense, total outstanding actuarial gains or losses over the estimated average expected remaining lifetime of plan participants to the extent that the gain/loss exceeds 10% of the greater of the beginning-of-year projected benefit obligation or the market-related value of plan assets. For our pension and postretirement plans, the total actuarial losses as of December 31, 2025 that have not been recognized in annual expense are $111.0 million and $2.4 million, respectively, and we expect to recognize a net periodic pension and postretirement expenses of $3.6 million and $0.3 million, respectively, in 2026 related to the amortization of actuarial losses.
A one percent change in discount rate and future rate of return on plan assets would have the following effects:
Pension
Postretirement
1% Decrease
1% Increase
1% Decrease
1% Increase
Benefit (Credit) Cost
Projected Benefit Obligation
Benefit (Credit) Cost
Projected Benefit Obligation
Benefit (Credit) Cost
Projected Benefit Obligation
Benefit (Credit) Cost
Projected Benefit Obligation
Discount Rate
$
(0.5
)
$
23.4
$
0.4
$
(20.4
)
$
-
$
0.1
$
-
$
(0.1
)
Expected Rate of Return on Assets
$
3.9
$
-
$
(3.9
)
$
-
$
0.1
$
-
$
(0.1
)
$
-
Income Taxes
In projecting future taxable income, we develop assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we use to manage the underlying businesses. The calculation of our tax liabilities also involves dealing with uncertainties in the application and evolution of complex tax laws and regulations in other jurisdictions.
We account for uncertain tax positions in accordance with Accounting for Uncertainty in Income Taxes — an interpretation of ASC 740 , which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this interpretation, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position.
We recognize and adjust our liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.
As of December 31, 2025, we have gross federal, state, and foreign income tax net operating loss carryforw ards of $48.6 milli on, which will expire at various dates from 2026 through 2045. Such net operating loss carryforwards expire as follows:
Years Ending
(in millions)
2026 - 2033
$
15.4
2034 - 2038
2.2
2039 - 2045
31.0
Total
$
48.6
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, refer to Note 2(s) to the audited consolidated financial statements included in this annual report on Form 10-K.
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Table of Contents
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
We are exposed to market risk from fluctuations in interest rates. As of December 31, 2025, we had no borrowings outstanding under our Syndicated Revolving Credit Facility. On August 15, 2025, we entered into the Third Amended and Restated Credit Agreement (the "Amendment and Restatement") to the Syndicated Revolving Credit Facility with Bank of America, N.A. as administrative agent. The Amendment and Restatement increased our borrowing capacity to $1,250.0 million and extended the maturity date of the Syndicated Revolving Credit Facility to August 15, 2030. Interest on borrowings under the Amendment and Restatement is payable at an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. A commitment fee on any unused commitment is payable periodically and may range from 8.0 to 17.5 basis points based upon our public debt rating. A change in interest rates on variable rate debt impacts our pre-tax income and cash flows but does not impact the fair value of the instruments.
Foreign Currency Risk
Our foreign-based businesses and results of operations are exposed to movements in the U.S. dollar to British pounds and other foreign currency exchange rates. A portion of our revenue is denominated in British pounds and other foreign currencies. If the U.S. dollar strengthens against British pounds and other foreign currencies, our revenues reported in U.S. dollars would decline. With regard to operating expense, our primary exposure to foreign currency exchange risk relates to operating expense incurred in British pounds and other foreign currencies. If British pounds and other foreign currencies strengthen, costs reported in U.S. dollars will increase. Movements in the U.S. dollar to British pounds and other foreign currency exchange rates did not have a material effect on our revenue for the year ended December 31, 2025. A hypothetical ten percent change in average exchange rates versus the U.S. dollar would not have resulted in a material change to our earnings.
Item 8.
Consolidated Financial Statements and Supplementary Data
The information required by this Item is set forth on pages 51 through 93 of this annual report on Form 10-K.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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Table of Contents
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We are required to maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives at the reasonable assurance level.
Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual report on Form 10-K for our Company and subsidiaries other than our recent acquisitions in 2025 (See Note 10 of our consolidated financial statements included in this annual report on Form 10-K). Management excluded from its assessment the internal control over financial reporting of these acquisitions because they collectively represent less than 1.0% of total assets (excluding goodwill and intangible assets which were integrated into our systems and control environment) and less than 1.0% of revenues as of and for the year ended December 31, 2025 . Based upon the foregoing assessments, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025 , our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
The information required by this Item is set forth on page 44 of this annual report on Form 10-K.
Attestation Report of the Registered Public Accounting Firm
The information required by this Item is set forth on page 49 of this annual report on Form 10-K.
Changes in Internal Control over Financial Reporting
We are in the process of integrating our recent acquisitions in 2025 into our overall internal control over financial reporting process. Other than this ongoing integration, there have been no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Table of Contents
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that internal control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
Based on this assessment, management concluded that our internal control over financial reporting was effective at December 31, 2025.
Management excluded from its assessment the internal control over financial reporting for our acquisitions in 2025 (See Note 10 of our consolidated financial statements included in this annual report on Form 10-K). The excluded financial statements of these acquisitions constitute less than 1.0% of total assets (excluding goodwill and intangible assets which were integrated into our systems and control environment) and less than 0.5% of revenues collectively included within our consolidated financial statements as of and for the year ended December 31, 2025 . Due to the timing of the acquisitions, management did not assess the effectivene ss of internal control over financial reporting for these acquisitions.
Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this annual report on Form 10-K has also audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in their report which is included herein.
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Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Verisk Analytics, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Verisk Analytics, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 18, 2026, expressed an unqualified opinion on those financial statements.
As described in Management's Report on Internal Controls over Financial Reporting , management excluded from its assessment the internal control over financial reporting at Simplitium Limited and SuranceBay, LLC, which were acquired on April 2, 2025 and July 17, 2025, respectively. The financial statements of Simplitium Limited and SuranceBay LLC constitute less than 1.0% of total assets (excluding goodwill and intangible assets which were integrated into the Company's systems and control environment) and less than 0.5% of revenues collectively included within the Company's consolidated financial statements as of and for the year ended December 31, 2025. Accordingly, our audit did not include the internal control over financial reporting at Simplitium Limited and SuranceBay, LLC.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Morristown, New Jersey
February 18, 2026
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Item 9B.
Other Information
10b5 - 1 Trading Plans
During the fiscal quarter ended December 31, 2025 , the following Section 16 officers and directors adopted, modified or terminated a “Rule 10b5 - 1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):
●
Lee M. Shavel , Chief Executive Officer, President and director , adopted a new trading plan on December 11, 2025 ( with the first trade under the new plan scheduled for a date on or after March 16, 2026). The trading plan will be effective until December 31, 2026 to sell up to 40,901 shares of common stock.
●
Elizabeth D. Mann , Chief Financial Officer , adopted a new trading plan on December 11, 2025 ( with the first trade under the new plan scheduled for a date on or after March 17, 2026). The trading plan will be effective until December 31, 2026 to sell 4,000 shares of common stock.
● Sunita Holzer , Chief Human Relations Officer , adopted a new trading plan on November 21, 2025 ( with the first trade under the new plan scheduled for a date on or after February 17, 2026). The trading plan will be effective until May 29, 2026 to sell up to 12,062 shares of common stock.
● Bruce Hansen , Independent Board Chair , on October 30, 2025 terminated an existing trading plan originally entered into on August 5, 2025 to sell up to 4,671 shares of common stock.
There were no “non-Rule 10b5 - 1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended December 31, 2025 by Section 16 officers and directors. Each of the Rule 10b5 - 1 trading arrangements are in accordance with our Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
The information required to be furnished by this Item 10 is incorporated herein by reference to our Notice of Annual Meeting of Shareholders and Proxy Statement to be filed within 120 days of December 31, 2025 (the “Proxy Statement”).
Code of Business Conduct and Ethics
Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, which is available on our website (investor.verisk.com) under "Corporate Governance". We intend to satisfy the disclosure requirement under Item 5.05 of Form 8 -K regarding any amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on the website address and location specified above.
Insider Trading Policies and Procedures
The Company has insider trading policies and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, and employees. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards.
Item 11.
Executive Compensation
The information required to be furnished by this Item 11 is incorporated herein by reference to our Proxy Statement.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required to be furnished by this Item 12 is incorporated herein by reference to our Proxy Statement.
Item 13.
Certain Relationships and Related Transactions and Director Independence
The information required to be furnished by this Item 13 is incorporated herein by reference to our Proxy Statement.
Item 14.
Principal Accounting Fees and Services
The information required to be furnished by this Item 14 is incorporated herein by reference to our Proxy Statement.
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PART IV
Item 15.
Exhibits and Financial Statement Schedule
(a) The following documents are filed as part of this report.
(1)
Financial Statements. See Index to Financial Statements and Schedules in Part II, Item 8 on this Form 10-K.
(2)
Financial Statement Schedule. See Schedule II. Valuation and Qualifying Accounts and Reserves.
(3)
Exhibits. See Index to Exhibits in this annual report on Form 10-K.
Item 16.
Form 10-K Summary
None.
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Item 8. Consolidated Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Schedule
Verisk Analytics, Inc. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the Years Ended December 31, 2025, 2024, and 2023.
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
49
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
Financial Statements Schedule
Schedule II, Valuation and Qualifying Accounts and Reserves
93
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Verisk Analytics, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Verisk Analytics, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025 , and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fixed Assets - Capitalization of Internal Software Development Costs - Refer to Notes 2 and 9 to the financial statements
Critical Audit Matter Description
As described in Note 2 to the financial statements, the Company’s capitalized software development costs primarily relate to internal-use software. Such costs are capitalized in the application development stage in accordance with ASC 350-40, Internal-use Software . Costs in the preliminary and post-implementation stages are typically expensed as incurred. Internal software development costs capitalized as of December 31, 2025 was $1,558.1 million and the related accumulated amortization was $1,052.2 million.
We identified capitalized internal software development costs as a critical audit matter because of the inherent complexity and level of judgment involved in assessing management's determination of qualifying activities during the application development stage for capitalization. This required a high degree of auditor judgment and an increased extent of effort to evaluate the appropriateness of management’s decisions regarding which activities qualify for capitalization and when a product reaches the application development stage.
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How the Critical Audit Matter was addressed in the Audit
Our audit procedures related to the Company’s capitalization of internal software development costs included the following, among others:
● We conducted inquiries with management to understand the processes and controls in place for identifying and capitalizing internal software development costs.
● We tested the effectiveness of controls over:
○ The identification and tracking of internal software development costs, including controls related to the authorization and approval of capitalizable costs.
○ The allocation of employee time and other resources to capitalizable projects, ensuring that only eligible costs were capitalized.
● We selected a sample of internal software development costs. For the selected samples, we performed testing to evaluate whether the costs met the capitalization criteria under the relevant accounting standards, including inspecting supporting documentation such as timesheets, invoices, project capitalization forms, and conducting inquiries with project managers.
● We assessed the completeness and accuracy of the data used by management in the capitalization process by reconciling the data with source documents, such as payroll records and vendor invoices, and ensuring that all relevant expenses were captured and recorded to validate that no capitalizable costs were omitted.
● We evaluated any indicators of project delays, cancellations, or other impairment indicators by reviewing project status reports, conducting inquiries with project managers, and evaluating the impact of any identified indicators on the capitalization of costs and the determination of the in-service date.
/s/ Deloitte & Touche LLP
Morristown, New Jersey
February 18, 2026
We have served as the Company's auditor since 2001.
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VERISK ANALYTICS, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2025 and 2024
2025
2024
(in millions, except par value and number of shares)
ASSETS:
Current assets:
Cash and cash equivalents
$ 2,178.2 $ 291.2
Accounts receivable, net
422.2 434.4
Prepaid expenses
86.4 72.8
Income taxes receivable
48.6 83.3
Other current assets
30.0 29.9
Total current assets
2,765.4 911.6
Noncurrent assets:
Fixed assets, net
582.8 605.9
Operating lease right-of-use assets, net
138.9 156.0
Intangible assets, net
346.6 392.4
Goodwill
1,878.2 1,726.6
Deferred income tax assets
36.6 34.3
Other noncurrent assets
447.0 437.9
Total assets
$ 6,195.5 $ 4,264.7
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable and accrued liabilities
$ 319.1 $ 249.8
Short-term debt and current portion of long-term debt
1,508.9 514.2
Deferred revenues
444.2 447.2
Operating lease liabilities
26.3 26.0
Income taxes payable
1.8 1.7
Total current liabilities
2,300.3 1,238.9
Noncurrent liabilities:
Long-term debt
3,228.3 2,546.9
Deferred income tax liabilities
193.4 191.6
Operating lease liabilities
136.9 158.7
Other noncurrent liabilities
26.8 23.6
Total liabilities
5,885.7 4,159.7
Commitments and contingencies (Note 21)
Stockholders’ equity:
Common stock, $.001 par value; 2,000,000,000 shares authorized; 544,003,038 shares issued; 138,397,709 and 140,414,637 shares outstanding, respectively
0.1 0.1
Additional paid-in capital
3,113.2 2,994.0
Treasury stock, at cost, 405,605,329 and 403,588,401 shares, respectively
( 10,721.8 ) ( 10,062.4 )
Retained earnings
7,810.5 7,153.4
Accumulated other comprehensive income
107.0 15.0
Total Verisk stockholders' equity
309.0 100.1
Noncontrolling interests
0.8 4.9
Total stockholders’ equity
309.8 105.0
Total liabilities and stockholders’ equity
$ 6,195.5 $ 4,264.7
The accompanying notes are an integral part of these consolidated financial statements.
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VERISK ANALYTICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Years Ended December 31, 2025, 2024, and 2023
2025
2024
2023
(in millions, except per share amounts and number of shares)
Revenues
$ 3,072.7 $ 2,881.7 $ 2,681.4
Operating expenses:
Cost of revenues (exclusive of items shown separately below)
925.5 901.1 876.5
Selling, general and administrative
458.2 408.7 391.8
Depreciation and amortization of fixed assets
259.2 233.6 206.8
Amortization of intangible assets
67.5 72.3 74.6
Loss on sale of assets, net
18.4 12.1 -
Total operating expenses
1,728.8 1,627.8 1,549.7
Operating income
1,343.9 1,253.9 1,131.7
Other income (expense):
Net (loss) gain on early extinguishment of debt
( 15.0 ) 3.6 -
Investment income and others, net
13.3 95.7 11.0
Interest expense, net
( 170.9 ) ( 124.6 ) ( 115.5 )
Total other expense, net
( 172.6 ) ( 25.3 ) ( 104.5 )
Income from continuing operations before income taxes
1,171.3 1,228.6 1,027.2
Provision for income taxes
( 263.0 ) ( 277.9 ) ( 258.8 )
Income from continuing operations
908.3 950.7 768.4
Gain (loss) from discontinued operations, net of tax benefit (expense) of $ 0.0 , $ 6.8 and $ (12.6) , respectively (Note 11)
- 6.8 ( 154.0 )
Net income
908.3 957.5 614.4
Less: net loss attributable to noncontrolling interests
- 0.7 0.2
Net income attributable to Verisk
$ 908.3 $ 958.2 $ 614.6
Basic net income per share attributable to Verisk:
Income from continuing operations
$ 6.50 $ 6.69 $ 5.24
Income (loss) from discontinued operations
- 0.05 ( 1.05 )
Basic net income per share attributable to Verisk:
$ 6.50 $ 6.74 $ 4.19
Diluted net income per share attributable to Verisk:
Income from continuing operations
$ 6.48 $ 6.66 $ 5.22
Income (loss) from discontinued operations
- 0.05 ( 1.05 )
Diluted net income per share attributable to Verisk:
$ 6.48 $ 6.71 $ 4.17
Weighted average shares outstanding:
Basic
139,667,160 142,154,655 146,623,989
Diluted
140,082,773 142,842,261 147,336,159
The accompanying notes are an integral part of these consolidated financial statements.
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VERISK ANALYTICS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For The Years Ended December 31, 2025, 2024, and 2023
2025
2024
2023
(in millions)
Net income
$ 908.3 $ 957.5 $ 614.4
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment
83.0 ( 39.7 ) 768.2
Pension and postretirement liability adjustment
9.3 ( 2.6 ) 21.8
Total other comprehensive income (loss)
92.3 ( 42.3 ) 790.0
Comprehensive income
1,000.6 915.2 1,404.4
Less: Comprehensive gain attributable to noncontrolling interests
( 0.3 ) ( 0.9 ) ( 0.4 )
Comprehensive income attributable to Verisk
$ 1,000.3 $ 914.3 $ 1,404.0
The accompanying notes are an integral part of these consolidated financial statements.
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VERISK ANALYTICS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For The Years Ended December 31, 2025, 2024, and 2023
Common Stock Issued
Par Value
Additional Paid-in Capital
Treasury Stock
Retained Earnings
Accumulated Other Comprehensive (Losses) Income
Total Verisk Stockholders' Equity
Noncontrolling Interests
Total Stockholders’ Equity
(in millions, except for share data)
Balance as of January 1, 2023
544,003,038 $ 0.1 $ 2,720.8 $ ( 6,239.5 ) $ 5,999.1 $ ( 731.2 ) $ 1,749.3 $ 18.4 $ 1,767.7
Net income
- - - - 614.6 - 614.6 ( 0.2 ) 614.4
Other comprehensive loss
- - - - - 790.0 790.0 0.6 790.6
Investment in noncontrolling interests
- - ( 3.9 ) - - ( 0.6 ) ( 4.5 ) ( 6.6 ) ( 11.1 )
Common stock dividend (1)
- - - - ( 196.8 ) - ( 196.8 ) - ( 196.8 )
Treasury stock acquired ( 12,849,921 shares)
- - 37.5 ( 2,838.7 ) - - ( 2,801.2 ) - ( 2,801.2 )
Excise tax associated with share repurchases
- - - ( 25.2 ) - - ( 25.2 ) - ( 25.2 )
Treasury stock share repurchased not yet settled
- - ( 37.5 ) 37.5 - - - - -
Stock options exercised ( 1,295,815 shares transferred from treasury stock)
- - 115.5 25.6 - - 141.1 - 141.1
PSUs lapsed ( 27,771 shares issued from treasury stock)
- - ( 0.4 ) 0.4 - - - - -
RSAs lapsed ( 106,613 shares transferred from treasury stock)
- - ( 1.7 ) 1.7 - - - - -
Stock-based compensation
- - 54.0 - - - 54.0 - 54.0
Net share settlement from PSUs and RSAs ( 81,536 shares withheld for tax settlement)
- - ( 15.3 ) - - - ( 15.3 ) - ( 15.3 )
Other stock issuances ( 27,315 shares transferred from treasury stock)
- - 3.3 0.7 - - 4.0 - 4.0
Balance as of December 31, 2023
544,003,038 0.1 2,872.3 ( 9,037.5 ) 6,416.9 58.2 310.0 12.2 322.2
Net income
- - - - 958.2 - 958.2 ( 0.7 ) 957.5
Other comprehensive income
- - - - - ( 44.3 ) ( 44.3 ) 0.9 ( 43.4 )
Investment in noncontrolling interests
- - ( 7.0 ) - - 1.1 ( 5.9 ) ( 7.5 ) ( 13.4 )
Common stock dividend (1)
- - - - ( 221.7 ) - ( 221.7 ) - ( 221.7 )
Treasury stock acquired ( 3,994,244 shares)
- - 37.5 ( 1,088.1 ) - - ( 1,050.6 ) - ( 1,050.6 )
Excise tax associated with share repurchases
- - - ( 7.6 ) - - ( 7.6 ) - ( 7.6 )
Treasury stock share repurchased not yet settled
- - ( 45.0 ) 45.0 - - - -
Stock options exercised ( 976,351 shares transferred from treasury stock)
- - 101.9 22.9 - - 124.8 - 124.8
PSUs lapsed ( 27,819 shares issued from treasury stock)
- - ( 0.6 ) 0.6 - - - - -
RSAs lapsed ( 73,211 shares transferred from treasury stock)
- - ( 1.7 ) 1.7 - - - - -
Stock-based compensation
- - 47.9 - - - 47.9 - 47.9
Net share settlement from PSUs and RSAs ( 61,271 shares withheld for tax settlement)
- - ( 14.9 ) - - - ( 14.9 ) - ( 14.9 )
Other stock issuances ( 22,771 shares reissued from treasury stock)
- - 3.6 0.6 - - 4.2 - 4.2
Balance as of December 31, 2024
544,003,038 0.1 2,994.0 ( 10,062.4 ) 7,153.4 15.0 100.1 4.9 105.0
Net income
- - - - 908.3 - 908.3 - 908.3
Other comprehensive income
- - - - 92.0 92.0 0.3 92.3
Investment in noncontrolling interests
- - ( 0.7 ) - - - ( 0.7 ) ( 4.4 ) ( 5.1 )
Common stock dividend (1)
- - - - ( 251.2 ) - ( 251.2 ) - ( 251.2 )
Treasury stock acquired ( 2,599,886 shares)
- - 45.0 ( 669.2 ) - - ( 624.2 ) - ( 624.2 )
Excise tax associated with share repurchases
- - - ( 5.0 ) - - ( 5.0 ) - ( 5.0 )
Stock options exercised ( 418,936 shares transferred from treasury stock)
- - 46.8 10.6 - - 57.4 - 57.4
PSUs lapsed ( 63,469 shares issued from treasury stock)
- - ( 1.6 ) 1.6 - - - - -
RSAs lapsed ( 76,979 shares transferred from treasury stock)
- - ( 2.0 ) 2.0 - - - - -
Stock-based compensation expense
- - 54.2 - - - 54.2 - 54.2
Net share settlement from PSUs and RSAs ( 94,455 shares withheld for tax settlement)
- - ( 26.7 ) - - - ( 26.7 ) - ( 26.7 )
Other stock issuances ( 23,574 shares reissued from treasury stock)
- - 4.2 0.6 - - 4.8 - 4.8
Balance as of December 31, 2025
544,003,038 $ 0.1 $ 3,113.2 $ ( 10,721.8 ) $ 7,810.5 $ 107.0 $ 309.0 $ 0.8 $ 309.8
(1) Refer to Note 16 . Stockholders' Equity for discussion related to quarterly cash dividends declared per share
The accompanying notes are an integral part of these consolidated financial statements.
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VERISK ANALYTICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 2025, 2024, and 2023
2025
2024
2023
(in millions)
Cash flows from operating activities:
Net income
$ 908.3 $ 957.5 $ 614.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets
259.2 233.6 206.8
Amortization of intangible assets
67.5 72.3 74.6
Amortization of debt issuance costs and original issue discount, net of original issue premium
23.1 2.6 1.5
Provision for doubtful accounts
17.6 13.3 8.7
Net loss (gain) on early extinguishment of debt
15.0 ( 3.6 ) —
Loss on sale of assets, net
18.4 12.1 131.1
Impairment of cost-based investments
— 1.7 6.5
Stock-based compensation expense
54.2 47.9 54.0
Net gain upon settlement of investment in non-public companies
— ( 100.6 ) —
Impairment of long-lived assets
2.2 7.6 —
Deferred income taxes
41.3 ( 20.7 ) 52.7
Loss on disposal of fixed assets, net
— 6.5 3.8
Gain on lease modification
— ( 1.9 ) —
Acquisition related liability adjustment
4.8 ( 1.1 ) ( 20.0 )
Other operating
( 11.7 ) — —
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable
( 1.3 ) ( 116.6 ) ( 83.0 )
Prepaid expenses and other assets
( 2.9 ) 19.4 ( 56.9 )
Operating lease right-of-use assets, net
23.9 28.8 26.8
Income taxes
( 1.4 ) 1.6 ( 55.8 )
Accounts payable and accrued liabilities
47.9 ( 60.8 ) 46.5
Deferred revenues
( 2.0 ) 73.1 81.2
Operating lease liabilities
( 28.1 ) ( 35.0 ) ( 27.1 )
Other liabilities
— 6.3 ( 5.1 )
Net cash provided by operating activities
1,436.0 1,144.0 1,060.7
Cash flows from investing activities:
Acquisitions and purchases of controlling interests, net of cash acquired of $ 4.9 , $ 1.8 , and $ 8.0 , respectively
( 184.8 ) ( 23.4 ) ( 83.3 )
Proceeds from sale of businesses
80.0 6.4 3,066.4
Investments in non-public companies, net
( 6.5 ) ( 1.0 ) ( 2.2 )
Proceeds received upon settlement of investment in non-public companies
— 113.3 —
Escrow (funding) release associated with acquisitions
( 2.7 ) 3.8 ( 3.8 )
Capital expenditures
( 244.1 ) ( 223.9 ) ( 230.0 )
Other investing activities, net
— — ( 0.6 )
Net cash (used in) provided by investing activities
( 358.1 ) ( 124.8 ) 2,746.5
The accompanying notes are an integral part of these consolidated financial statements.
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VERISK ANALYTICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For The Years Ended December 31, 2025, 2024, and 2023
2025
2024
2023
(in millions)
Cash flows from financing activities:
Proceeds from (repayment of) short-term debt
1,497.9 — ( 1,265.0 )
Proceeds from issuance of long-term debt, inclusive of original issue premium and net of original issue discount
698.3 590.2 495.2
Repayment of current portion of long-term debt
( 500.0 ) — ( 125.0 )
Payment of debt issuance costs
( 25.4 ) ( 5.3 ) ( 6.0 )
Payment on early extinguishment of debt
— ( 396.4 ) —
Repurchases of common stock
( 624.0 ) ( 1,005.0 ) ( 2,762.3 )
Treasury stock repurchased not yet settled
— ( 45.0 ) ( 37.5 )
Payment of excise tax
( 7.6 ) ( 25.2 ) —
Net share settlement of taxes from restricted stock and performance share awards
( 26.7 ) ( 14.9 ) ( 15.3 )
Proceeds from stock options exercised
56.9 124.8 141.9
Payment of contingent liability related to acquisition
— ( 8.5 ) —
Dividends paid
( 251.1 ) ( 221.3 ) ( 196.8 )
Other financing activities, net
( 23.1 ) ( 21.9 ) ( 15.7 )
Net cash provided by (used in) financing activities
795.2 ( 1,028.5 ) ( 3,786.5 )
Effect of exchange rate changes
13.9 ( 2.2 ) ( 10.7 )
Increase (decrease) in cash and cash equivalents
1,887.0 ( 11.5 ) 10.0
Cash and cash equivalents, beginning of period
291.2 302.7 292.7
Cash and cash equivalents, end of period
$ 2,178.2 $ 291.2 $ 302.7
Supplemental disclosures:
Income taxes paid
$ 218.0 $ 287.7 $ 276.0
Interest paid
$ 150.3 $ 131.6 $ 111.2
Noncash investing and financing activities:
Deferred tax liability established on date of acquisitions
$ 2.5 $ 1.4 $ 8.7
Net assets sold as part of the dispositions, net of cash sold
$ 90.5 $ 17.3 $ 3,211.8
Finance lease additions, net of disposals
$ 5.3 $ 28.8 $ 45.6
Operating lease additions (terminations)
$ 6.2 $ ( 4.4 ) $ 34.3
Fixed assets included in accounts payable and accrued liabilities
$ - $ 0.2 $ 2.2
The accompanying notes are an integral part of these consolidated financial statements.
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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in millions, except for share and per share data, unless otherwise stated)
1. Organization:
Verisk Analytics, Inc. (the "Company") is a strategic data analytics and technology partner to the global insurance industry. We empower clients to strengthen operating efficiency, improve underwriting and claims outcomes, combat fraud and make informed decisions about global risks, including climate change, extreme events, sustainability, and political issues. Through advanced data analytics, software, scientific research, and deep industry knowledge, we help build global resilience for individuals, communities, and businesses. We trade under the ticker symbol "VRSK" on the Nasdaq Global Select Market.
2. Basis of Presentation and Summary of Significant Accounting Policies:
Our accompanying consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include acquisition purchase price allocations, the fair value of goodwill, the realization of deferred tax assets and liabilities, acquisition-related liabilities, fair value of stock-based compensation for equity awards granted, and assets and liabilities for pension and postretirement benefits. Actual results may ultimately differ from those estimates.
On February 1, 2023, we completed the sale of our Energy business. We determined that the sale of our Energy business met the “discontinued operations” criteria in accordance with FASB ASC 205 - 20, due to its relative size and strategic rationale. The consolidated balance sheets and consolidated statements of operations, and the notes to the consolidated financial statements were recasted for all periods presented to reflect the discontinuation of the Energy business, in accordance with ASC 205 - 20. The discussion in the notes to these consolidated financial statements, unless otherwise noted, relates solely to our continuing operations.
Significant accounting policies include the following:
(a) Intercompany Accounts and Transactions
The consolidated financial statements include all of our accounts. All intercompany accounts and transactions have been eliminated.
(b) Revenue Recognition
The following describes our primary types of revenues and the applicable revenue recognition policies. We recognize revenues through recurring and non-recurring long-term agreements (generally one to five years) for hosted subscriptions, advisory/consulting services, and for transactional solutions. Our revenues are primarily derived from the sale of services where revenue is recognized when or as control of the promised services is transferred to customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those services. Fees for services provided by us are non-refundable. Revenue is recognized net of applicable sales tax withholdings.
Hosted Subscriptions
We offer hosted subscriptions, where customers access content only through our online portal (the "Hosted Subscription"). We grant a license to our customer to enter our online portal. The license is a contractual mechanism that allows our customer to access our online portal for a defined period of time. As the license alone does not provide utility to our customer, our customer has no contractual right to take possession of our online portal at any time, and our customer cannot engage another party to host our online portal and related content, it is not considered a functional license under ASC 606, Revenue from Contracts with Customers ("ASC 606" ). Our promise to our customer is to provide continuous access to our online portal and to update the content throughout the subscription period. Hosted Subscription is a single performance obligation that represents a series of distinct services (daily access to our online portal and related content) that are substantially the same and that have the same pattern of transfer to our customer. We recognize revenue for Hosted Subscriptions ratably over the performance obligation period on a straight-line basis as services are performed and continuous access to information in our online portal is provided over the entire term of the agreements. Subscriptions are generally paid in advance of rendering services either quarterly or annually upon commencement of the performance obligation period.
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Advisory/Consulting Services
We provide certain discrete project-based advisory/consulting services, which are recognized over time by measuring the progress toward complete satisfaction of the performance obligation, based on the input method of consulting hours worked; this aligns with the results achieved and value transferred to our customer. The hours consumed are most reflective of the measure of progress towards satisfying the performance obligation, as the resources hours worked directly tie to the progress of the services to be provided. In general, they are billed over the course of the project.
Transactional Solutions
Certain solutions are also paid for by customers on a transactional basis. We recognize these revenues as the solutions are delivered or services performed at a point in time. In general, our customers are billed monthly at the end of each month.
(c) Deferred Revenues
We invoice our customers in annual, quarterly, monthly, or milestone installments. Amounts billed and/or collected in advance of services being provided are recorded as “Deferred revenues” and “Other noncurrent liabilities” in our accompanying consolidated balance sheets and are recognized as the services are performed, control is transferred to customers, and the applicable revenue recognition criteria is met.
(d) Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are generally recorded at the invoiced amount. Unbilled receivables are short-term in nature and expected to be billed within one year. The allowance for doubtful accounts or expected credit losses is estimated based on an analysis of the aging of the accounts receivable, historical write-offs, customer payment patterns, individual customer credit worthiness, current economic trends, reasonable and supportable forecasts of future economic conditions, and/or establishment of specific reserves for customers in adverse financial condition. We assess the adequacy of the allowance for doubtful accounts on a quarterly basis.
(e) Deferred Commissions
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. The incremental costs of obtaining a contract with a customer, which primarily consist of sales commissions, are deferred and amortized over a useful life of five years that is consistent with the transfer to our customer the services to which the asset relates. We classify deferred commissions as current or noncurrent based on the timing of expense recognition. The current and noncurrent portions of deferred commissions are included in "Prepaid expenses" and "Other noncurrent assets", respectively, in our accompanying consolidated balance sheets. Amortization expense related to deferred commissions is computed on a straight-line basis over its estimated useful life and included in "Selling, general and administrative" within our accompanying consolidated statements of operations.
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(f) Fixed Assets and Finite-lived Intangible Assets
Fixed assets and finite-lived intangibles are stated at cost less accumulated depreciation and amortization, which is computed on a straight-line basis over their estimated useful lives. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term.
Our internal software development costs primarily relate to internal-use software. We account for the cost of software developed for internal use by capitalizing qualifying costs, which are substantially incurred during the application development stage, in accordance with ASC 350 - 40. The amounts capitalized primarily relate to internally developed software used to provide services to customers and are included in "Fixed assets, net" in our accompanying consolidated balance sheets. Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the related product, which is typically three years, beginning with the date the software is placed into service. Costs incurred in the preliminary and post-implementation stages of our products are expensed as incurred.
In accordance with ASC 360, Property, Plant & Equipment , whenever events or changes in circumstances indicate that the carrying amount of long-lived assets and finite-lived intangible assets may not be recoverable, we review our long-lived assets and finite-lived intangible assets for impairment by first comparing the carrying value of our assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of our assets. If the carrying value exceeds the sum of our assets’ undiscounted cash flows, we estimate and recognize an impairment loss by taking the difference between the carrying value and fair value of our assets.
(g) Leases
We have operating and finance leases for corporate offices, data centers, and certain equipment that are accounted for under ASC 842, Leases . We determine if an arrangement is a lease at inception. We consider any contract where there is an identified asset and whether we have the right to control the use of such asset in determining whether the contract contains a lease. A right-of-use ("ROU") asset represents our right to use an underlying asset for the lease term and the lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our operating leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available on the adoption date in determining the present value of lease payments. The incremental borrowing rate was calculated by using our credit rating on our publicly-traded U.S. unsecured bonds and estimating an appropriate credit rating for similar secured debt instruments. Our calculated credit rating on secured debt instruments determined the yield curve used. We calculated an implied spread and applied the spreads to the risk-free interest rates based on the yield of the U.S. Treasury zero coupon securities with a maturity equal to the remaining lease term in determining the borrowing rates for all operating leases. Our operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating lease transactions are included in "Operating lease right-of-use assets, net", and "Operating lease liabilities", current and noncurrent, within our accompanying consolidated balance sheets. Finance leases are included in property and equipment under "Fixed assets, net", "Short-term debt and current portion of long-term debt", and "Long-term debt" within our accompanying consolidated balance sheets.
(h) Fair Value of Financial and Non-financial Instruments
We follow the provisions of ASC 820 - 10, Fair Value Measurements (“ASC 820 - 10” ), which defines fair value, establishes a framework for measuring fair value under U.S. GAAP and expands fair value measurement disclosures. We follow the provisions of ASC 820 - 10 for our financial assets and liabilities recognized or disclosed at fair value on a recurring basis. We follow the provisions of ASC 820 - 10 for our non-financial assets and liabilities recognized or disclosed at fair value.
(i) Foreign Currency
We have determined local currencies are the functional currencies of our foreign operations. The assets and liabilities of foreign subsidiaries are translated at the period-end rate of exchange and statement of operations items are translated at the average rates prevailing during the year. The resulting translation adjustment is recorded as a component of “Accumulated other comprehensive (losses) income” in our accompanying consolidated statements of changes in stockholders’ equity; however, any related profit and loss effects are recognized as incurred.
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(j) Stock-Based Compensation
We follow ASC 718, Stock Compensation (“ASC 718” ). Under ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the awards granted, and is recognized as expense over the requisite service period.
Our nonqualified stock options have an exercise price equal to the closing price of our common stock on the grant date, with a ten -year contractual term. The expected term for our stock options granted for a majority of the awards granted was estimated based on studies of historical experience and projected exercise behavior. However, for certain awards granted, for which no historical exercise pattern exists, the expected term was estimated using the simplified method. The risk-free interest rate is based on the yield of U.S. Treasury zero coupon securities with a maturity equal to the expected term of the equity award. The volatility factor is calculated using our historical daily closing prices over the most recent period that is commensurate with the expected term of the stock option awards. The expected dividend yield was based on our expected annual dividend rate on the date of grant.
The fair value of our restricted stock is determined using the closing price of our common stock on the grant date. Our restricted stock is not assignable or transferable until it becomes vested. Restricted stock generally has a service vesting period of four years and we recognize the expense ratably over this service vesting period.
Performance share units (“PSU”) vest at the end of a three -year performance period, subject to the recipient’s continued service. Each PSU represents the right to receive one share of our common stock and the ultimate realization is based on our achievement of certain market performance criteria, namely relative total shareholder returns as compared to the S&P 500 index ("TSR-based PSUs"), or certain financial performance conditions, namely incremental return on invested capital ("ROIC-based PSUs"). We determine the grant date fair value of TSR-based PSUs with the assistance of a third -party valuation specialist and based on estimates provided by us. The valuation of our TSR-based PSUs employed the Monte Carlo simulation model, which includes certain key assumptions that were applied to us and our peer group. Those key assumptions included valuation date stock price, expected volatility, correlation coefficients, risk-free rate of return, and expected dividend yield. The valuation date stock price is based on the dividend-adjusted closing price on the grant date. Expected volatility is calculated using historical daily closing prices over a period that is commensurate with the length of the performance period. The correlation coefficients are based on the price data used to calculate the historical volatilities. The risk-free rate of return is based on the yield of U.S. Treasury zero coupon securities with a maturity equal to the length of the performance period. The expected dividend yield was based on our and our peer group’s expected dividend rate over the performance period. We determine the grant date fair value of ROIC-based PSUs based on the closing price of our common stock on the grant date.
We estimate expected forfeitures of equity awards at the date of grant and recognize compensation expense only for those awards expected to vest. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Changes in the forfeiture assumptions may impact the total amount of expense ultimately recognized, as well as the timing of expense recognized over the requisite service period.
Excess tax benefit from exercised stock options, lapsing of restricted stock and PSUs is recorded as an income tax benefit in our accompanying consolidated statements of operations. This tax benefit is calculated as the excess of the intrinsic value of options exercised and of the market value of restricted stock lapsed over the compensation recognized for financial reporting purposes.
(k) Research and Development Costs
Research and development costs, which are primarily related to personnel and related overhead costs incurred in developing new services for customers, are expensed as incurred. Such costs were $ 40.9 million, $ 35.3 million, and $ 36.8 million for the years ended December 31, 2025, 2024, and 2023 , respectively, and were included in "Cost of revenues" in our accompanying consolidated statements of operations.
(l) Advertising Costs
Advertising costs, which are primarily associate d with promoting our brand, names and solutions provided, are expensed as incurred. Such costs were $ 9.7 million, $ 9.1 million, and $ 11.9 million for the years ended December 31, 2025, 2024, and 2023 , respectively, and were included in "Selling, general and administrative" in our accompanying consolidated statements of operations.
(m) Income Taxes
We account for income taxes under the asset and liability method under ASC 740, Income Taxes (“ASC 740” ), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
Deferred tax assets are recorded to the extent these assets are more likely than not to be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial operations. Valuation allowances are recognized to reduce deferred tax assets if it is determined to be more likely than not that all or some of the potential deferred tax assets will not be realized.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We follow ASC 740 - 10, Income Taxes (“ASC 740 - 10” ) , which clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 - 10 provides that a tax benefit from an uncertain tax position may be recognized based on the technical merits when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes. Income tax positions must meet a more likely than not recognition threshold in accordance with ASC 740 - 10. This standard also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in our accompanying consolidated statements of operations. Accrued interest and penalties are included within “Other liabilities” on our accompanying consolidated balance sheets.
(n) Earnings Per Share
Basic and diluted earnings per share (“EPS”) are determined in accordance with ASC 260, Earnings per Share , which specifies the computation, presentation and disclosure requirements for EPS. Basic EPS excludes all dilutive common stock equivalents. It is based upon the weighted average number of common shares outstanding during the period. Diluted EPS, as calculated using the treasury stock method, reflects the potential dilution that would occur if our dilutive outstanding stock options and stock awards were issued.
(o) Pension and Postretirement Benefits
We account for our pension and postretirement benefits under ASC 715, Compensation — Retirement Benefits (“ASC 715” ). ASC 715 requires the recognition of the funded status of a benefit plan in the balance sheet, the recognition in other comprehensive income (loss) of gains or losses and prior service costs arising during the period, but which are not included as components of periodic benefit cost or credit, and the measurement of defined benefit plan assets and obligations as of the balance sheet date. We utilize a valuation date of December 31.
(p) Product Warranty Obligations
We provide warranty coverage for certain of our solutions. We recognize a product warranty obligation when claims are probable and can be reasonably estimated. As of December 31, 2025 and 2024 , product warranty obligations were not material.
(q) Loss Contingencies
We accrue for costs relating to litigation, claims, and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates are based on management’s judgment. Actual amounts paid may differ from amounts estimated, and such differences will be charged to operations in the period in which the final determination of the liability is made.
In the ordinary course of business, we enter into numerous agreements that contain standard indemnities whereby we indemnify another party for breaches of confidentiality, infringement of intellectual property or gross negligence. Such indemnifications are primarily granted under licensing of computer software. Most agreements contain provisions to limit the maximum potential amount of future payments that we could be required to make under these indemnifications; however, we are not able to develop an estimate of the maximum potential amount of future payments to be made under these indemnifications as the triggering events are not subject to predictability.
(r) Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of acquisition costs over the fair value of tangible net assets and identifiable intangible assets of our businesses acquired. Goodwill and intangible assets deemed to have indefinite lives are not amortized. Intangible assets determined to have finite lives are amortized over their useful lives. Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of June 30, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. When evaluating goodwill for impairment, we may decide to first perform a qualitative assessment, or “Step Zero” impairment test, to determine whether it is more likely than not that impairment has occurred. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying amount of our reporting units exceeds their fair value, we perform a quantitative assessment and calculate the estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of that goodwill, an impairment loss is recognized.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(s) Recent Accounting Pronouncements
Accounting Standard
Description
Effective Date
Effect on Consolidated Financial Statements or Other Significant Matters
Income Taxes (Topic 740 ) In December 2023, the FASB issued Accounting Standards Update "ASU" No. 2023 - 09, Improvements to Income Tax Disclosures (ASU No. 2023 - 09 ) The amendments within ASU No. 2023 - 09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This Update also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. We adopted this standard within our December 31, 2025 Form 10 -K. The amendments have impacted the Company’s income tax disclosures but has no impact on results of operations, cash flows or financial condition.
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ) In November 2024, the FASB issued Accounting Standards Update ("ASU") No. 2024 - 03, Disaggregation of Income Statement Expenses ("ASU No. 2024 - 03" ) The amendments in No. ASU 2024 - 03 require additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. The ASU is effective for the Company’s Annual Report on Form 10 -K for the year ended December 31, 2027, with early adoption permitted. Prospective application is required and retrospective application is permitted. We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.
Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350 - 40 ) In September 2025, the FASB issued Accounting Standards Update ("ASU") No. 2025 - 06, Targeted Improvements to the Accounting for Internal-Use Software ("ASU No. 2024 - 03" ) ASU 2025 - 06 modernizes the accounting for internal-use software under ASC 350 - 40 by aligning it with current development practices, especially agile and iterative methods. It clarifies when to begin capitalizing costs, improves operability across different development approaches, and enhances disclosure requirements. The ASU is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact that the adoption that this standard will have on our consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
3. Cash and Cash Equivalents:
Cash and cash equivalents consist of cash in banks, commercial paper, money-market funds, and other liquid instruments with original maturities of 90 days or less at the time of purchase.
4. Accounts Receivable:
Accounts receivable, net consisted of the following at December 31:
2025
2024
Billed receivables
$ 413.0 $ 421.4
Unbilled receivables
42.4 35.5
Total receivables
455.4 456.9
Less allowance for doubtful accounts
( 33.2 ) ( 22.5 )
Accounts receivable, net
$ 422.2 $ 434.4
5. Concentration of Credit Risk:
Financial instruments that potentiall y expose us to credit risk consist primarily of cash and cash equivalents as well as accounts receivable, net, which are generally not collateralized. We maintain our cash and cash equivalents in higher credit quality financial institutions in order to limit the amount of credit exposure. As of December 31, 2025 and 2024 , a vast majority of our domestic cash and cash equivalents is with JPMorgan Chase N.A. The total domestic cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) to a maximum amount of $ 250.0 thousand per bank as of December 31, 2025 and 2024 .
As of December 31, 2025 and 2024 , we had cash balances on deposit with four banks that exceeded the balance insured by the FDIC limit by approximat ely $ 1,983.8 million and $ 129.0 million, respectively. As of December 31, 2025 and 2024 , we also had cash on deposit with foreign banks of approximately $ 193.1 million and $ 161.0 million, respectively.
We consider the concentration of credit risk associated with our accounts receivable to be commercially reasonable and believe that such concentration does not result in the significant risk of near-term severe adverse impacts. Our top fifty customers represent approximately 42 % of revenues for 2025 , 43 % for 2024 , and 45 % for 2023 , with no individual customer accounting for more than approximately 3 % of revenues for the years ended December 31, 2025 , 2024 , and 2023 . No individual customer comprised more than 6 % and 4 % of accounts receivable as of December 31, 2025 and 2024 , respectively.
6. Revenues:
Disaggregated revenues by typ e of service and by country are provided below for the years ended December 31, 2025, 2024, and 2023 . No individual country outside of the U.S. accounted for more than 10.0% of our consolidated revenues for the years ended December 31, 2025 , 2024 , or 2023 .
2025
2024
2023
Insurance:
Underwriting
$ 2,179.9 $ 2,024.3 $ 1,892.7
Claims
892.8 857.4 788.7
Total revenues
$ 3,072.7 $ 2,881.7 $ 2,681.4
2025
2024
2023
Revenues:
United States
$ 2,522.3 $ 2,386.1 $ 2,238.3
United Kingdom
250.1 214.4 190.1
Other countries
300.3 281.2 253.0
Total revenues
$ 3,072.7 $ 2,881.7 $ 2,681.4
Contract assets are defined as an entity's right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. As of December 31, 2025 and 2024 , we had no contract assets.
Contract liabilities are defined as an entity's obligation to transfer goods or services to a customer for which the entity has received consideration (or an amount of consideration is due) from the customer. As of December 31, 2025 and 2024 , we had contract liabilities that primarily related to unsatisfied performance obligations to provide customers with the right to use and update the online content over the remaining contract term of $ 446.2 million and $ 451.1 million, respectively. Contract liabilities, which are current and noncurrent, are included in "Deferred revenues" and "Other noncurrent liabilities" in our consolidated balance sheets, respectively, as of December 31, 2025 and 2024 .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following is a summary of the change in contract liabilities from December 31, 2023 through December 31, 2025 :
Contract liabilities at December 31, 2023
$ 375.1
Revenue
( 2,881.7 )
Additions to contract liabilities
2,956.9
Foreign currency translation adjustment
0.8
Contract liabilities at December 31, 2024
451.1
Revenue
( 3,072.7 )
Additions to contract liabilities
3,065.5
Foreign currency translation adjustment
2.3
Contract liabilities at December 31, 2025
$ 446.2
Our most significant remaining performance obligations relate to providing customers with the right to use and update the online content over the remaining contract term. Our disclosure of the timing for satisfying the performance obligation is based on the requirements of contracts with customers. However, from time to time, these contracts may be subject to modifications, impacting the timing of satisfying the performance obligations. These performance obligations, which are expected to be satisfied within one year, comprised approximately 99 % and 98 % of the balance as of December 31, 2025 and 2024 , respectively.
We recognize an asset for incremental costs of obtaining a contract with a customer if we expect the benefits of those costs to be longer than one year. As of December 31, 2025 and 2024 , we had deferred commissions of $ 77.5 million and $ 78.5 million, respectively, which have been included in " Prepaid expenses" and "Other noncurrent assets" in our accompanying consolidated balance sheets.
7. Fair Value Measurements:
Certain assets and liabilities are reported at fair value in our accompanying consolidated balance sheets. Such assets and liabilities include amounts for both financial and non-financial instruments. To increase consistency and comparability of assets and liabilities recorded at fair value, ASC 820 - 10 established a three -level fair value hierarchy to prioritize the inputs to valuation techniques used to measure fair value. ASC 820 - 10 requires disclosures detailing the extent to which companies' measure assets and liabilities at fair value, the methods and assumptions used to measure fair value, and the effect of fair value measurements on earnings. In accordance with ASC 820 - 10, we applied the following fair value hierarchy:
Level 1 — Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded instruments.
Level 2 — Assets and liabilities valued based on observable market data for similar instruments.
Level 3 — Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed, and considers risk premiums that a market participant would require.
The fair value of cash and cash equivalents, acc ounts receivable, accounts payable and accrued liabilities, and short-term debt approximate their carrying amounts because of the short-term nature of these instruments. Our investments in registered investment companies, which are Level 1 assets measured at fair value on a recurring basis, were $ 0.7 million and $ 1.2 million as of December 31, 2025 and 2024 , respectively. Our investments in registered investment companies are valued using quoted prices in active markets multiplied by the number of shares owned and were included in "Other current assets" in our accompanying consolidated balance sheets.
We elected not to carry our long-term debt at fair value. The carrying value of our long-term debt represents the amortized cost, inclusive of unamortized premium, and net of unamortized discount and debt issuance costs. We assess the fair value of these financial instruments based on an estimate of interest rates available to us for financial instruments with similar features, our current credit rating, and spreads applicable to us. The following table summarizes the carrying value and estimated fair value of these financial instruments as of December 31, 2025 and 2024 , respectively:
2025
2024
Fair Value
Carrying
Estimated
Carrying
Estimated
Hierarchy
Value
Fair Value
Value
Fair Value
Financial instrument not carried at fair value:
Senior Notes (Note 15)
Level 2
$ 4,715.4 $ 4,670.6 $ 3,021.0 $ 2,866.5
As of December 31, 2025 and 2024 , we had securities without readily determinable market values of $ 198.9 million and $ 195.3 million, respectively, which were accounted for at cost. We do not have the ability to exercise significant influence over the investees’ operating and financial policies or do not hold investments in common stock or in-substance common stock in such entities. As of December 31, 2025 and 2024 , we also had investments in private companies of $ 29.8 milli on and $ 27.0 million, respectively, accounted for in accordance with ASC 323 - 10 - 25, The Equity Method of Accounting for Investments in Common Stock ("ASC 323 - 10 - 25" ) as equity method investments. All such investments were included in "Other noncurrent assets" in our accompanying consolidated balance sheets. For the years ended December 31, 2025 and 2024 , there was no provision for credit losses related to these investments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
8. Leases:
We have operating and finance leases for corporate offices, data centers, and certain equipment that are accounted for under ASC 842. The lease term for our corporate headquarters ends in 2033 and includes the options to extend for one 10 -year renewal period and two 5 -year renewal periods. Extension and termination options are considered in the calculation of our ROU assets and lease liabilities when we determine it is reasonably certain that we will exercise those options.
The following table presents the consolidated lease cost and cash paid for amounts included in the measurement of lease liabilities for finance and operating leases for the years ended December 31, 2025 and 2024 :
2025
2024
Lease cost:
Operating lease cost (1)
$ 30.4 $ 32.7
Sublease income
( 4.4 ) ( 4.0 )
Finance lease cost:
Depreciation of finance lease assets (2)
21.1 19.4
Interest on finance lease liabilities (3)
1.9 2.3
Total lease cost
$ 49.0 $ 50.4
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases
$ ( 34.5 ) $ ( 34.5 )
Operating cash outflows from finance leases
$ ( 1.9 ) $ ( 2.3 )
Financing cash outflows from finance leases
$ ( 23.1 ) $ ( 21.9 )
_______________
( 1 ) Included in "Cost of revenues" and "Selling, general and, administrative" in our accompanying consolidated statements of operations
( 2 ) Included in "Depreciation and amortization of fixed assets" in our accompanying consolidated statements of operations
( 3 ) Included in "Interest expense, net" in our accompanying consolidated statements of operations
The following table presents weighted-average remaining lease terms and weighted-average discount rates for the consolidated finance and operating leases for the years ended December 31, 2025 and 2024 :
2025
2024
Weighted-average remaining lease term - operating leases (in years)
6.1 7.0
Weighted-average remaining lease term - finance leases (in years)
2.5 3.0
Weighted-average discount rate - operating leases
3.8 % 4.2 %
Weighted-average discount rate - finance leases
4.3 % 4.2 %
Our ROU assets and lease liabilities for finance leases we re $ 29.7 million and $ 23.6 million, respectively, as of December 31, 2025 . Our ROU assets and lease liabilities for finance leases were $ 47.7 million and $ 41.4 million, respectively, as of December 31, 2024 . Our ROU assets for finance leases were included in "Fixed assets, net" in our a ccompanying consolidated balance sheets. Our lease liabilities for finance leases were included in " Short-term debt and current portion of long-term debt " and " Long-term debt " in our accompanying consolidated balance sheets (See Note 15 . Debt).
Maturities of the continuing lease liabilities for the years through 2031 and thereafter are as follows:
Years Ending
Operating Leases
Finance Leases
2026
$ 32.4 $ 12.7
2027
32.0 9.6
2028
30.4 4.8
2029
29.0 -
2030
27.2 -
2031 and thereafter
34.4 -
Total lease payments
185.4 27.1
Less: Amount representing interest
( 22.2 ) ( 3.5 )
Present value of total lease payments
$ 163.2 $ 23.6
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
9. Fixed Assets:
The following is a summary of fixed assets:
Useful Life (in years)
Cost
Accumulated Depreciation and Amortization
Net
December 31, 2025
Furniture and office equipment
3 - 10 $ 168.0 $ ( 151.3 ) $ 16.7
Leasehold improvements
Lease term 96.2 ( 68.1 ) 28.1
Purchased software
3 59.8 ( 57.4 ) 2.4
Software development costs
3 1,558.1 ( 1,052.2 ) 505.9
Leased equipment
3 - 4 128.3 ( 98.6 ) 29.7
Total fixed assets
$ 2,010.4 $ ( 1,427.6 ) $ 582.8
December 31, 2024
Furniture and office equipment
3 - 10 $ 164.2 $ ( 144.8 ) $ 19.4
Leasehold improvements
Lease term
101.4 ( 62.3 ) 39.1
Purchased software
3 58.2 ( 55.6 ) 2.6
Software development costs
3 1,334.8 ( 837.4 ) 497.4
Leased equipment
3 - 4 125.0 ( 77.6 ) 47.4
Total fixed assets
$ 1,783.6 $ ( 1,177.7 ) $ 605.9
D epreciation and amortization of fixed assets for the years ended December 31, 2025, 2024, and 2023 were $ 259.2 million, $ 233.6 million, and $ 206.8 million, of which $ 219.4 million, $ 193.5 million, and $ 165.5 million related to amortization of the internal-use software development costs, respectively. Amortization expense related to the development of software for sale was $ 0.0 million, $ 1.2 million, and $ 4.8 million for the years ended December 31, 2025, 2024, and 2023 , respectively. We had unamortized software development costs that had been capitalized in accordance with ASC 350 - 40 of $ 505.9 million and $ 497.4 million as of December 31, 2025 and 2024 , respectively. We did not have unamortized software development costs that had been capitalized for the development of software for sale as of December 31, 2025 and 2024 . Leased equipment include amounts held under finance leases for automobiles, computer software, and computer equipment.
Impairments to long-lived assets for the year ended December 31, 2025 and 2024 were $ 2.2 million and $ 7.6 million, respectively, and are included in "Selling, general and administrative" within our accompanying consolidated statements of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
10. Acquisitions:
Merger Agreement Termination
On July 29, 2025, we entered into a definitive agreement to acquire ExactLogix, Inc. ("Accu Lynx") for $2.35 billion in cash. AccuLynx is the leading SaaS platform providing end-to-end business management workflow for residential property contractors with expertise in roofing. On December 26, 2025, we delivered a notice to terminate our definitive agreement to acquire AccuLynx following the notification by the U.S. Federal Trade Commission that it had not completed its review of the transaction by the December 26, 2025 termination date set forth in the agreement.
2025 Acquisitions
On July 17, 2025, we completed the acquisition of SuranceBay, LLC ("SuranceBay"), a leading provider of producer licensing, onboarding, appointment and compliance solutions for the life and annuity industry for $ 163.1 million in cash, of which $ 2.7 million represents indemnity escrows. This acquisition underscores our commitment to streamlining and automating the process of buying and selling insurance, and to supporting a robust life and annuity ecosystem with solutions that enhance workflows among carriers, general agencies, insurance agencies and consumers.
On April 2, 2025, we completed the acquisition of 100 percent of the stock of Nasdaq subsidiary Simplitium Limited ("Simplitium") for a cash purchase price of $ 19.7 million. The acquisition provides Verisk clients with access to over 300 third -party models, providing unique, niche views of risk across the globe. The acquisition furthers our expansion in Europe and our goal of helping insurers and claims service providers leverage more holistic data and technology tools to enhance the claims experience.
The preliminary purchase price allocation of the 2025 acquisitions resulted in the following:
SuranceBay
Simplitium
Total
Cash and cash equivalents
$ 4.6 $ 0.3 $ 4.9
Accounts receivable
1.6 3.4 5.0
Prepaid assets
— 0.6 0.6
Other noncurrent assets
2.7 — 2.7
Intangible assets
80.6 9.8 90.4
Goodwill
81.8 11.9 93.7
Total assets acquired
171.3 26.0 197.3
Accounts payable and accrued liabilities
0.3 0.7 1.0
Deferred revenues
0.6 2.7 3.3
Income tax payable
— 0.1 0.1
Deferred income tax liability
— 2.5 2.5
Other liabilities
2.7 — 2.7
Total liabilities assumed
3.6 6.0 9.6
Net assets acquired
167.7 20.0 187.7
Less: cash acquired
4.6 0.3 4.9
Net cash purchase price
$ 163.1 $ 19.7 $ 182.8
The preliminary amounts assigned to intangible assets by type for the 2025 acquisitions are summarized in the table below:
Weighted Average Useful Life (in years)
Total
Technology-based
8
$ 36.7
Marketing-related
5
0.9
Customer-related
13
52.8
Total intangible assets
$ 90.4
The preliminary allocations of the purchase price for the 2025 acquisitions with less than a year of ownership are subject to revisions as additional information is obtained about the facts and circumstances that existed as of each acquisition date. The revisions may have a significant impact on our consolidated financial statements. The allocations of the purchase price will be finalized once all the information that was known as of the acquisition date is obtained and analyzed, but not to exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to income and non-income taxes, deferred revenues, the valuation of intangible assets acquired, and residual goodwill. The goodwill associated with our acquisition includes the acquired assembled workforce, the value associated with the opportunity to leverage the work force to continue to develop the technology and content assets, as well as our ability to grow through adding additional customer relationships or new solutions in the future. Of the $ 93.7 million in goodwill associated with our acquisitions, $ 11.9 million is not deductible for tax purposes. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon our valuation model and historical experiences with entities with similar business characteristics.
For the year ended December 31, 2025, we incurred transaction costs of $ 13.1 million, of which $ 12.2 million represents the transaction costs incurred as a result of the termination of our definitive agreement to acquire AccuLynx. The transaction costs were included within "Selling, general and administrative" in our accompanying consolidated statements of operations.
SuranceBay contributed revenues and net income of $ 10.4 million and $ 3.5 million, respectively, for the year ended December 31, 2025.
Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of SuranceBay occurred at the beginning of fiscal year 2024. The pro forma information for the years ended December 31, 2025 and 2024 presented below is based on estimates and assumptions, which we believe to be reasonable but not necessarily indicative of the consolidated financial position or results of operations in future period or the results that actually would have been realized had this acquisition been completed at the beginning of fiscal year 2024. The unaudited pro forma information does not give effect to any anticipated cost savings, operating efficiencies, or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by us to integrate the assets and operations of SuranceBay.
2025
2024
Pro forma revenues
$ 3,093.5 $ 2,899.0
Pro forma net income
911.2 961.1
Pro forma basic net income per share
6.52 6.76
Pro forma diluted net income per share
6.50 6.73
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2024 Acquisition
On January 8, 2024, we completed the acquisition of 100 percent of Rocket Enterprise Solutions GmbH ("Rocket") for a net cash purchase price of $ 10.1 million, of which $ 2.2 million represents a deferred payment and $ 0.3 million represents a holdback payment. The majority of the purchase price was allocated to goodwill as we did not incur any material liabilities. Rocket’s strong property claims and underwriting technology has been widely adopted by many of the largest insurers and service providers across Germany and Austria. Rocket has become a part of our claims category. The acquisition, which follows a strategic investment by Verisk in Rocket in 2022, will further Verisk's expansion in Europe and the Company’s goal of helping insurers and claims service providers leverage more holistic data and technology tools to enhance the claims experience.
The $ 10.6 million in goodwill associated with our acquisition is not deductible for tax purposes. The amounts assigned to intangible assets by type for this acquisition were based upon our valuation model and historical experiences with entities with similar business characteristics. For the year ended December 31, 2024, we incurred transaction costs of $ 0.3 million, included within "Selling, general and administrative" in our accompanying consolidated statemen ts of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2023 Acquisitions
On April 20, 2023, we acquired Krug Sachverständigen GmbH ("Krug") for a net cash purchase price of $ 43.3 million including working capital adjustments, of which $ 3.8 million represents indemnity escrows. Krug is a Germany-based motor claims solutions provider and has established an industry-leading position in the German insurance market through highly digitalized solutions that help insurers and car manufacturers achieve better and faster customer service, leading to sustainable reductions in costs. The acquisition expands our claims and casualty offerings across Europe. Krug has become a part of our claims category within our Insurance segment.
On February 1, 2023, we acquired 100 percent of the stock of Mavera Holding AB ("Mavera") for a net cash purchase price of $ 28.3 million, of which $ 4.2 million represents indemnity escrows. Mavera, a Sweden-based InsurTech firm with a regional presence and established customer base for its personal injury claims management platform, has become a part of the claims category within our Insurance segment. Mavera will support our expansion in continental Europe and our continued growth as a technology and analytics partner to the global insurance industry.
The "Other" column includes other immaterial acquisitions that have occurred during the period. The preliminary purchase price allocation of the 2023 acquisitions resulted in the following:
Krug
Other
Total
Cash and cash equivalents
$ 7.0 $ 1.0 $ 8.0
Accounts receivable
1.8 0.8 2.6
Other current assets
3.8 0.1 3.9
Fixed assets
0.2 0.1 0.3
Operating lease right-of-use assets, net
— 0.2 0.2
Intangible assets
15.1 18.4 33.5
Goodwill
33.1 22.8 55.9
Total assets acquired
61.0 43.4 104.4
Accounts payable and accrued liabilities
5.8 2.1 7.9
Operating lease liabilities
— 0.1 0.1
Deferred income tax, net
4.8 3.9 8.7
Other noncurrent liabilities
0.1 1.4 1.5
Total liabilities assumed
10.7 7.5 18.2
Net assets acquired
50.3 35.9 86.2
Less: cash acquired
7.0 1.0 8.0
Net cash purchase price
$ 43.3 $ 34.9 $ 78.2
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The final amounts assigned to intangible assets by type for our 2023 acquisitions are summarized in the table below:
Weighted Average Useful Life (in years) Total
Technology-based
5 $ 9.9
Marketing-related
2 0.5
Customer-related
13 23.1
Total intangible assets
$ 33.5
The $ 55.9 million in goodwill associated with our acquisitions is not deductible for tax purposes.
The amounts assigned to intangible assets by type for these acquisitions were based upon our valuation model and historical experiences with entities with similar business characteristics.
For the year ended December 31, 2023, we incurred transaction costs of $ 2.5 million, included within "Selling, general and administrative" in our accompanying consolidated statements of operations.
Acquisition Escrows and Related Liabilities
Pursuant to the related acquisition agreements, we funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition dates, as well as a portion of the contingent payment. During the years ended December 31, 2025 and 2024 , we re leased $ 0.0 million and $ 3.8 million of indemnity escrows related to various acquisitions. At December 31, 2025 and 2024 , the escrows amounted to $ 2.7 million and $ 0.0 million and are included in "Other noncurrent assets" in our accompanying consolidated balance sheets.
As of December 31, 2025 , t he acquisitions of Mavera, Morning Data Limited ("Morning Data"), and Data Driven Safety, LLC ("Data Driven Safety") included acquisition-related contingent payments, for which the sellers of these acquisitions could receive additional payments by achieving the specific predetermined revenue, EBITDA margin, and/or cash EBITDA earn-out targets for exceptional performance . The current liability for acquisition-related contingent payments was $ 9.6 million and $ 0.0 million as of December 31, 2025 and 2024 , respectively . The noncurrent liability for acquisition-related contingent payments was $ 0.0 million and $ 2.2 million a s of December 31, 2025 and 2024 , respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. Dispositions and Discontinued Operations:
2025 Disposition
On December 31, 2025, we sold our Verisk Marketing Solutions business to ActiveProspect, Inc. ("ActiveProspect"), backed by Five Elms Capital Management, LLC, for a net cash sale price of $ 80.0 million plus customary closing adjustments. The Verisk Marketing Solutions business provides leading marketing solutions for customers in both insurance and non-insurance industries. The sale resulted in a loss of $ 18.4 million that was included within " Other operating loss " in the accompanying consolidated statements of operations for the year ended December 31, 2025.
The major classes of assets and liabilities disposed of, reflected in our consolidated balance sheets as of December 31, 2025, are presented below:
2025
Cash and cash equivalents
$ 4.8
Accounts receivable, net
5.7
Prepaid expenses
2.5
Income taxes receivable
0.1
Other current assets
0.1
Current assets
13.2
Fixed assets, net
14.4
Operating lease right-of-use assets, net
1.5
Intangible assets, net
85.0
Goodwill
3.9
Other noncurrent assets
2.7
Noncurrent assets
107.5
Total assets
$ 120.7
Accounts payable and accrued liabilities
$ 3.3
Deferred revenues
6.6
Operating lease liabilities
0.3
Current liabilities
10.2
Deferred income tax liabilities
13.2
Operating lease liabilities
2.0
Noncurrent liabilities
15.2
Total liabilities
$ 25.4
2024 Disposition
In December 2024, we sold Atmospheric and Environmental Research ("AER") for $ 7.1 million. The sale resulted in a loss of $ 12.1 million that was included within "Other operating (loss) income" in the accompanying consolidated statements of operations for the year ended December 31, 2024.
Discontinued Operations
On February 1, 2023, we completed the sale of our Energy business to Planet Jersey Buyer Ltd, an entity that was formed on behalf of, and is controlled by, The Veritas Capital Fund VIII, L.P. and its affiliated funds and entities (“Veritas Capital”), for a net cash sale price of $ 3,066.4 million paid at closing (reflecting a base purchase price of $ 3,100.0 million, subject to customary purchase price adjustments for, among other things, the cash, working capital, and indebtedness of the companies as of the closing) and up to $ 200.0 million of additional contingent cash consideration based on Veritas Capital’s future return on its investment paid through a Class C Partnership interest. We recognized a loss of $ 131.1 million on the sale in 2023.
The Energy business, which was part of our Energy and Specialized Markets segment, was classified as discontinued operations per ASC 205 - 20 as we determined, qualitatively and quantitatively, that this transaction represented a strategic shift that had a major effect on our operations and financial results. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations for all periods presented.
The following table presents the financial results from discontinued operations, net of income taxes in our consolidated statement of income for the periods indicated:
For the Year Ended December 31,
2025
2024
2023
Revenues
$ - $ - $ 46.8
Operating expenses:
Cost of revenues (exclusive of items shown separately below)
- - 18.2
Selling, general and administrative
- - 33.2
Other operating loss
- - 131.1
Total operating expenses
- - 182.5
Operating loss
- - ( 135.7 )
Other expense:
Investment loss and others, net
- - ( 5.7 )
Total other expense, net
- - ( 5.7 )
Loss from discontinued operations before income taxes
- - ( 141.4 )
Income tax benefit (expense)
- 6.8 ( 12.6 )
Income (loss) from discontinued operations, net of income taxes
$ - $ 6.8 $ ( 154.0 )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The consolidated statements of cash flows have not been adjusted to separately disclose cash flows related to discontinued operations. The following table presents selected cash flow information associated with our discontinued operations:
For the Year Ended December 31,
2025
2024
2023
Significant non-cash operating activities:
Operating lease right-of-use assets, net
$ - $ - $ 0.1
Investing activities:
Capital expenditures
- - ( 6.5 )
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
12. Goodwill and Intangible Assets:
The following is a summary of the change in goodwill from January 1, 2024 through December 31, 2025 :
Insurance
Goodwill at January 1, 2024
$ 1,760.8
Acquisitions
10.6
Dispositions
( 15.8 )
Purchase accounting reclassifications
0.3
Foreign currency translation adjustment
( 29.3 )
Goodwill at December 31, 2024
1,726.6
Acquisitions
93.7
Dispositions
( 3.9 )
Purchase accounting reclassifications
0.1
Foreign currency translation adjustment
61.7
Goodwill at December 31, 2025
$ 1,878.2
Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of June 30, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. When evaluating goodwill for impairment, we may decide to first perform a qualitative assessment, or "Step Zero" impairment test, to determine whether it is more likely than not that impairment has occurred. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying amount of our reporting units exceeds their fair value, we perform a quantitative assessment and calculate the estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit's goodwill exceeds the fair value of that goodwill, an impairment loss is recognized. As of June 30, 2025 , we completed our Step Zero impairment test at the reporting unit level and determined it was not more likely than not that the carrying values of our reporting units exceeded their fair values. We did not recognize any impairment charges related to our goodwill and indefinite-lived intangible assets. Subsequent to performing the test, we continued to monitor these reporting units for events that would trigger an interim impairment test; we did not identify such events.
Our intangible assets and related accumulated amortization consisted of the following:
Weighted
Average
Useful Life
Accumulated
(in years)
Cost
Amortization
Net
December 31, 2025
Technology-based
8 $ 352.6 $ ( 285.2 ) $ 67.4
Marketing-related
6 38.3 ( 36.3 ) 2.0
Contract-based
6 5.0 ( 5.0 ) —
Customer-related
13 513.0 ( 239.6 ) 273.4
Database-based
8 15.5 ( 11.7 ) 3.8
Total intangible assets
$ 924.4 $ ( 577.8 ) $ 346.6
December 31, 2024
Technology-based
8 $ 364.9 $ ( 285.3 ) $ 79.6
Marketing-related
6 37.8 ( 35.5 ) 2.3
Contract-based
6 5.0 ( 5.0 ) —
Customer-related
13 529.1 ( 224.0 ) 305.1
Database-based
8 15.1 ( 9.7 ) 5.4
Total intangible assets
$ 951.9 $ ( 559.5 ) $ 392.4
Amortization expense related to intangible assets for the years ended December 31, 2025, 2024, and 2023 wa s $ 67.5 million, $ 72.3 million, and $ 74.6 million, respectively. Estimated amortization expense in future periods through 2031 and thereafter for intangible assets subject to amortization is as follows:
Years Ending
Amount
2026
$ 56.7
2027
48.3
2028
45.9
2029
41.2
2030
37.6
2031 and thereafter
116.9
Total
$ 346.6
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
13. Income Taxes:
Domestic and foreign income before income taxes was as follows:
2025
2024
2023
U.S.
$ 1,115.7 $ 1,201.6 $ 1,021.9
Foreign
55.6 27.0 5.3
Total income before income taxes
$ 1,171.3 $ 1,228.6 $ 1,027.2
The components of the provision for income taxes for the years ended December 31 were as follows:
2025
2024
2023
Current:
Federal
$ 195.3 $ 223.0 $ 226.8
State and local
48.4 67.5 52.0
Foreign
14.7 7.9 9.0
Total current provision for income taxes
258.4 298.4 287.8
Deferred:
Federal
( 0.9 ) ( 17.2 ) ( 23.4 )
State and local
1.8 ( 1.4 ) ( 3.4 )
Foreign
3.7 ( 1.9 ) ( 2.2 )
Total deferred provision for income taxes
4.6 ( 20.5 ) ( 29.0 )
Provision for income taxes
$ 263.0 $ 277.9 $ 258.8
The income taxes paid were as follows:
2025
Federal
$ 144.2
State
59.7
Foreign
14.1
Total
$ 218.0
Excluding federal income taxes, no individual jurisdiction exceeded 5% of total income taxes paid (net of refunds). The amount of cash income taxes paid by the Company during the years ended December 31, 2024 and 2023 was $ 287.7 million and $ 276.0 million, respectively.
A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023 - 09 is as follows:
2025
Amount
Percent
U.S. Federal Statutory Tax Rate
$ 246.0 21.0 %
State and Local Income Taxes, Net of Federal Income Tax Effect (1)
40.4 3.5
Foreign Tax Effects
Other foreign jurisdictions
6.7 0.6
Effect of Changes in Tax Laws or Rates Enacted in the Current Period
- -
Effect of Cross-Border Tax Laws
Other
( 11.0 ) ( 0.9 )
Tax Credits
Other
( 1.7 ) ( 0.2 )
Changes in Valuation Allowances
25.7 2.2
Nontaxable or Nondeductible Items
Share-based payment awards
( 15.3 ) ( 1.3 )
Loss on sale of Marketing Solutions
( 36.0 ) ( 3.0 )
Other
9.7 0.8
Changes in Unrecognized Tax Benefits
0.5 0.0
Other Adjustments
( 2.0 ) ( 0.2 )
Effective Tax Rate
$ 263.0 22.5 %
( 1 ) State taxes in California, Florida, Illinois, New Jersey, New York state and city, and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.
A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S. federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023 - 09 is as follows:
2024
2023
Federal statutory rate
21.0 % 21.0 %
State and local taxes, net of federal tax benefit
4.3 3.7
Impact of dispositions
( 0.2 ) -
Global Intangible Low-taxed Income
0.2 1.3
Stock-based compensation
( 1.9 ) ( 1.8 )
Other
( 0.8 ) 1.0
Effective tax rate
22.6 % 25.2 %
The decrease in the effective tax rate in 2025 compared to 2024 was primarily due to tax benefits recorded in connection with the sale of our Verisk Marketing Solutions business, offset by lower tax benefits from equity compensation in the current period compared with the prior period. The decrease in the effective tax rate in 2024 compared to 2023 was primarily due to tax charges incurred in structuring the sale of our Energy business in the prior year, as well as additional tax benefits recorded for capital losses that we were able to recognize due to capital gains arising from the settlement of our investments in non-public companies in 2024.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The tax effects of significant items comprising our deferred tax assets and liabilities as of December 31 are as follows:
2025
2024
Deferred tax assets:
Employee wages and other benefits
$ 46.6 $ 47.2
Lease liabilities
42.3 46.3
Net operating loss carryover
7.7 7.6
Interest expense
30.6 30.8
Capital loss carryover
24.3 -
Other
26.0 16.1
Total
177.5 148.0
Less valuation allowance
( 27.9 ) ( 4.2 )
Deferred tax assets
149.6 143.8
Deferred tax liabilities:
Right of use assets
( 37.7 ) ( 40.9 )
Fixed assets and intangible assets
( 172.0 ) ( 168.6 )
Commissions
( 19.0 ) ( 19.3 )
Pensions
( 60.5 ) ( 59.2 )
Other
( 17.2 ) ( 13.1 )
Deferred tax liabilities
( 306.4 ) ( 301.1 )
Deferred tax liabilities, net
$ ( 156.8 ) $ ( 157.3 )
The net deferred tax liabilitie s of $ 156.8 million consist prim arily of timing differences involving amortization.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Our net operating loss carryforwards expire as follows:
Years Ending
Amount
2026 - 2033 $ 15.4
2034 - 2038 2.2
2039 - 2045 31.0
Total
$ 48.6
A valuation allowance has been established based on our evaluation of the likelihood of utilizing these benefits before they expire. Other than these items, we have determined, based on our historical operating performance, that our taxable income will more likely than not be sufficient to fully realize the deferred tax assets.
As of December 31, 2025 , we have not made a provision for U.S. or additional foreign withholding taxes for any additional outside basis difference inherent in our foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities is not practicable. We do not rely on these unremitted earnings as a source of funds for our domestic business as we expect to have sufficient cash flow in the U.S. to fund our U.S. operational and strategic needs.
We follow ASC 740 - 10, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. For each tax position, we must determine whether it is more likely than not that the position will be sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation. A tax position that meets the more likely than not recognition threshold is then measured to determine the amount of benefit to recognize within the financial statements. No benefits may be recognized for tax positions that do not meet the more likely than not threshold. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:
2025
2024
2023
Unrecognized tax benefit as of January 1
$ 4.1 $ 2.0 $ 3.2
Gross increase in tax positions in prior period
5.0 2.3 0.8
Gross decrease in tax positions in prior period
- - -
Settlements
- - -
Lapse of statute of limitations
( 0.5 ) ( 0.2 ) ( 2.0 )
Unrecognized tax benefit as of December 31
$ 8.6 $ 4.1 $ 2.0
All unrecognized tax benefits as of December 31, 2025 , 2024 , and 2023 would have a favorable impact on our effective tax rate if recognized in any future periods.
The total gross amount of accrued interest and penalties for the years ended December 31, 2025 , 2024 , and 2023 was $ 1.2 million, $ 0.7 million, and $ 0.2 million, respectively. Our practice is to recognize interest and penalties associated with income taxes as a component of “Provision for income taxes” in our accompanying consolidated statements of operations.
We are subject to tax in the U.S., various state, and foreign jurisdictions, and are routinely under audit by various tax authorities. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-US income tax examinations by tax authorities for tax years before 2020 . We do not expect the results of current examinations to have a material effect on our financial position, results of operations, or cash flow.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
14. Composition of Certain Financial Statement Caption:
The following table presents the components of “Accounts payable and accrued liabilities” as of December 31:
2025
2024
Accounts payable and accrued liabilities:
Accrued salaries, benefits and other related costs
$ 144.0 $ 143.6
Accrued interest
56.6 20.7
Trade accounts payable and other accrued expenses
73.2 72.9
Professional fees
35.7 12.6
Acquisition-related liabilities
9.6 -
Total accounts payable and accrued liabilities
$ 319.1 $ 249.8
The following table presents the components of "Other noncurrent assets" as of December 31:
2025
2024
Other noncurrent assets:
Pension benefits
$ 141.2 $ 125.3
Other assets - prepaid expenses
74.5 87.6
Investments in nonpublic companies
228.8 222.2
Deposits and other
2.5 2.8
Total other noncurrent assets
$ 447.0 $ 437.9
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
15. Debt:
The following table presents short-term and long-term debt by issuance date as of December 31:
Issuance
Maturity
Date
Date
2025
2024
Short-term debt and current portion of long-term debt:
Credit Facilities:
Syndicated revolving credit facility
Various
Various
$ - $ -
Senior Notes:
4.500 % senior notes, less unamortized discount and debt issuance costs of $ 0.0
8/21/2025
8/15/2030 (2)
750.0 -
5.125 % senior notes, less unamortized discount and debt issuance costs of $ 0.0
8/21/2025
2/15/2036 (2)
750.0 -
4.000 % senior notes, less unamortized discount and debt issuance costs of $ 0.0 and $( 0.3 )
5/15/2015
6/15/2025
- 499.7
Finance lease liabilities (1)
Various
Various
8.9 14.5
Short-term debt and current portion of long-term debt
1,508.9 514.2
Long-term debt:
Senior notes:
4.125 % senior notes, inclusive of unamortized premium, and net of unamortized discount and debt issuance costs of $ 4.8 and $ 6.3 , respectively
3/6/2019
3/15/2029
604.8 606.3
5.500 % senior notes, less unamortized discount and debt issuance costs of $( 3.5 ) and $( 3.7 ), respectively
5/15/2015
6/15/2045
346.5 346.3
3.625 % senior notes, less unamortized discount and debt issuance costs of $( 8.9 ) and $( 9.2 ), respectively
5/13/2020
5/15/2050
491.1 490.8
5.750 % senior notes, less unamortized discount and debt issuance costs of $( 7.0 ) and $( 7.9 ), respectively
3/3/2023
4/1/2033
493.0 492.1
5.250 % senior notes, less unamortized discount and debt issuance costs of $( 12.7 ) and $( 14.2 ), respectively
6/5/2024
6/5/2034
587.3 585.8
5.250 % senior notes, less unamortized discount and debt issuance costs of $( 7.3 )
3/11/2025
3/15/2035
692.7 -
Finance lease liabilities (1)
Various
Various
14.7 26.9
Syndicated revolving credit facility debt issuance costs
Various
Various
( 1.8 ) ( 1.3 )
Long-term debt
3,228.3 2,546.9
Total debt
$ 4,737.2 $ 3,061.1
_______________
( 1 ) Refer to Note 8 . Leases
( 2 ) Refer below for details on the classification of the 2030 Senior and 2036 Senior Notes
Accrued interest associated with our outstand ing debt obligations was $ 56.6 million and $ 20.7 million as of December 31, 2025 and 2024 , respectively, and included in “Accounts payable and accrued liabilities” within our accompanying consolidated balance sheets. Interest expense associated with our finance lease and outstanding debt obligations, including amortization of debt issuance costs and original discounts, wa s $ 209.4 m illion, $ 140.3 million, and $ 131.3 million for the years ended December 31, 2025, 2024, and 2023 , respectively.
Senior Notes
As of December 31, 2025 and 2024 , we had senior notes with an aggregate principal amount of $ 4,750.0 million and $ 3,050.0 million outstanding, respectively, and were in compliance with our financial and other debt covenants.
On March 11, 2025, we completed an issuance of $ 700.0 million aggregate principal amount of 5.250 % senior notes due 2035 (the "2035 Senior Notes"). The 2035 Senior Notes will mature on March 15, 2035 and accrue interest at a fixed rate of 5.250 % per annum. Interest is payable semiannually on March 15 and September 15 of each year, beginning September 15, 2025. The 2035 Senior Notes were issued at a discount of $ 1.7 million and we incurred debt issuance costs of $ 6.2 million. The original issuance discount and debt issuance costs were recorded in "Long-term debt" in the accompanying consolidated balance sheets and these costs will be amortized to "Interest expense, net" in the accompanying consolidated statements of operations over the life of the 2035 Senior Notes. In April 2025, we used a portion of the net proceeds of this offering to repay our 4.000 % Senior Notes due 2025 (the “2025 Senior Notes”), which had an aggregate principal amount of $ 500.0 million. We intend to use the remaining net proceeds for general corporate purposes. The indenture governing the 2035 Senior Notes restricts our ability to, among other things, create certain liens, enter into sale/leaseback transactions and consolidate with, sell, lease, convey or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity.