FULLTEXT DEL 3 AV 3
10-K – 2026-02-18 – vrsk20251231_10k.htm
On August 21, 2025, we completed an issuance of $ 750.0 million aggregate principal amount of 4.500 % senior notes due 2030 (the "2030 Senior Notes") and $ 750.0 million aggregate principal amount of 5.125 % senior notes due 2036 (the "2036 Senior Notes"). The 2030 Senior Notes were issued at a discount of $ 0.4 million and we incurred debt issuance costs of $ 6.0 million. The 2036 Senior Notes were issued at a discount of $ 1.7 million and we incurred debt issuance costs of $ 6.4 million. The original issuance discount and debt issuance costs were recorded in "Short-term debt and current portion of long-term debt" in the accompanying consolidated balance sheets and these costs will be amortized to "Interest expense, net" in the accompanying consolidated statements of operations over the life of the 2030 and 2036 Senior Notes. We had intended to use the net proceeds of these offerings to finance the purchase price of the acquisition of AccuLynx and to pay related fees and expenses. As noted below under "Special Mandatory Redemption" we have redeemed the 2030 and 2036 Senior Notes in full.
Special Mandatory Redemption
On July 29, 2025, we entered into a definitive agreement to acquire ExactLogix, Inc. ("AccuLynx"). The indenture governing the 2030 Senior Notes and 2036 Notes, which were issued in connection with the AccuLynx acquisition, included a special mandatory redemption provision requiring us to redeem the 2030 Senior Notes and 2036 Senior Notes in full upon the occurrence of certain events, including the termination of the acquisition agreement. Upon the termination of the acquisition agreement in accordance with its terms on December 26, 2025, this provision was triggered and we notified the trustee on December 29, 2025 that we will redeem the $ 1,500.0 million aggregate principal amount of the 2030 Senior Notes and 2036 Senior Notes in full at the special mandatory redemption price, equal to 101 % of the principal amount of such notes plus accrued and unpaid interest to the redemption date. As a result, we recognized a total loss of $ 33.9 million related to the redemption of the 2030 Senior Notes and 2036 Senior Notes consisting of a 1.0 % redemption premium of $15.0 million charged to "Net (loss) gain on early extinguishment of debt" and the amortization of deferred issuance costs and original issuance discounts of $18.9 million to "Interest expense, net" within the accompanying consolidated statements of operations. Although the redemption obligation was triggered and the related loss was recognized prior to December 31, 2025, the redemption and cash settlement of the 2030 Senior Notes and 2036 Senior Notes did not occur until January 6, 2026 ( See Note 22 . Subsequent Events). As a result, the 2030 and 2036 Senior Notes were classified as current liabilities as of December 31, 2025.
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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Credit Facilities
We had a syndicated revolving credit facility ("Syndicated Revolving Credit Facility") with a borrowing capacity of $ 1,000.0 million with Bank of America N.A., HSBC Bank USA, N.A., JP Morgan Chase Bank, N.A., Wells Fargo Bank, National Association, Citibank, N.A., Morgan Stanley Bank, N.A., TD Bank, N.A., Goldman Sachs Bank USA, and the Northern Trust Company with a maturity date of April 5, 2028. On August 15, 2025, we entered into the Third Amended and Restated Credit Agreement (the "Amendment and Restatement") which amended and restated the Syndicated Revolving Credit Facility. The Amendment and Restatement increased our borrowing capacity to $ 1,250.0 million and extended the maturity date of the Syndicated Revolving Credit Facility to August 15, 2030. Interest on borrowings under the Amendment and Restatement is payable at an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. A commitment fee on any unused commitment is payable periodically and 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, and 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, net" within the accompanying consolidated statements of operations over the remaining life of the Syndicated Revolving Credit Facility. As of December 31, 2025 , we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. As of December 31, 2025 and December 31, 2024, the available capacity under the Syndicated Revolving Credit Facility was $ 1,245.4 million and $ 995.4 million, respectively, which takes into account outstanding letters of credit of $ 4.6 million in both years.
On August 15, 2025, we also entered into a $ 750.0 million Term Credit Agreement (the "Term Loan Facility") with Bank of America N.A. The Term Loan Facility had a maturity date of August 15, 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 will be amortized to "Interest expense, net" within the accompanying consolidated statements of operations over the remaining life of the Term Loan Facility. Pursuant to the terms of the Term Credit Agreement, the Term Loan Facility included a termination or reduction of commitments provision pursuant to which the lenders' commitments were subject to automatic termination upon the occurrence of the commitment termination date, which occurred on December 26, 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.
Debt Maturities
The following table reflects our debt maturities:
Years Ending
Amount
2026
$ 1,511.2
2027
8.3
2028
4.0
2029
600.0
2030
-
2031 and thereafter
2,650.0
Total
$ 4,773.5
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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
16. Stockholders’ Equity:
We have 2,000,000,000 shares of authorized common stock as of December 31, 2025 and 2024 . The common shares have rights to any dividend declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all eleven members of our Board of Directors. At December 31, 2025, 2024, and 2023 , the adjusted closing price of our common stock was $ 223.69 , $ 275.43 , and $ 238.86 per share, respectively.
We have 80,000,000 shares of authorized preferred stock, par value $ 0.001 per share. The preferred shares have preferential rights over the common shares with respect to dividends and net distribution upon liquidation. We did not issue any preferred shares as of December 31, 2025 and 2024 .
On February 19, 2025, April 30, 2025, July 23, 2025, and October 22 , 2025, our Board approved a cash dividend of $ 0.45 per s hare of common stock issued and outstanding to the holders of record as of March 14, 2025, June 13, 2025, September 15, 2025, and December 15, 2025, respectively. Cash dividends of $ 251.1 million and $ 221.3 million were paid during the years ende d December 31, 2025 and 2024 , respectively, and recorded as a reduction to retained earnings.
Share Repurchase Program
In November 2024, March 2025, May 2025, and August 2025, we entered into Accelerated Share Repurchase ("ASR") agreements (the "November 2024 ASR Agreement", "March 2025 ASR Agreement", "May 2025 ASR Agreement", and "August 2025 ASR Agreement", respectively) to repurchase shares of our common stock for an aggregate purchase price of $ 300.0 million, $ 200.0 million, $ 100.0 million, and $ 50.0 million with Citibank, N.A. for the November 2024 ASR Agreement and March 2025 ASR Agreement, Goldman Sachs & Co. LLC for the May 2025 ASR Agreement, and HSBC Bank USA, National Association for the August 2025 ASR Agreement. Each ASR agreement is accounted for as a treasury stock transaction and forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase prices on November 13, 2024, March 11, 2025, May 20, 2025, and August 13, 2025, we received initial deliveries of 885,663 , 570,470 , 270,399 , and 163,462 shares of our common stock, respectively. Upon the final settlements of the November 2024 ASR Agreement, March 2025 ASR Agreement, May 2025 ASR Agreement, and August 2025 ASR Agreement in January 2025, April 2025, June 2025, and September 2025, we received 189,909 , 123,766 , 52,614 , and 26,179 additional shares, respectively, as determined based on the volume weighted average share prices of our common stock, less a discount, of $ 278.92 , $ 288.09 , $ 309.58 , and $ 263.66 per share during the term of the November 2024 ASR Agreement, March 2025 ASR Agreement, May 2025 ASR Agreement, and August 2025 ASR Agreement, respectively. The forward stock purchase agreements are classified as equity instruments under ASC 815 - 40, Contracts in Entity's Own Equity ("ASC 815 - 40" ) and deemed to have a fair value of zero at the respective effective date. The aggregate purchase price was recorded as a reduction to stockholders' equity in our consolidated statements of changes in stockholders' equity for the year ended December 31, 2025 . These repurchases for the year ended December 31, 2025 resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").
In addition to the ASR's, for the year ended December 31, 2025, we repurchased $ 273.9 million of our common stock, through open market repurchases. Through these open market repurchases, we received 1,203,086 shares at an average price of $ 227.70 recorded within treasury stock.
For the year ended December 31, 2025, we repurchased 2,599,886 shares of common stock as part of the Repurchase Program, inclusive of the ASRs and open market repurchases, at a weighted average price of $ 259.31 per share. We utilized cash received from operations to fund these repurchases. As of December 31, 2025, we had $ 967.5 million available to repurchase shares through our Repurchase Program.
Treasury Stock
As of December 31, 2025 , our treasury stock consisted of 405,605,329 shares of common stock. During the years ended December 31, 2025, 2024, and 2023 , we transferred 582,958 , 1,100,152 , and 1,457,514 shares of common stock, from the treasury shares at a weighted average price of $ 25.38 , $ 23.40 , and $ 19.50 per share, respectively.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Earnings Per Share
The following is a reconciliation of the numerators and denominators of our basic and diluted EPS computations for the years ended December 31:
2025
2024
2023
(In millions, except for share and per share data)
Numerator used in basic and diluted EPS:
Income from continuing operations
$ 908.3 $ 950.7 $ 768.4
Less: Net loss attributable to noncontrolling interests
— 0.7 0.2
Income (loss) from discontinued operations, net of tax
— 6.8 ( 154.0 )
Net income attributable to Verisk
$ 908.3 $ 958.2 $ 614.6
Denominator:
Weighted average number of common shares used in basic EPS
139,667,160 142,154,655 146,623,989
Effect of dilutive shares:
Potential common shares issuable from stock options and stock-based awards
415,613 687,606 712,170
Weighted average number of common shares and dilutive potential common shares used in diluted EPS
140,082,773 142,842,261 147,336,159
The potential shares of common stock that were excluded from diluted EPS were 78,458 , 227,384 , and 540,221 at December 31, 2025, 2024, and 2023 , respectively, because the effect of including those potential shares was anti-dilutive.
Accumulated Other Comprehensive Losses
The following is a summary of accumulated other comprehensive income (losses) as of December 31:
2025
2024
Foreign currency translation adjustment
$ 172.8 $ 90.1
Pension and postretirement adjustment, net of tax
( 65.8 ) ( 75.1 )
Accumulated other comprehensive income
$ 107.0 $ 15.0
The before tax and after tax amounts of other comprehensive (loss) income for the years ended December 31, 2025, 2024, and 2023 are summarized below:
Tax Benefit
Before Tax
(Expense)
After Tax
December 31, 2025
Foreign currency translation adjustment attributable to Verisk
$ 82.7 $ — $ 82.7
Foreign currency translation adjustment attributable to noncontrolling interests
0.3 — 0.3
Foreign currency translation adjustment
83.0 — 83.0
Pension and postretirement adjustment before reclassifications
17.3 ( 4.3 ) 13.0
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (losses) (1)
( 4.9 ) 1.2 ( 3.7 )
Pension and postretirement adjustment
12.4 ( 3.1 ) 9.3
Total other comprehensive loss
$ 95.4 $ ( 3.1 ) $ 92.3
December 31, 2024
Foreign currency translation adjustment attributable to Verisk
$ ( 40.6 ) $ — $ ( 40.6 )
Foreign currency translation adjustment attributable to noncontrolling interests
0.9 — 0.9
Foreign currency translation adjustment
( 39.7 ) — ( 39.7 )
Pension and postretirement adjustment before reclassifications
0.4 0.1 0.5
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (losses) (1)
( 4.1 ) 1.0 ( 3.1 )
Pension and postretirement adjustment
( 3.7 ) 1.1 ( 2.6 )
Total other comprehensive income
$ ( 43.4 ) $ 1.1 $ ( 42.3 )
December 31, 2023
Foreign currency translation adjustment attributable to Verisk
$ 67.0 $ — $ 67.0
Foreign currency translation adjustment attributable to noncontrolling interests
0.6 — 0.6
Cumulative translation adjustment recognized upon deconsolidation of the Energy business
700.6 — 700.6
Foreign currency translation adjustment
768.2 — 768.2
Pension and postretirement adjustment before reclassifications
35.1
( 8.9 ) 26.2
Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (losses) (1)
( 5.8 ) 1.4 ( 4.4 )
Pension and postretirement adjustment
29.3 ( 7.5 ) 21.8
Total other comprehensive loss
$ 797.5 $ ( 7.5 ) $ 790.0
_______________
( 1 )
These accumulated other comprehensive loss components, before tax, are included under “Cost of revenues” and “Selling, general and administrative” in our accompanying consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (See Note 18 . Pension and Postretirement Benefits for additional details).
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
17. Compensation Plans:
401K and Stock Ownership Plan ("KSOP")
We have established the KSOP for the benefit of eligible employees in the U.S. and Puerto Rico. The KSOP includes both an employee savings component and an employee stock ownership component. The purpose of the combined plan is to enable our employees to participate in a tax-deferred savings arrangement under Internal Revenue Servic e Code Sections 401 (a) and 401 (k) (the “Code”), and to provide our employees equity participation through the employee stock ownership plan (“ESOP”) accounts.
Under the KSOP, eligible employees may make pre-tax and after-tax cash contributions as a percentage of their compensation, subject to certain limitations under the applicable provisions of the Code. The maximum pre-tax contribution that can be made to the 401 (k) account as determined under the provisions of Code Section 401 (g) is $ 23.5 thousand for 2025 , $ 23.0 thousand for 2024 , and $ 22.5 thousand for 2023 . Certain eligible participants (age 50 and older) may contribute an additional $ 7.5 thousand for 2025 , 2024 , and 2023 . After-tax contributions are limited to 10.0 % of a participant’s compensation. Effective January 1, 2019, we increased the matching contributions to 100.0 % of the first 6.0 % of the participant’s contribution. The 401 (k) matching contributions under the KSOP for the years ended December 31, 2025, 2024, and 2023 , were $ 33.3 million, $ 33.8 million, and $ 32.4 million, respectively, which, at our option, were funded in cash.
In 2005, we established the ISO Profit Sharing Plan (the “Profit Sharing Plan”), a defined contribution plan, to replace the qualified pension plan for all eligible employees hired on or after March 1, 2005. The Profit Sharing Plan is a component of the KSOP. Eligible employees participated in the Profit Sharing Plan if they completed 1,000 hours of service each plan year and were employed on December 31 of that year. We can make a discretionary contribution to the Profit Sharing Plan based on our annual performance. Participants vest once they have completed four years and 1,000 hours of service. For the years ended December 31, 2025, 2024, and 2023 , there were no profit sharing contributions.
Equity Compensation Plans
All of our outstanding stock options, restricted stock awards, deferred stock units, and PSUs are covered under our Verisk Analytics Inc. 2021 Equity Incentive Plan ( "2021 Incentive Plan"). Awards under our 2021 Incentive Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance awards, (vi) other share-based awards and (vii) cash. Employees, non-employee directors, and consultants are eligible for awards under our 2021 Incentive Plan. We transferred common stock under these plans from our treasury shares. As of December 31, 2025 , there were 12,185,347 shares of common stock reserved and available for future issuance under our 2021 Incentive Plan. Cash received from stock option exercises for the years ended December 31, 2025 and December 31, 2024 was $ 56.9 million and $ 124.8 million, respectively. We issued common stock under these plans from our treasury shares. We have granted equity awards to key employees and directors. The ultimate realization of the PSUs may range from 0 % to 200 % of the recipient’s target levels established on the grant date.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A summary of the status of the stock options, restricted stock, and PSUs awarded under our 2021 Incentive Plan as of December 31, 2025, 2024, and 2023 and changes during the years are presented below.
Stock Option
Restricted Stock
PSU
Weighted
Weighted
Weighted
Average
Average
Average
Aggregate
Grant Date
Grant Date
Number
Exercise
Intrinsic
Number
Fair Value
Number
Fair Value
of Options
Price
Value
of Shares
Per Share
of Shares
Per Share
(in millions)
Outstanding at January 1, 2023
4,023,816 $ 132.90 $ 193.3 307,575 $ 182.07 199,494 $ 195.34
Granted
211,945 $ 185.29 194,236 $ 185.22 48,486 $ 212.86
Dividend reinvestment
— $ — — $ — 1,142 N/A
Exercised or lapsed
( 1,295,815 ) $ 108.85 $ 118.1 ( 178,602 ) $ 179.39 ( 45,997 ) $ 192.93
Canceled, expired or forfeited
( 227,436 ) $ 187.56 ( 32,170 ) $ 183.25 ( 21,889 ) $ 207.27
Outstanding at December 31, 2023
2,712,510 $ 143.91 $ 257.6 291,039 $ 186.28 181,236 $ 199.62
Granted
203,884 $ 237.10 155,304 $ 237.93 47,838 $ 265.94
Dividend reinvestment
— $ — — $ — 1,073 N/A
Exercised or lapsed
( 976,351 ) $ 127.80 $ 124.8 ( 120,287 ) $ 188.06 ( 47,821 ) $ 210.07
Canceled, expired or forfeited
( 29,710 ) $ 199.81 ( 18,515 ) $ 207.81 ( 1,870 ) $ 210.07
Outstanding at December 31, 2024
1,910,333 $ 161.16 $ 218.3 307,541 $ 210.62 180,456 $ 205.10
Granted
217,969 $ 273.52 159,200 $ 278.72 46,225 $ 309.25
Dividend reinvestment
— $ — — $ — 999 N/A
Exercised or lapsed
( 418,936 ) $ 137.04 $ 64.2 ( 124,831 ) $ 211.80 ( 84,592 ) $ 167.90
Canceled, expired or forfeited
( 33,026 ) $ 231.98 ( 19,963 ) $ 234.60 ( 7,172 ) $ 258.08
Outstanding at December 31, 2025
1,676,340 $ 180.40 $ 72.6 321,947 $ 242.66 135,916 $ 262.39
Exercisable at December 31, 2025
1,178,052 $ 156.76 $ 78.8
Exercisable at December 31, 2024
1,345,181 $ 142.14 $ 179.3
Nonvested at December 31, 2025
498,288 321,947 135,916
Expected to vest at December 31, 2025
416,181 283,450 112,120 (1)
_______________
( 1 )
Includes estimated performance achievement
The fair value of our stock options granted was estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table during the years ended December 31:
2025
2024
2023
Option pricing model
Black-Scholes
Black-Scholes
Black-Scholes
Weighted average grant price
$ 273.52 $ 237.10 $ 185.29
Expected volatility
22.00 % 23.51 % 27.28 %
Risk-free interest rate
4.35 % 3.89 % 3.77 %
Expected term in years
3.5 3.7 4.0
Dividend yield
0.62 % 0.66 % 0.66 %
Weighted average grant date fair value per stock option
$ 59.19 $ 53.45 $ 48.14
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A summary of the status of our nonvested options and changes are presented below:
Number of Options
Weighted Average Grant-Date Fair Value Per Option
Nonvested balance at January 1, 2023
1,321,741 $ 34.65
Granted
211,945 $ 52.69
Vested
( 540,993 ) $ 33.08
Cancelled or expired
( 227,436 ) $ 38.03
Nonvested balance at December 31, 2023
765,257 $ 39.74
Granted
203,884 $ 53.75
Vested
( 374,279 ) $ 36.67
Cancelled or expired
( 29,710 ) $ 44.34
Nonvested balance at December 31, 2024
565,152 $ 46.59
Granted
217,969 $ 59.19
Vested
( 251,807 ) $ 60.07
Cancelled or expired
( 33,026 ) $ 52.30
Nonvested balance at December 31, 2025
498,288 $ 53.10
Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the quoted price of our common stock as of the reporting date. Excess tax benefits of $ 18.3 million, $ 27.3 million, and $ 20.6 million from exercised stock options were recorded as income tax benefit in our accompanying consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023 , respectively. Stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 was $ 54.2 million, $ 47.9 million, and $ 54.0 million, respectively. As of December 31, 2025 , the weighted average remaining contractual terms were 5.4 and 4.3 years for outstanding and exercisable stock options, respectively. As of December 31, 2024 , the weighted average remaining contractual terms were 5.5 years and 4.5 years for outstanding and exercisable stock options, respectively.
As of December 31, 2025 , there was $ 84.3 million of total unrecognized compensation cost, exclusive of the impact of vesting upon retirement eligibility, related to nonvested share-based compensation arrangements granted under our 2021 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.34 years.
Our U.K. Sharesave Plan offers qualifying employees in the United Kingdom the opportunity to own shares of our common stock. Employees who elect to participate are granted stock options, of which the exercise price is equal to the average of the closing price on the five trading days immediately preceding the plan invitation date discounted by 5 %, and enter into a savings contract, the proceeds of which are then used to exercise the options upon the three -year maturity of the savings contract. During the years ended December 31, 2025, 2024, and 2023 , we granted 3,640 , 3,268 , and 5,144 stock options under the U.K. Sharesave Plan at a discounted exercise price of $ 254.10 , $ 257.05 , and $ 227.65 , respectively. As of December 31, 2025 , there were 436,408 shares of common stock reserved and available for future issuance under our U.K. Sharesave Plan.
We also offer eligible employees the opportunity to participate in an ESPP. Under our ESPP, participating employees may authorize payroll deductions of up to 20.0 % of their regular base salary and up to 50.0 % of their short-term incentive compensation, both of which in total may not exceed $ 25.0 thousand in any calendar year, to purchase shares of our common stock at a 5.0 % discount of its fair market value at the time of purchase. In accordance with ASC 718, our ESPP is noncompensatory as the purchase discount is 5.0 % or less from the fair market value, substantially all employees that meet limited employment qualifications may participate, and it incorporates no option features. During the years ended December 31, 2025, 2024, and 2023 , we issued 18,234 , 16,964 , and 18,636 shares of common stock at a weighted average discounted price of $ 255.63 , $ 247.44 , and $ 209.68 , respectively. As of December 31, 2025 , there were 1,142,061 shares of common stock reserved and available for future issuance under our ESPP.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
18. Pension and Postretirement Benefits:
We have a frozen qualified defined benefit pension plan for certain of our employees through membership in the Pension Plan for Insurance Organizations (the “Pension Plan”), a multiple-employer trust. Prior to the freeze, we applied a cash balance formula to determine future benefits. Under the cash balance formula, each participant has an account, which was credited annually based on salary rates determined by years of service, as well as the interest earned on the previous year-end cash balance. We also have a non-qualified frozen supplemental cash balance plan (“SERP”) for certain employees. Our SERP is funded from our general assets. We contributed $ 0.8 million in 2025 and $ 0.7 million in 2024 , and expect to contribute $ 0.9 million in 2026.
Our Pension Plan’s funding policy is to contribute annually at an amount between the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974 and the maximum amount that can be deducted for federal income tax purposes. No minimum contribution requirement was and is expected for 2025 and 2024 , respectively.
We also provide certain healthcare and life insurance benefits for both active and retired employees. The Postretirement Health and Life Insurance Plan (the “Postretirement Plan”), which has been frozen, is contributory, requiring participants to pay a stated percentage of the premium for coverage. We do not expect to contribute to our Postretirement Plan in 2026.
The following table sets forth the changes in the benefit obligations and the plan assets, the funded status of the Pension Plan, SERP, and Postretirement Plan, and the amounts recognized in our consolidated balance sheets at December 31:
Pension Plan and SERP
Postretirement Plan
2025
2024
2025
2024
Change in benefit obligation:
Benefit obligation at January 1
$ 298.0 $ 317.8 $ 3.0 $ 4.1
Interest cost
16.1 16.1 0.2 0.1
Actuarial loss (gain)
10.4 ( 7.8 ) ( 0.1 ) ( 0.4 )
Plan participants’ contributions
— — 2.1 1.4
Benefits paid
( 27.8 ) ( 28.1 ) ( 2.5 ) ( 2.2 )
Benefit obligation at December 31
$ 296.7 $ 298.0 $ 2.7 $ 3.0
Accumulated benefit obligation at December 31
$ 296.7 $ 298.0
Change in plan assets:
Fair value of plan assets at January 1
$ 409.5 $ 425.9 $ 8.1 $ 8.1
Actuarial gain
43.4 11.0 0.5 —
Employer contributions, net
0.8 0.7 ( 1.5 ) 0.8
Plan participants’ contributions
— — 2.1 1.4
Benefits paid
( 27.8 ) ( 28.1 ) ( 2.5 ) ( 2.2 )
Fair value of plan assets at December 31
$ 425.9 $ 409.5 $ 6.7 $ 8.1
Funded status at December 31
$ ( 129.2 ) $ ( 111.5 ) $ ( 4.0 ) $ ( 5.1 )
Amounts recognized in the consolidated balance sheets consist of:
Pension assets, noncurrent (1)
$ ( 137.7 ) $ ( 120.4 ) $ ( 4.0 ) $ ( 5.1 )
Pension, SERP and postretirement benefits, current (2)
0.8 0.7 — —
Pension, SERP and postretirement benefits, noncurrent (3)
7.7 8.2 — —
Total Pension, SERP and Postretirement benefits
$ ( 129.2 ) $ ( 111.5 ) $ ( 4.0 ) $ ( 5.1 )
_______________
( 1 ) Included in "Other noncurrent assets" in our accompanying consolidated balance sheets
( 2 ) Included in "Accounts payable and accrued liabilities" in our accompanying consolidated balance sheets
( 3 ) Included in "Other noncurrent liabilities" in our accompanying consolidated balance sheets
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The pre-tax components included within accumulated other comprehensive losses as of December 31 are summarized below:
Pension Plan and SERP
Postretirement Plan
2025
2024
2025
2024
Prior service cost
$ 2.2 $ 2.3 $ — $ —
Actuarial losses
111.0 122.6 2.4 3.1
Accumulated other comprehensive losses, pretax
$ 113.2 $ 124.9 $ 2.4 $ 3.1
The pre-tax components of net periodic benefit (credit) cost and the amounts recognized in other comprehensive income are summarized below for the years ended December 31:
Pension Plan and SERP
Postretirement Plan
2025
2024
2023
2025
2024
2023
Interest cost
$ 16.1 $ 16.1 $ 17.1 $ 0.2 $ 0.1 $ 0.2
Expected return on plan assets
( 25.6 ) ( 26.8 ) ( 24.1 ) ( 0.1 ) ( 0.2 ) ( 0.1 )
Amortization of prior service cost reclassified from accumulated other comprehensive income
0.2 0.2 0.2 — — —
Amortization of net actuarial loss reclassified from accumulated other comprehensive income
4.4 3.6 5.2 0.3 0.3 0.4
Net periodic (credit) benefit cost
( 4.9 ) ( 6.9 ) ( 1.6 ) 0.4 0.2 0.5
Less: Amortization of prior service cost reclassified from accumulated other comprehensive income
( 0.2 ) ( 0.1 ) ( 0.2 ) — — —
Less: Amortization of actuarial loss reclassified from accumulated other comprehensive losses
( 0.1 ) ( 0.1 ) ( 0.1 ) — — —
Less: Net loss recognized reclassified from accumulated other comprehensive losses
( 4.1 ) ( 3.5 ) ( 5.1 ) ( 0.4 ) ( 0.3 ) ( 0.4 )
Actuarial loss (gain)
( 7.3 ) 7.9 ( 24.3 ) ( 0.3 ) ( 0.2 ) 0.8
Total recognized in other comprehensive income
( 11.7 ) 4.2 ( 29.7 ) ( 0.7 ) ( 0.5 ) 0.4
Total recognized in net periodic benefit credit and other comprehensive (income) loss
$ ( 16.6 ) $ ( 2.7 ) $ ( 31.3 ) $ ( 0.3 ) $ ( 0.3 ) $ 0.9
The weighted-average assumptions used to determine benefit obligations as of December 31, 2025 and 2024 and net periodic benefit (credit) cost for the years 2025 , 2024 and 2023 are provided below:
Pension Plan and SERP
Postretirement Plan
Weighted-average assumptions used to determine benefit obligations:
2025
2024
2025
2024
Discount rate
5.42 % 5.64 % 4.64 % 5.17 %
Expected return on plan assets
6.50 % 6.50 % 1.75 % 1.75 %
Cash balance interest credit rate
4.20 % 5.42 % N/A
Weighted-average assumptions used to determine net periodic benefit (credit) cost:
2025
2024
2023
2025
2024
2023
Discount rate
5.64 % 5.37 % 5.48 % 5.17 % 4.75 % 5.25 %
Expected return on plan assets
6.50 % 6.50 % 6.25 % 1.75 % 1.75 % 1.75 %
Cash balance interest credit rate
4.20 % 5.42 % 4.43 % N/A
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents the estimated future benefit payments for the respective plans. The future benefit payments for the Postretirement Plan are net of the federal Medicare subsidy.
Pension Plan
Postretirement
and SERP
Plan
Gross
Gross
Medicare
Net
Benefit
Benefit
Subsidy
Benefit
Amount
Amount
Payments
Amount
2026
$ 27.9 $ 0.5 $ ( 0.1 ) $ 0.4
2027
$ 27.8 $ 0.4 $ — $ 0.4
2028
$ 27.4 $ 0.4 $ — $ 0.4
2029
$ 26.2 $ 0.3 $ — $ 0.3
2030
$ 25.5 $ 0.3 $ — $ 0.3
2030 and thereafter
$ 115.9 $ 0.9 $ — $ 0.9
The healthcare cost trend rate for 2025 was 8.75 % gradually decreasing to 4.5 % in 2043. Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plan.
The subsidy benefit from the Medicare Prescription Drug, Improvement and Modernization Act of 2003 reduced our accumulated postretirement benefit assets by approximately $ 0.8 million and $ 1.0 million as of December 31, 2025 and 2024 , respectively. The subsidy cost increased the net periodic benefit cost by approximately $ 113.7 thousand, $132.9 thousand, and $ 118.1 thousand in fiscal 2025 , 2024 and 2023, respectively.
The expected return on our Pension Plan assets as of December 31, 2025 and 2024 was 6.50 %, which was determined by taking into consideration our analysis of our actual historical investment returns to a broader long-term forecast after adjusting for the target investment allocation and reflecting the current economic environment. During the first quarter of 2025 and as of December 31, 2024, the investment guidelines on our Pension Plan assets had targeted an investment allocation of 40 % to equity securities and 60 % to debt securities. Our Pension Plan assets consist primarily of investments in various fixed income and equity funds. Investment guidelines are established with each investment manager. These guidelines provide the parameters within which the investment managers agree to operate, including criteria that determine eligible and ineligible securities, diversification requirements and credit quality standards, where applicable. Investment managers are prohibited from entering into any speculative hedging transactions. The investment objective is to achieve a maximum total return with strong emphasis on preservation of capital in re al terms.
The asset allocatio n at December 31, 2025 and 2024 , and target allo cation by asset category are as follows:
Target
Percentage of Plan Assets
Asset Category
Allocation
2025
2024
Equity securities
40.0 % 35.9 % 36.5 %
Debt securities
60.0 58.8 57.5
Real Estate
— 4.9 4.9
Other
— 0.4 1.1
Total
100.0 % 100.0 % 100.0 %
We have used the target investment allocation to derive the expected return as we believe this allocation will be retained on an ongoing basis that will be commensurate with the projected cash flows of the plan. The expected return for each investment category within the target investment allocation is developed using average historical rates of return for each targeted investment category, considering the projected cash flow of our Pension Plan. The difference between this expected return and the actual return on plan assets is generally deferred and recognized over subsequent periods through future net periodic benefit costs. We believe that the use of the average historical rates of returns is consistent with the timing and amounts of expected contributions to the plans and benefit payments to plan participants. These considerations provide the basis for reasonable assumptions with respect to the expected long-term rate of return on plan assets.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We also maintain a voluntary employees beneficiary association plan (the “VEBA Plan”) under Section 501 (c)( 9 ) of the Internal Revenue Code to fund the Postretirement Plan. The asset allocation for our VEBA Plan at December 31, 2025 and 2024 was 100 % in debt securities.
There were no transfers among Levels 1, 2, or 3 for the years ended December 31, 2025 and 2024 . Refer to N ote 7 . Fair Value Measurements for further discussion with respect to fair value hierarchy. The following table summarizes the fair value measurements by level of our Pension Plan and Postretirement Plan assets:
Quoted Prices
Significant
in Active
Other
Markets for
Observable
Identical Assets
Inputs
Total
(Level 1)
(Level 2)
December 31, 2025
Equity
Managed equity accounts (1)
$ 117.5 $ 117.5 $ —
Equity — pooled separate account (2)
35.7 — 35.7
Debt
Fixed income manager — separately managed account (5)
250.3 — 250.3
Fixed income manager — government securities (3)
6.6 6.6 —
Others
Cash — pooled separate account (2)
1.6 — 1.6
Global real estate account (4)
20.9 — 20.9
Total
$ 432.6 $ 124.1 $ 308.5
December 31, 2024
Equity
Managed equity accounts (1)
$ 117.0 $ 117.0 $ —
Equity — pooled separate account (2)
32.4 — 32.4
Debt
Fixed income manager — separately managed account (5)
235.7 — 235.7
Fixed income manager — government securities (3)
8.1 8.1 —
Others
Cash — pooled separate account (2)
4.5 — 4.5
Global real estate account (4)
19.9 — 19.9
Total
$ 417.6 $ 125.1 $ 292.5
_______________
( 1 )
Valued at the closing price of shares for domestic stocks within the managed equity accounts, and valued at the net asset value (“NAV”) of shares for mutual funds at either the closing price reported in the active market or based on yields currently available on comparable securities of issuers with similar credit ratings for corporate bonds held by the Pension Plan in these managed accounts.
( 2 )
The pooled separate accounts invest in domestic and foreign stocks, bonds and mutual funds. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the pooled separate account, which is not publicly quoted.
( 3 )
The fund invested in the U.S. government, its agencies or instrumentalities or securities that are rated AAA by S&P, AAA by Fitch, or Aaa by Moody’s, including but not limited to mortgage securities such as agency and non-agency collateralized mortgage obligations, and other obligations that are secured by mortgages or mortgage backed securities, and valued at the closing price reported in the active market.
( 4 )
The funds invested in common stocks and other equity securities issued by domestic and foreign real estate companies, including real estate investment trusts ("REIT") and similar REIT-like entities. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the funds, which is not publicly quoted.
( 5 ) The separately managed accounts invest in U.S. Treasury Bonds and U.S. Treasury Separate Trading of Registered Interest and Principal of Securities (“UST STRIPS”). The fair values of these bonds and UST STRIPS are publicly quoted and are used in determining the NAV of the separately managed account, which is not publicly quoted.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
19. Segment Reporting:
ASC 280 - 10, Disclosures About Segments of an Enterprise and Related Information (“ASC 280 - 10” ), establishes standards for reporting information about operating segments. ASC 280 - 10 requires that a public business enterprise reports financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our President and CEO is identified as the CODM as defined by ASC 280 - 10.
Based on our business strategy along with the verticals we currently service, we have determined that we have one operating segment and one reportable segment, Insurance. The CODM uses EBITDA and consolidated net income to set budgets, evaluate margins, review actual results and in deciding whether to reinvest profits into the business, pursue acquisitions, pay dividends and/or engage in other capital management transactions. Consolidated net income is the measure of segment profit most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess performance. The CODM does not regularly review or manage any significant expenses on a standalone basis, as such expenses are not separately identifiable or material at the segment level. For the year ended December 31, 2025, 2024 and 2023 results, please refer to the Consolidated Statements of Operations for information regarding revenues, expenses, and the measure of profit and loss, which is net income. The CODM regularly reviews the Consolidated Statement of Operations. See Note 6 . Revenues for information on disaggregated revenues by type of service and by country.
Long-lived assets by country are provided below as of December 31:
2025
2024
Long-lived assets:
U.S.
$ 2,278.4 $ 2,303.1
U.K.
659.8 589.4
Other countries
491.9 460.6
Total long-lived assets
$ 3,430.1 $ 3,353.1
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
20. Related Parties:
We consider our stockholders that own more than 5% of the outstanding stock within the class to be related parties as defined within ASC 850, Related Party Disclosures . We had no material transactions with related parties owning more than 5% of the entire class of stock for the years ended December 31, 2025 and 2024.
Jeffrey Dailey, one of our directors, is also a director of Liberty Mutual Insurance. Liberty Mutual Insurance is a customer of Verisk, and our revenue from Liberty Mutual Insurance was approximately 2% of our consolidated revenue for the years ended December 31, 2025 and 2024.
Therese M. Vaughan, one of our directors, was also a director of American International Group ("AIG") until January 31, 2024. AIG is a customer of Verisk, and our revenue from AIG was approximately 1% of our consolidated revenue for the year ended December 31, 2024.
21. Commitments and Contingencies:
We are a party to legal proceedings, investigations, examinations, subpoenas, third party requests, government requests, regulatory proceedings and other claims with respect to a variety of matters in the ordinary course of business, including the matters described below (collectively, “Ongoing Matters”). With respect to Ongoing Matters, we are unable, at the present time, to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to Ongoing Matters or the impact these matters may have on our results of operations, financial position, or cash flows. Although we believe we have strong defenses and have appealed adverse rulings to us, we could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations, financial position, or cash flows.
Telematics Litigation
As of April 19, 2024, various Plaintiffs filed a total of twenty separate putative class action lawsuits, sixteen against General Motors LLC (“GM”), OnStar LLC (“OnStar”), LexisNexis Risk Solutions, Inc. (“LexisNexis”) and Verisk Analytics Inc. in the United States District Courts for the Northern District of Georgia, the Eastern District of Michigan, Central District of California, District of New Jersey, Southern District of New York, Northern District of Alabama, Northern District of Illinois and District of South Carolina, and four against Hyundai Motor America (“Hyundai”) and Verisk in the Central District of California and District of New Jersey, all of which have been dismissed to date. The Complaints generally allege that the auto manufacturer Defendants collected consumers’ driver behavior data through vehicle software, transmitted it to LexisNexis and Verisk, and that LexisNexis and Verisk shared the data with auto insurance companies, without the individuals’ knowledge or consent. Plaintiffs seek certification of both nationwide classes of individuals and subclasses of various state residents who had their vehicle’s driving data collected by Defendants and shared with a third party without their consent. The Plaintiffs also seek actual, statutory and punitive damages, injunctive relief, as well as reasonable attorney’s fees and other costs. On June 7, the Judicial Panel on Multidistrict Litigation transferred all GM-related lawsuits to the U.S. District Court for the Northern District of Georgia (In Re: Consumer Vehicle Driving Data Tracking Litigation, MDL Case No. 1:24 -md- 03115 -TWT). All discovery proceedings have been stayed. The matters pending against Verisk in the MDL were voluntarily dismissed on December 13, 2024, and a new putative class action, Adam Dinitz, et al. v. Verisk Analytics, Inc. (“Dinitz”), was filed in the District of New Jersey federal court, Case No. 24 - 11157, to include those dismissed matters and additional named Plaintiffs. Dinitz was transferred to the Northern District of Georgia to be part of the consolidated MDL. A related amended Master Consolidated class action Complaint was also filed in the MDL on December 13, 2024. Defendants filed their motions to dismiss Plaintiffs' claims on April 14, 2025. On October 2, 2025, several Plaintiffs brought a lawsuit alleging similar claims against GM, OnStar, LexisNexis, and Verisk in the matter, McBride, et al v. General Motors, et al., in the U.S. District Court, Southern District of California, Case No. 3:25 -cv- 02619 -AJB-MMP. On October 10, 2025, those Plaintiffs filed a Notice of Potential Tag Along, seeking a transfer of their lawsuit to the MDL proceeding. The transfer Order was finalized on October 28, 2025. At this time, it is not possible to reasonably estimate the liability related to these and other associated matters, as they are still in their early stages.
Indemnification Claim
In December 2023, we received a Notice of Indemnification claim from the current owner of our former healthcare data analytics subsidiary, which was divested in 2016, relating to an ongoing tax investigation by the Nepalese tax authorities. Pursuant to the 2016 sale agreement, we are subject to indemnification obligations with respect to certain pre-closing tax liabilities of the divested entity. At this time, it is not possible to reasonably estimate the liability related to this matter, as it is still in its early stages.
Commercial Litigation
We are a party to contractual disputes that involve alleged breaches of contract or disagreements regarding performance or interpretation. While we dispute the allegations in these matters and intend to defend our position vigorously, the ultimate outcome of such disputes is inherently uncertain. The resolution of one or more of these matters could, individually or in the aggregate, result in liabilities, damages, settlement costs, or other losses that may be material to our consolidated financial position.
On February 12, 2024, Plaintiffs filed a lawsuit, DDS Striker Holdings LLC and Data Driven Holdings LLC against Verisk Analytics, Inc. and Insurance Service Office, in the Superior Court of Delaware, Case No. N24C - 02 - 130 VLM CCLD. Plaintiffs allege claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraudulent inducement, common law fraud, and civil conspiracy in connection with their inability to meet the post-closing earn-out targets negotiated as part of our acquisition of Data Driven Safety, LLC. Plaintiffs seek rescissory, out-of-pocket and punitive damages, as well as attorney’s fees, costs and other expenses. We filed a motion to dismiss Plaintiffs’ claims, which was fully briefed as of June 21, 2024, and was partially denied on August 29, 2024. The parties have settled in principle and are finalizing settlement paperwork.
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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Data Privacy Litigation
On or about February 8, 2023, Plaintiffs filed a lawsuit, Atlas Data Privacy Corp., et al. v. Verisk Analytics, Inc., et al., in the Superior Court of New Jersey, Middlesex County, Case No. MID-L- 000903 - 24, alleging violations of Daniel’s Law. Atlas claims to be an “assignee” of claims of approximately 19,640 individuals who are “covered persons” under Daniel’s Law, allegedly enacted to provide judicial and law enforcement officers and their family members with the right to prevent disclosure of their personal information and to enforce those rights against uncooperative data brokers. It is alleged that Defendants have violated Daniel’s Law by failing to respond and comply with their written request to Defendants to cease publicly disclosing or re-disclosing their protected information. Plaintiffs seek actual damages in the amount of $ 1,000 per violation under the statute, punitive damages, injunctive relief ordering compliance with Daniel’s Law, permanent injunctive relief, including the appointment of a qualified independent expert to ensure compliance with Daniel’s Law, and reasonable attorney’s fees and costs. On June 21, 2024, the court issued a “lack of prosecution” warning to Atlas, advising that the case will be dismissed without prejudice if service is not effectuated by August 20, 2024. The case was dismissed without prejudice on August 26, 2024. On October 11, 2024, Plaintiffs served Verisk with the Summons and Complaint, indicating their intent to revise the lawsuit. We filed a motion to dismiss, and alternatively, a request to stay the case pending a ruling on constitutionality of Daniel's Law by the 3rd Circuit in a separate Atlas lawsuit. The New Jersey Attorney General’s Office moved to intervene and also sought a stay pending a constitutionality decision by the New Jersey Supreme Court in a separate matter. The court issued an Order staying all discovery until further ordered by the court. On November 4, 2025, Plaintiffs filed an application to classify and consolidate the pending 111 Daniel's Law cases into a Multi-County Litigation ("MCL"). On January 4, 2026, Verisk joined in opposition to the MCL application. At this time, it is not possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.
Trade Secrets Litigation
On March 14, 2024, JP Morgan Chase Bank (“JPMC”) filed a lawsuit, JPMorgan Chase Bank, National Association v. Argus Information & Advisory Services Inc., Verisk Analytics, Inc. and Trans Union LLC, in the District of Delaware federal court, Case No. 1:24 -cv- 00348 -SB, alleging that Defendants misappropriated JPMC’s trade secret data in violation of federal and state laws. JPMC seeks lost profits, unjust enrichment, a reasonable royalty, exemplary damages, attorney fees and costs, as well as an injunction against Defendants to enjoin any further improper conduct allegedly stemming from Argus’ data use practices. Following a partial denial of our motion to dismiss the initial complaint, JPMC amended its complaint on September 5, 2025 to add new allegations supporting state law-based trade secrets claims. On October 17, 2025, we filed a motion to dismiss the amended complaint, which remains pending. At this time, it is not possible to reasonably estimate the reasonably possible loss related to this matter, as the case is still in its early stages.
Mergers and Acquisitions Litigation
On July 29, 2025, Verisk Analytics, Inc. and ExactLogix, Inc. (d/b/a “AccuLynx”) signed an Agreement and Plan of Merger (the "Agreement") for a transaction pursuant to which Verisk would acquire AccuLynx. On December 26, 2025, Verisk terminated the Agreement in accordance with its terms. On that same day, AccuLynx sent a letter to Verisk alleging that the termination was legally ineffective and constituted a breach of the Agreement. Thereafter, on January 3, 2026, AccuLynx sent a demand letter seeking Verisk’s compliance with the terms of the Agreement or payment in lieu thereof. Verisk filed a declaratory judgment action on January 7, 2026, in the Delaware Court of Chancery asking the court to determine that Verisk’s termination of the Agreement is valid and effective in accordance with the terms of the Agreement. On January 21, 2026, AccuLynx filed counterclaims against Verisk in the declaratory judgment action, asserting that Verisk has breached the parties' Agreement and that AccuLynx is entitled to specific performance of the Agreement and/or monetary damages. At this time, it is not possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
22. Subsequent Events:
In January 2026, we granted 282,414 nonqualified stock options, 169,187 shares of restricted stock, and 62,662 PSUs to key employees. The nonqualified stock options and restricted stock have a graded service vesting period of four years. The PSUs granted consisted of 39,097 TSR-based PSUs and 23,565 ROIC-based PSUs.
On January 6, 2026, pursuant to the special mandatory redemption provision, we redeemed the $ 1,500.0 million aggregate principal amount of the 2030 Notes and 2036 Notes in full at the special mandatory redemption price, equal to 101 % of the principal amount of such notes plus accrued and unpaid interest to the redemption date. Please see Note 15. Debt for additional information.
On February 13, 2026, our Board of Directors approved a cash dividend of $ 0.50 per share of common stock issued and outstanding, payable on March 31, 2026, to holders of record as of March 13, 2026. Our Board of Directors also approved an increase to the share repurchase authorization to $ 2.5 billion in total, inclusive of the remaining authorization amount.
**************
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Supplementary Financial Information (Unaudited)
Schedule II
Valuation and Qualifying Accounts and Reserves
For the Years Ended December 31, 2025, 2024, and 2023
(In millions)
Balance at
Charged to
Beginning
Costs and
Deductions—
Balance at
Description
of Year
Expenses (1)
Write-offs (2)
End of Year
Allowance for doubtful accounts
Year ended December 31, 2025
$ 22.5 $ 17.6 $ ( 6.9 ) $ 33.2
Year ended December 31, 2024
15.1 13.3 ( 5.9 ) 22.5
Year ended December 31, 2023
$ 14.3 $ 8.7 $ ( 7.9 ) $ 15.1
Valuation allowance for income taxes
Year ended December 31, 2025
$ 4.2 $ 26.1 $ ( 2.4 ) $ 27.9
Year ended December 31, 2024
5.6 1.1 ( 2.5 ) 4.2
Year ended December 31, 2023
$ 45.3 $ 1.2 $ ( 40.9 ) $ 5.6
( 1 )
Primarily additional reserves for bad debts
( 2 )
Primarily accounts receivable balances written off, net of recoveries, the expiration of loss carryforwards, and businesses held for sale
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EXHIBIT INDEX
Exhibit
Number
Description
3.1
Restated Certificate of Incorporation of Verisk Analytics, Inc., effective as of May 20, 2025, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 27, 2025.
3.2
Amended and Restated Bylaws of Verisk Analytics, Inc., effective as of May 20, 2025, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated May 27, 2025.
4.1
Form of Common Stock Certificate, incorporated herein by reference to Exhibit 4.1 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 dated September 21, 2009.
4.2
Senior Notes Indenture, dated as of April 6, 2011, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 6, 2011.
4.3
First Supplemental Indenture, dated as of April 6, 2011, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 6, 2011.
4.4
Third Supplemental Indenture, dated as of September 12, 2012, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 12, 2012.
4.5
Fifth Supplemental Indenture, dated as of May 15, 2015, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 15, 2015.
4.6
Senior Notes Indenture, dated March 6, 2019, among Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 6, 2019.
4.7
First Supplemental Indenture, dated March 6, 2019, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 6, 2019.
4.8
Second Supplemental Indenture, dated May 13, 2020, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated May 13, 2020.
4.9
Description of Verisk Analytics, Inc.’s securities registered pursuant to Section 12 of the Securities Exchange Act, incorporated herein by reference to Exhibit 4.9 to the Company's Annual Report on Form 10-K dated February 21, 2024.
4.10
Third Supplemental Indenture, dated March 7, 2023, between Verisk Analytics, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated March 7, 2023.
4.11
Fourth Supplemental Indenture, dated June 5, 2024, between Verisk Analytics, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 5, 2024.
4.12
Fifth Supplemental Indenture, dated March 11, 2025, between Verisk Analytics, Inc. and Computershare Trust Company, N.A., as a successor to Wells Fargo Bank, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated March 11, 2025.
10.1
401(k) Savings Plan and Employee Stock Ownership Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 dated August 12, 2008.
10.2
Verisk Analytics, Inc. 2009 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 dated September 21, 2009.
10.3
Form of Letter Agreement, incorporated herein by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 dated October 7, 2008.
10.4
Form of Master License Agreement and Participation Supplement, incorporated herein by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 dated October 7, 2008.
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Exhibit
Number
Description
10.5
Schedule of Master License Agreements Substantially Identical in All Material Respects to the Form of Master License Agreement and Participation Supplement, incorporated herein by reference to Exhibit 10.5 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 dated November 20, 2008.
10.6
Form of Change of Control Severance Agreement, incorporated herein by reference to Exhibit 10.8 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 dated September 21, 2009.
10.7
Insurance Services Office, Inc. 1996 Incentive Plan and Form of Stock Option Agreement thereunder, incorporated herein by reference to Exhibit 10.9 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 dated September 29, 2009.
10.8
Form of Stock Option Award Agreement under the Verisk Analytics, Inc. 2009 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q dated November 16, 2009.
10.9
Insurance Services Office, Inc. Supplemental Cash Balance Plan dated January 1, 2009 as amended by the Amendment to the Insurance Services Office, Inc. Supplemental Cash Balance Plan dated February 10, 2012 incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K dated February 25, 2014.
10.10
Insurance Services Office, Inc. Supplemental Executive Retirement Savings Plan dated January 1, 2009 incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K dated February 25, 2014.
10.11
Verisk Analytics, Inc. 2013 Equity Incentive Plan, incorporated herein by reference to Appendix A to the Company's Proxy Statement on Schedule 14A dated April 1, 2013.
10.12
Form of Stock Option Award Agreement under Verisk Analytics, Inc. 2013 Equity Incentive Plan, incorporated herein by reference to Exhibit 99.2 to Company’s Registration Statement on Form S-8 dated May 15, 2013.
10.13
Form of Restricted Stock Award Agreement under Verisk Analytics, Inc. 2013 Equity Incentive Plan, incorporated herein by reference to Exhibit 99.3 to Company’s Registration Statement on Form S-8 dated May 15, 2013.
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Exhibit
Number
Description
10.14
Verisk Analytics, Inc. 2021 Equity Incentive Plan incorporated herein by reference to Appendix B to the Company's Proxy Statement on Schedule 14A dated April 2, 2021.
10.15
Purchase Agreement, dated as of January 21, 2022, by and among Verisk Analytics, Inc., Tamarack Buyer, L.L.C. and, solely for the limited purpose set forth therein, 3E Company Environmental, Ecological and Engineering, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 24, 2022.
10.16
Verisk Analytics, Inc. Senior Executive Severance Benefits Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 5, 2022.
10.17
Amendment No. 3 to the Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan, as amended, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q dated August 2, 2022
10.18
Amended and Restated Loan Agreement dated September 9, 2022 among Verisk Analytics, Inc., as borrower, and Bank of America, N.A. as the initial lender and administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 15, 2022.
10.19
Equity Purchase Agreement dated October 28, 2022 by and between Verisk Analytics, Inc. and Planet Jersey Buyer Ltd, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 31, 2022.
10.20
Form of Confirmation - Fixed Dollar Accelerated Share Repurchase Transaction, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated March 7, 2023.
10.22
Third Amended and Restated Credit Agreement, dated as of August 15, 2025, among Verisk Analytics, Inc., the borrowing subsidiaries from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and an L/C issuer, incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated August 21, 2025.
19.1
Insider Trading Policy dated February 17, 2021*, incorporated herein by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K dated February 26, 2025
21.1
Subsidiaries of the Registrant.*
23.1
Consent of Deloitte & Touche LLP.*
31.1
Certification of the Chief Executive Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*
31.2
Certification of the Chief Financial Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.*
32.1
Certification of the Chief Executive Officer and Chief Financial Officer of Verisk Analytics, Inc. pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
97.1
Verisk Analytics, Inc. Financial Statement Compensation Recoupment Policy, as amended and restated as of December 16, 2024, incorporated herein by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K dated February 26, 2025.
101.INS
Inline XBRL Instance Document.*
101.SCH
Inline XBRL Taxonomy Extension Schema.*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase.*
101.DEF
Inline XBRL Taxonomy Definition Linkbase.*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase.*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase.*
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*
*
Filed herewith.
96
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 18, 2026.
V ERISK A NALYTICS, I NC.
(Registrant)
/S/ Lee M. Shavel
Lee M. Shavel
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 18, 2026.
Signature
Capacity
/S/ LEE M. SHAVEL
Chief Executive Officer (principal executive officer and director)
Lee M. Shavel
/S/ ELIZABETH MANN
Chief Financial Officer
Elizabeth Mann
(principal financial officer)
/S/ DAVID J. GROVER
Controller and Chief Accounting Officer
David J. Grover
(principal accounting officer)
/S/ BRUCE HANSEN
Independent Chair
Bruce Hansen
/S/ JEFFREY DAILEY
Director
Jeffrey Dailey
/S/ GREGORY HENDRICK
Director
Gregory Hendrick
/S/ KATHLEEN A. HOGENSON
Director
Kathleen A. Hogenson
/S/ SAMUEL G. LISS
Director
Samuel G. Liss
/S/ CHRISTOPHER J. PERRY
Director
Christopher J. Perry
/S/ SABRA R. PURTILL
Director
Sabra R. Purtill
/S/ OLUMIDE SOROYE
Director
Olumide Soroye
/S/ KIMBERLY S. STEVENSON
Director
Kimberly S. Stevenson
/S/ THERESE M. VAUGHAN
Director
Therese M. Vaughan
97