VRSK 8-K Current Reports

Verisk Analytics 8-K Report, Corporate Update (Oct 29, 2026)

Verisk Analytics, Inc. filed this Form 8-K under Item 8.01 (Other Events) on October 29, 2026, to furnish a press release it issued on October 23, 2026 in response to a Delaware Supreme Court order relating to its pending acquisition of ExactLogix, Inc. (d/b/a AccuLynx.com). The merger agreement involves Lenny Merger Sub, Inc., an indirect wholly owned subsidiary of the Company, and Richard Spanton, Jr., as representative of ExactLogix equityholders. In the press release (Exhibit 99.1), Verisk said it respects the Delaware Supreme Court's order to affirm the judgment of the Delaware Chancery Court and will proceed in accordance with the Court's order. The company stated that the transaction remains subject to customary closing conditions and FTC review, and that there is no guarantee the transaction will be completed. The filing otherwise contains no financial results, guidance, or financial statements. Its main investor takeaway is that the AccuLynx transaction is still pending, subject to closing conditions and FTC review, with completion not assured.

Oct 29, 2026 8-K

Verisk Analytics 8-K Report, Executive Changes (Sep 8, 2026)

Verisk Analytics, Inc. filed a Form 8-K reporting a leadership change: Sunita Holzer, Chief Human Relations Officer, will retire from her role with the Company. The Company announced the departure on September 2, 2026. The filing credits Ms. Holzer, who joined the Company in 2021, with strengthening its culture, modernizing many of its practices and systems, and keeping employees central to important decisions. The filing does not state a retirement date. Ms. Holzer's official retirement date will be determined after a successor is identified and announced. No successor is named in this filing, and the filing contains no financial results or other financial disclosures. For investors, this is a routine executive transition in a human resources leadership role. The filing contains no information on compensation arrangements, board changes, or operating impact beyond the departure itself.

Sep 8, 2026 8-K

Verisk Analytics 8-K Report, Corporate Update (Aug 18, 2026)

Verisk Analytics, Inc. filed a Current Report on Form 8-K dated August 18, 2026, disclosing under Item 8.01 (Other Events) that on that same date it filed a notice of appeal with the Delaware Supreme Court. The matter is captioned Verisk Analytics, Inc. and Lenny Merger Sub, Inc. v. Exactlogix, Inc. d/b/a Acculynx.com and Richard Spanton. The filing does not describe the underlying lower-court ruling, the amounts at issue, or any financial impact on the company. It contains no financial statements, and its only listed exhibit is the Inline XBRL cover page data file (Exhibit 104). For investors, the key takeaway is that Verisk has elected to pursue an appeal of the Delaware litigation, which involves its own merger subsidiary and a counterparty operating as AccuLynx. The filing itself gives no basis for assessing the likely outcome or materiality of the matter.

Aug 18, 2026 8-K

Verisk Analytics 8-K Report, Financial Results (Jul 29, 2026)

Verisk Analytics, Inc. reported second-quarter 2026 results in a press release dated July 29, 2026, furnished as Exhibit 99.1 to this Form 8-K. Revenue was $806.3 million, up 4.3% as reported and up 5.8% on an organic constant currency basis, with underwriting revenue up 3.5% (5.6% OCC) and claims revenue up 6.3% (6.1% OCC). Net income was $228.6 million, down 9.8%, driven mainly by a higher effective tax rate, higher net interest expense, and legal fees tied to ongoing litigation. Adjusted EBITDA was $463.6 million, up 4.2% as reported and 7.4% on an OCC basis, and diluted adjusted EPS was $1.98, up 5.3%. Diluted GAAP EPS was $1.75, down 3.3%. Cash flow strengthened, with net cash provided by operating activities of $366.0 million (up 49.7%) and free cash flow of $297.9 million (up 57.9%), the latter partly reflecting the timing of certain vendor and tax payments. The company paid a $0.50 per share dividend on June 30, 2026, executed a $200.0 million accelerated share repurchase, and had $800.0 million remaining under its repurchase authorization as of June 30, 2026. Balance sheet figures show cash of $551.4 million and long-term debt of $4,215.8 million, with total stockholders' deficit of $(1,189.0) million, reflecting heavy share repurchases in the first half. Management reaffirmed full-year 2026 guidance, including total revenue of $3,190 million to $3,240 million, adjusted EBITDA of $1,790 million to $1,830 million, and diluted adjusted EPS of $7.45 to $7.75. The CFO expects growth to return to levels consistent with the company's Investor Day targets in the second half of 2026. On July 27, 2026, the Board approved a $0.50 per share dividend payable September 30, 2026.

Jul 29, 2026 8-K

Shareholder MattersExhibits & Filings

Verisk Analytics 8-K Report, Executive Changes (Jul 28, 2026)

Verisk Analytics, Inc. (VRSK) reported in a Form 8-K filed July 28, 2026 that Nick Daffan will no longer serve as Executive Vice President and Chief Information Officer, effective August 3, 2026. The determination was made on July 27, 2026. Mr. Daffan will then transition to the role of Strategic Advisor through the end of the year. The filing credits Mr. Daffan, who had more than 20 years with the Company, with leading the modernization of its computing platform, including the migration from mainframe to cloud, and with helping position the Company for the next phase of AI innovation. Jeff Negrete, the current Chief Technology Officer, will serve as interim Chief Information Officer in addition to his existing role. Mr. Daffan's separation terms will follow Appendix A of the Verisk Analytics, Inc. Senior Executive Severance Benefits Plan, which the Company previously disclosed in an 8-K filed April 5, 2022. The filing's only other item is a Cover Page Interactive Data File exhibit.

Jul 28, 2026 8-K

Verisk Analytics 8-K Report, Shareholder Vote Results (May 21, 2026)

Verisk Analytics, Inc. reported the results of its 2026 Annual Meeting of Shareholders, held May 19, 2026, in this Current Report on Form 8-K, filed under Item 5.07 (Submission of Matters to a Vote of Security Holders). Shareholders elected all eleven nominees to the Board of Directors to serve one-year terms. Samuel G. Liss drew the most opposition, with 14,651,638 votes against and 98,604,848 votes for. Therese M. Vaughan had 5,810,119 votes against, and Kimberly S. Stevenson had 3,880,892 votes against. Shareholders also approved, on an advisory, non-binding basis, the compensation of the named executive officers (say-on-pay), with 106,704,722 votes for and 4,772,523 against. They ratified the appointment of Deloitte & Touche LLP as independent auditors for the year ending December 31, 2026, with 111,298,328 votes for and 7,675,807 against. The filing also reports that shareholders approved the shareholder proposal for a shareholder right to act by written consent, with 59,392,266 votes for and 52,138,536 against, along with 2,384,185 abstentions. The filing's Item 9.01 lists only the Cover Page Interactive Data File (Exhibit 104).

May 21, 2026 8-K

Verisk Analytics 8-K Report, Financial Results (Apr 29, 2026)

Verisk Analytics, Inc. (Nasdaq: VRSK) furnished a press release under Item 2.02 reporting its financial results for the first quarter ended March 31, 2026. Revenue was $783 million, up 3.9% (4.7% on an organic constant currency basis, a non-GAAP measure). Net income was $234 million, up 0.8%, and diluted GAAP EPS was $1.73, up 4.8%. Adjusted EBITDA was $438 million, up 5.0% (5.9% on an OCC basis), and diluted adjusted EPS was $1.82, up 5.2%. Management attributed revenue growth to price increases in underwriting and new and expanded client relationships, while claims revenue rose 4.3% on anti-fraud analytics and casualty solutions. Cash flow was weaker: net cash from operating activities was $390 million, down 12.2%, and free cash flow was $326 million, down 16.5%, which the company attributed to a tax refund received in the prior year that did not recur and higher interest payments. Capital return was significant in the quarter. The company executed a $1.5 billion Accelerated Share Repurchase Program, received an initial delivery of 6,986,302 shares at $182.50, repurchased $126.1 million of stock in the open market, and had $1.0 billion remaining under its repurchase authorization at quarter end. Balance sheet data show cash of $524.5 million and long-term debt of $4,217.2 million at March 31, 2026, with total stockholders' deficit of $1,166.9 million. Management reaffirmed full-year 2026 guidance, including total revenue of $3,190 million to $3,240 million, adjusted EBITDA of $1,790 million to $1,830 million, and diluted adjusted EPS of $7.45 to $7.75. The board also approved a $0.50 per share quarterly dividend payable June 30, 2026.

Apr 29, 2026 8-K

Material AgreementsRegulation FDExhibits & Filings

Verisk Analytics 8-K Report, Corporate Update (Feb 26, 2026)

Verisk Analytics, Inc. (VRSK) entered into an Underwriting Agreement on February 23, 2026 with BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, to sell $500,000,000 of 4.450% Senior Notes due 2031 and $500,000,000 of 5.125% Senior Notes due 2036. The notes were issued under a shelf registration statement on Form S-3 and a seventh supplemental indenture to the base indenture with Computershare Trust Company, N.A., as successor trustee, dated February 26, 2026. The 2031 Notes mature March 15, 2031, and the 2036 Notes mature March 15, 2036. Both series pay interest semiannually on March 15 and September 15, beginning September 15, 2026, and both are redeemable at a make-whole price before their par call dates (February 15, 2031 and December 15, 2035, respectively). The indenture includes restrictions on liens, sale and leaseback transactions, and consolidations or mergers, and requires an offer to repurchase upon certain change of control events. The company intends to use the net proceeds to repay some or all of the $500 million 364-day term loan and $750 million of revolving credit facility borrowings. Those borrowings, together with $250 million of cash on hand, funded prepayments under accelerated share repurchase agreements. The proceeds may also be used for general corporate purposes.

Feb 26, 2026 8-K

Verisk Analytics 8-K Report, Material Agreement (Feb 23, 2026)

Verisk Analytics, Inc. (Nasdaq: VRSK) disclosed in this Form 8-K, filed February 23, 2026, that it entered into accelerated share repurchase (ASR) agreements with HSBC Bank USA, National Association and Wells Fargo Bank, National Association to repurchase an aggregate of $1.5 billion of its common stock. The company expects an initial delivery of approximately 7.0 million shares at inception. The final number of shares will be based on the daily volume-weighted average share price during each agreement's calculation period, less an agreed discount, and final settlement is expected no later than the quarter ending September 30, 2026. After the ASR Agreements, approximately $1.0 billion will remain available under the existing stock repurchase program. The repurchases are funded with $500 million of borrowings under a new 364-day senior unsecured delayed draw term loan, $750 million under the existing syndicated revolving credit facility, and $250 million of cash on hand. The Term Credit Agreement, dated February 18, 2026, with Wells Fargo Bank, National Association as administrative agent, bears interest at Term SOFR plus 95 basis points or a base rate. It includes a minimum consolidated interest coverage ratio of 3.00:1.00 and a maximum consolidated funded debt leverage ratio of 3.75:1.00, with the option to elect two temporary step-ups tied to certain permitted acquisitions (to 4.50:1.00 and 4.25:1.00). For investors, the filing shows a significant capital return program funded in part by debt, with leverage covenants that define the company's borrowing headroom. The term facility commitments terminate upon funding or on February 25, 2026, if not previously terminated.

Feb 23, 2026 8-K

Material AgreementsRegulation FDOther Events+1

Verisk Analytics 8-K Report, Financial Results (Feb 18, 2026)

Verisk Analytics, Inc. filed this Form 8-K on February 18, 2026 under Item 2.02 to furnish its press release reporting fourth-quarter and full-year 2025 results. For the full year 2025, revenue was $3.07 billion, up 6.6% (6.6% on an organic constant currency basis), net income was $908 million, down 5.1% due to gains recognized in the prior year, and GAAP diluted EPS was $6.48, down 2.7%. Adjusted EBITDA was $1.73 billion, up 9.6% (8.5% on an OCC basis), and diluted adjusted EPS was $7.16, up 7.8%. Net cash provided by operating activities was $1.44 billion, up 25.5%, and free cash flow was $1.19 billion, up 29.5%. Fourth-quarter revenue was $779 million, up 5.9%, and adjusted EBITDA was $437 million, up 9.8%. Diluted adjusted EPS rose 13.0% to $1.82, while GAAP diluted EPS fell 1.4% to $1.42. Management attributed the year's results to growth in line with long-term targets, despite a very low level of weather activity. The company guided 2026 total revenue of $3.19 billion to $3.24 billion, adjusted EBITDA of $1.79 billion to $1.83 billion, and diluted adjusted EPS of $7.45 to $7.75. Capital return actions are a central point of the release. The Board approved an 11% increase in the quarterly dividend to 50 cents per share, payable March 31, 2026, and raised the total share repurchase authorization to $2.5 billion. Management expects to implement part of this through a $1.5 billion accelerated share repurchase program in the near term. Subsequent events include the January 6, 2026 repayment of $1.5 billion of 2030 and 2036 Senior Notes after the AccuLynx acquisition was terminated.

Feb 18, 2026 8-K

Verisk Analytics 8-K Report, Agreement Terminated (Dec 29, 2025)

Verisk Analytics, Inc. (Nasdaq: VRSK) terminated its Agreement and Plan of Merger with ExactLogix, Inc. d/b/a AccuLynx.com, dated July 29, 2025. The company had extended the termination date to December 26, 2025 on November 21, 2025, and on December 26, 2025 it delivered a notice terminating the agreement because the merger was not consummated by that date. The company's press release states that the Federal Trade Commission notified it that it had not completed its review of the transaction by the termination date. ExactLogix has notified Verisk that it believes the termination is invalid, and Verisk strongly disagrees and intends to vigorously defend against any such assertions. Related financing is being unwound. The $750 million three-year delayed draw Term Facility under the August 15, 2025 Term Credit Agreement with Bank of America N.A. as administrative agent automatically terminated on December 26, 2025. On December 29, 2025, Verisk notified the trustee that it will redeem in full, at 101% of principal plus accrued and unpaid interest, $750 million of its 4.500% Senior Notes due 2030 and $750 million of its 5.125% Senior Notes due 2036, with a special mandatory redemption date expected to be January 6, 2026. The press release states that the notes total $1.50 billion and that pro forma for the redemption, leverage at September 30, 2025 would have been 1.9 times LTM adjusted EBITDA. The company's CEO, Lee Shavel, said Verisk remains committed to capital allocation discipline, balancing organic investment with dividends and repurchases, and expressed confidence in delivering results in line with its long-term growth targets. The press release states that Verisk had $1.2 billion of remaining capacity under its share repurchase authorization as of September 30, 2025.

Dec 29, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

Verisk Analytics 8-K Report, Financial Results (Oct 29, 2025)

Verisk Analytics, Inc. reported third-quarter 2025 results on October 29, 2025, as furnished in Exhibit 99.1. Revenue was $768 million, up 5.9% (5.5% on an organic constant currency basis), and net income was $226 million, up 2.5%. Adjusted EBITDA, a non-GAAP measure, was $429 million, up 7.2% (8.8% on an organic constant currency basis), and diluted GAAP EPS was $1.61, up 4.5%. Management said a historically low level of severe weather reduced growth by approximately 1%. Free cash flow, also non-GAAP, rose 39.6% to $336 million in the quarter. For the full year 2025, the company updated its outlook: total revenue of $3,050 to $3,080 million (down from July's $3,090 to $3,130 million), adjusted EBITDA of $1,690 to $1,720 million, and diluted adjusted EPS of $6.80 to $7.00. Interest expense guidance was raised to $165 to $185 million from $190 to $210 million in July. Management said it remains on track for results in line with its long-term growth targets. The company also repurchased $100.0 million of stock in the quarter and declared a $0.45 per share dividend payable December 31, 2025. The filing also discloses that on October 22, 2025, Verisk and AccuLynx each received a Second Request from the U.S. Federal Trade Commission regarding the proposed AccuLynx acquisition. Cash and cash equivalents rose to $2,107.9 million at September 30, 2025, from $291.2 million at year-end 2024, while short-term debt and long-term debt totaled $1,488.9 million and $3,229.2 million, respectively.

Oct 29, 2025 8-K

Verisk Analytics 8-K Report, Material Agreement (Aug 21, 2025)

Verisk Analytics, Inc. entered into two credit agreements on August 15, 2025: a Term Credit Agreement providing a senior unsecured three-year delayed draw term loan of $750,000,000, and a Third Amended and Restated Credit Agreement providing a five-year senior unsecured revolving credit facility of $1,250,000,000. The term facility is available only upon the substantially concurrent closing of the company's acquisition of Exactlogix, Inc. d/b/a AccuLynx.com under a merger agreement dated July 29, 2025. The revolver replaces the company's $1,000,000,000 existing revolving facility and extends maturity to August 15, 2030. Borrowings bear interest at Term SOFR plus a margin of 100 to 162.5 basis points, or a base rate plus 0 to 62.5 basis points, depending on the company's public debt ratings. The agreements include an interest coverage requirement of at least 3.00:1.00 and a funded debt leverage ratio of no more than 3.75:1.00, with permitted temporary step-ups to 4.50:1.00 and 4.25:1.00 in connection with certain acquisitions. On August 21, 2025, the company also issued $750,000,000 of 4.500% Senior Notes due 2030 and $750,000,000 of 5.125% Senior Notes due 2036, under an underwriting agreement dated August 7, 2025. The company intends to use the note proceeds, together with up to $750 million of term loan borrowings and cash on hand, to fund the Acquisition purchase price and related fees and expenses. A $1.5 billion 364-day bridge loan commitment obtained on July 29, 2025 was terminated upon the issuance of the notes. Investors should note that the notes carry a special mandatory redemption feature at 101% of principal plus accrued interest if the Acquisition is not completed by the later of January 5, 2026 or any extended termination date, if the merger agreement is terminated, or if the company determines the acquisition will not close. The filing confirms the financing structure is designed to fund the acquisition and refinance existing revolving capacity, which together materially increase the company's committed debt capacity.

Aug 21, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

Verisk Analytics 8-K Report, Material Agreement (Jul 30, 2025)

On July 29, 2025, Verisk Analytics, Inc. (Nasdaq: VRSK) entered into an Agreement and Plan of Merger with Lenny Merger Sub, Inc., ExactLogix, Inc. (d/b/a AccuLynx.com), and the equityholders' representative, under which Merger Sub will merge into ExactLogix, which will survive as a wholly owned subsidiary of Verisk. The aggregate purchase price is $2.35 billion in cash, subject to customary adjustments for indebtedness, cash, working capital and transaction expenses, to be funded through fully committed debt financing and cash on hand. According to the accompanying press release (Exhibit 99.1), AccuLynx is a SaaS platform providing end-to-end business management workflow for residential property contractors, with expertise in roofing. Verisk expects the acquisition to be additive to revenue growth and adjusted EBITDA margin, and accretive to adjusted EPS by year-end 2026. Management frames the deal as extending Verisk's Property Estimating Solutions business and enhancing network connectivity across the insurance claims and restoration ecosystem. Closing is expected in the second half of 2025, by the end of the third quarter of 2025 per the press release, and is subject to ExactLogix equityholder approval, expiration or termination of the Hart-Scott-Rodino waiting period, and the absence of a material adverse effect on ExactLogix. Goldman Sachs Bank USA is lead arranger on bridge financing supporting the transaction.

Jul 30, 2025 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Verisk Analytics 8-K Report, Financial Results (Jul 30, 2025)

Verisk Analytics, Inc. filed this Form 8-K on July 30, 2025 to furnish its press release (Exhibit 99.1) reporting results for the quarter ended June 30, 2025. Second-quarter revenue was $773 million, up 7.8% (7.9% on an organic constant currency basis). Net income was $253 million, down 17.7%, mainly because the prior-year period included net gains from sales of its healthcare and specialized market businesses and the early extinguishment of debt. Adjusted EBITDA, a non-GAAP measure, was $445 million, up 11.9% (9.7% on an OCC basis), and diluted adjusted EPS rose 8.0% to $1.88, while diluted GAAP EPS fell 15.8% to $1.81. Management raised its full-year 2025 revenue guidance to $3,090–$3,130 million from $3,030–$3,080 million and narrowed its adjusted EBITDA guidance to $1,700–$1,740 million from $1,670–$1,720 million. Diluted adjusted EPS guidance was narrowed to $6.80–$7.00 from $6.80–$7.10, and interest expense guidance was raised to $190–$210 million from $145–$165 million. Free cash flow was $189 million in the quarter, up 22.6%, and the quarterly dividend was $0.45 per share. Subsequent to quarter-end, Verisk completed the $162.5 million cash acquisition of SuranceBay on July 17, 2025, and on July 29, 2025 entered into a definitive agreement to acquire AccuLynx for $2.35 billion in cash, subject to customary closing conditions including regulatory approval.

Jul 30, 2025 8-K

Verisk Analytics 8-K Report, Bylaw Amendment (May 27, 2025)

On May 20, 2025, Verisk Analytics, Inc. amended its Restated Certificate of Incorporation following approval by shareholders at its 2025 Annual Meeting. The Charter Amendments cover four changes: replacing the supermajority standard with a simple majority standard for amending the 10% ownership cap on Insurer Groups in Article SIXTH; replacing the default Delaware supermajority standard for certain business combinations with interested shareholders with a simple majority standard limited to non-interested shareholders; limiting certain monetary liability of officers as permitted by the DGCL; and granting shareholders owning 25% or more of the voting power the right to request a special meeting of shareholders. The Board also approved conforming and routine updates to the Amended and Restated Bylaws, including changes tied to the special meeting amendment. At the same meeting, shareholders elected all eleven board nominees to one-year terms, approved the advisory say-on-pay proposal, and ratified Deloitte & Touche LLP as independent auditors for the year ending December 31, 2025. All four Charter Amendments were approved. Shareholders rejected a separate shareholder proposal that would have allowed holders of 10% or more of the outstanding Common Stock to request a special meeting, with 66,360,673 votes against and 51,286,475 votes for. The filing's exhibits are the Restated Certificate of Incorporation effective May 20, 2025 (Exhibit 3.1), the Amended and Restated Bylaws effective May 20, 2025 (Exhibit 3.2), and the cover page interactive data file. Together, the charter changes modify governance rights and anti-takeover provisions, while the vote results show strong support for management's nominees and governance proposals.

May 27, 2025 8-K

Verisk Analytics 8-K Report, Financial Results (May 7, 2025)

Verisk Analytics, Inc. filed this Form 8-K on May 7, 2025 under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release announcing results for the quarter ended March 31, 2025. First-quarter revenue was $753 million, up 7.0% reported and 7.9% on an organic constant currency basis, with Underwriting revenue up 6.8% and Claims revenue up 7.5% (reported). Net income rose 5.9% to $232 million, adjusted EBITDA (non-GAAP) rose 9.5% to $417 million, and diluted GAAP EPS was $1.65, up 8.6%. Diluted adjusted EPS was $1.73, up 6.1%. Cash generation was strong: net cash provided by operating activities was $444.7 million, up 19.5%, and free cash flow was $391.0 million, up 23.3%. Management attributed the free cash flow increase to higher operating profit and a federal tax refund received in the quarter. The company returned over $250 million to shareholders through dividends and repurchases, completed a $200 million accelerated share repurchase in April 2025, and had $1.4 billion remaining under its repurchase authorization as of March 31, 2025. Total debt rose on a $698.3 million net debt issuance during the quarter, and cash and equivalents increased to $1,112.1 million. Management reiterated full-year 2025 guidance, including total revenue of $3.03 to $3.08 billion, adjusted EBITDA of $1.67 to $1.72 billion, and diluted adjusted EPS of $6.80 to $7.10. The Board approved a quarterly dividend of 45 cents per share, payable June 30, 2025.

May 7, 2025 8-K

Verisk Analytics 8-K Report, Corporate Update (Mar 11, 2025)

On March 11, 2025, Verisk Analytics, Inc. disclosed that it had entered into an Underwriting Agreement dated March 6, 2025 with BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the underwriters, to sell $700,000,000 aggregate principal amount of its 5.250% Senior Notes due 2035. The notes were offered under the company's shelf registration statement on Form S-3 (File No. 333-270827), filed March 24, 2023. On March 11, 2025, the company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, entered into a fifth supplemental indenture to the base indenture providing for the issuance of the notes. The notes bear interest at 5.250% per annum, mature on March 15, 2035, and pay interest semi-annually on March 15 and September 15, beginning September 15, 2025. The company may redeem the notes at a make-whole price at any time prior to December 15, 2034, and at 100% of principal plus accrued interest on or after that date. The indenture restricts the company and its subsidiaries from incurring liens and entering into sale and leaseback transactions, limits consolidations, mergers and sales of all or substantially all assets, and requires an offer to repurchase the notes upon certain change of control events. The filing incorporates the underwriting agreement, the indentures, the notes form and a legality opinion from Davis Polk & Wardwell LLP by reference as exhibits.

Mar 11, 2025 8-K

Verisk Analytics 8-K Report, Financial Results (Feb 26, 2025)

Verisk Analytics, Inc. furnished a press release announcing fourth-quarter and full-year 2024 results. Fourth-quarter consolidated revenues were $736 million, up 8.6% on a consolidated and organic constant currency (OCC) basis. For full-year 2024, revenues were $2,882 million, up 7.5% (7.1% on an OCC basis), and adjusted EBITDA was $1,576 million, up 9.9%. Full-year income from continuing operations rose 23.7% to $951 million, aided by a net gain of $100.6 million from the settlement of retained interests tied to prior divestitures. Diluted EPS attributable to Verisk was $6.66, up 27.6%, and diluted adjusted EPS was $6.64, up 16.3%. Free cash flow for the year was $920 million, up 10.8%. The company announced a 15% dividend increase, with the Board approving $0.45 per share payable March 31, 2025, and approved an additional share repurchase authorization of up to $1.0 billion. At December 31, 2024, $592 million remained under the prior authorization. During the fourth quarter, Verisk entered into and fully funded a $300 million accelerated share repurchase program. For fiscal 2025, management guided to revenue of $3,030 million to $3,080 million, adjusted EBITDA of $1,670 million to $1,720 million, an adjusted EBITDA margin of 55.0% to 55.8%, and diluted adjusted EPS of $6.80 to $7.10. The guidance incorporates the divestiture of the Atmospheric and Environmental Research (AER) business, which was sold in December 2024 for $7.1 million with a loss of $12.1 million.

Feb 26, 2025 8-K

Verisk Analytics 8-K Report, Financial Results (Oct 30, 2024)

Verisk Analytics, Inc. furnished a press release (Exhibit 99.1) reporting its financial results for the third quarter ended September 30, 2024. Consolidated revenues were $725 million, up 7.0% (6.8% on an organic constant currency basis). Income from continuing operations was $220 million, up 17.4%, and Adjusted EBITDA was $401 million, up 9.4%. Diluted GAAP EPS from continuing operations was $1.54, up 19.4%, and diluted adjusted EPS was $1.67, up 9.9%. Net cash provided by operating activities was $296 million and free cash flow was $241 million, up 22.9%. Management cited strength in its subscription-based model, with underwriting revenues up 6.7% and claims revenues up 7.9%. The company completed a $400 million accelerated share repurchase on October 25, 2024, repurchasing 1,515,616 shares at an average price of $263.92, and had $892 million remaining under its repurchase authorization as of September 30, 2024. The Board approved a 39-cent quarterly dividend payable December 31, 2024, which the filing describes as a 15% increase from 2023. The company reaffirmed its unchanged 2024 guidance: revenue of $2,840 million to $2,900 million, Adjusted EBITDA of $1,540 million to $1,600 million, an Adjusted EBITDA margin of 54.0% to 55.0%, and diluted adjusted EPS of $6.30 to $6.60.

Oct 30, 2024 8-K

Verisk Analytics 8-K Report, Financial Results (Jul 31, 2024)

Verisk Analytics, Inc. filed this Form 8-K on July 31, 2024 under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release reporting results for the quarter ended June 30, 2024 as Exhibit 99.1. Consolidated revenues were $717 million, up 6.2% (6.0% on an organic constant currency basis), with growth from both underwriting and claims within Insurance. Income from continuing operations was $308 million, up 50.7%, but this was primarily driven by net gains of $98.3 million from the settlement of retained interests tied to prior business sales and a $3.6 million gain on early debt extinguishment. Adjusted EBITDA was $397 million, up 8.8% (8.5% on an OCC basis), and free cash flow was $154 million, up 14.3%. Diluted GAAP EPS from continuing operations was $2.15, up 52.5%, while diluted adjusted EPS was $1.74, up 15.2%, which the company attributed to revenue and profit growth, a lower effective tax rate and a lower average share count from its accelerated share repurchase program. The company repurchased $150 million of common shares in the second quarter, and the Board approved a 39-cent quarterly dividend payable September 30, 2024, an increase of 15% from 2023. As of June 30, 2024, $1.3 billion remained under the repurchase authorization. Management left 2024 guidance unchanged, with revenue of $2,840 million to $2,900 million, adjusted EBITDA of $1,540 million to $1,600 million, and diluted adjusted EPS of $6.30 to $6.60. Investors should weigh the GAAP earnings growth against the one-time gains that drove it, and focus on the underlying 6% organic revenue growth and adjusted metrics.

Jul 31, 2024 8-K

Shareholder MattersExhibits & Filings

Verisk Analytics 8-K Report, Corporate Update (Jun 5, 2024)

Verisk Analytics, Inc. (VRSK) disclosed in this Form 8-K, filed June 5, 2024, that it issued $600,000,000 aggregate principal amount of 5.250% Senior Notes due 2034. The company entered into an Underwriting Agreement dated May 21, 2024 with BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the underwriters, and the notes were registered under its shelf registration statement on Form S-3 (File No. 333-270827), filed March 24, 2023. On June 5, 2024, the company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, entered into a Fourth Supplemental Indenture to the Base Indenture providing for the notes. Interest is payable June 5 and December 5 each year, beginning December 5, 2024, and the notes mature June 5, 2034. The company may redeem the notes at a make-whole price before March 5, 2034, and at 100% of principal plus accrued interest on or after that date. The indenture restricts the company and its subsidiaries from incurring liens and entering into sale and leaseback transactions, limits consolidations, mergers and transfers of substantially all assets, and requires an offer to repurchase the notes upon certain change of control events. The filing does not state the use of proceeds.

Jun 5, 2024 8-K

Verisk Analytics 8-K Report, Shareholder Vote Results (May 17, 2024)

Verisk Analytics, Inc. filed this Form 8-K to report the results of its 2024 Annual Meeting of Shareholders, held on May 15, 2024. Shareholders voted on four proposals: the election of eleven Board members to one-year terms, an advisory say-on-pay vote on named executive officer compensation, ratification of Deloitte & Touche LLP as independent auditor for the year ending December 31, 2024, and a shareholder proposal requesting a simple majority vote. All eleven nominees were elected. Each received more For votes than Against votes, though the margins varied widely: Jeffrey Dailey received 107,329,476 For and 15,696,380 Against, while Gregory Hendrick received 122,803,039 For and 243,138 Against. The say-on-pay proposal passed with 115,673,518 For and 7,311,169 Against, and the Deloitte ratification passed with 116,038,573 For and 13,781,318 Against. Shareholders also approved, on an advisory non-binding basis, the proposal requesting a simple majority vote, with 74,872,983 For, 46,673,949 Against, and 1,565,025 Abstaining. Broker non-votes were 6,762,748 for the director elections and related items. For investors, the filing shows broad support for the Board slate, executive pay, and the auditor. The simple majority vote proposal received the most For votes of any shareholder item in the filing, but it was less one-sided than the other items, and its result is advisory and non-binding. The filing's only listed exhibit is the Cover Page Interactive Data File (Exhibit 104), which is embedded within the Inline XBRL document.

May 17, 2024 8-K

Verisk Analytics 8-K Report, Financial Results (May 1, 2024)

Verisk Analytics, Inc. reported first-quarter 2024 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Consolidated revenues were $704 million, up 8.0% (6.9% on an organic constant currency basis). Income from continuing operations was $219 million, up 12.9%, and adjusted EBITDA, a non-GAAP measure, was $380 million, up 11.8% (10.6% on an OCC basis). Diluted GAAP EPS from continuing operations was $1.52, up 19.7%, and diluted adjusted EPS was $1.63, up 26.4%. Management cited strong underwriting growth and modest claims growth within the Insurance segment, along with a lower effective tax rate and a lower average share count. Cash generation and capital returns were also highlighted. Net cash provided by operating activities was $372 million, up 1.9%, and free cash flow was $317 million, up 4.2%. The company repurchased $200 million of common shares in the quarter through an accelerated share repurchase program completed in April 2024, and it had $1,442 million remaining under its share repurchase authorization as of March 31, 2024. The Board approved a quarterly cash dividend of 39 cents per share payable June 28, 2024, an increase of 15% from 2023. The company reiterated its fiscal 2024 guidance, including revenue of $2,840 million to $2,900 million, adjusted EBITDA of $1,540 million to $1,600 million, an adjusted EBITDA margin of 54.0% to 55.0%, and diluted adjusted EPS of $6.30 to $6.60.

May 1, 2024 8-K

Verisk Analytics 8-K Report, Executive Changes (Apr 1, 2024)

Verisk Analytics, Inc. filed this Current Report on Form 8-K to disclose the appointment of Gregory (Greg) Hendrick to its Board of Directors, effective immediately on April 1, 2024. The filing states that the appointment increases the size of the Board from ten to eleven members, and that Mr. Hendrick will stand for election at the 2024 annual shareholders meeting for a one-year term. The Board has not yet determined which committees he will serve on. The filing describes Mr. Hendrick, age 58, as having more than 35 years of insurance and reinsurance leadership and reinsurance underwriting experience. He has served as CEO of Vantage Group since October 2020, and as CEO of AXA XL from 2018 to 2020. Previously he spent 25 years with XL Group companies in roles including Chief Executive of Reinsurance and Chief Executive of Insurance. The filing states he is an independent director, will participate in the existing Director Compensation Plan, and has no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. The accompanying press release (Exhibit 99.1) is furnished rather than filed. It quotes CEO Lee Shavel and Board Chair Bruce Hansen welcoming the appointment, with Shavel stating Hendrick's industry understanding will help Verisk continue to innovate for insurance clients.

Apr 1, 2024 8-K

Other Events

Verisk Analytics 8-K Report, Corporate Update (Mar 12, 2024)

Verisk Analytics, Inc. disclosed in an 8-K filed March 12, 2024 under Item 8.01 (Other Events) that a former subsidiary, previously part of its Financial Services segment, has agreed to pay $37 million to the United States Department of Justice to resolve certain potential civil claims related to government contracts within that former segment. The subsidiary was sold to TransUnion LLC in April 2022, and the settlement relates to the period of Verisk's ownership of that business. Under the stock purchase agreement with TransUnion, Verisk agreed to indemnify TransUnion for certain losses arising from this matter, including the settlement amount. For investors, the key point is that the $37 million payment falls on Verisk through its indemnification obligation rather than on TransUnion, and that the matter concerns a business no longer owned by Verisk. The filing does not state how the amount will be reflected in Verisk's financial results. The filing is a brief disclosure of a single legal settlement and does not describe any changes to Verisk's core operations, guidance, or ongoing business segments.

Mar 12, 2024 8-K

Verisk Analytics 8-K Report, Financial Results (Feb 21, 2024)

Verisk Analytics, Inc. reported fourth-quarter and full-year 2023 results on February 21, 2024, via a press release furnished as Exhibit 99.1. Fourth-quarter consolidated revenues were $677.2 million, up 7.4% (6.0% on an organic constant currency basis), and full-year revenues were $2,681.4 million, up 7.4% (8.7% OCC). Full-year adjusted EBITDA rose 11.6% to $1,433.5 million, while income from continuing operations fell 26.3% to $768.4 million, reflecting prior-year items and a $38.2 million full-year litigation reserve tied to a former Financial Services segment inquiry (of which $19.0 million was recorded in the fourth quarter). Full-year diluted adjusted EPS grew 14.0% to $5.71, while diluted EPS attributable to Verisk fell 20.3% to $5.22. Cash generation remained strong: full-year free cash flow was $830.7 million, up 5.9%, and net cash provided by operating activities was $1,060.7 million. The company repurchased $250 million of shares in the fourth quarter, had $641.5 million remaining under its authorization at year-end, and the Board approved an additional $1.0 billion repurchase authorization on February 14, 2024. The Board also approved a quarterly dividend of 39 cents per share, a 15% increase, payable March 29, 2024. Management issued fiscal 2024 guidance calling for revenue of $2,840 million to $2,900 million, adjusted EBITDA of $1,540 million to $1,600 million, an adjusted EBITDA margin of 54.0% to 55.0%, and diluted adjusted EPS of $6.30 to $6.60, along with capital expenditures of $240 million to $260 million.

Feb 21, 2024 8-K

Verisk Analytics 8-K Report, Financial Results (Nov 1, 2023)

Verisk Analytics, Inc. furnished a press release (Exhibit 99.1) on November 1, 2023 reporting results for the quarter ended September 30, 2023. Consolidated revenues were $677.6 million, up 11.1% reported and up 9.4% on an organic constant currency (OCC) basis, driven by growth in underwriting and claims within the Insurance segment. Income from continuing operations was $187.4 million, up 13.1%, and adjusted EBITDA was $366.0 million, up 12.5% (11.8% on an OCC basis). Diluted GAAP EPS from continuing operations was $1.29, up 22.9%, and diluted adjusted EPS was $1.52, up 26.7%, with management attributing the adjusted EPS growth partly to the accelerated share repurchase program. Cash flow was weaker in the quarter: net cash provided by operating activities was $250.1 million, down 10.7%, and free cash flow was $195.8 million, down 8.7%. Management attributed the operating cash flow decline to lower tax payments in the prior year. The company paid a 34-cent dividend on September 30, 2023, repurchased $49.8 million of common stock in the quarter, and approved another 34-cent dividend payable December 29, 2023. A $19.2 million litigation reserve related to an indemnification for an inquiry tied to the former Financial Services segment was recorded in the quarter. Verisk maintained its 2023 guidance: revenue of $2.63-$2.66 billion, adjusted EBITDA of $1.39-$1.43 billion, adjusted EBITDA margin of 53%-54%, and adjusted EPS of $5.50-$5.70. The company had $891.5 million remaining under its share repurchase authorization as of September 30, 2023, and the $2.5 billion accelerated share repurchase program initiated in the first quarter is expected to complete in the fourth quarter.

Nov 1, 2023 8-K

Shareholder MattersExhibits & Filings

Verisk Analytics 8-K Report, Financial Results (Aug 2, 2023)

Verisk Analytics, Inc. furnished a press release (Exhibit 99.1, dated August 2, 2023) reporting results for the quarter ended June 30, 2023. Consolidated revenues were $675.0 million, up 10.1% (9.8% on an organic constant currency basis), driven by growth in underwriting and claims within the Insurance segment. Income from continuing operations was $204.3 million, up 17.7%, and Adjusted EBITDA (a non-GAAP measure) was $365.2 million, up 13.5%. Diluted GAAP EPS from continuing operations was $1.35, up 8.9%, and diluted adjusted EPS was $1.51, up 18.9%, which the company attributes partly to its accelerated share repurchase program. Cash generation improved meaningfully. Net cash provided by operating activities was $192.9 million, up 48.2%, and free cash flow was $134.7 million, up 120.8%, helped by a $75.2 million decrease in cash taxes paid that the company ties to a prior-year non-recurring gain on the 3E disposition. The company also declared a 34-cent quarterly dividend payable September 29, 2023. Management raised its 2023 outlook, now expecting consolidated revenue of $2.63 billion to $2.66 billion, adjusted EBITDA of $1.39 billion to $1.43 billion, and diluted adjusted EPS of $5.50 to $5.70. Adjusted EBITDA margin guidance is unchanged at 53-54%. The company made no share repurchases in the second quarter, and $941.3 million remained under its repurchase authorization as of June 30, 2023; the $2.5 billion accelerated share repurchase is expected to complete in the fourth quarter.

Aug 2, 2023 8-K

Verisk Analytics 8-K Report, Shareholder Vote Results (May 23, 2023)

Verisk Analytics, Inc. (VRSK) filed this Current Report on Form 8-K to disclose the voting results from its 2023 Annual Meeting of Shareholders, held on May 17, 2023. Shareholders elected all six nominees to the Board of Directors, each to serve a one-year term: Vincent K. Brooks, Jeffrey Dailey, Wendy Lane, Lee M. Shavel, Kimberly S. Stevenson, and Olumide Soroye. Each nominee received substantially more votes for than against. Shareholders also approved, on an advisory non-binding basis, the compensation of the company's named executive officers, with 111,858,290 votes for, 10,276,470 against, and 3,760,811 abstaining. On the frequency of future say-on-pay votes, 120,622,184 shareholders favored every year, compared with 27,673 for two years and 1,532,567 for three years. On May 17, 2023, the Board determined it would hold future say-on-pay votes annually until the next required frequency vote. Shareholders also ratified the appointment of Deloitte & Touche LLP as independent auditors for the year ending December 31, 2023, with 124,924,642 votes for, 6,810,788 against, and 211,920 abstaining. The filing includes only the cover page interactive data file exhibit.

May 23, 2023 8-K

Acquisitions & DispositionsExhibits & Filings

Verisk Analytics 8-K Report, Acquisition Completed (May 3, 2023)

Verisk Analytics, Inc. reported first-quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Consolidated revenues were $651.6 million, up 1.2% reported and up 9.8% on an organic constant currency (OCC) basis. The filing attributes the modest reported growth to the prior-year sales of its environmental health and safety business (3E) and Financial Services segment, which did not qualify as discontinued operations. Income from continuing operations was $194.4 million, down 60.1%, mainly because the prior-year period included a net gain of $377.1 million in other operating income from those sales. Adjusted EBITDA was $340.3 million, up 11.5% (15.7% OCC), and diluted GAAP EPS from continuing operations was $1.27, down 57.8%, while diluted adjusted EPS was $1.29, up 16.2%. Cash generation declined, with net cash provided by operating activities of $365.3 million, down 8.6%, and free cash flow of $304.1 million, down 10.5%. The filing attributes the decline to the dispositions of the Energy and Specialized Markets and Financial Services segments. The Energy business, Wood Mackenzie, was sold to Veritas Capital on February 1, 2023 for $3.1 billion in net cash consideration plus up to $200 million in contingent consideration, with a recognized loss of $128.4 million. During the quarter the company entered into and fully funded a $2.5 billion accelerated share repurchase program, and it received an initial delivery of 10.7 million shares. The Board approved a 34-cent quarterly dividend payable June 30, 2023, and management reaffirmed 2023 guidance of $2.59-$2.63 billion in revenue, $1.37-$1.42 billion in adjusted EBITDA, and $5.20-$5.50 in adjusted EPS.

May 3, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Verisk Analytics 8-K Report, Material Agreement (Apr 5, 2023)

Verisk Analytics, Inc. entered into the Fifth Amendment to its Second Amended and Restated Credit Agreement on April 5, 2023, with Bank of America, N.A. as administrative agent. The amendment extends the maturity date of the $1.0 billion revolving credit facility to five years after the date of the Fifth Amendment, and it updates the reference rates for borrowings to Term SOFR, SOFR Daily Floating Rate and SONIA. All borrowings under the Amended Credit Agreement remain unsecured. The amendment also changes the financial covenant based on the consolidated funded debt leverage ratio, raising the maximum from 3.50:1.00 to 3.75:1.00. It permits one temporary step-up to 4.25:1.00 and one further temporary step-up to 4.50:1.00 in connection with the closing of a permitted acquisition. The filing also describes modifications to the definition of "Applicable Rate" to reflect reductions in the unused commitment fee, along with other changes detailed in the amendment. For investors, the filing is a refinancing and covenant update rather than a new borrowing. It gives Verisk greater flexibility around leverage if it completes a permitted acquisition, and it extends the maturity of its core revolving liquidity. The full terms are set out in Exhibit 10.1, which the filing incorporates by reference.

Apr 5, 2023 8-K

Material AgreementsRegulation FDExhibits & Filings

Verisk Analytics 8-K Report, Corporate Update (Mar 7, 2023)

Verisk Analytics, Inc. (VRSK) filed this Current Report on Form 8-K to disclose the terms of a debt offering. On March 2, 2023, the company entered into an Underwriting Agreement with BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the underwriters, under which it agreed to sell $500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2033. The notes were issued under the company's shelf registration statement on Form S-3 (File No. 333-237408), filed on March 26, 2020. On March 7, 2023, the company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, entered into a third supplemental indenture to the base indenture to provide for the issuance of the notes. The notes bear interest at 5.750% per annum and mature on April 1, 2033, with interest payable semi-annually on April 1 and October 1, beginning October 1, 2023. Before January 1, 2033, the company may redeem the notes in whole or in part at a make-whole redemption price; on or after that date, it may redeem them at 100% of principal plus accrued and unpaid interest. The indenture restricts the company and its subsidiaries from incurring liens and entering into sale and leaseback transactions, and limits the company's ability to consolidate, merge or transfer all or substantially all of its assets. It also requires the company to offer to repurchase the notes upon certain change of control events. The filing lists the underwriting agreement, third supplemental indenture, form of notes, and a legal opinion from Davis Polk & Wardwell LLP among its exhibits.

Mar 7, 2023 8-K

Verisk Analytics 8-K Report, Material Agreement (Mar 7, 2023)

Verisk Analytics, Inc. (Nasdaq: VRSK) entered into accelerated share repurchase (ASR) agreements on March 6, 2023 with Citibank, N.A. and Goldman Sachs & Co. LLC to repurchase an aggregate of $2.5 billion of its common stock under its existing stock repurchase program. The company is funding the repurchases with cash on hand following the closing of the divestiture of its Energy business to Veritas Capital and the closing of its issuance of 5.750% senior notes due 2033 on March 7, 2023. Under the ASR Agreements, the company will pay an initial aggregate purchase price of $2.5 billion, and the counterparties are expected to make an initial delivery of approximately 10.7 million shares at inception. The final number of shares ultimately purchased will generally be based on the daily volume-weighted average share price during each agreement's calculation period, less an agreed discount. At final settlement, the company may receive additional shares or, in limited circumstances, be required to deliver shares or remit cash. Final settlement is expected in the fourth fiscal quarter ending December 31, 2023. Following the ASR Agreements, $941.3 million will remain available for share repurchases under the existing program. The company may also continue to repurchase shares in the open market subject to market and other conditions, according to the press release furnished as Exhibit 99.1.

Mar 7, 2023 8-K

Acquisitions & DispositionsOther EventsExhibits & Filings

Verisk Analytics 8-K Report, Financial Results (Feb 28, 2023)

Verisk Analytics, Inc. filed this Form 8-K on February 28, 2023 under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release (Exhibit 99.1) announcing fourth-quarter and full-year 2022 results. Fourth-quarter revenues from continuing operations were $630.4 million, essentially flat versus $630.3 million a year earlier, reflecting the sale of the 3E business and the Financial Services segment; on an organic constant currency basis, revenue rose 8.1%. Income from continuing operations was $215.8 million, and diluted GAAP EPS from continuing operations was $1.37, while diluted adjusted EPS was $1.43, up 18.2%. Adjusted EBITDA was $332.0 million, up 4.1% (12.9% on an OCC basis). Full-year 2022 revenues from continuing operations were $2,497.0 million, up 1.4%, with 6.5% OCC growth, and full-year adjusted EBITDA was $1,284.5 million. Net cash provided by operating activities for the full year was $1,059.0 million, and free cash flow was $784.3 million. Full-year income from continuing operations included a $354.2 million net operating income benefit in other operating line items, driven by a $393.9 million gain on sale of assets, a figure the filing reports within the cash flow statement. Capital returns were significant: the company repurchased $428.6 million of shares in the fourth quarter (including an accelerated share repurchase), $441.3 million remained under the authorization at year-end, and the Board approved a 9.7% dividend increase to 34 cents per share, payable March 31, 2023. Management plans to provide 2023 guidance on a March 1, 2023 earnings call. The Energy business was classified as discontinued operations and was sold on February 1, 2023.

Feb 28, 2023 8-K

Verisk Analytics 8-K Report, Acquisition Completed (Feb 7, 2023)

On February 1, 2023, Verisk Analytics, Inc. completed the sale of Wood Mackenzie, Inc. and Verisk New UK Holdco LP, which together comprised Verisk's global energy business, to entities controlled by Veritas Capital Fund VIII, L.P. The purchase price consists of $3.1 billion of cash consideration paid at closing, subject to customary purchase price adjustments, plus up to $200 million of additional potential deferred payments tied to Veritas' future return on investment in the Companies. The filing states that Verisk will no longer consolidate the Energy Business from the sale date, and that its historical results will be reported as discontinued operations beginning in the fourth quarter of 2022. The company's press release dated February 2, 2023 describes the closing as a "significant value-creating step" that returns Verisk to its roots as a strategic partner to the global insurance industry. The release notes that the sale follows the divestitures of Verisk's financial services and environmental health and safety businesses in 2022, which resulted from an in-depth portfolio review. Morgan Stanley & Co LLC acted as financial advisor and Davis Polk & Wardwell LLP as legal advisor to Verisk. The unaudited pro forma financial information in Exhibit 99.2 adjusts the September 30, 2022 balance sheet and the 2019 through nine-months 2022 statements of operations to reflect the Energy Disposition, along with the earlier 3E and VFS dispositions. On a pro forma basis, the nine months ended September 30, 2022 show revenues of $1,806.5 million versus $2,267.1 million as reported, and pro forma cash and cash equivalents of $3,181.5 million at September 30, 2022. The filing also notes a pre-tax gain on the Energy disposition of $376.6 million, offset by a $722.1 million realization of accumulated other comprehensive loss from liquidating the cumulative foreign currency translation adjustment.

Feb 7, 2023 8-K

Verisk Analytics 8-K Report, Executive Changes (Dec 30, 2022)

Verisk Analytics, Inc. disclosed in this Form 8-K (Item 5.02) that Mark V. Anquillare will step down as President and Chief Operating Officer effective January 15, 2023 (the "Separation Date"). The departure was previously announced on December 1, 2022 and disclosed in a Form 8-K filed December 2, 2022. On December 23, 2022, the company and Mr. Anquillare entered into a separation agreement, which is filed as Exhibit 10.1. Under the agreement, and in accordance with the Verisk Analytics, Inc. Senior Executive Severance Plan, Mr. Anquillare is eligible for a lump sum cash payment equal to 18 months of current base salary plus 1.5 times his fiscal year 2022 target annual cash bonus. He also receives cash equal to the spread value and value of his 2019 stock option and restricted share tranches (10/12ths of the 25% tranche), prorated cash for his relative TSR and ROIC performance share units based on the January 13, 2023 closing price, a $50,000 outplacement payment, and 18 months of continued health coverage at active employee rates. The agreement also provides for payment of his fiscal 2022 annual cash bonus at target and full accelerated vesting of restricted shares granted March 1, 2022. In exchange, Mr. Anquillare provides a general release of claims and agrees to a 12-month noncompetition covenant, a 12-month employee and customer nonsolicitation covenant, a 24-month cooperation covenant, and perpetual confidentiality and nondisparagement covenants. He remains subject to the company's trading and clearance policy for 12 months after the Separation Date.

Dec 30, 2022 8-K

Verisk Analytics 8-K Report, Executive Changes (Dec 2, 2022)

Verisk Analytics, Inc. filed this Current Report on Form 8-K to disclose a leadership change in its executive team. On December 1, 2022, the company announced that Mark V. Anquillare will step down as President and Chief Operating Officer effective January 15, 2023. Chief Executive Officer Lee M. Shavel will assume the role of President and will serve concurrently as President and CEO. The company states it does not currently plan to hire a new Chief Operating Officer. The filing states that the company anticipates entering into a separation agreement with Mr. Anquillare at a later date, reflecting the terms of his departure. No separation terms are specified in this filing. The accompanying press release notes that Mr. Anquillare has served as President and COO since May 2022, joined Verisk in 1992, served as CFO during the company's 2009 IPO through 2016, and was named COO in 2016, where he led the insurance vertical. The press release is furnished under Exhibit 99.1 and is not filed. The filing also includes an Inline XBRL cover page (Exhibit 104). For investors, the key takeaway is consolidation of the top operating and executive roles under the CEO, with no replacement COO planned at this time.

Dec 2, 2022 8-K

Other Events

Verisk Analytics 8-K Report, Corporate Update (Nov 14, 2022)

Verisk Analytics, Inc. (VRSK) disclosed in this Item 8.01 (Other Events) filing that its Board of Directors, on November 8, 2022, authorized an incremental $3.5 billion of share repurchases under its existing share repurchase program. Of this amount, $500 million is effective immediately. The remaining $3.0 billion is conditioned upon, and effective only after, the closing of the divestiture of the Company's Energy business under the Equity Purchase Agreement dated October 28, 2022 with Veritas Capital and the receipt of the cash proceeds contemplated by that agreement. The filing states that repurchases may be made in the open market or as otherwise determined, subject to market conditions, business opportunities and other factors, and that the company has no obligation to repurchase shares. The authorization has no expiration date and may be suspended or terminated at any time. Repurchased shares will be recorded as treasury stock and remain available for future reissuance. All amounts are in addition to previously announced authorizations still remaining. For investors, the key points are the sizable buyback capacity tied to the Energy business sale and the discretionary, open-ended nature of the program.

Nov 14, 2022 8-K

Material AgreementsOther EventsExhibits & Filings

Verisk Analytics 8-K Report, Financial Results (Nov 1, 2022)

Verisk Analytics, Inc. furnished a press release (Exhibit 99.1, dated November 1, 2022) announcing its results for the quarter ended September 30, 2022. Consolidated revenues were $745.3 million, down 1.8% reported and up 4.8% on an organic constant currency (OCC) basis, with the decline driven mainly by the sale of the 3E business and Verisk Financial Services. Net income attributable to Verisk was $189.4 million, down 6.1%, and diluted GAAP EPS was $1.20, down 3.2%. Adjusted EBITDA, a non-GAAP measure, was $383.5 million, up 1.2% (6.0% on an OCC basis). Net cash from operating activities was $280.2 million and free cash flow was $214.4 million, down 4.2%. The filing also highlights the suspension of all commercial operations in Russia, which the company says negatively affected revenue by $3.3 million in the quarter and drove incremental expense of $0.2 million. The Insurance segment grew 9.4% reported and 5.3% OCC, with Underwriting and rating up 11.7% reported. Verisk repurchased $300.0 million of shares in the quarter and had $407.5 million remaining under its authorization, and its Board approved a 31-cent quarterly dividend payable December 30, 2022. A significant event disclosed is the definitive agreement to sell Wood Mackenzie, its Energy business, to Veritas Capital for $3.1 billion in cash at closing, plus contingent consideration of up to $200 million. The company held a conference call on November 2, 2022.

Nov 1, 2022 8-K

Verisk Analytics 8-K Report, Material Agreement (Oct 31, 2022)

Verisk Analytics, Inc. (Nasdaq: VRSK) disclosed on October 31, 2022 that it entered into an Equity Purchase Agreement dated October 28, 2022 with Planet Jersey Buyer Ltd, an entity formed on behalf of and controlled by The Veritas Capital Fund VIII, L.P. and its affiliated funds, to sell its global energy business. The business comprises Wood Mackenzie, Inc. and Verisk New UK Holdco LP and their subsidiaries, for $3,100,000,000 in cash at closing, subject to customary purchase price adjustments, plus up to $200 million of potential deferred payments tied to Veritas' future return on its investment. The closing is not subject to a financing condition, but it requires customary conditions, including expiration or termination of the Hart-Scott-Rodino waiting period. The agreement allows termination if closing has not occurred by April 26, 2023. If Buyer fails to close when conditions are satisfied, Buyer must pay Verisk a $155,000,000 cash termination fee, which Veritas has guaranteed under a limited guarantee. The press release states the transaction is expected to close in the first quarter of 2023. Verisk intends to use the after-tax proceeds to pay down debt and return value to shareholders through share repurchases. The press release frames the sale as positioning Verisk as a strategic data, analytics and technology partner to the global insurance industry. Verisk also divested its financial services and environmental health and safety businesses earlier in 2022.

Oct 31, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Verisk Analytics 8-K Report, Material Agreement (Sep 15, 2022)

Verisk Analytics, Inc. (VRSK) disclosed in this Form 8-K, filed September 15, 2022, that on September 9, 2022 it entered into an Amended and Restated Loan Agreement with Bank of America, N.A., acting as initial lender and administrative agent. The amendment extends the initial six-month $125 million term loan facility, originally dated March 11, 2022, by one year. It also adds a 364-day $275 million revolving credit facility, which becomes available starting October 3, 2022. All borrowings under the amended agreement are unsecured and may be used for general corporate purposes. As of the closing of the amended agreement, the Company had not drawn on the revolving credit facility. The filing discloses no other financial results or operating information. For investors, the filing is a financing and liquidity update: it secures a one-year extension of existing term debt and adds a short-term revolving credit line that is undrawn at closing. The complete terms are in Exhibit 10.1, the Amended and Restated Loan Agreement, which the filing incorporates by reference.

Sep 15, 2022 8-K

Verisk Analytics 8-K Report, Executive Changes (Aug 22, 2022)

Verisk Analytics, Inc. filed this Form 8-K on August 22, 2022 to report the appointment of Olumide Soroye to its Board of Directors, effective immediately, as announced on August 18, 2022. The filing states that the appointment increases the size of the Board from thirteen to fourteen members, and that Mr. Soroye will join the class of directors continuing until the 2023 Annual Meeting of Shareholders and will serve on the Audit Committee. He is described as an independent director who will participate in the Company's existing Director Compensation Plan. Mr. Soroye, age 50, is president and chief executive officer of Fortive Corporation's Intelligent Operating Solutions segment. His prior roles include managing director of property intelligence & risk management at CoreLogic, senior vice president of technology and home services at QuinStreet, and partner at McKinsey & Company. The filing states there is no arrangement or understanding under which he was appointed, and that he is not a party to any related party transaction required to be disclosed under Item 404(a) of Regulation S-K. The filing is primarily a governance update rather than a financial disclosure. It includes a press release (Exhibit 99.1) in which CEO Lee Shavel and Board Chairperson Bruce Hansen comment on the appointment, with Hansen noting five new board members added over the last year. No financial results or guidance are reported in this filing.

Aug 22, 2022 8-K

Verisk Analytics 8-K Report, Financial Results (Aug 2, 2022)

Verisk Analytics, Inc. filed this Form 8-K on August 2, 2022 to furnish its press release (Exhibit 99.1) announcing results for the quarter ended June 30, 2022. Consolidated revenues were $746.3 million, down 0.2% reported but up 5.3% on an organic constant currency (OCC) basis. The filing attributes the reported decline primarily to the sale of the environmental health and safety business (3E) and Verisk Financial Services, partially offset by acquisitions. The suspension of commercial operations in Russia reduced revenue by $3.5 million in the quarter; normalizing for this, OCC revenue would have grown 5.9%. Insurance segment revenue rose 10.9% to $610.0 million, while Energy and Specialized Markets revenue fell 17.7% to $133.5 million. Profitability improved on a GAAP basis. Net income attributable to Verisk was $197.7 million, up 28.4%, helped mainly by a lower tax provision than in the prior-year period, which included a non-cash UK tax revaluation charge. Diluted GAAP EPS was $1.24, up 31.9%, and diluted adjusted EPS was $1.53, up 30.8%. Adjusted EBITDA was $380.8 million, up 2.7% (4.4% on an OCC basis). Cash generation weakened: operating cash flow was $130.2 million, down 44.2%, and free cash flow was $61.0 million, down 64.3%, both reflecting a $122.0 million increase in tax payments tied to the gain on disposition. Capital returns remained active. Verisk paid a 31-cent dividend on June 30, 2022, and its Board approved another 31-cent dividend payable September 30, 2022. The company repurchased $325.0 million of shares in the quarter, including an accelerated share repurchase, and had $707.5 million remaining under its repurchase authorization as of June 30, 2022.

Aug 2, 2022 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Verisk Analytics 8-K Report, Executive Changes (Jul 25, 2022)

Verisk Analytics, Inc. (VRSK) filed this Form 8-K on July 25, 2022 to report the appointment of Elizabeth Mann as Executive Vice President and Chief Financial Officer, effective September 15, 2022. Mann comes from S&P Global, Inc., where she served as chief financial officer for the Ratings and Mobility divisions from May 2019, and previously as senior vice president of capital management. She also held roles at Goldman Sachs from 2007 to 2019. In her new role she will lead the global finance organization, covering accounting and controllership, financial planning and analysis, investor relations, strategic sourcing and procurement, tax and treasury. The filing states that the CFO role was vacant after Lee Shavel became CEO in May, and David Grover, the controller and chief accounting officer, has been serving as interim CFO. Verisk's press release describes the appointment as a step toward its longer-term growth and return objectives. Compensation terms include a one-time restricted stock unit award of $3,000,000 vesting in two equal installments on the first and second anniversaries of the grant date, an initial annual base salary of $650,000, and an annual short-term incentive target of 125% of base salary. For 2022 she will receive a guaranteed STI award of $375,000 plus a prorated award, and an annual long-term incentive award of $2,000,000 is expected in January 2023. She will also enter a change-in-control severance agreement and participate in the Senior Executive Severance Benefit Plan.

Jul 25, 2022 8-K

Verisk Analytics 8-K Report, Bylaw Amendment (May 31, 2022)

Verisk Analytics, Inc. filed this Form 8-K reporting two items from its 2022 Annual Meeting of Shareholders held on May 25, 2022. On that date the Company amended its Amended and Restated Certificate of Incorporation to declassify its Board of Directors, providing for annual election of directors beginning with nominees elected at the 2022 Annual Meeting. Directors elected before that meeting will serve out their remaining three-year terms, and the classified board structure will be fully eliminated starting with the 2024 Annual Meeting. The Board also approved amendments to the Amended and Restated Bylaws to conform them to the declassification and to make other routine, non-substantive updates. Shareholders approved the declassification amendment, the advisory say-on-pay resolution, and the ratification of Deloitte & Touche LLP as independent auditors for the year ending December 31, 2022, and elected all five board nominees: Jeffrey Dailey, Constantine P. Iordanou, Wendy Lane, Lee M. Shavel, and Kimberly S. Stevenson. Vote tallies show strong support for the nominees and the declassification amendment, with Dailey receiving 134,101,634 votes for and Iordanou receiving 124,751,295 votes for and 13,650,215 against. The say-on-pay proposal received 114,630,546 votes for and 19,873,140 against, a closer result than the other items. The filing is primarily governance-related and contains no financial results. The amended certificate and bylaws are filed as Exhibits 3.1 and 3.2, and the filing includes the Cover Page Interactive Data File as Exhibit 104.

May 31, 2022 8-K

Verisk Analytics 8-K Report, Financial Results (May 3, 2022)

Verisk Analytics, Inc. filed this Form 8-K on May 3, 2022 under Item 2.02 to furnish its press release (Exhibit 99.1) reporting results for the quarter ended March 31, 2022. Consolidated revenues were $775.5 million, up 6.8% (5.3% on an organic constant currency basis). Net income attributable to Verisk was $505.7 million, up 199.9%, driven mainly by a $450.8 million gain from the sale of its environmental health and safety business (3E), partially offset by a $73.7 million long-lived asset impairment tied to the sale of its Financial Services segment. Adjusted EBITDA was $359.3 million, up 4.0%, and diluted adjusted EPS was $1.34, up 8.9%. The company noted that the suspension of all commercial operations in Russia and higher discrete professional fees weighed on revenue and adjusted EBITDA growth in the quarter. Net cash provided by operating activities was $399.6 million, down 10.9%, and free cash flow was $339.6 million, down 12.8%, reflecting lower cash collections tied to the 3E sale and delayed customer collections. Verisk repurchased $571.3 million of shares in the quarter and had $1,032.5 million remaining under its repurchase authorization at March 31, 2022. The filing also reports that Scott Stephenson's CEO transition was announced in the release, with Lee Shavel, CFO and group president, stepping into the role of CEO. The Board approved a quarterly cash dividend of 31 cents per share payable June 30, 2022.

May 3, 2022 8-K

Acquisitions & Dispositions

Verisk Analytics 8-K Report, Executive Changes (Apr 5, 2022)

On March 30, 2022, the Compensation Committee of Verisk Analytics, Inc.'s Board of Directors adopted the Verisk Analytics, Inc. Senior Executive Severance Benefits Plan (the "Executive Severance Plan"). The plan provides severance benefits to eligible senior executives, including the current named executive officers, whose employment is involuntarily terminated under the conditions the plan describes. Eligibility is limited to employees who report directly to the Chief Executive Officer or who are expressly designated by the Committee. A Qualifying Termination covers three situations: an involuntary termination without Cause; a resignation for Good Reason within two years after a Change in Control; or a resignation, after 60 days' prior notice and an opportunity to cure, due to a material adverse reduction in base salary, a material adverse reduction in responsibilities, duties, or authority, or a material relocation of more than 40 miles that materially increases the executive's commute. Benefits include lump-sum severance of 24 months of base salary for the CEO and 18 months for other eligible executives, a lump-sum bonus of 2x target short-term incentive for the CEO and 1.5x for others, up to 18 months of employer-paid COBRA premiums, and pro-rated acceleration of unvested time-based equity and performance stock units (with performance set at target). The plan replaces and supersedes all prior plans, programs, understandings, and arrangements providing severance-type benefits to eligible executives, unless otherwise specified in the plan. The full plan is filed as Exhibit 10.1, and the filing also includes the Cover Page Interactive Data File as Exhibit 104.

Apr 5, 2022 8-K

Verisk Analytics 8-K Report, Acquisition Completed (Mar 11, 2022)

On March 11, 2022, Verisk Analytics, Inc. completed the disposition of its 3E business ("3E"), along with certain of its wholly-owned subsidiaries, to Tamarack Buyer, L.L.C. under the Stock Purchase Agreement dated as previously disclosed. The buyer is an entity formed on behalf of, and controlled by, certain investment funds affiliated with New Mountain Capital, L.L.C. The transaction carries potential aggregate cash consideration of up to $950 million. The purchase price consists of $630 million of cash paid to Verisk at closing, subject to customary adjustments for the cash, working capital and indebtedness of 3E as of closing. Verisk may also receive up to $50 million of earnout payments tied to 3E's financial performance in 2023 and 2024, and up to $270 million of additional deferred payments tied to New Mountain's future return on its investment in 3E. For investors, the filing confirms closing of the divestiture and identifies the cash received at closing as the most certain component of the consideration. The remaining amounts are contingent on future performance and returns, so their realization is uncertain. The full terms are incorporated by reference to the Purchase Agreement, filed as Exhibit 2.1 to Verisk's Form 8-K dated January 24, 2022.

Mar 11, 2022 8-K