Why was the AccuLynx acquisition terminated?

The filing states that the merger was not consummated on or before December 26, 2025, the termination date as extended on November 21, 2025. The press release adds that the FTC notified Verisk it had not completed its review of the transaction by that date.

Is the termination final, or is ExactLogix likely to challenge it?

The termination has been delivered, but ExactLogix notified Verisk on December 26, 2025 that it believes the termination is invalid. Verisk strongly disagrees and intends to vigorously defend against any such assertions. The filing does not describe any legal proceedings beyond this notice.

What happens to the debt raised to fund the acquisition?

The $750 million Term Facility terminated automatically on December 26, 2025. Verisk will redeem the $750 million 2030 Notes and $750 million 2036 Notes in full at 101% of principal plus accrued and unpaid interest, with the special mandatory redemption date expected to be January 6, 2026.

How does management describe the company's capital allocation after the termination?

CEO Lee Shavel said Verisk remains committed to capital allocation discipline, balancing organic investment in its highest return on capital opportunities with returning capital to shareholders through dividends and repurchases. He said the company continues to have confidence in delivering results in line with its long-term growth targets for this year, for 2026 and beyond.

VRSK 8-K: Material Agreements & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed December 29, 2025. Cited figures are marked; the original filing is the authoritative source.

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^a 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^b 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.

02—Key points

Key Highlights

Merger with ExactLogix (AccuLynx) terminated on December 26, 2025, after the transaction was not consummated by the extended termination date
The press release states the FTC notified Verisk it had not completed its review of the transaction by the termination date
ExactLogix contends the termination is invalid; Verisk strongly disagrees and plans to vigorously defend its position
$750 million Term Facility with Bank of America automatically terminated on December 26, 2025
Verisk will redeem $750 million of 4.500% Senior Notes due 2030 and $750 million of 5.125% Senior Notes due 2036 at 101% of principal plus accrued interest
Special mandatory redemption date expected to be January 6, 2026
Pro forma for the redemption, leverage at September 30, 2025 would have been 1.9 times LTM adjusted EBITDA; $1.2 billion remained under the share repurchase authorization

03—Questions

Frequently Asked Questions

Why was the AccuLynx acquisition terminated?
The filing states that the merger was not consummated on or before December 26, 2025, the termination date as extended on November 21, 2025. The press release adds that the FTC notified Verisk it had not completed its review of the transaction by that date.
Is the termination final, or is ExactLogix likely to challenge it?
The termination has been delivered, but ExactLogix notified Verisk on December 26, 2025 that it believes the termination is invalid. Verisk strongly disagrees and intends to vigorously defend against any such assertions. The filing does not describe any legal proceedings beyond this notice.
What happens to the debt raised to fund the acquisition?
The $750 million Term Facility terminated automatically on December 26, 2025. Verisk will redeem the $750 million 2030 Notes and $750 million 2036 Notes in full at 101% of principal plus accrued and unpaid interest, with the special mandatory redemption date expected to be January 6, 2026.
How does management describe the company's capital allocation after the termination?
CEO Lee Shavel said Verisk remains committed to capital allocation discipline, balancing organic investment in its highest return on capital opportunities with returning capital to shareholders through dividends and repurchases. He said the company continues to have confidence in delivering results in line with its long-term growth targets for this year, for 2026 and beyond.

04—Continue

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