01—Abstract
Summary
Summary of the 8-K filed February 23, 2026. Cited figures are marked; the original filing is the authoritative source.
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 billiona 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 billionb will remain available under the existing stock repurchase program.
The repurchases are funded with $500 millionc 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.
02—Key points
Key Highlights
- Accelerated share repurchase agreements totaling $1.5 billion entered February 20, 2026, with HSBC Bank USA and Wells Fargo Bank as counterparties.
- Initial delivery of approximately 7.0 million shares of common stock expected at inception of the ASR Agreements.
- Final settlement expected no later than the quarter ending September 30, 2026; total share count depends on the daily VWAP less an agreed discount.
- Funding sources: $500 million under a new 364-day senior unsecured delayed draw term loan, $750 million under the existing revolving credit facility, and $250 million of cash on hand.
- Term Facility bears interest at Term SOFR plus 95 basis points, or a base rate, under the Term Credit Agreement dated February 18, 2026.
- Financial covenants include 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 two temporary step-up options (4.50:1.00 and 4.25:1.00) tied to permitted acquisitions.
- Approximately $1.0 billion remains available for share repurchases under the existing stock repurchase program after the ASR Agreements.
03—Questions
Frequently Asked Questions
How much is Verisk repurchasing in stock, and through whom?
Verisk entered into accelerated share repurchase 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.
How will the repurchases be funded?
The company is funding the ASR Agreements with $500 million of borrowings under the new Term Facility, $750 million of borrowings under its existing syndicated revolving credit facility, and $250 million of cash on hand.
How many shares will Verisk receive, and when?
The counterparties are expected to make an aggregate initial delivery of approximately 7.0 million shares at inception. The total number of shares ultimately purchased depends on the daily volume-weighted average share price during each calculation period, less an agreed discount, and the company may receive additional shares, or in limited circumstances deliver shares or cash, at final settlement.
When will the ASR Agreements be settled?
Final settlement is expected to occur no later than the third fiscal quarter ending September 30, 2026, with each settlement date determined at the counterparty's option within an agreed range, subject to earlier termination under certain limited circumstances.
What covenants apply to the new term loan?
The Term Credit Agreement requires 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 ability to elect one temporary step-up to 4.50:1.00 and one to 4.25:1.00 in connection with certain permitted acquisitions.
04—Continue