filings.toolsItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
5K characters. Original on sec.gov ·
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Market Information
Verisk trades under the ticker symbol “VRSK” on the NASDAQ Global Select Market. As of February 24, 2023, there were approximately 76 stockholders of record. We believe the number of beneficial owners is substantially greater than the number of record holders because a large portion of common stock is held in “street name” by brokers.
On February 16, 2022, April 27, 2022, July 27, 2022, and October 26, 2022, our Board approved a cash dividend of $0.31 per share of common stock issued and outstanding to the holders of record as of March 15, 2022, June 15, 2022, September 15, 2022, and December 15, 2022, respectively. Cash dividends of $195.2 million and $188.2 million were paid during the years ended December 31, 2022 and 2021 and recorded as a reduction to retained earnings, respectively. We have a publicly announced share repurchase plan and repurchased a total of 73,354,544 shares since our IPO through December 31, 2022. As of December 31, 2022, we had 389,301,902 shares of treasury stock.
Performance Graph
The graph below compares the cumulative total stockholder return on $100 invested in our common stock, with the cumulative total return on $100 invested in the S&P 500 index and an aggregate of peer issuers in our industry. The peer issuers used for this graph are Black Knight, Inc., CoreLogic Inc. (as of June 3, 2021, CoreLogic was no longer a publicly-traded company), CoStar Group Inc., Equifax Inc., Fair Isaac Corp., Gartner, Inc., Global Payments, Inc., IHS Markit (as of February 26, 2022, IHS Markit was no longer a publicly-traded company), Intercontinental Exchange, Inc., Jack Henry & Associates Inc., Moody’s Corporation, MSCI Inc., S&P Global, and TransUnion. The graph assumes that the value of investment in our common stock and each index was $100 at December 31, 2017 and that all cash dividends were reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURN
Assumes $100 Invested on December 31, 2017
Assumes Dividend Reinvested
Fiscal Year Ended December 31, 2022
Recent Sales of Unregistered Securities
We had no unregistered sales of equity securities during 2022.
Issuer Purchases of Equity Securities
Under the Repurchase Program, we may repurchase stock in the market or as otherwise determined by us. These authorizations have no expiration dates and may be suspended or terminated at any time. As of December 31, 2022, we had $441.3 million available to repurchase shares, inclusive of the $1,000 million authorization approved by the board on February 16, 2022 and $500 million authorization approved by the board on November 8, 2022. Our share repurchases for the quarter-ended December 31, 2022 are set forth below:
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | ||||||||||||||||
| October 1, 2022 through October 31, 2022 | 469,126 | (1) | $ | 170.53 | (1) | 469,126 | $ | 307.5 | ||||||||
| November 1, 2022 through November 30, 2022 | 353,069 | $ | 180.04 | 353,069 | $ | 763.9 | ||||||||||
| December 1, 2022 through December 31, 2022 | 1,561,472 | (1,2) | $ | 182.56 | (1,2) | 1,561,472 | $ | 441.3 | ||||||||
| 2,383,667 | (1,2) | $ | 179.82 | (1,2) | 2,383,667 |
(1) In September 2022, we entered into an ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $100.0 million with HSBC Bank USA, N.A. The ASR agreement is accounted for as a treasury stock transaction and a forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase price of $100.0 million on October 3, 2022, we received 469,126 shares of our common stock at a price of $170.53 per share. Upon final settlement in December 2022, we received an additional 108,508 shares as determined by the daily volume weighted average share price of our common stock during the term of the ASR agreement, bringing the total shares received under this ASR agreement to 577,634 and a final average price paid of $173.12 per share.
(2) In December 2022, we entered into an ASR agreement to repurchase shares of our common stock for an aggregate purchase price of $250.0 million with Bank of America USA, NA. The ASR agreement is accounted for as a treasury stock transaction and a forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase price of $250.0 million on December 14, 2022, we received 1,168,224 shares of our common stock at a price of $182.01 per share, representing an initial delivery of approximately 85 percent of the aggregate purchase price. Upon the final settlement of this ASR agreement in February of 2023, we received additional shares of 247,487 as determined by the daily volume weighted average share price of our common stock of $176.68 during the term of this ASR agreement.
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