filings.toolsItem 8. Consolidated Financial Statements and Supplementary Data
203K characters. Original on sec.gov · Markdown
Item 8. Consolidated Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Schedule
| Verisk Analytics, Inc. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the Years Ended December 31, 2025, 2024, and 2023. | |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | 49 |
| Consolidated Balance Sheets | 51 |
| Consolidated Statements of Operations | 52 |
| Consolidated Statements of Comprehensive Income | 53 |
| Consolidated Statements of Changes in Stockholders' Equity | 54 |
| Consolidated Statements of Cash Flows | 55 |
| Notes to Consolidated Financial Statements | 57 |
| Financial Statements Schedule | |
| Schedule II, Valuation and Qualifying Accounts and Reserves | 93 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Verisk Analytics, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Verisk Analytics, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 18, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Fixed Assets - Capitalization of Internal Software Development Costs - Refer to Notes 2 and 9 to the financial statements
Critical Audit Matter Description
As described in Note 2 to the financial statements, the Company’s capitalized software development costs primarily relate to internal-use software. Such costs are capitalized in the application development stage in accordance with ASC 350-40, Internal-use Software. Costs in the preliminary and post-implementation stages are typically expensed as incurred. Internal software development costs capitalized as of December 31, 2025 was $1,558.1 million and the related accumulated amortization was $1,052.2 million.
We identified capitalized internal software development costs as a critical audit matter because of the inherent complexity and level of judgment involved in assessing management's determination of qualifying activities during the application development stage for capitalization. This required a high degree of auditor judgment and an increased extent of effort to evaluate the appropriateness of management’s decisions regarding which activities qualify for capitalization and when a product reaches the application development stage.
How the Critical Audit Matter was addressed in the Audit
Our audit procedures related to the Company’s capitalization of internal software development costs included the following, among others:
| ● | We conducted inquiries with management to understand the processes and controls in place for identifying and capitalizing internal software development costs. | ||
|---|---|---|---|
| ● | We tested the effectiveness of controls over: | ||
| ○ | The identification and tracking of internal software development costs, including controls related to the authorization and approval of capitalizable costs. | ||
| ○ | The allocation of employee time and other resources to capitalizable projects, ensuring that only eligible costs were capitalized. | ||
| ● | We selected a sample of internal software development costs. For the selected samples, we performed testing to evaluate whether the costs met the capitalization criteria under the relevant accounting standards, including inspecting supporting documentation such as timesheets, invoices, project capitalization forms, and conducting inquiries with project managers. | ||
| ● | We assessed the completeness and accuracy of the data used by management in the capitalization process by reconciling the data with source documents, such as payroll records and vendor invoices, and ensuring that all relevant expenses were captured and recorded to validate that no capitalizable costs were omitted. | ||
| ● | We evaluated any indicators of project delays, cancellations, or other impairment indicators by reviewing project status reports, conducting inquiries with project managers, and evaluating the impact of any identified indicators on the capitalization of costs and the determination of the in-service date. |
/s/ Deloitte & Touche LLP
Morristown, New Jersey
February 18, 2026
We have served as the Company's auditor since 2001.
CONSOLIDATED BALANCE SHEETS
As of December 31, 2025 and 2024
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in millions, except par value and number of shares) | ||||||||
| ASSETS: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 2,178.2 | $ | 291.2 | ||||
| Accounts receivable, net | 422.2 | 434.4 | ||||||
| Prepaid expenses | 86.4 | 72.8 | ||||||
| Income taxes receivable | 48.6 | 83.3 | ||||||
| Other current assets | 30.0 | 29.9 | ||||||
| Total current assets | 2,765.4 | 911.6 | ||||||
| Noncurrent assets: | ||||||||
| Fixed assets, net | 582.8 | 605.9 | ||||||
| Operating lease right-of-use assets, net | 138.9 | 156.0 | ||||||
| Intangible assets, net | 346.6 | 392.4 | ||||||
| Goodwill | 1,878.2 | 1,726.6 | ||||||
| Deferred income tax assets | 36.6 | 34.3 | ||||||
| Other noncurrent assets | 447.0 | 437.9 | ||||||
| Total assets | $ | 6,195.5 | $ | 4,264.7 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | 319.1 | $ | 249.8 | ||||
| Short-term debt and current portion of long-term debt | 1,508.9 | 514.2 | ||||||
| Deferred revenues | 444.2 | 447.2 | ||||||
| Operating lease liabilities | 26.3 | 26.0 | ||||||
| Income taxes payable | 1.8 | 1.7 | ||||||
| Total current liabilities | 2,300.3 | 1,238.9 | ||||||
| Noncurrent liabilities: | ||||||||
| Long-term debt | 3,228.3 | 2,546.9 | ||||||
| Deferred income tax liabilities | 193.4 | 191.6 | ||||||
| Operating lease liabilities | 136.9 | 158.7 | ||||||
| Other noncurrent liabilities | 26.8 | 23.6 | ||||||
| Total liabilities | 5,885.7 | 4,159.7 | ||||||
| Commitments and contingencies (Note 21) | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock, $.001 par value; 2,000,000,000 shares authorized; 544,003,038 shares issued; 138,397,709 and 140,414,637 shares outstanding, respectively | 0.1 | 0.1 | ||||||
| Additional paid-in capital | 3,113.2 | 2,994.0 | ||||||
| Treasury stock, at cost, 405,605,329 and 403,588,401 shares, respectively | (10,721.8 | ) | (10,062.4 | ) | ||||
| Retained earnings | 7,810.5 | 7,153.4 | ||||||
| Accumulated other comprehensive income | 107.0 | 15.0 | ||||||
| Total Verisk stockholders' equity | 309.0 | 100.1 | ||||||
| Noncontrolling interests | 0.8 | 4.9 | ||||||
| Total stockholders’ equity | 309.8 | 105.0 | ||||||
| Total liabilities and stockholders’ equity | $ | 6,195.5 | $ | 4,264.7 |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Years Ended December 31, 2025, 2024, and 2023
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except per share amounts and number of shares) | ||||||||||||
| Revenues | $ | 3,072.7 | $ | 2,881.7 | $ | 2,681.4 | ||||||
| Operating expenses: | ||||||||||||
| Cost of revenues (exclusive of items shown separately below) | 925.5 | 901.1 | 876.5 | |||||||||
| Selling, general and administrative | 458.2 | 408.7 | 391.8 | |||||||||
| Depreciation and amortization of fixed assets | 259.2 | 233.6 | 206.8 | |||||||||
| Amortization of intangible assets | 67.5 | 72.3 | 74.6 | |||||||||
| Loss on sale of assets, net | 18.4 | 12.1 | - | |||||||||
| Total operating expenses | 1,728.8 | 1,627.8 | 1,549.7 | |||||||||
| Operating income | 1,343.9 | 1,253.9 | 1,131.7 | |||||||||
| Other income (expense): | ||||||||||||
| Net (loss) gain on early extinguishment of debt | (15.0 | ) | 3.6 | - | ||||||||
| Investment income and others, net | 13.3 | 95.7 | 11.0 | |||||||||
| Interest expense, net | (170.9 | ) | (124.6 | ) | (115.5 | ) | ||||||
| Total other expense, net | (172.6 | ) | (25.3 | ) | (104.5 | ) | ||||||
| Income from continuing operations before income taxes | 1,171.3 | 1,228.6 | 1,027.2 | |||||||||
| Provision for income taxes | (263.0 | ) | (277.9 | ) | (258.8 | ) | ||||||
| Income from continuing operations | 908.3 | 950.7 | 768.4 | |||||||||
| Gain (loss) from discontinued operations, net of tax benefit (expense) of $0.0, $6.8 and $(12.6), respectively (Note 11) | - | 6.8 | (154.0 | ) | ||||||||
| Net income | 908.3 | 957.5 | 614.4 | |||||||||
| Less: net loss attributable to noncontrolling interests | - | 0.7 | 0.2 | |||||||||
| Net income attributable to Verisk | $ | 908.3 | $ | 958.2 | $ | 614.6 | ||||||
| Basic net income per share attributable to Verisk: | ||||||||||||
| Income from continuing operations | $ | 6.50 | $ | 6.69 | $ | 5.24 | ||||||
| Income (loss) from discontinued operations | - | 0.05 | (1.05 | ) | ||||||||
| Basic net income per share attributable to Verisk: | $ | 6.50 | $ | 6.74 | $ | 4.19 | ||||||
| Diluted net income per share attributable to Verisk: | ||||||||||||
| Income from continuing operations | $ | 6.48 | $ | 6.66 | $ | 5.22 | ||||||
| Income (loss) from discontinued operations | - | 0.05 | (1.05 | ) | ||||||||
| Diluted net income per share attributable to Verisk: | $ | 6.48 | $ | 6.71 | $ | 4.17 | ||||||
| Weighted average shares outstanding: | ||||||||||||
| Basic | 139,667,160 | 142,154,655 | 146,623,989 | |||||||||
| Diluted | 140,082,773 | 142,842,261 | 147,336,159 |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For The Years Ended December 31, 2025, 2024, and 2023
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | ||||||||||||
| Net income | $ | 908.3 | $ | 957.5 | $ | 614.4 | ||||||
| Other comprehensive (loss) income, net of tax: | ||||||||||||
| Foreign currency translation adjustment | 83.0 | (39.7 | ) | 768.2 | ||||||||
| Pension and postretirement liability adjustment | 9.3 | (2.6 | ) | 21.8 | ||||||||
| Total other comprehensive income (loss) | 92.3 | (42.3 | ) | 790.0 | ||||||||
| Comprehensive income | 1,000.6 | 915.2 | 1,404.4 | |||||||||
| Less: Comprehensive gain attributable to noncontrolling interests | (0.3 | ) | (0.9 | ) | (0.4 | ) | ||||||
| Comprehensive income attributable to Verisk | $ | 1,000.3 | $ | 914.3 | $ | 1,404.0 |
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For The Years Ended December 31, 2025, 2024, and 2023
| Common Stock Issued | Par Value | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive (Losses) Income | Total Verisk Stockholders' Equity | Noncontrolling Interests | Total Stockholders’ Equity | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except for share data) | ||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2023 | 544,003,038 | $ | 0.1 | $ | 2,720.8 | $ | (6,239.5 | ) | $ | 5,999.1 | $ | (731.2 | ) | $ | 1,749.3 | $ | 18.4 | $ | 1,767.7 | |||||||||||||||||
| Net income | - | - | - | - | 614.6 | - | 614.6 | (0.2 | ) | 614.4 | ||||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | 790.0 | 790.0 | 0.6 | 790.6 | |||||||||||||||||||||||||||
| Investment in noncontrolling interests | - | - | (3.9 | ) | - | - | (0.6 | ) | (4.5 | ) | (6.6 | ) | (11.1 | ) | ||||||||||||||||||||||
| Common stock dividend (1) | - | - | - | - | (196.8 | ) | - | (196.8 | ) | - | (196.8 | ) | ||||||||||||||||||||||||
| Treasury stock acquired (12,849,921 shares) | - | - | 37.5 | (2,838.7 | ) | - | - | (2,801.2 | ) | - | (2,801.2 | ) | ||||||||||||||||||||||||
| Excise tax associated with share repurchases | - | - | - | (25.2 | ) | - | - | (25.2 | ) | - | (25.2 | ) | ||||||||||||||||||||||||
| Treasury stock share repurchased not yet settled | - | - | (37.5 | ) | 37.5 | - | - | - | - | - | ||||||||||||||||||||||||||
| Stock options exercised (1,295,815 shares transferred from treasury stock) | - | - | 115.5 | 25.6 | - | - | 141.1 | - | 141.1 | |||||||||||||||||||||||||||
| PSUs lapsed (27,771 shares issued from treasury stock) | - | - | (0.4 | ) | 0.4 | - | - | - | - | - | ||||||||||||||||||||||||||
| RSAs lapsed (106,613 shares transferred from treasury stock) | - | - | (1.7 | ) | 1.7 | - | - | - | - | - | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | 54.0 | - | - | - | 54.0 | - | 54.0 | |||||||||||||||||||||||||||
| Net share settlement from PSUs and RSAs (81,536 shares withheld for tax settlement) | - | - | (15.3 | ) | - | - | - | (15.3 | ) | - | (15.3 | ) | ||||||||||||||||||||||||
| Other stock issuances (27,315 shares transferred from treasury stock) | - | - | 3.3 | 0.7 | - | - | 4.0 | - | 4.0 | |||||||||||||||||||||||||||
| Balance as of December 31, 2023 | 544,003,038 | 0.1 | 2,872.3 | (9,037.5 | ) | 6,416.9 | 58.2 | 310.0 | 12.2 | 322.2 | ||||||||||||||||||||||||||
| Net income | - | - | - | - | 958.2 | - | 958.2 | (0.7 | ) | 957.5 | ||||||||||||||||||||||||||
| Other comprehensive income | - | - | - | - | - | (44.3 | ) | (44.3 | ) | 0.9 | (43.4 | ) | ||||||||||||||||||||||||
| Investment in noncontrolling interests | - | - | (7.0 | ) | - | - | 1.1 | (5.9 | ) | (7.5 | ) | (13.4 | ) | |||||||||||||||||||||||
| Common stock dividend (1) | - | - | - | - | (221.7 | ) | - | (221.7 | ) | - | (221.7 | ) | ||||||||||||||||||||||||
| Treasury stock acquired (3,994,244 shares) | - | - | 37.5 | (1,088.1 | ) | - | - | (1,050.6 | ) | - | (1,050.6 | ) | ||||||||||||||||||||||||
| Excise tax associated with share repurchases | - | - | - | (7.6 | ) | - | - | (7.6 | ) | - | (7.6 | ) | ||||||||||||||||||||||||
| Treasury stock share repurchased not yet settled | - | - | (45.0 | ) | 45.0 | - | - | - | - | |||||||||||||||||||||||||||
| Stock options exercised (976,351 shares transferred from treasury stock) | - | - | 101.9 | 22.9 | - | - | 124.8 | - | 124.8 | |||||||||||||||||||||||||||
| PSUs lapsed (27,819 shares issued from treasury stock) | - | - | (0.6 | ) | 0.6 | - | - | - | - | - | ||||||||||||||||||||||||||
| RSAs lapsed (73,211 shares transferred from treasury stock) | - | - | (1.7 | ) | 1.7 | - | - | - | - | - | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | 47.9 | - | - | - | 47.9 | - | 47.9 | |||||||||||||||||||||||||||
| Net share settlement from PSUs and RSAs (61,271 shares withheld for tax settlement) | - | - | (14.9 | ) | - | - | - | (14.9 | ) | - | (14.9 | ) | ||||||||||||||||||||||||
| Other stock issuances (22,771 shares reissued from treasury stock) | - | - | 3.6 | 0.6 | - | - | 4.2 | - | 4.2 | |||||||||||||||||||||||||||
| Balance as of December 31, 2024 | 544,003,038 | 0.1 | 2,994.0 | (10,062.4 | ) | 7,153.4 | 15.0 | 100.1 | 4.9 | 105.0 | ||||||||||||||||||||||||||
| Net income | - | - | - | - | 908.3 | - | 908.3 | - | 908.3 | |||||||||||||||||||||||||||
| Other comprehensive income | - | - | - | - | 92.0 | 92.0 | 0.3 | 92.3 | ||||||||||||||||||||||||||||
| Investment in noncontrolling interests | - | - | (0.7 | ) | - | - | - | (0.7 | ) | (4.4 | ) | (5.1 | ) | |||||||||||||||||||||||
| Common stock dividend (1) | - | - | - | - | (251.2 | ) | - | (251.2 | ) | - | (251.2 | ) | ||||||||||||||||||||||||
| Treasury stock acquired (2,599,886 shares) | - | - | 45.0 | (669.2 | ) | - | - | (624.2 | ) | - | (624.2 | ) | ||||||||||||||||||||||||
| Excise tax associated with share repurchases | - | - | - | (5.0 | ) | - | - | (5.0 | ) | - | (5.0 | ) | ||||||||||||||||||||||||
| Stock options exercised (418,936 shares transferred from treasury stock) | - | - | 46.8 | 10.6 | - | - | 57.4 | - | 57.4 | |||||||||||||||||||||||||||
| PSUs lapsed (63,469 shares issued from treasury stock) | - | - | (1.6 | ) | 1.6 | - | - | - | - | - | ||||||||||||||||||||||||||
| RSAs lapsed (76,979 shares transferred from treasury stock) | - | - | (2.0 | ) | 2.0 | - | - | - | - | - | ||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | 54.2 | - | - | - | 54.2 | - | 54.2 | |||||||||||||||||||||||||||
| Net share settlement from PSUs and RSAs (94,455 shares withheld for tax settlement) | - | - | (26.7 | ) | - | - | - | (26.7 | ) | - | (26.7 | ) | ||||||||||||||||||||||||
| Other stock issuances (23,574 shares reissued from treasury stock) | - | - | 4.2 | 0.6 | - | - | 4.8 | - | 4.8 | |||||||||||||||||||||||||||
| Balance as of December 31, 2025 | 544,003,038 | $ | 0.1 | $ | 3,113.2 | $ | (10,721.8 | ) | $ | 7,810.5 | $ | 107.0 | $ | 309.0 | $ | 0.8 | $ | 309.8 |
(1) Refer to Note 16. Stockholders' Equity for discussion related to quarterly cash dividends declared per share
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended December 31, 2025, 2024, and 2023
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | ||||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | $ | 908.3 | $ | 957.5 | $ | 614.4 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation and amortization of fixed assets | 259.2 | 233.6 | 206.8 | |||||||||
| Amortization of intangible assets | 67.5 | 72.3 | 74.6 | |||||||||
| Amortization of debt issuance costs and original issue discount, net of original issue premium | 23.1 | 2.6 | 1.5 | |||||||||
| Provision for doubtful accounts | 17.6 | 13.3 | 8.7 | |||||||||
| Net loss (gain) on early extinguishment of debt | 15.0 | (3.6 | ) | — | ||||||||
| Loss on sale of assets, net | 18.4 | 12.1 | 131.1 | |||||||||
| Impairment of cost-based investments | — | 1.7 | 6.5 | |||||||||
| Stock-based compensation expense | 54.2 | 47.9 | 54.0 | |||||||||
| Net gain upon settlement of investment in non-public companies | — | (100.6 | ) | — | ||||||||
| Impairment of long-lived assets | 2.2 | 7.6 | — | |||||||||
| Deferred income taxes | 41.3 | (20.7 | ) | 52.7 | ||||||||
| Loss on disposal of fixed assets, net | — | 6.5 | 3.8 | |||||||||
| Gain on lease modification | — | (1.9 | ) | — | ||||||||
| Acquisition related liability adjustment | 4.8 | (1.1 | ) | (20.0 | ) | |||||||
| Other operating | (11.7 | ) | — | — | ||||||||
| Changes in assets and liabilities, net of effects from acquisitions: | ||||||||||||
| Accounts receivable | (1.3 | ) | (116.6 | ) | (83.0 | ) | ||||||
| Prepaid expenses and other assets | (2.9 | ) | 19.4 | (56.9 | ) | |||||||
| Operating lease right-of-use assets, net | 23.9 | 28.8 | 26.8 | |||||||||
| Income taxes | (1.4 | ) | 1.6 | (55.8 | ) | |||||||
| Accounts payable and accrued liabilities | 47.9 | (60.8 | ) | 46.5 | ||||||||
| Deferred revenues | (2.0 | ) | 73.1 | 81.2 | ||||||||
| Operating lease liabilities | (28.1 | ) | (35.0 | ) | (27.1 | ) | ||||||
| Other liabilities | — | 6.3 | (5.1 | ) | ||||||||
| Net cash provided by operating activities | 1,436.0 | 1,144.0 | 1,060.7 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Acquisitions and purchases of controlling interests, net of cash acquired of $4.9, $1.8, and $8.0, respectively | (184.8 | ) | (23.4 | ) | (83.3 | ) | ||||||
| Proceeds from sale of businesses | 80.0 | 6.4 | 3,066.4 | |||||||||
| Investments in non-public companies, net | (6.5 | ) | (1.0 | ) | (2.2 | ) | ||||||
| Proceeds received upon settlement of investment in non-public companies | — | 113.3 | — | |||||||||
| Escrow (funding) release associated with acquisitions | (2.7 | ) | 3.8 | (3.8 | ) | |||||||
| Capital expenditures | (244.1 | ) | (223.9 | ) | (230.0 | ) | ||||||
| Other investing activities, net | — | — | (0.6 | ) | ||||||||
| Net cash (used in) provided by investing activities | (358.1 | ) | (124.8 | ) | 2,746.5 |
The accompanying notes are an integral part of these consolidated financial statements.
VERISK ANALYTICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For The Years Ended December 31, 2025, 2024, and 2023
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from (repayment of) short-term debt | 1,497.9 | — | (1,265.0 | ) | ||||||||
| Proceeds from issuance of long-term debt, inclusive of original issue premium and net of original issue discount | 698.3 | 590.2 | 495.2 | |||||||||
| Repayment of current portion of long-term debt | (500.0 | ) | — | (125.0 | ) | |||||||
| Payment of debt issuance costs | (25.4 | ) | (5.3 | ) | (6.0 | ) | ||||||
| Payment on early extinguishment of debt | — | (396.4 | ) | — | ||||||||
| Repurchases of common stock | (624.0 | ) | (1,005.0 | ) | (2,762.3 | ) | ||||||
| Treasury stock repurchased not yet settled | — | (45.0 | ) | (37.5 | ) | |||||||
| Payment of excise tax | (7.6 | ) | (25.2 | ) | — | |||||||
| Net share settlement of taxes from restricted stock and performance share awards | (26.7 | ) | (14.9 | ) | (15.3 | ) | ||||||
| Proceeds from stock options exercised | 56.9 | 124.8 | 141.9 | |||||||||
| Payment of contingent liability related to acquisition | — | (8.5 | ) | — | ||||||||
| Dividends paid | (251.1 | ) | (221.3 | ) | (196.8 | ) | ||||||
| Other financing activities, net | (23.1 | ) | (21.9 | ) | (15.7 | ) | ||||||
| Net cash provided by (used in) financing activities | 795.2 | (1,028.5 | ) | (3,786.5 | ) | |||||||
| Effect of exchange rate changes | 13.9 | (2.2 | ) | (10.7 | ) | |||||||
| Increase (decrease) in cash and cash equivalents | 1,887.0 | (11.5 | ) | 10.0 | ||||||||
| Cash and cash equivalents, beginning of period | 291.2 | 302.7 | 292.7 | |||||||||
| Cash and cash equivalents, end of period | $ | 2,178.2 | $ | 291.2 | $ | 302.7 | ||||||
| Supplemental disclosures: | ||||||||||||
| Income taxes paid | $ | 218.0 | $ | 287.7 | $ | 276.0 | ||||||
| Interest paid | $ | 150.3 | $ | 131.6 | $ | 111.2 | ||||||
| Noncash investing and financing activities: | ||||||||||||
| Deferred tax liability established on date of acquisitions | $ | 2.5 | $ | 1.4 | $ | 8.7 | ||||||
| Net assets sold as part of the dispositions, net of cash sold | $ | 90.5 | $ | 17.3 | $ | 3,211.8 | ||||||
| Finance lease additions, net of disposals | $ | 5.3 | $ | 28.8 | $ | 45.6 | ||||||
| Operating lease additions (terminations) | $ | 6.2 | $ | (4.4 | ) | $ | 34.3 | |||||
| Fixed assets included in accounts payable and accrued liabilities | $ | - | $ | 0.2 | $ | 2.2 |
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in millions, except for share and per share data, unless otherwise stated)
Verisk Analytics, Inc. (the "Company") is a strategic data analytics and technology partner to the global insurance industry. We empower clients to strengthen operating efficiency, improve underwriting and claims outcomes, combat fraud and make informed decisions about global risks, including climate change, extreme events, sustainability, and political issues. Through advanced data analytics, software, scientific research, and deep industry knowledge, we help build global resilience for individuals, communities, and businesses. We trade under the ticker symbol "VRSK" on the Nasdaq Global Select Market.
2. Basis of Presentation and Summary of Significant Accounting Policies:
Our accompanying consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include acquisition purchase price allocations, the fair value of goodwill, the realization of deferred tax assets and liabilities, acquisition-related liabilities, fair value of stock-based compensation for equity awards granted, and assets and liabilities for pension and postretirement benefits. Actual results may ultimately differ from those estimates.
On February 1, 2023, we completed the sale of our Energy business. We determined that the sale of our Energy business met the “discontinued operations” criteria in accordance with FASB ASC 205-20, due to its relative size and strategic rationale. The consolidated balance sheets and consolidated statements of operations, and the notes to the consolidated financial statements were recasted for all periods presented to reflect the discontinuation of the Energy business, in accordance with ASC 205-20. The discussion in the notes to these consolidated financial statements, unless otherwise noted, relates solely to our continuing operations.
Significant accounting policies include the following:
(a) Intercompany Accounts and Transactions
The consolidated financial statements include all of our accounts. All intercompany accounts and transactions have been eliminated.
(b) Revenue Recognition
The following describes our primary types of revenues and the applicable revenue recognition policies. We recognize revenues through recurring and non-recurring long-term agreements (generally one to five years) for hosted subscriptions, advisory/consulting services, and for transactional solutions. Our revenues are primarily derived from the sale of services where revenue is recognized when or as control of the promised services is transferred to customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those services. Fees for services provided by us are non-refundable. Revenue is recognized net of applicable sales tax withholdings.
Hosted Subscriptions
We offer hosted subscriptions, where customers access content only through our online portal (the "Hosted Subscription"). We grant a license to our customer to enter our online portal. The license is a contractual mechanism that allows our customer to access our online portal for a defined period of time. As the license alone does not provide utility to our customer, our customer has no contractual right to take possession of our online portal at any time, and our customer cannot engage another party to host our online portal and related content, it is not considered a functional license under ASC 606, Revenue from Contracts with Customers ("ASC 606"). Our promise to our customer is to provide continuous access to our online portal and to update the content throughout the subscription period. Hosted Subscription is a single performance obligation that represents a series of distinct services (daily access to our online portal and related content) that are substantially the same and that have the same pattern of transfer to our customer. We recognize revenue for Hosted Subscriptions ratably over the performance obligation period on a straight-line basis as services are performed and continuous access to information in our online portal is provided over the entire term of the agreements. Subscriptions are generally paid in advance of rendering services either quarterly or annually upon commencement of the performance obligation period.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Advisory/Consulting Services
We provide certain discrete project-based advisory/consulting services, which are recognized over time by measuring the progress toward complete satisfaction of the performance obligation, based on the input method of consulting hours worked; this aligns with the results achieved and value transferred to our customer. The hours consumed are most reflective of the measure of progress towards satisfying the performance obligation, as the resources hours worked directly tie to the progress of the services to be provided. In general, they are billed over the course of the project.
Transactional Solutions
Certain solutions are also paid for by customers on a transactional basis. We recognize these revenues as the solutions are delivered or services performed at a point in time. In general, our customers are billed monthly at the end of each month.
(c) Deferred Revenues
We invoice our customers in annual, quarterly, monthly, or milestone installments. Amounts billed and/or collected in advance of services being provided are recorded as “Deferred revenues” and “Other noncurrent liabilities” in our accompanying consolidated balance sheets and are recognized as the services are performed, control is transferred to customers, and the applicable revenue recognition criteria is met.
(d) Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are generally recorded at the invoiced amount. Unbilled receivables are short-term in nature and expected to be billed within one year. The allowance for doubtful accounts or expected credit losses is estimated based on an analysis of the aging of the accounts receivable, historical write-offs, customer payment patterns, individual customer credit worthiness, current economic trends, reasonable and supportable forecasts of future economic conditions, and/or establishment of specific reserves for customers in adverse financial condition. We assess the adequacy of the allowance for doubtful accounts on a quarterly basis.
(e) Deferred Commissions
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. The incremental costs of obtaining a contract with a customer, which primarily consist of sales commissions, are deferred and amortized over a useful life of five years that is consistent with the transfer to our customer the services to which the asset relates. We classify deferred commissions as current or noncurrent based on the timing of expense recognition. The current and noncurrent portions of deferred commissions are included in "Prepaid expenses" and "Other noncurrent assets", respectively, in our accompanying consolidated balance sheets. Amortization expense related to deferred commissions is computed on a straight-line basis over its estimated useful life and included in "Selling, general and administrative" within our accompanying consolidated statements of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(f) Fixed Assets and Finite-lived Intangible Assets
Fixed assets and finite-lived intangibles are stated at cost less accumulated depreciation and amortization, which is computed on a straight-line basis over their estimated useful lives. Leasehold improvements are amortized over the shorter of the useful life of the asset or the lease term.
Our internal software development costs primarily relate to internal-use software. We account for the cost of software developed for internal use by capitalizing qualifying costs, which are substantially incurred during the application development stage, in accordance with ASC 350-40. The amounts capitalized primarily relate to internally developed software used to provide services to customers and are included in "Fixed assets, net" in our accompanying consolidated balance sheets. Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the related product, which is typically three years, beginning with the date the software is placed into service. Costs incurred in the preliminary and post-implementation stages of our products are expensed as incurred.
In accordance with ASC 360, Property, Plant & Equipment, whenever events or changes in circumstances indicate that the carrying amount of long-lived assets and finite-lived intangible assets may not be recoverable, we review our long-lived assets and finite-lived intangible assets for impairment by first comparing the carrying value of our assets to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of our assets. If the carrying value exceeds the sum of our assets’ undiscounted cash flows, we estimate and recognize an impairment loss by taking the difference between the carrying value and fair value of our assets.
(g) Leases
We have operating and finance leases for corporate offices, data centers, and certain equipment that are accounted for under ASC 842, Leases. We determine if an arrangement is a lease at inception. We consider any contract where there is an identified asset and whether we have the right to control the use of such asset in determining whether the contract contains a lease. A right-of-use ("ROU") asset represents our right to use an underlying asset for the lease term and the lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our operating leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available on the adoption date in determining the present value of lease payments. The incremental borrowing rate was calculated by using our credit rating on our publicly-traded U.S. unsecured bonds and estimating an appropriate credit rating for similar secured debt instruments. Our calculated credit rating on secured debt instruments determined the yield curve used. We calculated an implied spread and applied the spreads to the risk-free interest rates based on the yield of the U.S. Treasury zero coupon securities with a maturity equal to the remaining lease term in determining the borrowing rates for all operating leases. Our operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating lease transactions are included in "Operating lease right-of-use assets, net", and "Operating lease liabilities", current and noncurrent, within our accompanying consolidated balance sheets. Finance leases are included in property and equipment under "Fixed assets, net", "Short-term debt and current portion of long-term debt", and "Long-term debt" within our accompanying consolidated balance sheets.
(h) Fair Value of Financial and Non-financial Instruments
We follow the provisions of ASC 820-10, Fair Value Measurements (“ASC 820-10”), which defines fair value, establishes a framework for measuring fair value under U.S. GAAP and expands fair value measurement disclosures. We follow the provisions of ASC 820-10 for our financial assets and liabilities recognized or disclosed at fair value on a recurring basis. We follow the provisions of ASC 820-10 for our non-financial assets and liabilities recognized or disclosed at fair value.
(i) Foreign Currency
We have determined local currencies are the functional currencies of our foreign operations. The assets and liabilities of foreign subsidiaries are translated at the period-end rate of exchange and statement of operations items are translated at the average rates prevailing during the year. The resulting translation adjustment is recorded as a component of “Accumulated other comprehensive (losses) income” in our accompanying consolidated statements of changes in stockholders’ equity; however, any related profit and loss effects are recognized as incurred.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(j) Stock-Based Compensation
We follow ASC 718, Stock Compensation (“ASC 718”). Under ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the awards granted, and is recognized as expense over the requisite service period.
Our nonqualified stock options have an exercise price equal to the closing price of our common stock on the grant date, with a ten-year contractual term. The expected term for our stock options granted for a majority of the awards granted was estimated based on studies of historical experience and projected exercise behavior. However, for certain awards granted, for which no historical exercise pattern exists, the expected term was estimated using the simplified method. The risk-free interest rate is based on the yield of U.S. Treasury zero coupon securities with a maturity equal to the expected term of the equity award. The volatility factor is calculated using our historical daily closing prices over the most recent period that is commensurate with the expected term of the stock option awards. The expected dividend yield was based on our expected annual dividend rate on the date of grant.
The fair value of our restricted stock is determined using the closing price of our common stock on the grant date. Our restricted stock is not assignable or transferable until it becomes vested. Restricted stock generally has a service vesting period of four years and we recognize the expense ratably over this service vesting period.
Performance share units (“PSU”) vest at the end of a three-year performance period, subject to the recipient’s continued service. Each PSU represents the right to receive one share of our common stock and the ultimate realization is based on our achievement of certain market performance criteria, namely relative total shareholder returns as compared to the S&P 500 index ("TSR-based PSUs"), or certain financial performance conditions, namely incremental return on invested capital ("ROIC-based PSUs"). We determine the grant date fair value of TSR-based PSUs with the assistance of a third-party valuation specialist and based on estimates provided by us. The valuation of our TSR-based PSUs employed the Monte Carlo simulation model, which includes certain key assumptions that were applied to us and our peer group. Those key assumptions included valuation date stock price, expected volatility, correlation coefficients, risk-free rate of return, and expected dividend yield. The valuation date stock price is based on the dividend-adjusted closing price on the grant date. Expected volatility is calculated using historical daily closing prices over a period that is commensurate with the length of the performance period. The correlation coefficients are based on the price data used to calculate the historical volatilities. The risk-free rate of return is based on the yield of U.S. Treasury zero coupon securities with a maturity equal to the length of the performance period. The expected dividend yield was based on our and our peer group’s expected dividend rate over the performance period. We determine the grant date fair value of ROIC-based PSUs based on the closing price of our common stock on the grant date.
We estimate expected forfeitures of equity awards at the date of grant and recognize compensation expense only for those awards expected to vest. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate. Changes in the forfeiture assumptions may impact the total amount of expense ultimately recognized, as well as the timing of expense recognized over the requisite service period.
Excess tax benefit from exercised stock options, lapsing of restricted stock and PSUs is recorded as an income tax benefit in our accompanying consolidated statements of operations. This tax benefit is calculated as the excess of the intrinsic value of options exercised and of the market value of restricted stock lapsed over the compensation recognized for financial reporting purposes.
(k) Research and Development Costs
Research and development costs, which are primarily related to personnel and related overhead costs incurred in developing new services for customers, are expensed as incurred. Such costs were $40.9 million, $35.3 million, and $36.8 million for the years ended December 31, 2025, 2024, and 2023, respectively, and were included in "Cost of revenues" in our accompanying consolidated statements of operations.
(l) Advertising Costs
Advertising costs, which are primarily associated with promoting our brand, names and solutions provided, are expensed as incurred. Such costs were $9.7 million, $9.1 million, and $11.9 million for the years ended December 31, 2025, 2024, and 2023, respectively, and were included in "Selling, general and administrative" in our accompanying consolidated statements of operations.
(m) Income Taxes
We account for income taxes under the asset and liability method under ASC 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
Deferred tax assets are recorded to the extent these assets are more likely than not to be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial operations. Valuation allowances are recognized to reduce deferred tax assets if it is determined to be more likely than not that all or some of the potential deferred tax assets will not be realized.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We follow ASC 740-10, Income Taxes (“ASC 740-10”), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740-10 provides that a tax benefit from an uncertain tax position may be recognized based on the technical merits when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes. Income tax positions must meet a more likely than not recognition threshold in accordance with ASC 740-10. This standard also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in our accompanying consolidated statements of operations. Accrued interest and penalties are included within “Other liabilities” on our accompanying consolidated balance sheets.
(n) Earnings Per Share
Basic and diluted earnings per share (“EPS”) are determined in accordance with ASC 260, Earnings per Share, which specifies the computation, presentation and disclosure requirements for EPS. Basic EPS excludes all dilutive common stock equivalents. It is based upon the weighted average number of common shares outstanding during the period. Diluted EPS, as calculated using the treasury stock method, reflects the potential dilution that would occur if our dilutive outstanding stock options and stock awards were issued.
(o) Pension and Postretirement Benefits
We account for our pension and postretirement benefits under ASC 715, Compensation — Retirement Benefits (“ASC 715”). ASC 715 requires the recognition of the funded status of a benefit plan in the balance sheet, the recognition in other comprehensive income (loss) of gains or losses and prior service costs arising during the period, but which are not included as components of periodic benefit cost or credit, and the measurement of defined benefit plan assets and obligations as of the balance sheet date. We utilize a valuation date of December 31.
(p) Product Warranty Obligations
We provide warranty coverage for certain of our solutions. We recognize a product warranty obligation when claims are probable and can be reasonably estimated. As of December 31, 2025 and 2024, product warranty obligations were not material.
(q) Loss Contingencies
We accrue for costs relating to litigation, claims, and other contingent matters when such liabilities become probable and reasonably estimable. Such estimates are based on management’s judgment. Actual amounts paid may differ from amounts estimated, and such differences will be charged to operations in the period in which the final determination of the liability is made.
In the ordinary course of business, we enter into numerous agreements that contain standard indemnities whereby we indemnify another party for breaches of confidentiality, infringement of intellectual property or gross negligence. Such indemnifications are primarily granted under licensing of computer software. Most agreements contain provisions to limit the maximum potential amount of future payments that we could be required to make under these indemnifications; however, we are not able to develop an estimate of the maximum potential amount of future payments to be made under these indemnifications as the triggering events are not subject to predictability.
(r) Goodwill and Indefinite-Lived Intangible Assets
Goodwill represents the excess of acquisition costs over the fair value of tangible net assets and identifiable intangible assets of our businesses acquired. Goodwill and intangible assets deemed to have indefinite lives are not amortized. Intangible assets determined to have finite lives are amortized over their useful lives. Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of June 30, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. When evaluating goodwill for impairment, we may decide to first perform a qualitative assessment, or “Step Zero” impairment test, to determine whether it is more likely than not that impairment has occurred. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying amount of our reporting units exceeds their fair value, we perform a quantitative assessment and calculate the estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit’s goodwill exceeds the fair value of that goodwill, an impairment loss is recognized.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(s) Recent Accounting Pronouncements
| Accounting Standard | Description | Effective Date | Effect on Consolidated Financial Statements or Other Significant Matters |
|---|---|---|---|
| Income Taxes (Topic 740) In December 2023, the FASB issued Accounting Standards Update "ASU" No. 2023-09, Improvements to Income Tax Disclosures (ASU No. 2023-09) | The amendments within ASU No. 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This Update also includes certain other amendments to improve the effectiveness of income tax disclosures. | The ASU’s amendments are effective for public business entities for fiscal years beginning after December 15, 2024. Early adoption is permitted. | We adopted this standard within our December 31, 2025 Form 10-K. The amendments have impacted the Company’s income tax disclosures but has no impact on results of operations, cash flows or financial condition. |
| Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) In November 2024, the FASB issued Accounting Standards Update ("ASU") No. 2024-03, Disaggregation of Income Statement Expenses ("ASU No. 2024-03") | The amendments in No. ASU 2024-03 require additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. | The ASU is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2027, with early adoption permitted. Prospective application is required and retrospective application is permitted. | We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements. |
| Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) In September 2025, the FASB issued Accounting Standards Update ("ASU") No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software ("ASU No. 2024-03") | ASU 2025-06 modernizes the accounting for internal-use software under ASC 350-40 by aligning it with current development practices, especially agile and iterative methods. It clarifies when to begin capitalizing costs, improves operability across different development approaches, and enhances disclosure requirements. | The ASU is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted. | We are currently evaluating the impact that the adoption that this standard will have on our consolidated financial statements. |
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Cash and cash equivalents consist of cash in banks, commercial paper, money-market funds, and other liquid instruments with original maturities of 90 days or less at the time of purchase.
Accounts receivable, net consisted of the following at December 31:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Billed receivables | $ | 413.0 | $ | 421.4 | ||||
| Unbilled receivables | 42.4 | 35.5 | ||||||
| Total receivables | 455.4 | 456.9 | ||||||
| Less allowance for doubtful accounts | (33.2 | ) | (22.5 | ) | ||||
| Accounts receivable, net | $ | 422.2 | $ | 434.4 |
5. Concentration of Credit Risk:
Financial instruments that potentially expose us to credit risk consist primarily of cash and cash equivalents as well as accounts receivable, net, which are generally not collateralized. We maintain our cash and cash equivalents in higher credit quality financial institutions in order to limit the amount of credit exposure. As of December 31, 2025 and 2024, a vast majority of our domestic cash and cash equivalents is with JPMorgan Chase N.A. The total domestic cash balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) to a maximum amount of $250.0 thousand per bank as of December 31, 2025 and 2024.
As of December 31, 2025 and 2024, we had cash balances on deposit with four banks that exceeded the balance insured by the FDIC limit by approximately $1,983.8 million and $129.0 million, respectively. As of December 31, 2025 and 2024, we also had cash on deposit with foreign banks of approximately $193.1 million and $161.0 million, respectively.
We consider the concentration of credit risk associated with our accounts receivable to be commercially reasonable and believe that such concentration does not result in the significant risk of near-term severe adverse impacts. Our top fifty customers represent approximately 42% of revenues for 2025, 43% for 2024, and 45% for 2023, with no individual customer accounting for more than approximately 3% of revenues for the years ended December 31, 2025, 2024, and 2023. No individual customer comprised more than 6% and 4% of accounts receivable as of December 31, 2025 and 2024, respectively.
Disaggregated revenues by type of service and by country are provided below for the years ended December 31, 2025, 2024, and 2023. No individual country outside of the U.S. accounted for more than 10.0% of our consolidated revenues for the years ended December 31, 2025, 2024, or 2023.
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Insurance: | ||||||||||||
| Underwriting | $ | 2,179.9 | $ | 2,024.3 | $ | 1,892.7 | ||||||
| Claims | 892.8 | 857.4 | 788.7 | |||||||||
| Total revenues | $ | 3,072.7 | $ | 2,881.7 | $ | 2,681.4 |
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenues: | ||||||||||||
| United States | $ | 2,522.3 | $ | 2,386.1 | $ | 2,238.3 | ||||||
| United Kingdom | 250.1 | 214.4 | 190.1 | |||||||||
| Other countries | 300.3 | 281.2 | 253.0 | |||||||||
| Total revenues | $ | 3,072.7 | $ | 2,881.7 | $ | 2,681.4 |
Contract assets are defined as an entity's right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time. As of December 31, 2025 and 2024, we had no contract assets.
Contract liabilities are defined as an entity's obligation to transfer goods or services to a customer for which the entity has received consideration (or an amount of consideration is due) from the customer. As of December 31, 2025 and 2024, we had contract liabilities that primarily related to unsatisfied performance obligations to provide customers with the right to use and update the online content over the remaining contract term of $446.2 million and $451.1 million, respectively. Contract liabilities, which are current and noncurrent, are included in "Deferred revenues" and "Other noncurrent liabilities" in our consolidated balance sheets, respectively, as of December 31, 2025 and 2024.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following is a summary of the change in contract liabilities from December 31, 2023 through December 31, 2025:
| Contract liabilities at December 31, 2023 | $ | 375.1 | ||
|---|---|---|---|---|
| Revenue | (2,881.7 | ) | ||
| Additions to contract liabilities | 2,956.9 | |||
| Foreign currency translation adjustment | 0.8 | |||
| Contract liabilities at December 31, 2024 | 451.1 | |||
| Revenue | (3,072.7 | ) | ||
| Additions to contract liabilities | 3,065.5 | |||
| Foreign currency translation adjustment | 2.3 | |||
| Contract liabilities at December 31, 2025 | $ | 446.2 |
Our most significant remaining performance obligations relate to providing customers with the right to use and update the online content over the remaining contract term. Our disclosure of the timing for satisfying the performance obligation is based on the requirements of contracts with customers. However, from time to time, these contracts may be subject to modifications, impacting the timing of satisfying the performance obligations. These performance obligations, which are expected to be satisfied within one year, comprised approximately 99% and 98% of the balance as of December 31, 2025 and 2024, respectively.
We recognize an asset for incremental costs of obtaining a contract with a customer if we expect the benefits of those costs to be longer than one year. As of December 31, 2025 and 2024, we had deferred commissions of $77.5 million and $78.5 million, respectively, which have been included in "Prepaid expenses" and "Other noncurrent assets" in our accompanying consolidated balance sheets.
Certain assets and liabilities are reported at fair value in our accompanying consolidated balance sheets. Such assets and liabilities include amounts for both financial and non-financial instruments. To increase consistency and comparability of assets and liabilities recorded at fair value, ASC 820-10 established a three-level fair value hierarchy to prioritize the inputs to valuation techniques used to measure fair value. ASC 820-10 requires disclosures detailing the extent to which companies' measure assets and liabilities at fair value, the methods and assumptions used to measure fair value, and the effect of fair value measurements on earnings. In accordance with ASC 820-10, we applied the following fair value hierarchy:
Level 1 — Assets or liabilities for which the identical item is traded on an active exchange, such as publicly-traded instruments.
Level 2 — Assets and liabilities valued based on observable market data for similar instruments.
Level 3 — Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally-developed, and considers risk premiums that a market participant would require.
The fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and short-term debt approximate their carrying amounts because of the short-term nature of these instruments. Our investments in registered investment companies, which are Level 1 assets measured at fair value on a recurring basis, were $0.7 million and $1.2 million as of December 31, 2025 and 2024, respectively. Our investments in registered investment companies are valued using quoted prices in active markets multiplied by the number of shares owned and were included in "Other current assets" in our accompanying consolidated balance sheets.
We elected not to carry our long-term debt at fair value. The carrying value of our long-term debt represents the amortized cost, inclusive of unamortized premium, and net of unamortized discount and debt issuance costs. We assess the fair value of these financial instruments based on an estimate of interest rates available to us for financial instruments with similar features, our current credit rating, and spreads applicable to us. The following table summarizes the carrying value and estimated fair value of these financial instruments as of December 31, 2025 and 2024, respectively:
| 2025 | 2024 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value | Carrying | Estimated | Carrying | Estimated | |||||||||||||
| Hierarchy | Value | Fair Value | Value | Fair Value | |||||||||||||
| Financial instrument not carried at fair value: | |||||||||||||||||
| Senior Notes (Note 15) | Level 2 | $ | 4,715.4 | $ | 4,670.6 | $ | 3,021.0 | $ | 2,866.5 |
As of December 31, 2025 and 2024, we had securities without readily determinable market values of $198.9 million and $195.3 million, respectively, which were accounted for at cost. We do not have the ability to exercise significant influence over the investees’ operating and financial policies or do not hold investments in common stock or in-substance common stock in such entities. As of December 31, 2025 and 2024, we also had investments in private companies of $29.8 million and $27.0 million, respectively, accounted for in accordance with ASC 323-10-25, The Equity Method of Accounting for Investments in Common Stock ("ASC 323-10-25") as equity method investments. All such investments were included in "Other noncurrent assets" in our accompanying consolidated balance sheets. For the years ended December 31, 2025 and 2024, there was no provision for credit losses related to these investments.
64
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We have operating and finance leases for corporate offices, data centers, and certain equipment that are accounted for under ASC 842. The lease term for our corporate headquarters ends in 2033 and includes the options to extend for one 10-year renewal period and two 5-year renewal periods. Extension and termination options are considered in the calculation of our ROU assets and lease liabilities when we determine it is reasonably certain that we will exercise those options.
The following table presents the consolidated lease cost and cash paid for amounts included in the measurement of lease liabilities for finance and operating leases for the years ended December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Lease cost: | ||||||||
| Operating lease cost (1) | $ | 30.4 | $ | 32.7 | ||||
| Sublease income | (4.4 | ) | (4.0 | ) | ||||
| Finance lease cost: | ||||||||
| Depreciation of finance lease assets (2) | 21.1 | 19.4 | ||||||
| Interest on finance lease liabilities (3) | 1.9 | 2.3 | ||||||
| Total lease cost | $ | 49.0 | $ | 50.4 | ||||
| Other information: | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash outflows from operating leases | $ | (34.5 | ) | $ | (34.5 | ) | ||
| Operating cash outflows from finance leases | $ | (1.9 | ) | $ | (2.3 | ) | ||
| Financing cash outflows from finance leases | $ | (23.1 | ) | $ | (21.9 | ) |
(1) Included in "Cost of revenues" and "Selling, general and, administrative" in our accompanying consolidated statements of operations
(2) Included in "Depreciation and amortization of fixed assets" in our accompanying consolidated statements of operations
(3) Included in "Interest expense, net" in our accompanying consolidated statements of operations
The following table presents weighted-average remaining lease terms and weighted-average discount rates for the consolidated finance and operating leases for the years ended December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Weighted-average remaining lease term - operating leases (in years) | 6.1 | 7.0 | ||||||
| Weighted-average remaining lease term - finance leases (in years) | 2.5 | 3.0 | ||||||
| Weighted-average discount rate - operating leases | 3.8 | % | 4.2 | % | ||||
| Weighted-average discount rate - finance leases | 4.3 | % | 4.2 | % |
Our ROU assets and lease liabilities for finance leases were $29.7 million and $23.6 million, respectively, as of December 31, 2025. Our ROU assets and lease liabilities for finance leases were $47.7 million and $41.4 million, respectively, as of December 31, 2024. Our ROU assets for finance leases were included in "Fixed assets, net" in our accompanying consolidated balance sheets. Our lease liabilities for finance leases were included in "Short-term debt and current portion of long-term debt" and "Long-term debt" in our accompanying consolidated balance sheets (See Note 15. Debt).
Maturities of the continuing lease liabilities for the years through 2031 and thereafter are as follows:
| Years Ending | Operating Leases | Finance Leases | ||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | $ | 32.4 | $ | 12.7 | ||||
| 2027 | 32.0 | 9.6 | ||||||
| 2028 | 30.4 | 4.8 | ||||||
| 2029 | 29.0 | - | ||||||
| 2030 | 27.2 | - | ||||||
| 2031 and thereafter | 34.4 | - | ||||||
| Total lease payments | 185.4 | 27.1 | ||||||
| Less: Amount representing interest | (22.2 | ) | (3.5 | ) | ||||
| Present value of total lease payments | $ | 163.2 | $ | 23.6 |
65
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following is a summary of fixed assets:
| Useful Life (in years) | Cost | Accumulated Depreciation and Amortization | Net | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2025 | ||||||||||||||
| Furniture and office equipment | 3 - 10 | $ | 168.0 | $ | (151.3 | ) | $ | 16.7 | ||||||
| Leasehold improvements | Lease term | 96.2 | (68.1 | ) | 28.1 | |||||||||
| Purchased software | 3 | 59.8 | (57.4 | ) | 2.4 | |||||||||
| Software development costs | 3 | 1,558.1 | (1,052.2 | ) | 505.9 | |||||||||
| Leased equipment | 3 - 4 | 128.3 | (98.6 | ) | 29.7 | |||||||||
| Total fixed assets | $ | 2,010.4 | $ | (1,427.6 | ) | $ | 582.8 | |||||||
| December 31, 2024 | ||||||||||||||
| Furniture and office equipment | 3 - 10 | $ | 164.2 | $ | (144.8 | ) | $ | 19.4 | ||||||
| Leasehold improvements | Lease term | 101.4 | (62.3 | ) | 39.1 | |||||||||
| Purchased software | 3 | 58.2 | (55.6 | ) | 2.6 | |||||||||
| Software development costs | 3 | 1,334.8 | (837.4 | ) | 497.4 | |||||||||
| Leased equipment | 3 - 4 | 125.0 | (77.6 | ) | 47.4 | |||||||||
| Total fixed assets | $ | 1,783.6 | $ | (1,177.7 | ) | $ | 605.9 |
Depreciation and amortization of fixed assets for the years ended December 31, 2025, 2024, and 2023 were $259.2 million, $233.6 million, and $206.8 million, of which $219.4 million, $193.5 million, and $165.5 million related to amortization of the internal-use software development costs, respectively. Amortization expense related to the development of software for sale was $0.0 million, $1.2 million, and $4.8 million for the years ended December 31, 2025, 2024, and 2023, respectively. We had unamortized software development costs that had been capitalized in accordance with ASC 350-40 of $505.9 million and $497.4 million as of December 31, 2025 and 2024, respectively. We did not have unamortized software development costs that had been capitalized for the development of software for sale as of December 31, 2025 and 2024. Leased equipment include amounts held under finance leases for automobiles, computer software, and computer equipment.
Impairments to long-lived assets for the year ended December 31, 2025 and 2024 were $2.2 million and $7.6 million, respectively, and are included in "Selling, general and administrative" within our accompanying consolidated statements of operations.
66
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Merger Agreement Termination
On July 29, 2025, we entered into a definitive agreement to acquire ExactLogix, Inc. ("AccuLynx") for $2.35 billion in cash. AccuLynx is the leading SaaS platform providing end-to-end business management workflow for residential property contractors with expertise in roofing. On December 26, 2025, we delivered a notice to terminate our definitive agreement to acquire AccuLynx following the notification by the U.S. Federal Trade Commission that it had not completed its review of the transaction by the December 26, 2025 termination date set forth in the agreement.
2025 Acquisitions
On July 17, 2025, we completed the acquisition of SuranceBay, LLC ("SuranceBay"), a leading provider of producer licensing, onboarding, appointment and compliance solutions for the life and annuity industry for $163.1 million in cash, of which $2.7 million represents indemnity escrows. This acquisition underscores our commitment to streamlining and automating the process of buying and selling insurance, and to supporting a robust life and annuity ecosystem with solutions that enhance workflows among carriers, general agencies, insurance agencies and consumers.
On April 2, 2025, we completed the acquisition of 100 percent of the stock of Nasdaq subsidiary Simplitium Limited ("Simplitium") for a cash purchase price of $19.7 million. The acquisition provides Verisk clients with access to over 300 third-party models, providing unique, niche views of risk across the globe. The acquisition furthers our expansion in Europe and our goal of helping insurers and claims service providers leverage more holistic data and technology tools to enhance the claims experience.
The preliminary purchase price allocation of the 2025 acquisitions resulted in the following:
| SuranceBay | Simplitium | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 4.6 | $ | 0.3 | $ | 4.9 | ||||||
| Accounts receivable | 1.6 | 3.4 | 5.0 | |||||||||
| Prepaid assets | — | 0.6 | 0.6 | |||||||||
| Other noncurrent assets | 2.7 | — | 2.7 | |||||||||
| Intangible assets | 80.6 | 9.8 | 90.4 | |||||||||
| Goodwill | 81.8 | 11.9 | 93.7 | |||||||||
| Total assets acquired | 171.3 | 26.0 | 197.3 | |||||||||
| Accounts payable and accrued liabilities | 0.3 | 0.7 | 1.0 | |||||||||
| Deferred revenues | 0.6 | 2.7 | 3.3 | |||||||||
| Income tax payable | — | 0.1 | 0.1 | |||||||||
| Deferred income tax liability | — | 2.5 | 2.5 | |||||||||
| Other liabilities | 2.7 | — | 2.7 | |||||||||
| Total liabilities assumed | 3.6 | 6.0 | 9.6 | |||||||||
| Net assets acquired | 167.7 | 20.0 | 187.7 | |||||||||
| Less: cash acquired | 4.6 | 0.3 | 4.9 | |||||||||
| Net cash purchase price | $ | 163.1 | $ | 19.7 | $ | 182.8 |
The preliminary amounts assigned to intangible assets by type for the 2025 acquisitions are summarized in the table below:
| Weighted Average Useful Life (in years) | Total | |||||
|---|---|---|---|---|---|---|
| Technology-based | 8 | $ 36.7 | ||||
| Marketing-related | 5 | 0.9 | ||||
| Customer-related | 13 | 52.8 | ||||
| Total intangible assets | $ 90.4 |
The preliminary allocations of the purchase price for the 2025 acquisitions with less than a year of ownership are subject to revisions as additional information is obtained about the facts and circumstances that existed as of each acquisition date. The revisions may have a significant impact on our consolidated financial statements. The allocations of the purchase price will be finalized once all the information that was known as of the acquisition date is obtained and analyzed, but not to exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to income and non-income taxes, deferred revenues, the valuation of intangible assets acquired, and residual goodwill. The goodwill associated with our acquisition includes the acquired assembled workforce, the value associated with the opportunity to leverage the work force to continue to develop the technology and content assets, as well as our ability to grow through adding additional customer relationships or new solutions in the future. Of the $93.7 million in goodwill associated with our acquisitions, $11.9 million is not deductible for tax purposes. The preliminary amounts assigned to intangible assets by type for these acquisitions were based upon our valuation model and historical experiences with entities with similar business characteristics.
For the year ended December 31, 2025, we incurred transaction costs of $13.1 million, of which $12.2 million represents the transaction costs incurred as a result of the termination of our definitive agreement to acquire AccuLynx. The transaction costs were included within "Selling, general and administrative" in our accompanying consolidated statements of operations.
SuranceBay contributed revenues and net income of $10.4 million and $3.5 million, respectively, for the year ended December 31, 2025.
Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of SuranceBay occurred at the beginning of fiscal year 2024. The pro forma information for the years ended December 31, 2025 and 2024 presented below is based on estimates and assumptions, which we believe to be reasonable but not necessarily indicative of the consolidated financial position or results of operations in future period or the results that actually would have been realized had this acquisition been completed at the beginning of fiscal year 2024. The unaudited pro forma information does not give effect to any anticipated cost savings, operating efficiencies, or other synergies that may be associated with the acquisition, or any estimated costs that have been or will be incurred by us to integrate the assets and operations of SuranceBay.
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Pro forma revenues | $ | 3,093.5 | $ | 2,899.0 | ||||
| Pro forma net income | 911.2 | 961.1 | ||||||
| Pro forma basic net income per share | 6.52 | 6.76 | ||||||
| Pro forma diluted net income per share | 6.50 | 6.73 |
67
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2024 Acquisition
On January 8, 2024, we completed the acquisition of 100 percent of Rocket Enterprise Solutions GmbH ("Rocket") for a net cash purchase price of $10.1 million, of which $2.2 million represents a deferred payment and $0.3 million represents a holdback payment. The majority of the purchase price was allocated to goodwill as we did not incur any material liabilities. Rocket’s strong property claims and underwriting technology has been widely adopted by many of the largest insurers and service providers across Germany and Austria. Rocket has become a part of our claims category. The acquisition, which follows a strategic investment by Verisk in Rocket in 2022, will further Verisk's expansion in Europe and the Company’s goal of helping insurers and claims service providers leverage more holistic data and technology tools to enhance the claims experience.
The $10.6 million in goodwill associated with our acquisition is not deductible for tax purposes. The amounts assigned to intangible assets by type for this acquisition were based upon our valuation model and historical experiences with entities with similar business characteristics. For the year ended December 31, 2024, we incurred transaction costs of $0.3 million, included within "Selling, general and administrative" in our accompanying consolidated statements of operations.
68
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2023 Acquisitions
On April 20, 2023, we acquired Krug Sachverständigen GmbH ("Krug") for a net cash purchase price of $43.3 million including working capital adjustments, of which $3.8 million represents indemnity escrows. Krug is a Germany-based motor claims solutions provider and has established an industry-leading position in the German insurance market through highly digitalized solutions that help insurers and car manufacturers achieve better and faster customer service, leading to sustainable reductions in costs. The acquisition expands our claims and casualty offerings across Europe. Krug has become a part of our claims category within our Insurance segment.
On February 1, 2023, we acquired 100 percent of the stock of Mavera Holding AB ("Mavera") for a net cash purchase price of $28.3 million, of which $4.2 million represents indemnity escrows. Mavera, a Sweden-based InsurTech firm with a regional presence and established customer base for its personal injury claims management platform, has become a part of the claims category within our Insurance segment. Mavera will support our expansion in continental Europe and our continued growth as a technology and analytics partner to the global insurance industry.
The "Other" column includes other immaterial acquisitions that have occurred during the period. The preliminary purchase price allocation of the 2023 acquisitions resulted in the following:
| Krug | Other | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash and cash equivalents | $ | 7.0 | $ | 1.0 | $ | 8.0 | ||||||
| Accounts receivable | 1.8 | 0.8 | 2.6 | |||||||||
| Other current assets | 3.8 | 0.1 | 3.9 | |||||||||
| Fixed assets | 0.2 | 0.1 | 0.3 | |||||||||
| Operating lease right-of-use assets, net | — | 0.2 | 0.2 | |||||||||
| Intangible assets | 15.1 | 18.4 | 33.5 | |||||||||
| Goodwill | 33.1 | 22.8 | 55.9 | |||||||||
| Total assets acquired | 61.0 | 43.4 | 104.4 | |||||||||
| Accounts payable and accrued liabilities | 5.8 | 2.1 | 7.9 | |||||||||
| Operating lease liabilities | — | 0.1 | 0.1 | |||||||||
| Deferred income tax, net | 4.8 | 3.9 | 8.7 | |||||||||
| Other noncurrent liabilities | 0.1 | 1.4 | 1.5 | |||||||||
| Total liabilities assumed | 10.7 | 7.5 | 18.2 | |||||||||
| Net assets acquired | 50.3 | 35.9 | 86.2 | |||||||||
| Less: cash acquired | 7.0 | 1.0 | 8.0 | |||||||||
| Net cash purchase price | $ | 43.3 | $ | 34.9 | $ | 78.2 |
69
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The final amounts assigned to intangible assets by type for our 2023 acquisitions are summarized in the table below:
| Weighted Average Useful Life (in years) | Total | |||||
|---|---|---|---|---|---|---|
| Technology-based | 5 | $ | 9.9 | |||
| Marketing-related | 2 | 0.5 | ||||
| Customer-related | 13 | 23.1 | ||||
| Total intangible assets | $ | 33.5 |
The $55.9 million in goodwill associated with our acquisitions is not deductible for tax purposes. The amounts assigned to intangible assets by type for these acquisitions were based upon our valuation model and historical experiences with entities with similar business characteristics. For the year ended December 31, 2023, we incurred transaction costs of $2.5 million, included within "Selling, general and administrative" in our accompanying consolidated statements of operations.
Acquisition Escrows and Related Liabilities
Pursuant to the related acquisition agreements, we funded various escrow accounts to satisfy pre-acquisition indemnity and tax claims arising subsequent to the acquisition dates, as well as a portion of the contingent payment. During the years ended December 31, 2025 and 2024, we released $0.0 million and $3.8 million of indemnity escrows related to various acquisitions. At December 31, 2025 and 2024, the escrows amounted to $2.7 million and $0.0 million and are included in "Other noncurrent assets" in our accompanying consolidated balance sheets.
As of December 31, 2025, the acquisitions of Mavera, Morning Data Limited ("Morning Data"), and Data Driven Safety, LLC ("Data Driven Safety") included acquisition-related contingent payments, for which the sellers of these acquisitions could receive additional payments by achieving the specific predetermined revenue, EBITDA margin, and/or cash EBITDA earn-out targets for exceptional performance. The current liability for acquisition-related contingent payments was $9.6 million and $0.0 million as of December 31, 2025 and 2024, respectively. The noncurrent liability for acquisition-related contingent payments was $0.0 million and $2.2 million as of December 31, 2025 and 2024, respectively.
70
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
11. Dispositions and Discontinued Operations:
2025 Disposition
On December 31, 2025, we sold our Verisk Marketing Solutions business to ActiveProspect, Inc. ("ActiveProspect"), backed by Five Elms Capital Management, LLC, for a net cash sale price of $80.0 million plus customary closing adjustments. The Verisk Marketing Solutions business provides leading marketing solutions for customers in both insurance and non-insurance industries. The sale resulted in a loss of $18.4 million that was included within "Other operating loss" in the accompanying consolidated statements of operations for the year ended December 31, 2025.
The major classes of assets and liabilities disposed of, reflected in our consolidated balance sheets as of December 31, 2025, are presented below:
| 2025 | ||||
|---|---|---|---|---|
| Cash and cash equivalents | $ | 4.8 | ||
| Accounts receivable, net | 5.7 | |||
| Prepaid expenses | 2.5 | |||
| Income taxes receivable | 0.1 | |||
| Other current assets | 0.1 | |||
| Current assets | 13.2 | |||
| Fixed assets, net | 14.4 | |||
| Operating lease right-of-use assets, net | 1.5 | |||
| Intangible assets, net | 85.0 | |||
| Goodwill | 3.9 | |||
| Other noncurrent assets | 2.7 | |||
| Noncurrent assets | 107.5 | |||
| Total assets | $ | 120.7 | ||
| Accounts payable and accrued liabilities | $ | 3.3 | ||
| Deferred revenues | 6.6 | |||
| Operating lease liabilities | 0.3 | |||
| Current liabilities | 10.2 | |||
| Deferred income tax liabilities | 13.2 | |||
| Operating lease liabilities | 2.0 | |||
| Noncurrent liabilities | 15.2 | |||
| Total liabilities | $ | 25.4 |
2024 Disposition
In December 2024, we sold Atmospheric and Environmental Research ("AER") for $7.1 million. The sale resulted in a loss of $12.1 million that was included within "Other operating (loss) income" in the accompanying consolidated statements of operations for the year ended December 31, 2024.
Discontinued Operations
On February 1, 2023, we completed the sale of our Energy business to Planet Jersey Buyer Ltd, an entity that was formed on behalf of, and is controlled by, The Veritas Capital Fund VIII, L.P. and its affiliated funds and entities (“Veritas Capital”), for a net cash sale price of $3,066.4 million paid at closing (reflecting a base purchase price of $3,100.0 million, subject to customary purchase price adjustments for, among other things, the cash, working capital, and indebtedness of the companies as of the closing) and up to $200.0 million of additional contingent cash consideration based on Veritas Capital’s future return on its investment paid through a Class C Partnership interest. We recognized a loss of $131.1 million on the sale in 2023.
The Energy business, which was part of our Energy and Specialized Markets segment, was classified as discontinued operations per ASC 205-20 as we determined, qualitatively and quantitatively, that this transaction represented a strategic shift that had a major effect on our operations and financial results. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations for all periods presented.
The following table presents the financial results from discontinued operations, net of income taxes in our consolidated statement of income for the periods indicated:
| For the Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| Revenues | $ | - | $ | - | $ | 46.8 | ||||||
| Operating expenses: | ||||||||||||
| Cost of revenues (exclusive of items shown separately below) | - | - | 18.2 | |||||||||
| Selling, general and administrative | - | - | 33.2 | |||||||||
| Other operating loss | - | - | 131.1 | |||||||||
| Total operating expenses | - | - | 182.5 | |||||||||
| Operating loss | - | - | (135.7 | ) | ||||||||
| Other expense: | ||||||||||||
| Investment loss and others, net | - | - | (5.7 | ) | ||||||||
| Total other expense, net | - | - | (5.7 | ) | ||||||||
| Loss from discontinued operations before income taxes | - | - | (141.4 | ) | ||||||||
| Income tax benefit (expense) | - | 6.8 | (12.6 | ) | ||||||||
| Income (loss) from discontinued operations, net of income taxes | $ | - | $ | 6.8 | $ | (154.0 | ) |
71
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The consolidated statements of cash flows have not been adjusted to separately disclose cash flows related to discontinued operations. The following table presents selected cash flow information associated with our discontinued operations:
| For the Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| Significant non-cash operating activities: | ||||||||||||
| Operating lease right-of-use assets, net | $ | - | $ | - | $ | 0.1 | ||||||
| Investing activities: | ||||||||||||
| Capital expenditures | - | - | (6.5 | ) |
72
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
12. Goodwill and Intangible Assets:
The following is a summary of the change in goodwill from January 1, 2024 through December 31, 2025:
| Insurance | ||||
|---|---|---|---|---|
| Goodwill at January 1, 2024 | $ | 1,760.8 | ||
| Acquisitions | 10.6 | |||
| Dispositions | (15.8 | ) | ||
| Purchase accounting reclassifications | 0.3 | |||
| Foreign currency translation adjustment | (29.3 | ) | ||
| Goodwill at December 31, 2024 | 1,726.6 | |||
| Acquisitions | 93.7 | |||
| Dispositions | (3.9 | ) | ||
| Purchase accounting reclassifications | 0.1 | |||
| Foreign currency translation adjustment | 61.7 | |||
| Goodwill at December 31, 2025 | $ | 1,878.2 |
Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of June 30, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. When evaluating goodwill for impairment, we may decide to first perform a qualitative assessment, or "Step Zero" impairment test, to determine whether it is more likely than not that impairment has occurred. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying amount of our reporting units exceeds their fair value, we perform a quantitative assessment and calculate the estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit's goodwill exceeds the fair value of that goodwill, an impairment loss is recognized. As of June 30, 2025, we completed our Step Zero impairment test at the reporting unit level and determined it was not more likely than not that the carrying values of our reporting units exceeded their fair values. We did not recognize any impairment charges related to our goodwill and indefinite-lived intangible assets. Subsequent to performing the test, we continued to monitor these reporting units for events that would trigger an interim impairment test; we did not identify such events.
Our intangible assets and related accumulated amortization consisted of the following:
| Weighted | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Average | ||||||||||||||
| Useful Life | Accumulated | |||||||||||||
| (in years) | Cost | Amortization | Net | |||||||||||
| December 31, 2025 | ||||||||||||||
| Technology-based | 8 | $ | 352.6 | $ | (285.2 | ) | $ | 67.4 | ||||||
| Marketing-related | 6 | 38.3 | (36.3 | ) | 2.0 | |||||||||
| Contract-based | 6 | 5.0 | (5.0 | ) | — | |||||||||
| Customer-related | 13 | 513.0 | (239.6 | ) | 273.4 | |||||||||
| Database-based | 8 | 15.5 | (11.7 | ) | 3.8 | |||||||||
| Total intangible assets | $ | 924.4 | $ | (577.8 | ) | $ | 346.6 | |||||||
| December 31, 2024 | ||||||||||||||
| Technology-based | 8 | $ | 364.9 | $ | (285.3 | ) | $ | 79.6 | ||||||
| Marketing-related | 6 | 37.8 | (35.5 | ) | 2.3 | |||||||||
| Contract-based | 6 | 5.0 | (5.0 | ) | — | |||||||||
| Customer-related | 13 | 529.1 | (224.0 | ) | 305.1 | |||||||||
| Database-based | 8 | 15.1 | (9.7 | ) | 5.4 | |||||||||
| Total intangible assets | $ | 951.9 | $ | (559.5 | ) | $ | 392.4 |
Amortization expense related to intangible assets for the years ended December 31, 2025, 2024, and 2023 was $67.5 million, $72.3 million, and $74.6 million, respectively. Estimated amortization expense in future periods through 2031 and thereafter for intangible assets subject to amortization is as follows:
| Years Ending | Amount | |||
|---|---|---|---|---|
| 2026 | $ | 56.7 | ||
| 2027 | 48.3 | |||
| 2028 | 45.9 | |||
| 2029 | 41.2 | |||
| 2030 | 37.6 | |||
| 2031 and thereafter | 116.9 | |||
| Total | $ | 346.6 |
73
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Domestic and foreign income before income taxes was as follows:
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| U.S. | $ | 1,115.7 | $ | 1,201.6 | $ | 1,021.9 | ||||||
| Foreign | 55.6 | 27.0 | 5.3 | |||||||||
| Total income before income taxes | $ | 1,171.3 | $ | 1,228.6 | $ | 1,027.2 |
The components of the provision for income taxes for the years ended December 31 were as follows:
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current: | ||||||||||||
| Federal | $ | 195.3 | $ | 223.0 | $ | 226.8 | ||||||
| State and local | 48.4 | 67.5 | 52.0 | |||||||||
| Foreign | 14.7 | 7.9 | 9.0 | |||||||||
| Total current provision for income taxes | 258.4 | 298.4 | 287.8 | |||||||||
| Deferred: | ||||||||||||
| Federal | (0.9 | ) | (17.2 | ) | (23.4 | ) | ||||||
| State and local | 1.8 | (1.4 | ) | (3.4 | ) | |||||||
| Foreign | 3.7 | (1.9 | ) | (2.2 | ) | |||||||
| Total deferred provision for income taxes | 4.6 | (20.5 | ) | (29.0 | ) | |||||||
| Provision for income taxes | $ | 263.0 | $ | 277.9 | $ | 258.8 |
The income taxes paid were as follows:
| 2025 | ||||
|---|---|---|---|---|
| Federal | $ | 144.2 | ||
| State | 59.7 | |||
| Foreign | 14.1 | |||
| Total | $ | 218.0 |
Excluding federal income taxes, no individual jurisdiction exceeded 5% of total income taxes paid (net of refunds). The amount of cash income taxes paid by the Company during the years ended December 31, 2024 and 2023 was $287.7 million and $276.0 million, respectively.
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:
| 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amount | Percent | |||||||
| U.S. Federal Statutory Tax Rate | $ | 246.0 | 21.0 | % | ||||
| State and Local Income Taxes, Net of Federal Income Tax Effect(1) | 40.4 | 3.5 | ||||||
| Foreign Tax Effects | ||||||||
| Other foreign jurisdictions | 6.7 | 0.6 | ||||||
| Effect of Changes in Tax Laws or Rates Enacted in the Current Period | - | - | ||||||
| Effect of Cross-Border Tax Laws | ||||||||
| Other | (11.0 | ) | (0.9 | ) | ||||
| Tax Credits | ||||||||
| Other | (1.7 | ) | (0.2 | ) | ||||
| Changes in Valuation Allowances | 25.7 | 2.2 | ||||||
| Nontaxable or Nondeductible Items | ||||||||
| Share-based payment awards | (15.3 | ) | (1.3 | ) | ||||
| Loss on sale of Marketing Solutions | (36.0 | ) | (3.0 | ) | ||||
| Other | 9.7 | 0.8 | ||||||
| Changes in Unrecognized Tax Benefits | 0.5 | 0.0 | ||||||
| Other Adjustments | (2.0 | ) | (0.2 | ) | ||||
| Effective Tax Rate | $ | 263.0 | 22.5 | % |
(1) State taxes in California, Florida, Illinois, New Jersey, New York state and city, and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:
| 2024 | 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Federal statutory rate | 21.0 | % | 21.0 | % | ||||
| State and local taxes, net of federal tax benefit | 4.3 | 3.7 | ||||||
| Impact of dispositions | (0.2 | ) | - | |||||
| Global Intangible Low-taxed Income | 0.2 | 1.3 | ||||||
| Stock-based compensation | (1.9 | ) | (1.8 | ) | ||||
| Other | (0.8 | ) | 1.0 | |||||
| Effective tax rate | 22.6 | % | 25.2 | % |
The decrease in the effective tax rate in 2025 compared to 2024 was primarily due to tax benefits recorded in connection with the sale of our Verisk Marketing Solutions business, offset by lower tax benefits from equity compensation in the current period compared with the prior period. The decrease in the effective tax rate in 2024 compared to 2023 was primarily due to tax charges incurred in structuring the sale of our Energy business in the prior year, as well as additional tax benefits recorded for capital losses that we were able to recognize due to capital gains arising from the settlement of our investments in non-public companies in 2024.
74
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The tax effects of significant items comprising our deferred tax assets and liabilities as of December 31 are as follows:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Deferred tax assets: | ||||||||
| Employee wages and other benefits | $ | 46.6 | $ | 47.2 | ||||
| Lease liabilities | 42.3 | 46.3 | ||||||
| Net operating loss carryover | 7.7 | 7.6 | ||||||
| Interest expense | 30.6 | 30.8 | ||||||
| Capital loss carryover | 24.3 | - | ||||||
| Other | 26.0 | 16.1 | ||||||
| Total | 177.5 | 148.0 | ||||||
| Less valuation allowance | (27.9 | ) | (4.2 | ) | ||||
| Deferred tax assets | 149.6 | 143.8 | ||||||
| Deferred tax liabilities: | ||||||||
| Right of use assets | (37.7 | ) | (40.9 | ) | ||||
| Fixed assets and intangible assets | (172.0 | ) | (168.6 | ) | ||||
| Commissions | (19.0 | ) | (19.3 | ) | ||||
| Pensions | (60.5 | ) | (59.2 | ) | ||||
| Other | (17.2 | ) | (13.1 | ) | ||||
| Deferred tax liabilities | (306.4 | ) | (301.1 | ) | ||||
| Deferred tax liabilities, net | $ | (156.8 | ) | $ | (157.3 | ) |
The net deferred tax liabilities of $156.8 million consist primarily of timing differences involving amortization.
75
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Our net operating loss carryforwards expire as follows:
| Years Ending | Amount | |||
|---|---|---|---|---|
| 2026 - 2033 | $ | 15.4 | ||
| 2034 - 2038 | 2.2 | |||
| 2039 - 2045 | 31.0 | |||
| Total | $ | 48.6 |
A valuation allowance has been established based on our evaluation of the likelihood of utilizing these benefits before they expire. Other than these items, we have determined, based on our historical operating performance, that our taxable income will more likely than not be sufficient to fully realize the deferred tax assets.
As of December 31, 2025, we have not made a provision for U.S. or additional foreign withholding taxes for any additional outside basis difference inherent in our foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities is not practicable. We do not rely on these unremitted earnings as a source of funds for our domestic business as we expect to have sufficient cash flow in the U.S. to fund our U.S. operational and strategic needs.
We follow ASC 740-10, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. For each tax position, we must determine whether it is more likely than not that the position will be sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation. A tax position that meets the more likely than not recognition threshold is then measured to determine the amount of benefit to recognize within the financial statements. No benefits may be recognized for tax positions that do not meet the more likely than not threshold. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows:
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unrecognized tax benefit as of January 1 | $ | 4.1 | $ | 2.0 | $ | 3.2 | ||||||
| Gross increase in tax positions in prior period | 5.0 | 2.3 | 0.8 | |||||||||
| Gross decrease in tax positions in prior period | - | - | - | |||||||||
| Settlements | - | - | - | |||||||||
| Lapse of statute of limitations | (0.5 | ) | (0.2 | ) | (2.0 | ) | ||||||
| Unrecognized tax benefit as of December 31 | $ | 8.6 | $ | 4.1 | $ | 2.0 |
All unrecognized tax benefits as of December 31, 2025, 2024, and 2023 would have a favorable impact on our effective tax rate if recognized in any future periods.
The total gross amount of accrued interest and penalties for the years ended December 31, 2025, 2024, and 2023 was $1.2 million, $0.7 million, and $0.2 million, respectively. Our practice is to recognize interest and penalties associated with income taxes as a component of “Provision for income taxes” in our accompanying consolidated statements of operations.
We are subject to tax in the U.S., various state, and foreign jurisdictions, and are routinely under audit by various tax authorities. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-US income tax examinations by tax authorities for tax years before 2020. We do not expect the results of current examinations to have a material effect on our financial position, results of operations, or cash flow.
76
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
14. Composition of Certain Financial Statement Caption:
The following table presents the components of “Accounts payable and accrued liabilities” as of December 31:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Accounts payable and accrued liabilities: | ||||||||
| Accrued salaries, benefits and other related costs | $ | 144.0 | $ | 143.6 | ||||
| Accrued interest | 56.6 | 20.7 | ||||||
| Trade accounts payable and other accrued expenses | 73.2 | 72.9 | ||||||
| Professional fees | 35.7 | 12.6 | ||||||
| Acquisition-related liabilities | 9.6 | - | ||||||
| Total accounts payable and accrued liabilities | $ | 319.1 | $ | 249.8 |
The following table presents the components of "Other noncurrent assets" as of December 31:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Other noncurrent assets: | ||||||||
| Pension benefits | $ | 141.2 | $ | 125.3 | ||||
| Other assets - prepaid expenses | 74.5 | 87.6 | ||||||
| Investments in nonpublic companies | 228.8 | 222.2 | ||||||
| Deposits and other | 2.5 | 2.8 | ||||||
| Total other noncurrent assets | $ | 447.0 | $ | 437.9 |
77
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents short-term and long-term debt by issuance date as of December 31:
| Issuance | Maturity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Date | Date | 2025 | 2024 | ||||||||
| Short-term debt and current portion of long-term debt: | |||||||||||
| Credit Facilities: | |||||||||||
| Syndicated revolving credit facility | Various | Various | $ | - | $ | - | |||||
| Senior Notes: | |||||||||||
| 4.500% senior notes, less unamortized discount and debt issuance costs of $0.0 | 8/21/2025 | 8/15/2030(2) | 750.0 | - | |||||||
| 5.125% senior notes, less unamortized discount and debt issuance costs of $0.0 | 8/21/2025 | 2/15/2036(2) | 750.0 | - | |||||||
| 4.000% senior notes, less unamortized discount and debt issuance costs of $0.0 and $(0.3) | 5/15/2015 | 6/15/2025 | - | 499.7 | |||||||
| Finance lease liabilities (1) | Various | Various | 8.9 | 14.5 | |||||||
| Short-term debt and current portion of long-term debt | 1,508.9 | 514.2 | |||||||||
| Long-term debt: | |||||||||||
| Senior notes: | |||||||||||
| 4.125% senior notes, inclusive of unamortized premium, and net of unamortized discount and debt issuance costs of $4.8 and $6.3, respectively | 3/6/2019 | 3/15/2029 | 604.8 | 606.3 | |||||||
| 5.500% senior notes, less unamortized discount and debt issuance costs of $(3.5) and $(3.7), respectively | 5/15/2015 | 6/15/2045 | 346.5 | 346.3 | |||||||
| 3.625% senior notes, less unamortized discount and debt issuance costs of $(8.9) and $(9.2), respectively | 5/13/2020 | 5/15/2050 | 491.1 | 490.8 | |||||||
| 5.750% senior notes, less unamortized discount and debt issuance costs of $(7.0) and $(7.9), respectively | 3/3/2023 | 4/1/2033 | 493.0 | 492.1 | |||||||
| 5.250% senior notes, less unamortized discount and debt issuance costs of $(12.7) and $(14.2), respectively | 6/5/2024 | 6/5/2034 | 587.3 | 585.8 | |||||||
| 5.250% senior notes, less unamortized discount and debt issuance costs of $(7.3) | 3/11/2025 | 3/15/2035 | 692.7 | - | |||||||
| Finance lease liabilities (1) | Various | Various | 14.7 | 26.9 | |||||||
| Syndicated revolving credit facility debt issuance costs | Various | Various | (1.8 | ) | (1.3 | ) | |||||
| Long-term debt | 3,228.3 | 2,546.9 | |||||||||
| Total debt | $ | 4,737.2 | $ | 3,061.1 |
(1) Refer to Note 8. Leases
(2) Refer below for details on the classification of the 2030 Senior and 2036 Senior Notes
Accrued interest associated with our outstanding debt obligations was $56.6 million and $20.7 million as of December 31, 2025 and 2024, respectively, and included in “Accounts payable and accrued liabilities” within our accompanying consolidated balance sheets. Interest expense associated with our finance lease and outstanding debt obligations, including amortization of debt issuance costs and original discounts, was $209.4 million, $140.3 million, and $131.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Senior Notes
As of December 31, 2025 and 2024, we had senior notes with an aggregate principal amount of $4,750.0 million and $3,050.0 million outstanding, respectively, and were in compliance with our financial and other debt covenants.
On March 11, 2025, we completed an issuance of $700.0 million aggregate principal amount of 5.250% senior notes due 2035 (the "2035 Senior Notes"). The 2035 Senior Notes will mature on March 15, 2035 and accrue interest at a fixed rate of 5.250% per annum. Interest is payable semiannually on March 15 and September 15 of each year, beginning September 15, 2025. The 2035 Senior Notes were issued at a discount of $1.7 million and we incurred debt issuance costs of $6.2 million. The original issuance discount and debt issuance costs were recorded in "Long-term debt" in the accompanying consolidated balance sheets and these costs will be amortized to "Interest expense, net" in the accompanying consolidated statements of operations over the life of the 2035 Senior Notes. In April 2025, we used a portion of the net proceeds of this offering to repay our 4.000% Senior Notes due 2025 (the “2025 Senior Notes”), which had an aggregate principal amount of $500.0 million. We intend to use the remaining net proceeds for general corporate purposes. The indenture governing the 2035 Senior Notes restricts our ability to, among other things, create certain liens, enter into sale/leaseback transactions and consolidate with, sell, lease, convey or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity.
On August 21, 2025, we completed an issuance of $750.0 million aggregate principal amount of 4.500% senior notes due 2030 (the "2030 Senior Notes") and $750.0 million aggregate principal amount of 5.125% senior notes due 2036 (the "2036 Senior Notes"). The 2030 Senior Notes were issued at a discount of $0.4 million and we incurred debt issuance costs of $6.0 million. The 2036 Senior Notes were issued at a discount of $1.7 million and we incurred debt issuance costs of $6.4 million. The original issuance discount and debt issuance costs were recorded in "Short-term debt and current portion of long-term debt" in the accompanying consolidated balance sheets and these costs will be amortized to "Interest expense, net" in the accompanying consolidated statements of operations over the life of the 2030 and 2036 Senior Notes. We had intended to use the net proceeds of these offerings to finance the purchase price of the acquisition of AccuLynx and to pay related fees and expenses. As noted below under "Special Mandatory Redemption" we have redeemed the 2030 and 2036 Senior Notes in full.
Special Mandatory Redemption
On July 29, 2025, we entered into a definitive agreement to acquire ExactLogix, Inc. ("AccuLynx"). The indenture governing the 2030 Senior Notes and 2036 Notes, which were issued in connection with the AccuLynx acquisition, included a special mandatory redemption provision requiring us to redeem the 2030 Senior Notes and 2036 Senior Notes in full upon the occurrence of certain events, including the termination of the acquisition agreement. Upon the termination of the acquisition agreement in accordance with its terms on December 26, 2025, this provision was triggered and we notified the trustee on December 29, 2025 that we will redeem the $1,500.0 million aggregate principal amount of the 2030 Senior Notes and 2036 Senior Notes in full at the special mandatory redemption price, equal to 101% of the principal amount of such notes plus accrued and unpaid interest to the redemption date. As a result, we recognized a total loss of $33.9 million related to the redemption of the 2030 Senior Notes and 2036 Senior Notes consisting of a 1.0% redemption premium of $15.0 million charged to "Net (loss) gain on early extinguishment of debt" and the amortization of deferred issuance costs and original issuance discounts of $18.9 million to "Interest expense, net" within the accompanying consolidated statements of operations. Although the redemption obligation was triggered and the related loss was recognized prior to December 31, 2025, the redemption and cash settlement of the 2030 Senior Notes and 2036 Senior Notes did not occur until _January 6, 2026 (_See Note 22. Subsequent Events). As a result, the 2030 and 2036 Senior Notes were classified as current liabilities as of December 31, 2025.
78
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Credit Facilities
We had a syndicated revolving credit facility ("Syndicated Revolving Credit Facility") with a borrowing capacity of $1,000.0 million with Bank of America N.A., HSBC Bank USA, N.A., JP Morgan Chase Bank, N.A., Wells Fargo Bank, National Association, Citibank, N.A., Morgan Stanley Bank, N.A., TD Bank, N.A., Goldman Sachs Bank USA, and the Northern Trust Company with a maturity date of April 5, 2028. On August 15, 2025, we entered into the Third Amended and Restated Credit Agreement (the "Amendment and Restatement") which amended and restated the Syndicated Revolving Credit Facility. The Amendment and Restatement increased our borrowing capacity to $1,250.0 million and extended the maturity date of the Syndicated Revolving Credit Facility to August 15, 2030. Interest on borrowings under the Amendment and Restatement is payable at an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. A commitment fee on any unused commitment is payable periodically and may range from 8.0 to 17.5 basis points based upon our public debt rating. The Syndicated Revolving Credit Facility, as amended and restated by the Amendment and Restatement, also contains certain financial and other covenants that, among other things, impose certain restrictions on indebtedness, liens, dispositions, fundamental changes, and use of proceeds. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest coverage ratio of at least 3.00 to 1.00, and we have a consolidated funded debt leverage ratio of no more than 3.75 to 1.00. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to 1.00 (no more than once) and to 4.25 to 1.00 (no more than once) in connection with the closing of a permitted acquisition. The Syndicated Revolving Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the share repurchase program (the "Repurchase Program"). In connection with the Amendment and Restatement, we incurred additional debt issuance costs of $1.0 million, which will be amortized to "Interest expense, net" within the accompanying consolidated statements of operations over the remaining life of the Syndicated Revolving Credit Facility. As of December 31, 2025, we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. As of December 31, 2025 and December 31, 2024, the available capacity under the Syndicated Revolving Credit Facility was $1,245.4 million and $995.4 million, respectively, which takes into account outstanding letters of credit of $4.6 million in both years.
On August 15, 2025, we also entered into a $750.0 million Term Credit Agreement (the "Term Loan Facility") with Bank of America N.A. The Term Loan Facility had a maturity date of August 15, 2028 and carried an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. The Term Loan Facility also contained certain financial and other covenants that, among other things, imposed certain restrictions on indebtedness, liens, dispositions, fundamental changes, and use of proceeds. The financial covenants required that, we have a consolidated interest rate coverage ratio of at least 3.00 to 1.00, and a consolidated funded debt leverage ratio of no more than 3.75 to 1.00. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to 1.00 (no more than once) and to 4.25 to 1.00 (no more than once) in connection with the closing of a permitted acquisition. In connection with the Term Loan Facility, we incurred additional debt issuance costs of $5.8 million, which will be amortized to "Interest expense, net" within the accompanying consolidated statements of operations over the remaining life of the Term Loan Facility. Pursuant to the terms of the Term Credit Agreement, the Term Loan Facility included a termination or reduction of commitments provision pursuant to which the lenders' commitments were subject to automatic termination upon the occurrence of the commitment termination date, which occurred on December 26, 2025 upon the termination of the acquisition agreement for the AccuLynx acquisition in accordance with its terms and, as a result, the commitment of each lender automatically terminated on such date, and the Term Loan Facility was terminated in full on December 26, 2025.
Debt Maturities
The following table reflects our debt maturities:
| Years Ending | Amount | |||
|---|---|---|---|---|
| 2026 | $ | 1,511.2 | ||
| 2027 | 8.3 | |||
| 2028 | 4.0 | |||
| 2029 | 600.0 | |||
| 2030 | - | |||
| 2031 and thereafter | 2,650.0 | |||
| Total | $ | 4,773.5 |
79
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We have 2,000,000,000 shares of authorized common stock as of December 31, 2025 and 2024. The common shares have rights to any dividend declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all eleven members of our Board of Directors. At December 31, 2025, 2024, and 2023, the adjusted closing price of our common stock was $223.69, $275.43, and $238.86 per share, respectively.
We have 80,000,000 shares of authorized preferred stock, par value $0.001 per share. The preferred shares have preferential rights over the common shares with respect to dividends and net distribution upon liquidation. We did not issue any preferred shares as of December 31, 2025 and 2024.
On February 19, 2025, April 30, 2025, July 23, 2025, and October 22, 2025, our Board approved a cash dividend of $0.45 per share of common stock issued and outstanding to the holders of record as of March 14, 2025, June 13, 2025, September 15, 2025, and December 15, 2025, respectively. Cash dividends of $251.1 million and $221.3 million were paid during the years ended December 31, 2025 and 2024, respectively, and recorded as a reduction to retained earnings.
Share Repurchase Program
In November 2024, March 2025, May 2025, and August 2025, we entered into Accelerated Share Repurchase ("ASR") agreements (the "November 2024 ASR Agreement", "March 2025 ASR Agreement", "May 2025 ASR Agreement", and "August 2025 ASR Agreement", respectively) to repurchase shares of our common stock for an aggregate purchase price of $300.0 million, $200.0 million, $100.0 million, and $50.0 million with Citibank, N.A. for the November 2024 ASR Agreement and March 2025 ASR Agreement, Goldman Sachs & Co. LLC for the May 2025 ASR Agreement, and HSBC Bank USA, National Association for the August 2025 ASR Agreement. Each ASR agreement is accounted for as a treasury stock transaction and forward stock purchase agreement indexed to our common stock. Upon the payment of the aggregate purchase prices on November 13, 2024, March 11, 2025, May 20, 2025, and August 13, 2025, we received initial deliveries of 885,663, 570,470, 270,399, and 163,462 shares of our common stock, respectively. Upon the final settlements of the November 2024 ASR Agreement, March 2025 ASR Agreement, May 2025 ASR Agreement, and August 2025 ASR Agreement in January 2025, April 2025, June 2025, and September 2025, we received 189,909, 123,766, 52,614, and 26,179 additional shares, respectively, as determined based on the volume weighted average share prices of our common stock, less a discount, of $278.92, $288.09, $309.58, and $263.66 per share during the term of the November 2024 ASR Agreement, March 2025 ASR Agreement, May 2025 ASR Agreement, and August 2025 ASR Agreement, respectively. The forward stock purchase agreements are classified as equity instruments under ASC 815-40, Contracts in Entity's Own Equity ("ASC 815-40") and deemed to have a fair value of zero at the respective effective date. The aggregate purchase price was recorded as a reduction to stockholders' equity in our consolidated statements of changes in stockholders' equity for the year ended December 31, 2025. These repurchases for the year ended December 31, 2025 resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").
In addition to the ASR's, for the year ended December 31, 2025, we repurchased $273.9 million of our common stock, through open market repurchases. Through these open market repurchases, we received 1,203,086 shares at an average price of $227.70 recorded within treasury stock.
For the year ended December 31, 2025, we repurchased 2,599,886 shares of common stock as part of the Repurchase Program, inclusive of the ASRs and open market repurchases, at a weighted average price of $259.31 per share. We utilized cash received from operations to fund these repurchases. As of December 31, 2025, we had $967.5 million available to repurchase shares through our Repurchase Program.
Treasury Stock
As of December 31, 2025, our treasury stock consisted of 405,605,329 shares of common stock. During the years ended December 31, 2025, 2024, and 2023, we transferred 582,958, 1,100,152, and 1,457,514 shares of common stock, from the treasury shares at a weighted average price of $25.38, $23.40, and $19.50 per share, respectively.
80
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Earnings Per Share
The following is a reconciliation of the numerators and denominators of our basic and diluted EPS computations for the years ended December 31:
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions, except for share and per share data) | ||||||||||||
| Numerator used in basic and diluted EPS: | ||||||||||||
| Income from continuing operations | $ | 908.3 | $ | 950.7 | $ | 768.4 | ||||||
| Less: Net loss attributable to noncontrolling interests | — | 0.7 | 0.2 | |||||||||
| Income (loss) from discontinued operations, net of tax | — | 6.8 | (154.0 | ) | ||||||||
| Net income attributable to Verisk | $ | 908.3 | $ | 958.2 | $ | 614.6 | ||||||
| Denominator: | ||||||||||||
| Weighted average number of common shares used in basic EPS | 139,667,160 | 142,154,655 | 146,623,989 | |||||||||
| Effect of dilutive shares: | ||||||||||||
| Potential common shares issuable from stock options and stock-based awards | 415,613 | 687,606 | 712,170 | |||||||||
| Weighted average number of common shares and dilutive potential common shares used in diluted EPS | 140,082,773 | 142,842,261 | 147,336,159 |
The potential shares of common stock that were excluded from diluted EPS were 78,458, 227,384, and 540,221 at December 31, 2025, 2024, and 2023, respectively, because the effect of including those potential shares was anti-dilutive.
Accumulated Other Comprehensive Losses
The following is a summary of accumulated other comprehensive income (losses) as of December 31:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Foreign currency translation adjustment | $ | 172.8 | $ | 90.1 | ||||
| Pension and postretirement adjustment, net of tax | (65.8 | ) | (75.1 | ) | ||||
| Accumulated other comprehensive income | $ | 107.0 | $ | 15.0 |
The before tax and after tax amounts of other comprehensive (loss) income for the years ended December 31, 2025, 2024, and 2023 are summarized below:
| Tax Benefit | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Before Tax | (Expense) | After Tax | ||||||||||
| December 31, 2025 | ||||||||||||
| Foreign currency translation adjustment attributable to Verisk | $ | 82.7 | $ | — | $ | 82.7 | ||||||
| Foreign currency translation adjustment attributable to noncontrolling interests | 0.3 | — | 0.3 | |||||||||
| Foreign currency translation adjustment | 83.0 | — | 83.0 | |||||||||
| Pension and postretirement adjustment before reclassifications | 17.3 | (4.3 | ) | 13.0 | ||||||||
| Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (losses) (1) | (4.9 | ) | 1.2 | (3.7 | ) | |||||||
| Pension and postretirement adjustment | 12.4 | (3.1 | ) | 9.3 | ||||||||
| Total other comprehensive loss | $ | 95.4 | $ | (3.1 | ) | $ | 92.3 | |||||
| December 31, 2024 | ||||||||||||
| Foreign currency translation adjustment attributable to Verisk | $ | (40.6 | ) | $ | — | $ | (40.6 | ) | ||||
| Foreign currency translation adjustment attributable to noncontrolling interests | 0.9 | — | 0.9 | |||||||||
| Foreign currency translation adjustment | (39.7 | ) | — | (39.7 | ) | |||||||
| Pension and postretirement adjustment before reclassifications | 0.4 | 0.1 | 0.5 | |||||||||
| Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (losses) (1) | (4.1 | ) | 1.0 | (3.1 | ) | |||||||
| Pension and postretirement adjustment | (3.7 | ) | 1.1 | (2.6 | ) | |||||||
| Total other comprehensive income | $ | (43.4 | ) | $ | 1.1 | $ | (42.3 | ) | ||||
| December 31, 2023 | ||||||||||||
| Foreign currency translation adjustment attributable to Verisk | $ | 67.0 | $ | — | $ | 67.0 | ||||||
| Foreign currency translation adjustment attributable to noncontrolling interests | 0.6 | — | 0.6 | |||||||||
| Cumulative translation adjustment recognized upon deconsolidation of the Energy business | 700.6 | — | 700.6 | |||||||||
| Foreign currency translation adjustment | 768.2 | — | 768.2 | |||||||||
| Pension and postretirement adjustment before reclassifications | 35.1 | (8.9 | ) | 26.2 | ||||||||
| Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (losses) (1) | (5.8 | ) | 1.4 | (4.4 | ) | |||||||
| Pension and postretirement adjustment | 29.3 | (7.5 | ) | 21.8 | ||||||||
| Total other comprehensive loss | $ | 797.5 | $ | (7.5 | ) | $ | 790.0 |
| (1) | These accumulated other comprehensive loss components, before tax, are included under “Cost of revenues” and “Selling, general and administrative” in our accompanying consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (See Note 18. Pension and Postretirement Benefits for additional details). |
81
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
401K and Stock Ownership Plan ("KSOP")
We have established the KSOP for the benefit of eligible employees in the U.S. and Puerto Rico. The KSOP includes both an employee savings component and an employee stock ownership component. The purpose of the combined plan is to enable our employees to participate in a tax-deferred savings arrangement under Internal Revenue Service Code Sections 401(a) and 401(k) (the “Code”), and to provide our employees equity participation through the employee stock ownership plan (“ESOP”) accounts.
Under the KSOP, eligible employees may make pre-tax and after-tax cash contributions as a percentage of their compensation, subject to certain limitations under the applicable provisions of the Code. The maximum pre-tax contribution that can be made to the 401(k) account as determined under the provisions of Code Section 401(g) is $23.5 thousand for 2025, $23.0 thousand for 2024, and $22.5 thousand for 2023. Certain eligible participants (age 50 and older) may contribute an additional $7.5 thousand for 2025, 2024, and 2023. After-tax contributions are limited to 10.0% of a participant’s compensation. Effective January 1, 2019, we increased the matching contributions to 100.0% of the first 6.0% of the participant’s contribution. The 401(k) matching contributions under the KSOP for the years ended December 31, 2025, 2024, and 2023, were $33.3 million, $33.8 million, and $32.4 million, respectively, which, at our option, were funded in cash.
In 2005, we established the ISO Profit Sharing Plan (the “Profit Sharing Plan”), a defined contribution plan, to replace the qualified pension plan for all eligible employees hired on or after March 1, 2005. The Profit Sharing Plan is a component of the KSOP. Eligible employees participated in the Profit Sharing Plan if they completed 1,000 hours of service each plan year and were employed on December 31 of that year. We can make a discretionary contribution to the Profit Sharing Plan based on our annual performance. Participants vest once they have completed four years and 1,000 hours of service. For the years ended December 31, 2025, 2024, and 2023, there were no profit sharing contributions.
Equity Compensation Plans
All of our outstanding stock options, restricted stock awards, deferred stock units, and PSUs are covered under our Verisk Analytics Inc. 2021 Equity Incentive Plan ("2021 Incentive Plan"). Awards under our 2021 Incentive Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance awards, (vi) other share-based awards and (vii) cash. Employees, non-employee directors, and consultants are eligible for awards under our 2021 Incentive Plan. We transferred common stock under these plans from our treasury shares. As of December 31, 2025, there were 12,185,347 shares of common stock reserved and available for future issuance under our 2021 Incentive Plan. Cash received from stock option exercises for the years ended December 31, 2025 and December 31, 2024 was $56.9 million and $124.8 million, respectively. We issued common stock under these plans from our treasury shares. We have granted equity awards to key employees and directors. The ultimate realization of the PSUs may range from 0% to 200% of the recipient’s target levels established on the grant date.
82
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A summary of the status of the stock options, restricted stock, and PSUs awarded under our 2021 Incentive Plan as of December 31, 2025, 2024, and 2023 and changes during the years are presented below.
| Stock Option | Restricted Stock | PSU | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted | Weighted | |||||||||||||||||||||||||||
| Weighted | Average | Average | ||||||||||||||||||||||||||
| Average | Aggregate | Grant Date | Grant Date | |||||||||||||||||||||||||
| Number | Exercise | Intrinsic | Number | Fair Value | Number | Fair Value | ||||||||||||||||||||||
| of Options | Price | Value | of Shares | Per Share | of Shares | Per Share | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||
| Outstanding at January 1, 2023 | 4,023,816 | $ | 132.90 | $ | 193.3 | 307,575 | $ | 182.07 | 199,494 | $ | 195.34 | |||||||||||||||||
| Granted | 211,945 | $ | 185.29 | 194,236 | $ | 185.22 | 48,486 | $ | 212.86 | |||||||||||||||||||
| Dividend reinvestment | — | $ | — | — | $ | — | 1,142 | N/A | ||||||||||||||||||||
| Exercised or lapsed | (1,295,815 | ) | $ | 108.85 | $ | 118.1 | (178,602 | ) | $ | 179.39 | (45,997 | ) | $ | 192.93 | ||||||||||||||
| Canceled, expired or forfeited | (227,436 | ) | $ | 187.56 | (32,170 | ) | $ | 183.25 | (21,889 | ) | $ | 207.27 | ||||||||||||||||
| Outstanding at December 31, 2023 | 2,712,510 | $ | 143.91 | $ | 257.6 | 291,039 | $ | 186.28 | 181,236 | $ | 199.62 | |||||||||||||||||
| Granted | 203,884 | $ | 237.10 | 155,304 | $ | 237.93 | 47,838 | $ | 265.94 | |||||||||||||||||||
| Dividend reinvestment | — | $ | — | — | $ | — | 1,073 | N/A | ||||||||||||||||||||
| Exercised or lapsed | (976,351 | ) | $ | 127.80 | $ | 124.8 | (120,287 | ) | $ | 188.06 | (47,821 | ) | $ | 210.07 | ||||||||||||||
| Canceled, expired or forfeited | (29,710 | ) | $ | 199.81 | (18,515 | ) | $ | 207.81 | (1,870 | ) | $ | 210.07 | ||||||||||||||||
| Outstanding at December 31, 2024 | 1,910,333 | $ | 161.16 | $ | 218.3 | 307,541 | $ | 210.62 | 180,456 | $ | 205.10 | |||||||||||||||||
| Granted | 217,969 | $ | 273.52 | 159,200 | $ | 278.72 | 46,225 | $ | 309.25 | |||||||||||||||||||
| Dividend reinvestment | — | $ | — | — | $ | — | 999 | N/A | ||||||||||||||||||||
| Exercised or lapsed | (418,936 | ) | $ | 137.04 | $ | 64.2 | (124,831 | ) | $ | 211.80 | (84,592 | ) | $ | 167.90 | ||||||||||||||
| Canceled, expired or forfeited | (33,026 | ) | $ | 231.98 | (19,963 | ) | $ | 234.60 | (7,172 | ) | $ | 258.08 | ||||||||||||||||
| Outstanding at December 31, 2025 | 1,676,340 | $ | 180.40 | $ | 72.6 | 321,947 | $ | 242.66 | 135,916 | $ | 262.39 | |||||||||||||||||
| Exercisable at December 31, 2025 | 1,178,052 | $ | 156.76 | $ | 78.8 | |||||||||||||||||||||||
| Exercisable at December 31, 2024 | 1,345,181 | $ | 142.14 | $ | 179.3 | |||||||||||||||||||||||
| Nonvested at December 31, 2025 | 498,288 | 321,947 | 135,916 | |||||||||||||||||||||||||
| Expected to vest at December 31, 2025 | 416,181 | 283,450 | 112,120 | (1) |
| (1) | Includes estimated performance achievement |
|---|
The fair value of our stock options granted was estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table during the years ended December 31:
| 2025 | 2024 | 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Option pricing model | Black-Scholes | Black-Scholes | Black-Scholes | |||||||||
| Weighted average grant price | $ | 273.52 | $ | 237.10 | $ | 185.29 | ||||||
| Expected volatility | 22.00 | % | 23.51 | % | 27.28 | % | ||||||
| Risk-free interest rate | 4.35 | % | 3.89 | % | 3.77 | % | ||||||
| Expected term in years | 3.5 | 3.7 | 4.0 | |||||||||
| Dividend yield | 0.62 | % | 0.66 | % | 0.66 | % | ||||||
| Weighted average grant date fair value per stock option | $ | 59.19 | $ | 53.45 | $ | 48.14 |
83
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A summary of the status of our nonvested options and changes are presented below:
| Number of Options | Weighted Average Grant-Date Fair Value Per Option | |||||||
|---|---|---|---|---|---|---|---|---|
| Nonvested balance at January 1, 2023 | 1,321,741 | $ | 34.65 | |||||
| Granted | 211,945 | $ | 52.69 | |||||
| Vested | (540,993 | ) | $ | 33.08 | ||||
| Cancelled or expired | (227,436 | ) | $ | 38.03 | ||||
| Nonvested balance at December 31, 2023 | 765,257 | $ | 39.74 | |||||
| Granted | 203,884 | $ | 53.75 | |||||
| Vested | (374,279 | ) | $ | 36.67 | ||||
| Cancelled or expired | (29,710 | ) | $ | 44.34 | ||||
| Nonvested balance at December 31, 2024 | 565,152 | $ | 46.59 | |||||
| Granted | 217,969 | $ | 59.19 | |||||
| Vested | (251,807 | ) | $ | 60.07 | ||||
| Cancelled or expired | (33,026 | ) | $ | 52.30 | ||||
| Nonvested balance at December 31, 2025 | 498,288 | $ | 53.10 |
Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the quoted price of our common stock as of the reporting date. Excess tax benefits of $18.3 million, $27.3 million, and $20.6 million from exercised stock options were recorded as income tax benefit in our accompanying consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023, respectively. Stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 was $54.2 million, $47.9 million, and $54.0 million, respectively. As of December 31, 2025, the weighted average remaining contractual terms were 5.4 and 4.3 years for outstanding and exercisable stock options, respectively. As of December 31, 2024, the weighted average remaining contractual terms were 5.5 years and 4.5 years for outstanding and exercisable stock options, respectively.
As of December 31, 2025, there was $84.3 million of total unrecognized compensation cost, exclusive of the impact of vesting upon retirement eligibility, related to nonvested share-based compensation arrangements granted under our 2021 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.34 years.
Our U.K. Sharesave Plan offers qualifying employees in the United Kingdom the opportunity to own shares of our common stock. Employees who elect to participate are granted stock options, of which the exercise price is equal to the average of the closing price on the five trading days immediately preceding the plan invitation date discounted by 5%, and enter into a savings contract, the proceeds of which are then used to exercise the options upon the three-year maturity of the savings contract. During the years ended December 31, 2025, 2024, and 2023, we granted 3,640, 3,268, and 5,144 stock options under the U.K. Sharesave Plan at a discounted exercise price of $254.10, $257.05, and $227.65, respectively. As of December 31, 2025, there were 436,408 shares of common stock reserved and available for future issuance under our U.K. Sharesave Plan.
We also offer eligible employees the opportunity to participate in an ESPP. Under our ESPP, participating employees may authorize payroll deductions of up to 20.0% of their regular base salary and up to 50.0% of their short-term incentive compensation, both of which in total may not exceed $25.0 thousand in any calendar year, to purchase shares of our common stock at a 5.0% discount of its fair market value at the time of purchase. In accordance with ASC 718, our ESPP is noncompensatory as the purchase discount is 5.0% or less from the fair market value, substantially all employees that meet limited employment qualifications may participate, and it incorporates no option features. During the years ended December 31, 2025, 2024, and 2023, we issued 18,234, 16,964, and 18,636 shares of common stock at a weighted average discounted price of $255.63, $247.44, and $209.68, respectively. As of December 31, 2025, there were 1,142,061 shares of common stock reserved and available for future issuance under our ESPP.
84
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
18. Pension and Postretirement Benefits:
We have a frozen qualified defined benefit pension plan for certain of our employees through membership in the Pension Plan for Insurance Organizations (the “Pension Plan”), a multiple-employer trust. Prior to the freeze, we applied a cash balance formula to determine future benefits. Under the cash balance formula, each participant has an account, which was credited annually based on salary rates determined by years of service, as well as the interest earned on the previous year-end cash balance. We also have a non-qualified frozen supplemental cash balance plan (“SERP”) for certain employees. Our SERP is funded from our general assets. We contributed $0.8 million in 2025 and $0.7 million in 2024, and expect to contribute $0.9 million in 2026.
Our Pension Plan’s funding policy is to contribute annually at an amount between the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974 and the maximum amount that can be deducted for federal income tax purposes. No minimum contribution requirement was and is expected for 2025 and 2024, respectively.
We also provide certain healthcare and life insurance benefits for both active and retired employees. The Postretirement Health and Life Insurance Plan (the “Postretirement Plan”), which has been frozen, is contributory, requiring participants to pay a stated percentage of the premium for coverage. We do not expect to contribute to our Postretirement Plan in 2026.
The following table sets forth the changes in the benefit obligations and the plan assets, the funded status of the Pension Plan, SERP, and Postretirement Plan, and the amounts recognized in our consolidated balance sheets at December 31:
| Pension Plan and SERP | Postretirement Plan | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Change in benefit obligation: | ||||||||||||||||
| Benefit obligation at January 1 | $ | 298.0 | $ | 317.8 | $ | 3.0 | $ | 4.1 | ||||||||
| Interest cost | 16.1 | 16.1 | 0.2 | 0.1 | ||||||||||||
| Actuarial loss (gain) | 10.4 | (7.8 | ) | (0.1 | ) | (0.4 | ) | |||||||||
| Plan participants’ contributions | — | — | 2.1 | 1.4 | ||||||||||||
| Benefits paid | (27.8 | ) | (28.1 | ) | (2.5 | ) | (2.2 | ) | ||||||||
| Benefit obligation at December 31 | $ | 296.7 | $ | 298.0 | $ | 2.7 | $ | 3.0 | ||||||||
| Accumulated benefit obligation at December 31 | $ | 296.7 | $ | 298.0 | ||||||||||||
| Change in plan assets: | ||||||||||||||||
| Fair value of plan assets at January 1 | $ | 409.5 | $ | 425.9 | $ | 8.1 | $ | 8.1 | ||||||||
| Actuarial gain | 43.4 | 11.0 | 0.5 | — | ||||||||||||
| Employer contributions, net | 0.8 | 0.7 | (1.5 | ) | 0.8 | |||||||||||
| Plan participants’ contributions | — | — | 2.1 | 1.4 | ||||||||||||
| Benefits paid | (27.8 | ) | (28.1 | ) | (2.5 | ) | (2.2 | ) | ||||||||
| Fair value of plan assets at December 31 | $ | 425.9 | $ | 409.5 | $ | 6.7 | $ | 8.1 | ||||||||
| Funded status at December 31 | $ | (129.2 | ) | $ | (111.5 | ) | $ | (4.0 | ) | $ | (5.1 | ) | ||||
| Amounts recognized in the consolidated balance sheets consist of: | ||||||||||||||||
| Pension assets, noncurrent (1) | $ | (137.7 | ) | $ | (120.4 | ) | $ | (4.0 | ) | $ | (5.1 | ) | ||||
| Pension, SERP and postretirement benefits, current (2) | 0.8 | 0.7 | — | — | ||||||||||||
| Pension, SERP and postretirement benefits, noncurrent (3) | 7.7 | 8.2 | — | — | ||||||||||||
| Total Pension, SERP and Postretirement benefits | $ | (129.2 | ) | $ | (111.5 | ) | $ | (4.0 | ) | $ | (5.1 | ) |
(1) Included in "Other noncurrent assets" in our accompanying consolidated balance sheets
(2) Included in "Accounts payable and accrued liabilities" in our accompanying consolidated balance sheets
(3) Included in "Other noncurrent liabilities" in our accompanying consolidated balance sheets
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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The pre-tax components included within accumulated other comprehensive losses as of December 31 are summarized below:
| Pension Plan and SERP | Postretirement Plan | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Prior service cost | $ | 2.2 | $ | 2.3 | $ | — | $ | — | ||||||||
| Actuarial losses | 111.0 | 122.6 | 2.4 | 3.1 | ||||||||||||
| Accumulated other comprehensive losses, pretax | $ | 113.2 | $ | 124.9 | $ | 2.4 | $ | 3.1 |
The pre-tax components of net periodic benefit (credit) cost and the amounts recognized in other comprehensive income are summarized below for the years ended December 31:
| Pension Plan and SERP | Postretirement Plan | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |||||||||||||||||||
| Interest cost | $ | 16.1 | $ | 16.1 | $ | 17.1 | $ | 0.2 | $ | 0.1 | $ | 0.2 | ||||||||||||
| Expected return on plan assets | (25.6 | ) | (26.8 | ) | (24.1 | ) | (0.1 | ) | (0.2 | ) | (0.1 | ) | ||||||||||||
| Amortization of prior service cost reclassified from accumulated other comprehensive income | 0.2 | 0.2 | 0.2 | — | — | — | ||||||||||||||||||
| Amortization of net actuarial loss reclassified from accumulated other comprehensive income | 4.4 | 3.6 | 5.2 | 0.3 | 0.3 | 0.4 | ||||||||||||||||||
| Net periodic (credit) benefit cost | (4.9 | ) | (6.9 | ) | (1.6 | ) | 0.4 | 0.2 | 0.5 | |||||||||||||||
| Less: Amortization of prior service cost reclassified from accumulated other comprehensive income | (0.2 | ) | (0.1 | ) | (0.2 | ) | — | — | — | |||||||||||||||
| Less: Amortization of actuarial loss reclassified from accumulated other comprehensive losses | (0.1 | ) | (0.1 | ) | (0.1 | ) | — | — | — | |||||||||||||||
| Less: Net loss recognized reclassified from accumulated other comprehensive losses | (4.1 | ) | (3.5 | ) | (5.1 | ) | (0.4 | ) | (0.3 | ) | (0.4 | ) | ||||||||||||
| Actuarial loss (gain) | (7.3 | ) | 7.9 | (24.3 | ) | (0.3 | ) | (0.2 | ) | 0.8 | ||||||||||||||
| Total recognized in other comprehensive income | (11.7 | ) | 4.2 | (29.7 | ) | (0.7 | ) | (0.5 | ) | 0.4 | ||||||||||||||
| Total recognized in net periodic benefit credit and other comprehensive (income) loss | $ | (16.6 | ) | $ | (2.7 | ) | $ | (31.3 | ) | $ | (0.3 | ) | $ | (0.3 | ) | $ | 0.9 |
The weighted-average assumptions used to determine benefit obligations as of December 31, 2025 and 2024 and net periodic benefit (credit) cost for the years 2025, 2024 and 2023 are provided below:
| Pension Plan and SERP | Postretirement Plan | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted-average assumptions used to determine benefit obligations: | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Discount rate | 5.42 | % | 5.64 | % | 4.64 | % | 5.17 | % | ||||||||||||||||
| Expected return on plan assets | 6.50 | % | 6.50 | % | 1.75 | % | 1.75 | % | ||||||||||||||||
| Cash balance interest credit rate | 4.20 | % | 5.42 | % | N/A | |||||||||||||||||||
| Weighted-average assumptions used to determine net periodic benefit (credit) cost: | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||
| Discount rate | 5.64 | % | 5.37 | % | 5.48 | % | 5.17 | % | 4.75 | % | 5.25 | % | ||||||||||||
| Expected return on plan assets | 6.50 | % | 6.50 | % | 6.25 | % | 1.75 | % | 1.75 | % | 1.75 | % | ||||||||||||
| Cash balance interest credit rate | 4.20 | % | 5.42 | % | 4.43 | % | N/A |
86
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents the estimated future benefit payments for the respective plans. The future benefit payments for the Postretirement Plan are net of the federal Medicare subsidy.
| Pension Plan | Postretirement | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| and SERP | Plan | |||||||||||||||
| Gross | Gross | Medicare | Net | |||||||||||||
| Benefit | Benefit | Subsidy | Benefit | |||||||||||||
| Amount | Amount | Payments | Amount | |||||||||||||
| 2026 | $ | 27.9 | $ | 0.5 | $ | (0.1 | ) | $ | 0.4 | |||||||
| 2027 | $ | 27.8 | $ | 0.4 | $ | — | $ | 0.4 | ||||||||
| 2028 | $ | 27.4 | $ | 0.4 | $ | — | $ | 0.4 | ||||||||
| 2029 | $ | 26.2 | $ | 0.3 | $ | — | $ | 0.3 | ||||||||
| 2030 | $ | 25.5 | $ | 0.3 | $ | — | $ | 0.3 | ||||||||
| 2030 and thereafter | $ | 115.9 | $ | 0.9 | $ | — | $ | 0.9 |
The healthcare cost trend rate for 2025 was 8.75% gradually decreasing to 4.5% in 2043. Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plan.
The subsidy benefit from the Medicare Prescription Drug, Improvement and Modernization Act of 2003 reduced our accumulated postretirement benefit assets by approximately $0.8 million and $1.0 million as of December 31, 2025 and 2024, respectively. The subsidy cost increased the net periodic benefit cost by approximately $113.7 thousand, $132.9 thousand, and $118.1 thousand in fiscal 2025, 2024 and 2023, respectively.
The expected return on our Pension Plan assets as of December 31, 2025 and 2024 was 6.50%, which was determined by taking into consideration our analysis of our actual historical investment returns to a broader long-term forecast after adjusting for the target investment allocation and reflecting the current economic environment. During the first quarter of 2025 and as of December 31, 2024, the investment guidelines on our Pension Plan assets had targeted an investment allocation of 40% to equity securities and 60% to debt securities. Our Pension Plan assets consist primarily of investments in various fixed income and equity funds. Investment guidelines are established with each investment manager. These guidelines provide the parameters within which the investment managers agree to operate, including criteria that determine eligible and ineligible securities, diversification requirements and credit quality standards, where applicable. Investment managers are prohibited from entering into any speculative hedging transactions. The investment objective is to achieve a maximum total return with strong emphasis on preservation of capital in real terms.
The asset allocation at December 31, 2025 and 2024, and target allocation by asset category are as follows:
| Target | Percentage of Plan Assets | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Asset Category | Allocation | 2025 | 2024 | |||||||||
| Equity securities | 40.0 | % | 35.9 | % | 36.5 | % | ||||||
| Debt securities | 60.0 | 58.8 | 57.5 | |||||||||
| Real Estate | — | 4.9 | 4.9 | |||||||||
| Other | — | 0.4 | 1.1 | |||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % |
We have used the target investment allocation to derive the expected return as we believe this allocation will be retained on an ongoing basis that will be commensurate with the projected cash flows of the plan. The expected return for each investment category within the target investment allocation is developed using average historical rates of return for each targeted investment category, considering the projected cash flow of our Pension Plan. The difference between this expected return and the actual return on plan assets is generally deferred and recognized over subsequent periods through future net periodic benefit costs. We believe that the use of the average historical rates of returns is consistent with the timing and amounts of expected contributions to the plans and benefit payments to plan participants. These considerations provide the basis for reasonable assumptions with respect to the expected long-term rate of return on plan assets.
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VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We also maintain a voluntary employees beneficiary association plan (the “VEBA Plan”) under Section 501(c)(9) of the Internal Revenue Code to fund the Postretirement Plan. The asset allocation for our VEBA Plan at December 31, 2025 and 2024 was 100% in debt securities.
There were no transfers among Levels 1, 2, or 3 for the years ended December 31, 2025 and 2024. Refer to Note 7. Fair Value Measurements for further discussion with respect to fair value hierarchy. The following table summarizes the fair value measurements by level of our Pension Plan and Postretirement Plan assets:
| Quoted Prices | Significant | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| in Active | Other | |||||||||||
| Markets for | Observable | |||||||||||
| Identical Assets | Inputs | |||||||||||
| Total | (Level 1) | (Level 2) | ||||||||||
| December 31, 2025 | ||||||||||||
| Equity | ||||||||||||
| Managed equity accounts (1) | $ | 117.5 | $ | 117.5 | $ | — | ||||||
| Equity — pooled separate account (2) | 35.7 | — | 35.7 | |||||||||
| Debt | ||||||||||||
| Fixed income manager — separately managed account (5) | 250.3 | — | 250.3 | |||||||||
| Fixed income manager — government securities (3) | 6.6 | 6.6 | — | |||||||||
| Others | ||||||||||||
| Cash — pooled separate account (2) | 1.6 | — | 1.6 | |||||||||
| Global real estate account (4) | 20.9 | — | 20.9 | |||||||||
| Total | $ | 432.6 | $ | 124.1 | $ | 308.5 | ||||||
| December 31, 2024 | ||||||||||||
| Equity | ||||||||||||
| Managed equity accounts (1) | $ | 117.0 | $ | 117.0 | $ | — | ||||||
| Equity — pooled separate account (2) | 32.4 | — | 32.4 | |||||||||
| Debt | ||||||||||||
| Fixed income manager — separately managed account (5) | 235.7 | — | 235.7 | |||||||||
| Fixed income manager — government securities (3) | 8.1 | 8.1 | — | |||||||||
| Others | ||||||||||||
| Cash — pooled separate account (2) | 4.5 | — | 4.5 | |||||||||
| Global real estate account (4) | 19.9 | — | 19.9 | |||||||||
| Total | $ | 417.6 | $ | 125.1 | $ | 292.5 |
| (1) | Valued at the closing price of shares for domestic stocks within the managed equity accounts, and valued at the net asset value (“NAV”) of shares for mutual funds at either the closing price reported in the active market or based on yields currently available on comparable securities of issuers with similar credit ratings for corporate bonds held by the Pension Plan in these managed accounts. |
| (2) | The pooled separate accounts invest in domestic and foreign stocks, bonds and mutual funds. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the pooled separate account, which is not publicly quoted. |
| (3) | The fund invested in the U.S. government, its agencies or instrumentalities or securities that are rated AAA by S&P, AAA by Fitch, or Aaa by Moody’s, including but not limited to mortgage securities such as agency and non-agency collateralized mortgage obligations, and other obligations that are secured by mortgages or mortgage backed securities, and valued at the closing price reported in the active market. |
|---|
| (4) | The funds invested in common stocks and other equity securities issued by domestic and foreign real estate companies, including real estate investment trusts ("REIT") and similar REIT-like entities. The fair values of these stocks, bonds and mutual funds are publicly quoted and are used in determining the NAV of the funds, which is not publicly quoted. |
| (5) | The separately managed accounts invest in U.S. Treasury Bonds and U.S. Treasury Separate Trading of Registered Interest and Principal of Securities (“UST STRIPS”). The fair values of these bonds and UST STRIPS are publicly quoted and are used in determining the NAV of the separately managed account, which is not publicly quoted. |
88
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
ASC 280-10, Disclosures About Segments of an Enterprise and Related Information (“ASC 280-10”), establishes standards for reporting information about operating segments. ASC 280-10 requires that a public business enterprise reports financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our President and CEO is identified as the CODM as defined by ASC 280-10.
Based on our business strategy along with the verticals we currently service, we have determined that we have one operating segment and one reportable segment, Insurance. The CODM uses EBITDA and consolidated net income to set budgets, evaluate margins, review actual results and in deciding whether to reinvest profits into the business, pursue acquisitions, pay dividends and/or engage in other capital management transactions. Consolidated net income is the measure of segment profit most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess performance. The CODM does not regularly review or manage any significant expenses on a standalone basis, as such expenses are not separately identifiable or material at the segment level. For the year ended December 31, 2025, 2024 and 2023 results, please refer to the Consolidated Statements of Operations for information regarding revenues, expenses, and the measure of profit and loss, which is net income. The CODM regularly reviews the Consolidated Statement of Operations. See Note 6. Revenues for information on disaggregated revenues by type of service and by country.
Long-lived assets by country are provided below as of December 31:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Long-lived assets: | ||||||||
| U.S. | $ | 2,278.4 | $ | 2,303.1 | ||||
| U.K. | 659.8 | 589.4 | ||||||
| Other countries | 491.9 | 460.6 | ||||||
| Total long-lived assets | $ | 3,430.1 | $ | 3,353.1 |
89
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We consider our stockholders that own more than 5% of the outstanding stock within the class to be related parties as defined within ASC 850, Related Party Disclosures. We had no material transactions with related parties owning more than 5% of the entire class of stock for the years ended December 31, 2025 and 2024.
Jeffrey Dailey, one of our directors, is also a director of Liberty Mutual Insurance. Liberty Mutual Insurance is a customer of Verisk, and our revenue from Liberty Mutual Insurance was approximately 2% of our consolidated revenue for the years ended December 31, 2025 and 2024.
Therese M. Vaughan, one of our directors, was also a director of American International Group ("AIG") until January 31, 2024. AIG is a customer of Verisk, and our revenue from AIG was approximately 1% of our consolidated revenue for the year ended December 31, 2024.
21. Commitments and Contingencies:
We are a party to legal proceedings, investigations, examinations, subpoenas, third party requests, government requests, regulatory proceedings and other claims with respect to a variety of matters in the ordinary course of business, including the matters described below (collectively, “Ongoing Matters”). With respect to Ongoing Matters, we are unable, at the present time, to determine the ultimate resolution of or provide a reasonable estimate of the range of possible loss attributable to Ongoing Matters or the impact these matters may have on our results of operations, financial position, or cash flows. Although we believe we have strong defenses and have appealed adverse rulings to us, we could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our results of operations, financial position, or cash flows.
Telematics Litigation
As of April 19, 2024, various Plaintiffs filed a total of twenty separate putative class action lawsuits, sixteen against General Motors LLC (“GM”), OnStar LLC (“OnStar”), LexisNexis Risk Solutions, Inc. (“LexisNexis”) and Verisk Analytics Inc. in the United States District Courts for the Northern District of Georgia, the Eastern District of Michigan, Central District of California, District of New Jersey, Southern District of New York, Northern District of Alabama, Northern District of Illinois and District of South Carolina, and four against Hyundai Motor America (“Hyundai”) and Verisk in the Central District of California and District of New Jersey, all of which have been dismissed to date. The Complaints generally allege that the auto manufacturer Defendants collected consumers’ driver behavior data through vehicle software, transmitted it to LexisNexis and Verisk, and that LexisNexis and Verisk shared the data with auto insurance companies, without the individuals’ knowledge or consent. Plaintiffs seek certification of both nationwide classes of individuals and subclasses of various state residents who had their vehicle’s driving data collected by Defendants and shared with a third party without their consent. The Plaintiffs also seek actual, statutory and punitive damages, injunctive relief, as well as reasonable attorney’s fees and other costs. On June 7, the Judicial Panel on Multidistrict Litigation transferred all GM-related lawsuits to the U.S. District Court for the Northern District of Georgia (In Re: Consumer Vehicle Driving Data Tracking Litigation, MDL Case No. 1:24-md-03115-TWT). All discovery proceedings have been stayed. The matters pending against Verisk in the MDL were voluntarily dismissed on December 13, 2024, and a new putative class action, Adam Dinitz, et al. v. Verisk Analytics, Inc. (“Dinitz”), was filed in the District of New Jersey federal court, Case No. 24-11157, to include those dismissed matters and additional named Plaintiffs. Dinitz was transferred to the Northern District of Georgia to be part of the consolidated MDL. A related amended Master Consolidated class action Complaint was also filed in the MDL on December 13, 2024. Defendants filed their motions to dismiss Plaintiffs' claims on April 14, 2025. On October 2, 2025, several Plaintiffs brought a lawsuit alleging similar claims against GM, OnStar, LexisNexis, and Verisk in the matter, McBride, et al v. General Motors, et al., in the U.S. District Court, Southern District of California, Case No. 3:25-cv-02619-AJB-MMP. On October 10, 2025, those Plaintiffs filed a Notice of Potential Tag Along, seeking a transfer of their lawsuit to the MDL proceeding. The transfer Order was finalized on October 28, 2025. At this time, it is not possible to reasonably estimate the liability related to these and other associated matters, as they are still in their early stages.
Indemnification Claim
In December 2023, we received a Notice of Indemnification claim from the current owner of our former healthcare data analytics subsidiary, which was divested in 2016, relating to an ongoing tax investigation by the Nepalese tax authorities. Pursuant to the 2016 sale agreement, we are subject to indemnification obligations with respect to certain pre-closing tax liabilities of the divested entity. At this time, it is not possible to reasonably estimate the liability related to this matter, as it is still in its early stages.
Commercial Litigation
We are a party to contractual disputes that involve alleged breaches of contract or disagreements regarding performance or interpretation. While we dispute the allegations in these matters and intend to defend our position vigorously, the ultimate outcome of such disputes is inherently uncertain. The resolution of one or more of these matters could, individually or in the aggregate, result in liabilities, damages, settlement costs, or other losses that may be material to our consolidated financial position.
On February 12, 2024, Plaintiffs filed a lawsuit, DDS Striker Holdings LLC and Data Driven Holdings LLC against Verisk Analytics, Inc. and Insurance Service Office, in the Superior Court of Delaware, Case No. N24C-02-130 VLM CCLD. Plaintiffs allege claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraudulent inducement, common law fraud, and civil conspiracy in connection with their inability to meet the post-closing earn-out targets negotiated as part of our acquisition of Data Driven Safety, LLC. Plaintiffs seek rescissory, out-of-pocket and punitive damages, as well as attorney’s fees, costs and other expenses. We filed a motion to dismiss Plaintiffs’ claims, which was fully briefed as of June 21, 2024, and was partially denied on August 29, 2024. The parties have settled in principle and are finalizing settlement paperwork.
90
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Data Privacy Litigation
On or about February 8, 2023, Plaintiffs filed a lawsuit, Atlas Data Privacy Corp., et al. v. Verisk Analytics, Inc., et al., in the Superior Court of New Jersey, Middlesex County, Case No. MID-L-000903-24, alleging violations of Daniel’s Law. Atlas claims to be an “assignee” of claims of approximately 19,640 individuals who are “covered persons” under Daniel’s Law, allegedly enacted to provide judicial and law enforcement officers and their family members with the right to prevent disclosure of their personal information and to enforce those rights against uncooperative data brokers. It is alleged that Defendants have violated Daniel’s Law by failing to respond and comply with their written request to Defendants to cease publicly disclosing or re-disclosing their protected information. Plaintiffs seek actual damages in the amount of $1,000 per violation under the statute, punitive damages, injunctive relief ordering compliance with Daniel’s Law, permanent injunctive relief, including the appointment of a qualified independent expert to ensure compliance with Daniel’s Law, and reasonable attorney’s fees and costs. On June 21, 2024, the court issued a “lack of prosecution” warning to Atlas, advising that the case will be dismissed without prejudice if service is not effectuated by August 20, 2024. The case was dismissed without prejudice on August 26, 2024. On October 11, 2024, Plaintiffs served Verisk with the Summons and Complaint, indicating their intent to revise the lawsuit. We filed a motion to dismiss, and alternatively, a request to stay the case pending a ruling on constitutionality of Daniel's Law by the 3rd Circuit in a separate Atlas lawsuit. The New Jersey Attorney General’s Office moved to intervene and also sought a stay pending a constitutionality decision by the New Jersey Supreme Court in a separate matter. The court issued an Order staying all discovery until further ordered by the court. On November 4, 2025, Plaintiffs filed an application to classify and consolidate the pending 111 Daniel's Law cases into a Multi-County Litigation ("MCL"). On January 4, 2026, Verisk joined in opposition to the MCL application. At this time, it is not possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.
Trade Secrets Litigation
On March 14, 2024, JP Morgan Chase Bank (“JPMC”) filed a lawsuit, JPMorgan Chase Bank, National Association v. Argus Information & Advisory Services Inc., Verisk Analytics, Inc. and Trans Union LLC, in the District of Delaware federal court, Case No. 1:24-cv-00348-SB, alleging that Defendants misappropriated JPMC’s trade secret data in violation of federal and state laws. JPMC seeks lost profits, unjust enrichment, a reasonable royalty, exemplary damages, attorney fees and costs, as well as an injunction against Defendants to enjoin any further improper conduct allegedly stemming from Argus’ data use practices. Following a partial denial of our motion to dismiss the initial complaint, JPMC amended its complaint on September 5, 2025 to add new allegations supporting state law-based trade secrets claims. On October 17, 2025, we filed a motion to dismiss the amended complaint, which remains pending. At this time, it is not possible to reasonably estimate the reasonably possible loss related to this matter, as the case is still in its early stages.
Mergers and Acquisitions Litigation
On July 29, 2025, Verisk Analytics, Inc. and ExactLogix, Inc. (d/b/a “AccuLynx”) signed an Agreement and Plan of Merger (the "Agreement") for a transaction pursuant to which Verisk would acquire AccuLynx. On December 26, 2025, Verisk terminated the Agreement in accordance with its terms. On that same day, AccuLynx sent a letter to Verisk alleging that the termination was legally ineffective and constituted a breach of the Agreement. Thereafter, on January 3, 2026, AccuLynx sent a demand letter seeking Verisk’s compliance with the terms of the Agreement or payment in lieu thereof. Verisk filed a declaratory judgment action on January 7, 2026, in the Delaware Court of Chancery asking the court to determine that Verisk’s termination of the Agreement is valid and effective in accordance with the terms of the Agreement. On January 21, 2026, AccuLynx filed counterclaims against Verisk in the declaratory judgment action, asserting that Verisk has breached the parties' Agreement and that AccuLynx is entitled to specific performance of the Agreement and/or monetary damages. At this time, it is not possible to reasonably estimate the liability related to this matter, as the case is still in its early stages.
91
VERISK ANALYTICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In January 2026, we granted 282,414 nonqualified stock options, 169,187 shares of restricted stock, and 62,662 PSUs to key employees. The nonqualified stock options and restricted stock have a graded service vesting period of four years. The PSUs granted consisted of 39,097 TSR-based PSUs and 23,565 ROIC-based PSUs.
On January 6, 2026, pursuant to the special mandatory redemption provision, we redeemed the $1,500.0 million aggregate principal amount of the 2030 Notes and 2036 Notes in full at the special mandatory redemption price, equal to 101% of the principal amount of such notes plus accrued and unpaid interest to the redemption date. Please see Note 15. Debt for additional information.
On February 13, 2026, our Board of Directors approved a cash dividend of $0.50 per share of common stock issued and outstanding, payable on March 31, 2026, to holders of record as of March 13, 2026. Our Board of Directors also approved an increase to the share repurchase authorization to $2.5 billion in total, inclusive of the remaining authorization amount.
92
Supplementary Financial Information (Unaudited)
Valuation and Qualifying Accounts and Reserves
For the Years Ended December 31, 2025, 2024, and 2023
(In millions)
| Balance at | Charged to | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning | Costs and | Deductions— | Balance at | |||||||||||||
| Description | of Year | Expenses (1) | Write-offs (2) | End of Year | ||||||||||||
| Allowance for doubtful accounts | ||||||||||||||||
| Year ended December 31, 2025 | $ | 22.5 | $ | 17.6 | $ | (6.9 | ) | $ | 33.2 | |||||||
| Year ended December 31, 2024 | 15.1 | 13.3 | (5.9 | ) | 22.5 | |||||||||||
| Year ended December 31, 2023 | $ | 14.3 | $ | 8.7 | $ | (7.9 | ) | $ | 15.1 | |||||||
| Valuation allowance for income taxes | ||||||||||||||||
| Year ended December 31, 2025 | $ | 4.2 | $ | 26.1 | $ | (2.4 | ) | $ | 27.9 | |||||||
| Year ended December 31, 2024 | 5.6 | 1.1 | (2.5 | ) | 4.2 | |||||||||||
| Year ended December 31, 2023 | $ | 45.3 | $ | 1.2 | $ | (40.9 | ) | $ | 5.6 |
| (1) | Primarily additional reserves for bad debts |
|---|
| (2) | Primarily accounts receivable balances written off, net of recoveries, the expiration of loss carryforwards, and businesses held for sale |
93
| Exhibit Number | Description |
|---|---|
| 3.1 | Restated Certificate of Incorporation of Verisk Analytics, Inc., effective as of May 20, 2025, incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 27, 2025. |
| 3.2 | Amended and Restated Bylaws of Verisk Analytics, Inc., effective as of May 20, 2025, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated May 27, 2025. |
| 4.1 | Form of Common Stock Certificate, incorporated herein by reference to Exhibit 4.1 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 dated September 21, 2009. |
| 4.2 | Senior Notes Indenture, dated as of April 6, 2011, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 6, 2011. |
| 4.3 | First Supplemental Indenture, dated as of April 6, 2011, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 6, 2011. |
| 4.4 | Third Supplemental Indenture, dated as of September 12, 2012, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 12, 2012. |
| 4.5 | Fifth Supplemental Indenture, dated as of May 15, 2015, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 15, 2015. |
| 4.6 | Senior Notes Indenture, dated March 6, 2019, among Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 6, 2019. |
| 4.7 | First Supplemental Indenture, dated March 6, 2019, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 6, 2019. |
| 4.8 | Second Supplemental Indenture, dated May 13, 2020, between Verisk Analytics, Inc. and Wells Fargo Bank, National Association, as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated May 13, 2020. |
| 4.9 | Description of Verisk Analytics, Inc.’s securities registered pursuant to Section 12 of the Securities Exchange Act, incorporated herein by reference to Exhibit 4.9 to the Company's Annual Report on Form 10-K dated February 21, 2024. |
| 4.10 | Third Supplemental Indenture, dated March 7, 2023, between Verisk Analytics, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated March 7, 2023. |
| 4.11 | Fourth Supplemental Indenture, dated June 5, 2024, between Verisk Analytics, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 5, 2024. |
| 4.12 | Fifth Supplemental Indenture, dated March 11, 2025, between Verisk Analytics, Inc. and Computershare Trust Company, N.A., as a successor to Wells Fargo Bank, N.A., as Trustee, incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated March 11, 2025. |
| 10.1 | 401(k) Savings Plan and Employee Stock Ownership Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 dated August 12, 2008. |
| 10.2 | Verisk Analytics, Inc. 2009 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 dated September 21, 2009. |
| 10.3 | Form of Letter Agreement, incorporated herein by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 dated October 7, 2008. |
| 10.4 | Form of Master License Agreement and Participation Supplement, incorporated herein by reference to Exhibit 10.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 dated October 7, 2008. |
| Exhibit Number | Description |
|---|---|
| 10.5 | Schedule of Master License Agreements Substantially Identical in All Material Respects to the Form of Master License Agreement and Participation Supplement, incorporated herein by reference to Exhibit 10.5 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 dated November 20, 2008. |
| 10.6 | Form of Change of Control Severance Agreement, incorporated herein by reference to Exhibit 10.8 to Amendment No. 6 to the Company’s Registration Statement on Form S-1 dated September 21, 2009. |
| 10.7 | Insurance Services Office, Inc. 1996 Incentive Plan and Form of Stock Option Agreement thereunder, incorporated herein by reference to Exhibit 10.9 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 dated September 29, 2009. |
| 10.8 | Form of Stock Option Award Agreement under the Verisk Analytics, Inc. 2009 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q dated November 16, 2009. |
| 10.9 | Insurance Services Office, Inc. Supplemental Cash Balance Plan dated January 1, 2009 as amended by the Amendment to the Insurance Services Office, Inc. Supplemental Cash Balance Plan dated February 10, 2012 incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K dated February 25, 2014. |
| 10.10 | Insurance Services Office, Inc. Supplemental Executive Retirement Savings Plan dated January 1, 2009 incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K dated February 25, 2014. |
| 10.11 | Verisk Analytics, Inc. 2013 Equity Incentive Plan, incorporated herein by reference to Appendix A to the Company's Proxy Statement on Schedule 14A dated April 1, 2013. |
| 10.12 | Form of Stock Option Award Agreement under Verisk Analytics, Inc. 2013 Equity Incentive Plan, incorporated herein by reference to Exhibit 99.2 to Company’s Registration Statement on Form S-8 dated May 15, 2013. |
| 10.13 | Form of Restricted Stock Award Agreement under Verisk Analytics, Inc. 2013 Equity Incentive Plan, incorporated herein by reference to Exhibit 99.3 to Company’s Registration Statement on Form S-8 dated May 15, 2013. |
| Exhibit Number | Description |
|---|---|
| 10.14 | Verisk Analytics, Inc. 2021 Equity Incentive Plan incorporated herein by reference to Appendix B to the Company's Proxy Statement on Schedule 14A dated April 2, 2021. |
| 10.15 | Purchase Agreement, dated as of January 21, 2022, by and among Verisk Analytics, Inc., Tamarack Buyer, L.L.C. and, solely for the limited purpose set forth therein, 3E Company Environmental, Ecological and Engineering, incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 24, 2022. |
| 10.16 | Verisk Analytics, Inc. Senior Executive Severance Benefits Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 5, 2022. |
| 10.17 | Amendment No. 3 to the Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan, as amended, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q dated August 2, 2022 |
| 10.18 | Amended and Restated Loan Agreement dated September 9, 2022 among Verisk Analytics, Inc., as borrower, and Bank of America, N.A. as the initial lender and administrative agent, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 15, 2022. |
| 10.19 | Equity Purchase Agreement dated October 28, 2022 by and between Verisk Analytics, Inc. and Planet Jersey Buyer Ltd, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 31, 2022. |
| 10.20 | Form of Confirmation - Fixed Dollar Accelerated Share Repurchase Transaction, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, dated March 7, 2023. |
| 10.22 | Third Amended and Restated Credit Agreement, dated as of August 15, 2025, among Verisk Analytics, Inc., the borrowing subsidiaries from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, swing line lender and an L/C issuer, incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated August 21, 2025. |
| 19.1 | Insider Trading Policy dated February 17, 2021*, incorporated herein by reference to Exhibit 19.1 to the Company's Annual Report on Form 10-K dated February 26, 2025 |
| 21.1 | Subsidiaries of the Registrant.* |
| 23.1 | Consent of Deloitte & Touche LLP.* |
| 31.1 | Certification of the Chief Executive Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.* |
| 31.2 | Certification of the Chief Financial Officer of Verisk Analytics, Inc. pursuant to Rule 13a-14 under the Securities Exchange Act of 1934.* |
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer of Verisk Analytics, Inc. pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 97.1 | Verisk Analytics, Inc. Financial Statement Compensation Recoupment Policy, as amended and restated as of December 16, 2024, incorporated herein by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K dated February 26, 2025. |
| 101.INS | Inline XBRL Instance Document.* |
| 101.SCH | Inline XBRL Taxonomy Extension Schema.* |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase.* |
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase.* |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase.* |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase.* |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).* |
| * | Filed herewith. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 18, 2026.
| VERISK ANALYTICS, INC. (Registrant) | |
|---|---|
| /S/ Lee M. Shavel | |
| Lee M. Shavel | |
| Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 18, 2026.
| Signature | Capacity | |
|---|---|---|
| /S/ LEE M. SHAVEL | Chief Executive Officer (principal executive officer and director) | |
| Lee M. Shavel | ||
| /S/ ELIZABETH MANN | Chief Financial Officer | |
| Elizabeth Mann | (principal financial officer) | |
| /S/ DAVID J. GROVER | Controller and Chief Accounting Officer | |
| David J. Grover | (principal accounting officer) | |
| /S/ BRUCE HANSEN | Independent Chair | |
| Bruce Hansen | ||
| /S/ JEFFREY DAILEY | Director | |
| Jeffrey Dailey | ||
| /S/ GREGORY HENDRICK | Director | |
| Gregory Hendrick | ||
| /S/ KATHLEEN A. HOGENSON | Director | |
| Kathleen A. Hogenson | ||
| /S/ SAMUEL G. LISS | Director | |
| Samuel G. Liss | ||
| /S/ CHRISTOPHER J. PERRY | Director | |
| Christopher J. Perry | ||
| /S/ SABRA R. PURTILL | Director | |
| Sabra R. Purtill | ||
| /S/ OLUMIDE SOROYE | Director | |
| Olumide Soroye | ||
| /S/ KIMBERLY S. STEVENSON | Director | |
| Kimberly S. Stevenson | ||
| /S/ THERESE M. VAUGHAN | Director | |
| Therese M. Vaughan |
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