UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Term Credit Agreement
On February 18, 2026, Verisk Analytics, Inc. (the “Company”) entered into a Term Credit Agreement (the “Term Credit Agreement”) among the Company, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.
The Term Credit Agreement provides for a 364-day senior unsecured delayed draw term loan facility in an aggregate principal amount of $500,000,000 (the “Term Facility”). The availability of the Term Facility is subject to the satisfaction (or waiver) of certain conditions set forth in the Term Credit Agreement. The proceeds of the Term Facility will be used to finance, together with other sources of funds, share repurchases under the accelerated share repurchase agreements described below, for general corporate purposes and to pay related fees and expenses. Unless previously terminated, the commitments under the Term Facility will automatically terminate upon the earliest of (i) the funding of the loans on the funding date and (ii) February 25, 2026.
Borrowings under the Term Facility bear interest at rates equal to (i) Term SOFR plus an applicable margin of 95 basis points or (ii) a base rate, in each case as provided in the Term Credit Agreement.
The Term Credit Agreement contains customary representations, warranties, covenants, events of default, and financial covenants, including a minimum consolidated interest coverage ratio requirement of not less than 3.00:1.00 and a maximum consolidated funded debt leverage ratio requirement of not greater than 3.75:1.00, with the ability to elect one temporary step-up to 4.50:1.00 and one temporary step-up to 4.25:1.00 in connection with the closing of certain permitted acquisitions.
The foregoing descriptions of the Term Credit Agreement is qualified in its entirety by reference to the full text of such agreement, which is annexed as Exhibit 10.1 hereto and is incorporated by reference in its entirety.
Accelerated Share Repurchase Agreements
On February 20, 2026, as part of the Company’s existing stock repurchase program, the Company entered into accelerated share repurchase agreements (each, an “ASR Agreement” and together, the “ASR Agreements”) with each of HSBC Bank USA, National Association and Wells Fargo Bank, National Association (each, an “ASR Counterparty” and together, the “ASR Counterparties”) to repurchase an aggregate of $1.5 billion of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Company is funding the share repurchases under the ASR Agreements with borrowings of $500 million under its Term Facility as described above and of $750 million under the Company’s existing syndicated revolving credit facility, together with $250 million of cash on hand. After giving effect to the ASR Agreements, approximately $1.0 billion will remain available for share repurchases under the Company’s existing stock repurchase program.
The ASR Counterparties are expected to make an aggregate initial delivery of approximately 7.0 million shares of Common Stock to the Company at the inception of the ASR Agreements.
The total number of shares ultimately to be purchased by the Company under the ASR Agreements will generally be based on the daily volume-weighted average share price of the Common Stock during the calculation period of each ASR Agreement, less an agreed discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. At final settlement of the ASR Agreements, the Company may be entitled to receive additional shares of Common Stock, or, under certain limited circumstances, be required to deliver shares to the ASR Counterparties or, at the Company’s election, remit a settlement amount in cash to the ASR Counterparties. The final settlement of the transactions under the ASR Agreements is expected to occur no later than the third fiscal quarter ending September 30, 2026, with the settlement date for each ASR Agreement determined at the relevant ASR Counterparty’s option within an agreed range, subject to earlier termination under certain limited circumstances, as set forth in the ASR Agreements.
The ASR Agreements contains customary terms for these types of transactions, including, but not limited to, the mechanisms to determine the number of shares of Common Stock or the amount of cash that will be delivered at settlement, the required timing of delivery of the shares of Common Stock, the specific circumstances under which adjustments may be made to the transactions, the specific circumstances under which the transactions may be terminated prior to their scheduled maturity and various acknowledgements, representations and warranties made by the Company and the ASR Counterparties to one another.
From time to time, the ASR Counterparties and/or their respective affiliates have directly and indirectly engaged, and may engage in the future, in investment and/or commercial banking transactions with the Company for which the ASR Counterparties (or such affiliates) have received, or may receive, customary compensation, fees and expense reimbursement.
The foregoing description of the ASR Agreements does not purport to be complete and is qualified in its entirety by reference to the form of confirmation for the ASR Agreements, a copy of which form is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On February 23, 2026, the Company issued a press release announcing entering into the ASR Agreements, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. All information in the press release is furnished but not filed.
Cautionary Note Regarding Forward-Looking Statements. This Current Report on 8-K contains forward-looking statements. These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. This includes, but is not limited to, the Company’s existing share repurchase program and the transactions under the ASR Agreements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “target,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties, and other factors that are, in some cases, beyond our control and that could materially affect actual results, levels of activity, performance. Other factors that could materially affect actual results, levels of activity, performance, or achievements can be found in our quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K filed with the Securities and Exchange Commission. If any of these risks or uncertainties materialize or if our underlying assumptions prove to be incorrect, actual results may vary significantly from what we projected. Any forward-looking statement in this release reflects our current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to our operations, results of operations, growth strategy, and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Term Credit Agreement, dated as of February 18, 2026, among Verisk Analytics, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. | |
| 10.2 | Form of Confirmation for the ASR Agreements | |
| 99.1 | Press Release dated February 23, 2026 | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERISK ANALYTICS, INC. | ||||||
| Date: February 23, 2026 | /s/ Kathy Card Beckles | |||||
| Name: | Kathy Card Beckles | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||