Verisk Analytics : Purchase Agreement - Form 8-K

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2022 (November 8, 2022)

VERISK ANALYTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-34480		26-2994223
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

545 Washington Boulevard, Jersey City, NJ		07310
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: [phone]

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange where registered
Common Stock $.001 par value		VRSK		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events

On November 8, 2022, the Board of Directors of Verisk Analytics, Inc. (the "Company") authorized an incremental $3.5 billion of share repurchases under its existing share repurchase program. The Company is authorized to repurchase up to $500 million of its common stock effective immediately. The remaining $3.0 billion of the incremental share repurchase authorization is conditioned upon, and shall be effective only after, the closing of the divestiture of the Company's Energy business pursuant to the terms of the Equity Purchase Agreement dated October 28, 2022 with Veritas Capital and the receipt of cash proceeds contemplated thereunder. All such amounts shall be in addition to the previously announced share repurchase authorizations remaining as of the date hereof.

Under the Company's share repurchase program, the Company may repurchase shares in the open market or as otherwise may be determined by the Company, subject to market conditions, business opportunities, and other factors. The Company has no obligation to repurchase shares under its share purchase program.

This authorization has no expiration date and may be suspended or terminated at any time. Repurchased shares will be recorded as treasury stock but will be available for future reissuance.

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: November 14, 2022			By:		/s/ Kathy Card Beckles
			Name:		Kathy Card Beckles
			Title:		Executive Vice President, General Counsel and Corporate Secretary