v3.26.3
Note 8 - Stockholders' (Deficit) Equity
 9 Months Ended
Sep. 30, 2026
Notes to Financial Statements  
Equity [Text Block]

8. Stockholders’ (Deficit) Equity:

 

We have 2,000,000,000 shares of authorized common stock as of  September 30, 2026 and December 31, 2025. Our common shares have rights to any dividend declared by our Board of Directors ("Board"), subject to any preferential or other rights of any outstanding preferred stock, and voting rights to elect all current members of the Board. At September 30, 2026 and December 31, 2025, the adjusted closing price of our common stock was $167.85 and $223.69 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 September 30, 2026 and December 31, 2025. 

 

On February 13, 2026, April 27, 2026, and July 27, 2026, our Board approved a cash dividend of $0.50 per share of common stock issued and outstanding to the holders of record as of March 13, 2026, June 15, 2026, and September 15, 2026, respectively. Cash dividends of $195.0 million and $188.6 million were paid during the nine months ended September 30, 2026 and 2025, respectively, and recorded as a reduction to retained earnings.

 

Share Repurchase Program

 

In February 2026 and June 2026, we entered into accelerated share repurchase ("ASR") agreements (the "February ASR Agreements" and "June ASR Agreements", respectively) to repurchase shares of our common stock for an aggregate purchase price of $1.5 billion and $200.0 million, respectively, with each of HSBC Bank USA, National Association and Wells Fargo Bank, National Association. Upon the payment of the aggregate purchase prices on February 23, 2026 and June 3, 2026, we received initial deliveries of 6,986,302 and 949,190 shares of our common stock at initial prices of $182.50 and $179.10 per share, respectively, representing approximately 85 percent of the aggregate purchase prices in each case. Upon the final settlements of the February ASR Agreements and June ASR Agreements, in each case, in July 2026, we received 1,271,417 and 119,081 additional shares, respectively, as determined based on the volume-weighted average share price of our common stock, less a discount, of $181.65 and $187.22 per share during the terms of the February ASR Agreements and June ASR Agreements, respectively. We utilized cash received from operations and proceeds from our Syndicated Revolving Credit Facility and Term Loan Facility for these repurchases. The aggregate purchase price was recorded as a reduction to stockholders' deficit in our accompanying condensed consolidated statement of changes in stockholders' deficit for the nine months ended September 30, 2026.

 

In September 2026, we entered into an additional ASR agreement (the "September ASR Agreement") to repurchase shares of our common stock for an aggregate purchase price of $100.0 million with Royal Bank of Canada. Upon the payment of the aggregate purchase price on September 14, 2026, we received an initial delivery of 454,030 shares of our common stock at an initial price of $176.20 per share. Upon the final settlement of the September ASR Agreement on September 29, 2026, we received 128,245 additional shares, as determined based on the volume-weighted average share price of our common stock, less a discount, of $171.74 per share during the term of the September ASR Agreement. 

 

All ASR agreements are accounted for as a treasury stock transaction and forward stock purchase agreement indexed to our common stock. 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.

 

In addition to the February ASR Agreements, June ASR Agreements, and September ASR Agreement, during the nine months ended September 30, 2026 , we repurchased $126.1 million of our common stock through open-market repurchases. Through these open-market repurchases, we received 583,042 shares at an average price of $216.24 recorded within treasury stock. We utilized cash from operations for these repurchases.

 

On February 13, 2026, our Board approved an increase to the share repurchase program authorization to $2.5 billion, inclusive of the then-remaining authorization. As of September 30, 2026, we had $700.0 million remaining under our share repurchase program. These repurchases for the nine months ended September 30, 2026 resulted in a reduction of outstanding shares used to calculate the weighted average common shares outstanding for basic and diluted earnings per share ("EPS").

 

During the nine months ended September 30, 2026 and 2025, we recorded total excise tax of $18.6 million and $2.9 million, respectively, which has been included within treasury stock, as part of the cost basis of the stock repurchased, and "Accounts payable and accrued liabilities" in our accompanying condensed consolidated balance sheets as of  September 30, 2026 and December 31, 2025.

 

Treasury Stock

 

As of September 30, 2026, our treasury stock consisted of 415,753,176 shares of common stock, carried at cost. During the nine months ended September 30, 2026, we transferred 343,460 shares of common stock from the treasury shares at a weighted average treasury stock price of $28.54 per share.

 

Earnings Per Share

 

Basic EPS is computed by dividing net income attributable to Verisk by the weighted average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding, using the treasury stock method, if the dilutive potential common shares, including vested and nonvested stock options, nonvested restricted stock awards, nonvested restricted stock units, nonvested performance share units ("PSU"), and nonvested deferred stock units, had been issued.

 

 

 

The following is a presentation of the numerators and denominators of the basic and diluted EPS computations for the three and nine months ended September 30, 2026 and 2025:

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2026

  

2025

  

2026

  

2025

 

Numerator used in basic and diluted EPS:

                

Net income

 $219.2  $225.5  $682.0  $711.1 

Denominator:

                

Weighted average number of common shares used in basic EPS

  129,131,949   139,509,985   131,638,192   139,874,142 

Effect of dilutive shares:

                

Potential common shares issuable from stock options and stock-based awards

  94,619   431,950   128,367   532,868 

Weighted average number of common shares and dilutive potential common shares used in diluted EPS

  129,226,568   139,941,935   131,766,559   140,407,010 

 

The potential shares of common stock that were excluded from diluted EPS were 1,503,680 and 21,748 for the three months ended September 30, 2026 and 2025, respectively, and 1,900,061 and 24,018 for the nine months ended September 30, 2026 and 2025, because the effect of including those potential shares was anti-dilutive.

 

Accumulated Other Comprehensive Income

 

The following is a summary of accumulated other comprehensive income as of September 30, 2026 and December 31, 2025:

 

  

September 30, 2026

  

December 31, 2025

 

Foreign currency translation adjustment, net of tax

 $144.4  $172.8 

Pension and postretirement adjustment, net of tax

  (63.4)  (65.8)

Accumulated other comprehensive income

 $81.0  $107.0 

 

The before-tax and after-tax amounts of other comprehensive (loss) income for the three and nine months ended September 30, 2026 and 2025 are summarized below:

 

  

Before Tax

  

Tax (Expense) Benefit

  

After Tax

 

For the Three Months Ended September 30, 2026

            

Foreign currency translation adjustment attributable to Verisk

 $(1.7) $—  $(1.7)

Foreign currency translation adjustment attributable to noncontrolling interests

  —   —   — 

Foreign currency translation adjustment

  (1.7)  —   (1.7)

Pension and postretirement adjustment before reclassifications

  1.8   (0.4)  1.4 

Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1)

  (1.0)  0.2   (0.8)

Pension and postretirement adjustment

  0.8   (0.2)  0.6 

Total other comprehensive loss

 $(0.9) $(0.2) $(1.1)

For the Three Months Ended September 30, 2025

            

Foreign currency translation adjustment attributable to Verisk

 $(14.8) $—  $(14.8)

Foreign currency translation adjustment attributable to noncontrolling interests

  (0.1)  —   (0.1)

Foreign currency translation adjustment

  (14.9)  —   (14.9)

Pension and postretirement adjustment before reclassifications

  2.4   (0.5)  1.9 

Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1)

  (1.2)  0.3   (0.9)

Pension and postretirement adjustment

  1.2   (0.2)  1.0 

Total other comprehensive loss

 $(13.7) $(0.2) $(13.9)

 

  

Before Tax

  

Tax (Expense) Benefit

  

After Tax

 

For the Nine Months Ended September 30, 2026

            

Foreign currency translation adjustment attributable to Verisk

 $(28.4) $—  $(28.4)

Foreign currency translation adjustment attributable to noncontrolling interests

  0.1   —   0.1 

Foreign currency translation adjustment

  (28.3)  —   (28.3)

Pension and postretirement adjustment before reclassifications

  6.5   (1.6)  4.9 

Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1)

  (3.3)  0.8   (2.5)

Pension and postretirement adjustment

  3.2   (0.8)  2.4 

Total other comprehensive loss

 $(25.1) $(0.8) $(25.9)

For the Nine Months Ended September 30, 2025

            

Foreign currency translation adjustment attributable to Verisk

 $84.1  $—  $84.1 

Foreign currency translation adjustment attributable to noncontrolling interests

  0.3   —   0.3 

Foreign currency translation adjustment

  84.4   —   84.4 

Pension and postretirement adjustment before reclassifications

  6.9   (1.6)  5.3 

Amortization of net actuarial loss and prior service benefit reclassified from accumulated other comprehensive income (1)

  (3.4)  0.9   (2.5)

Pension and postretirement adjustment

  3.5   (0.7)  2.8 

Total other comprehensive income

 $87.9  $(0.7) $87.2 

 

(1)

These accumulated other comprehensive loss components, before tax, are included under "Cost of revenues" and "Selling, general and administrative" in our accompanying condensed consolidated statements of operations. These components are also included in the computation of net periodic (benefit) cost (see Note 10. Pension and Postretirement Benefits for additional details).