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Verisk Ends Effort to Acquire AccuLynx

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Verisk (Nasdaq: VRSK) said it has terminated its definitive agreement to acquire AccuLynx after the Federal Trade Commission did not complete its review by the Dec. 26, 2025 termination date.

The company will redeem the $1.50 billion of senior notes issued for the planned acquisition at 101% of principal plus accrued interest, as required by the notes’ mandatory redemption provision. Pro forma for the redemption, Verisk’s leverage at Sept. 30, 2025 would have been 1.9x LTM adjusted EBITDA. As of Sept. 30, 2025 Verisk had $1.2 billion remaining capacity under its share repurchase authorization. AccuLynx disputes the termination; Verisk disagrees and intends to defend that position.

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Positive

  • Pro forma leverage at Sept. 30, 2025: 1.9x LTM adjusted EBITDA
  • Share repurchase capacity remaining: $1.2 billion
  • Redeemed acquisition notes to remove related debt obligations

Negative

  • Termination ends planned acquisition of AccuLynx
  • Redemption of $1.50 billion notes at 101% creates near-term cash outflow
  • AccuLynx disputes termination, creating potential litigation risk

Key Figures

Senior notes issued $1.50 billion Aggregate principal amount of acquisition-related senior notes to be redeemed
Redemption price 101% of principal Price for redeeming acquisition-related senior notes, plus accrued interest
Pro forma leverage 1.9x Pro forma leverage at Sep 30, 2025, vs LTM adjusted EBITDA after redemption
Repurchase capacity $1.2 billion Remaining share repurchase authorization as of Sep 30, 2025
Termination date Dec 26, 2025 Contractual termination date in AccuLynx merger agreement
AccuLynx deal value $2.35 billion Cash consideration announced for AccuLynx acquisition in July 2025

Market Reality Check

$220.34 Last Close
Volume Volume 733,241 is 0.57x 20-day average 1,296,992 ahead of this announcement. low
Technical Shares at 220.34, trading below 200-day MA of 269.54 and 31.77% under 52-week high.

Peers on Argus

Key peers EFX, BAH, FCN, HURN, and CPRT showed small gains between 0.19% and 0.85%, while VRSK was up 0.68% pre-news. Momentum scanners did not flag a coordinated sector move.

Historical Context

Date Event Sentiment Move Catalyst
Dec 10 Cyber partnership Positive -0.7% Expanded KYND collaboration integrating cyber risk intelligence into Rulebook.
Dec 2 Fraud tools integration Positive +0.4% Carpe Data fraud-detection solutions added into Verisk ClaimSearch ecosystem.
Nov 12 Pricing engine tie-up Positive -1.1% Earnix integrated with ISO ERC to speed commercial lines adoption.
Nov 3 Loss estimate update Neutral -1.5% Estimated Hurricane Melissa insured losses of <b>$2.2–$4.2B</b> in Jamaica.
Oct 29 Q3 2025 earnings Positive -10.4% Revenue and EBITDA growth with higher free cash flow and dividend declaration.
Pattern Detected

Recent news has often been constructive, yet several announcements were followed by negative 24-hour moves, indicating a tendency toward downside or muted reactions even on positive updates.

Recent Company History

Over the last few months, Verisk reported solid Q3 2025 growth, multiple technology integrations (Earnix, Carpe Data, KYND) and provided loss estimates for Hurricane Melissa. Despite generally positive operational updates, price reactions were mixed, including a -10.4% move after earnings and other small declines after partnership news. Against this backdrop, today’s termination of the AccuLynx acquisition contrasts with earlier expansionary announcements and interacts with prior disclosure that the deal was under FTC review.

Market Pulse Summary

This announcement details Verisk’s decision to end the planned $2.35 billion AccuLynx acquisition and redeem $1.50 billion of related senior notes at 101% of principal. Pro forma leverage would have been 1.9x LTM adjusted EBITDA, with $1.2 billion of remaining share repurchase capacity, underscoring capital return flexibility. Investors may watch how any dispute over the merger agreement progresses and how Verisk balances organic investment with buybacks and dividends.

Key Terms

federal trade commission regulatory
"This decision follows the notification by the Federal Trade Commission (FTC)..."
The Federal Trade Commission is a U.S. government agency that enforces rules to keep markets competitive and protect consumers from deceptive or unfair business practices, acting like a referee for the marketplace. Its actions matter to investors because investigations, fines, required changes to business practices, or blocked mergers can raise costs, slow growth or damage reputation, any of which can affect a company's stock value.
senior notes financial
"redeem the $1.50 billion aggregate principal amount of senior notes that were issued..."
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
special mandatory redemption financial
"The redemption is required pursuant to a special mandatory redemption provision..."
A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.
share repurchase authorization financial
"Verisk had $1.2 billion of capacity remaining under its share repurchase authorization."
A share repurchase authorization is a company's official approval to buy back its own shares from the market. This signals that the company believes its stock is a good investment and can help increase the value of remaining shares by reducing how many are available. For investors, it often suggests confidence from the company and can influence the stock’s price.
merger agreement regulatory
"AccuLynx has notified Verisk that it believes Verisk’s termination of the merger agreement is invalid."
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

AI-generated analysis. Not financial advice.

Executes Plan to Redeem Acquisition-Related Debt

JERSEY CITY, N.J., Dec. 29, 2025 (GLOBE NEWSWIRE) -- Verisk (Nasdaq: VRSK), a leading global data analytics and technology provider, announced today that it has terminated its definitive agreement to purchase AccuLynx. This decision follows the notification by the Federal Trade Commission (FTC) that it has not completed its review of the transaction by the December 26, 2025 termination date set forth in the agreement.

The Company also announced that it will redeem the $1.50 billion aggregate principal amount of senior notes that were issued in connection with the planned acquisition for a price equal to 101% of their principal amount plus accrued and unpaid interest to the redemption date. The redemption is required pursuant to a special mandatory redemption provision in the terms of the notes. Pro forma for the redemption of the notes, Verisk’s leverage at September 30, 2025 would have been 1.9 times LTM adjusted EBITDA. As of September 30, 2025, Verisk had $1.2 billion of capacity remaining under its share repurchase authorization.  

Lee Shavel, president and CEO of Verisk, stated, “Verisk remains committed to our capital allocation discipline – balancing organic investment in our highest return on capital opportunities while returning capital to shareholders through dividend and repurchases. We continue to have confidence in our ability to deliver results in line with our long-term growth targets for this year, for 2026 and beyond.”

AccuLynx has notified Verisk that it believes Verisk’s termination of the merger agreement is invalid. Verisk strongly disagrees with this assertion and intends to vigorously defend against any such assertions.

###

About Verisk 
Verisk (Nasdaq: VRSK) is a leading strategic data analytics and technology partner to the global insurance industry. It empowers clients to strengthen operating efficiency, improve underwriting and claims outcomes, combat fraud and make informed decisions about global risks, including climate change, catastrophic events, sustainability and political issues. Through advanced data analytics, software, scientific research and deep industry knowledge, Verisk helps build global resilience for individuals, communities and businesses. With teams across more than 20 countries, Verisk consistently earns certification by Great Place to Work and fosters an inclusive culture where all team members feel they belong. For more, visit Verisk.com and the Verisk Newsroom

Forward-Looking Statements

This release 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, statements regarding expectations of meeting long-term growth targets. 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 SEC. 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 Current Report on 8-K 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.



Investor Relations
Stacey Brodbar
Head of Investor Relations, Verisk
201-469-4327
stacey.brodbar@verisk.com

Media
Amy Ebenstein
Public Relations, Verisk
551-225-0585
amy.ebenstein@verisk.com

FAQ

Why did Verisk (VRSK) terminate the acquisition of AccuLynx on Dec. 29, 2025?

Verisk terminated the agreement after the FTC did not complete its review by the Dec. 26, 2025 termination date.

How much debt will Verisk (VRSK) redeem related to the AccuLynx deal?

Verisk will redeem $1.50 billion aggregate principal amount of senior notes at 101% of principal plus accrued interest.

What is Verisk's (VRSK) pro forma leverage after the note redemption?

Pro forma for the redemption, Verisk's leverage at Sept. 30, 2025 would have been 1.9x LTM adjusted EBITDA.

Does Verisk (VRSK) still have capital for buybacks after the AccuLynx termination?

Yes; as of Sept. 30, 2025 Verisk had $1.2 billion capacity remaining under its share repurchase authorization.

Will the AccuLynx dispute affect Verisk (VRSK) financially?

AccuLynx has notified Verisk it believes the termination is invalid; Verisk disagrees and intends to defend against such assertions.
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