Crawford & Company (NYSE: CRD-A) files 10-K/A to update audit report
Crawford & Company filed an amended annual report on Form 10‑K/A for the year ended December 31, 2025 to correct the report date and wording in Ernst & Young LLP’s audit report and consent. The company states there are no changes to its previously reported financial statements or other disclosures.
For 2025, Crawford generated $1,310.8 million in total revenues and $19.6 million in net income attributable to shareholders, with basic earnings per share of $0.40 for both Class A and Class B shares. Operating cash flow strengthened to $101.8 million, while total assets were $764.3 million and total shareholders’ investment was $171.4 million at December 31, 2025.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form
(Amendment 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission file number
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
(Address of principal executive offices) |
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(Zip Code) |
Registrant's telephone number, including area code
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
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Non-accelerated filer ☐ |
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Smaller reporting company |
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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 pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The aggregate market value of the Registrant's voting and non-voting common stock held by non-affiliates of the Registrant was $
The number of shares outstanding of each class of the Registrant's common stock, as of February 26, 2026, was:
Class A Common Stock — $1.00 Par Value —
Class B Common Stock — $1.00 Par Value —
Documents incorporated by reference:
Portions of the Registrant's proxy statement for its 2026 annual shareholders' meeting, which proxy statement will be filed within 120 days of the Registrant's year end, are incorporated by reference into Part III hereof.
CRAWFORD & COMPANY
EXPLANATORY NOTE
The Original Filing included the report of Ernst & Young LLP on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2024. The report included an incorrect report date. The Original Filing also included the Consent of Ernst & Young LLP, which included the incorrect report date and should have excluded the following verbiage “and the effectiveness of internal control over financial reporting of Crawford & Company.” This Amendment includes (i) Item 8 of Part II, “Financial Statements and Supplementary Data” in its entirety and without change from the Original Filing other than to include a corrected, reissued report of Ernst & Young LLP that reflects the appropriate report date and (ii) Item 15 of Part IV, in its entirety and without change from the Original Filing other than including an updated consent of Ernst & Young as Exhibit 23.2, which includes the appropriate report date and the updated verbiage, and new certifications as described below.
Except as described above, this Amendment does not reflect events that may have occurred subsequent to the date of the Original Filing, and no other changes have been made to the Company’s consolidated financial statements, notes thereto, Management’s Discussion and Analysis, or any other disclosures contained in the Original Filing. Accordingly, this Amendment speaks as of the date the Original Filing was filed, and the Company has not updated disclosures in the Original Filing to reflect any information that may have arisen after that date.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002, filed herewith as Exhibits 31.1 and 31.2. and certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, filed herewith as Exhibits 32.1 and 32.2.
CRAWFORD & COMPANY
FORM 10-K/A
For The Year Ended December 31, 2025
Table of Contents
PART II |
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Item 8. |
Financial Statements and Supplementary Data |
1 |
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PART IV |
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Item 15. |
Exhibits, Financial Statement Schedules |
53 |
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Signatures |
55 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Table of Contents
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Consolidated Statements of Operations |
2 |
Consolidated Statements of Comprehensive Income |
3 |
Consolidated Balance Sheets |
4 |
Consolidated Statements of Cash Flows |
6 |
Consolidated Statements of Shareholders’ Investment |
7 |
Notes to Consolidated Financial Statements |
8 |
Report of Independent Registered Public Accounting Firm ( |
49 |
Report of Independent Registered Public Accounting Firm ( |
51 |
1
CRAWFORD & COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Year Ended December 31, |
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2025 |
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2024 |
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2023 |
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Revenues from Services: |
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Revenues before reimbursements |
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$ |
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$ |
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$ |
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Reimbursements |
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Total Revenues |
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Costs and Expenses: |
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Costs of services provided, before reimbursements |
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Reimbursements |
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Total costs of services |
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Selling, general, and administrative expenses |
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Corporate interest expense, net of interest income of $ |
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Restructuring and other costs, net |
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Total Costs and Expenses |
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Other Loss |
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( |
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Income Before Income Taxes |
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Provision for Income Taxes |
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Net Income |
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Net (Income) Loss Attributable to Noncontrolling Interests |
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Net Income Attributable to Shareholders of Crawford & Company |
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$ |
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$ |
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$ |
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Earnings Per Share - Basic: |
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Class A Common Stock |
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$ |
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$ |
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$ |
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Class B Common Stock |
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$ |
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$ |
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$ |
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Earnings Per Share - Diluted: |
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Class A Common Stock |
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$ |
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$ |
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$ |
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Class B Common Stock |
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$ |
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$ |
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$ |
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Weighted-Average Shares Used to Compute Basic Earnings Per Share: |
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Class A Common Stock |
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Class B Common Stock |
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Weighted-Average Shares Used to Compute Diluted Earnings Per Share: |
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Class A Common Stock |
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Class B Common Stock |
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Cash Dividends Per Share: |
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Class A Common Stock |
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$ |
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$ |
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$ |
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Class B Common Stock |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
2
CRAWFORD & COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Year Ended December 31, |
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2025 |
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2024 |
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2023 |
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Net Income |
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$ |
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$ |
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$ |
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Other Comprehensive Income (Loss): |
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Net foreign currency translation gain (loss), net of tax benefit of $ |
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Amounts reclassified into net income for defined benefit pension plans, net of tax benefit of $ |
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Net unrealized loss on defined benefit plans arising during the year, net of tax (provision) benefit of $( |
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Other Comprehensive Income (Loss) |
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Comprehensive Income |
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Comprehensive (income) loss attributable to noncontrolling interests |
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Comprehensive Income Attributable to Shareholders of Crawford & Company |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
CRAWFORD & COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31, |
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2025 |
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2024 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, less allowance for expected credit losses of $ |
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Unbilled revenues, at estimated billable amounts |
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Income taxes receivable |
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Prepaid expenses and other current assets |
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Total Current Assets |
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Net Property and Equipment |
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Other Assets: |
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Operating lease right-of-use asset, net |
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Goodwill |
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Intangible assets arising from business acquisitions, net |
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Capitalized software costs, net |
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Deferred income tax assets |
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Other noncurrent assets |
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Total Other Assets |
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TOTAL ASSETS |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
4
CRAWFORD & COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value amounts)
December 31, |
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2025 |
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2024 |
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LIABILITIES AND SHAREHOLDERS' INVESTMENT |
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Current Liabilities: |
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Short-term borrowings |
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$ |
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$ |
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Accounts payable |
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Accrued compensation and related costs |
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Self-insured risks |
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Income taxes payable |
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Operating lease liability |
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Other accrued liabilities |
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Deferred revenues |
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Total Current Liabilities |
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Noncurrent Liabilities: |
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Long-term debt and finance leases, less current installments |
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Deferred revenues |
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Accrued pension liabilities |
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Operating lease liability |
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Other noncurrent liabilities |
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Total Noncurrent Liabilities |
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Shareholders' Investment: |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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( |
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Shareholders' Investment Attributable to Shareholders of Crawford & Company |
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Noncontrolling interests |
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( |
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( |
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Total Shareholders' Investment |
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TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
5
CRAWFORD & COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31, |
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2025 |
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2024 |
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2023 |
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Cash Flows from Operating Activities: |
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Net income |
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$ |
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$ |
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$ |
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Reconciliation of net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Deferred income taxes |
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( |
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( |
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( |
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Stock-based compensation costs |
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Loss on disposal of property and equipment |
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Contingent earnout adjustments |
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( |
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Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: |
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Accounts receivable, net |
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( |
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Unbilled revenues, net |
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( |
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Accrued or prepaid income taxes |
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( |
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Accounts payable and accrued liabilities |
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( |
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( |
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Deferred revenues |
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( |
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( |
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Accrued retirement costs |
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Prepaid expenses and other operating activities |
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( |
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( |
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Net cash provided by operating activities |
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Cash Flows from Investing Activities: |
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Acquisitions of property and equipment |
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( |
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( |
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( |
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Capitalization of computer software costs |
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( |
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( |
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Cash proceeds from disposition of business line |
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Proceeds from settlement of life insurance policies |
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Net cash used in investing activities |
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( |
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( |
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( |
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Cash Flows from Financing Activities: |
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Cash dividends paid |
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( |
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( |
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( |
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Payments related to shares received for withholding taxes under employee stock-based compensation plans |
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( |
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( |
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( |
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Proceeds from shares purchased under employee stock-based compensation plans |
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Repurchases of common stock |
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( |
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( |
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( |
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Payments of contingent consideration on acquisitions |
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( |
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( |
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( |
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Increases in short-term and revolving credit facility borrowings |
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Payments on short-term and revolving credit facility borrowings |
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( |
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( |
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( |
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Payments on finance lease obligations |
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( |
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( |
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( |
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Capitalized loan costs |
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( |
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Other financing activities |
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( |
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( |
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( |
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Net cash used in financing activities |
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( |
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( |
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( |
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Effects of exchange rate changes on cash and cash equivalents |
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( |
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Increase (decrease) in Cash, Cash Equivalents, and Restricted Cash |
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( |
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Cash, Cash Equivalents, and Restricted Cash at Beginning of Year |
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Cash, Cash Equivalents, and Restricted Cash at End of Year |
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$ |
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$ |
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$ |
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Supplemental cash flow information: |
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Income taxes paid |
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$ |
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$ |
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$ |
Interest paid |
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The accompanying notes are an integral part of these consolidated financial statements.
6
CRAWFORD & COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
(In thousands)
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Common Stock |
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Shareholders' |
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Class A |
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Class B |
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Additional |
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Retained |
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Accumulated |
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Investment |
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Noncontrolling |
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Total |
Balance at December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$( |
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$ |
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$( |
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$ |
Net Income |
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— |
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— |
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— |
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— |
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( |
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Other comprehensive loss |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
Cash dividends paid (Class A - $ |
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— |
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— |
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— |
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( |
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— |
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( |
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— |
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( |
Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Repurchases of common stock |
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— |
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( |
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— |
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( |
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— |
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( |
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— |
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( |
Shares issued in connection with stock-based compensation plans, net |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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Decrease in value of noncontrolling interest due to acquisition |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
Dividends paid to noncontrolling interests |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
|
( |
Balance at December 31, 2023 |
|
|
|
|
|
( |
|
|
( |
|
||||||
Net income |
|
— |
|
— |
|
— |
|
|
— |
|
|
( |
|
|||
Other comprehensive income (loss) |
|
— |
|
— |
|
— |
|
— |
|
|
|
( |
|
|||
Cash dividends paid (Class A - $ |
|
— |
|
— |
|
— |
|
( |
|
— |
|
( |
|
— |
|
( |
Stock-based compensation |
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|||
Repurchases of common stock |
|
— |
|
( |
|
— |
|
( |
|
— |
|
( |
|
— |
|
( |
Shares issued in connection with stock-based compensation plans, net |
|
|
— |
|
( |
|
— |
|
— |
|
( |
|
— |
|
( |
|
Decrease in value of noncontrolling interest due to acquisition |
|
— |
|
— |
|
( |
|
— |
|
— |
|
( |
|
|
||
Dividends paid to noncontrolling interests |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
Balance at December 31, 2024 |
|
|
|
|
|
( |
|
|
( |
|
||||||
Net income |
|
— |
|
— |
|
— |
|
|
— |
|
|
|
||||
Other comprehensive income |
|
— |
|
— |
|
— |
|
— |
|
|
|
|
||||
Cash dividends paid (Class A - $ |
|
— |
|
— |
|
— |
|
( |
|
— |
|
( |
|
— |
|
( |
Stock-based compensation |
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|||
Repurchases of common stock |
|
( |
|
( |
|
— |
|
( |
|
— |
|
( |
|
— |
|
( |
Shares issued in connection with stock-based compensation plans, net |
|
|
— |
|
( |
|
— |
|
— |
|
|
— |
|
|||
Dividends paid to noncontrolling interests |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
Balance at December 31, 2025 |
|
$ |
|
$ |
|
$ |
|
$ |
|
$( |
|
$ |
|
$( |
|
$ |
The accompanying notes are an integral part of these consolidated financial statements.
7
Notes to Consolidated Financial Statements
1. Significant Accounting and Reporting Policies
Nature of Operations
Based in Atlanta, Georgia, Crawford & Company ("Crawford" or "the Company") is the world's largest publicly listed independent provider of claims management and outsourcing solutions to carriers, brokers and corporations with an expansive global network serving clients in more than
Shares of the Company's
Principles of Consolidation
The accompanying consolidated financial statements were prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP") and include the accounts of the Company, its majority-owned subsidiaries, and variable interest entities ("VIE") in which the Company is deemed to be the primary beneficiary. Significant intercompany transactions are eliminated in consolidation. Financial results from the Company's operations outside of the U.S., Canada, the Caribbean, and certain subsidiaries in the Philippines, are reported and consolidated on a two-month delayed basis in accordance with the provisions of Accounting Standards Codification ("ASC") Topic 810, Consolidation, in order to provide sufficient time for accumulation of their results. Accordingly, the Company's December 31, 2025, 2024, and 2023 consolidated financial statements include the financial position of such operations as of October 31, 2025 and 2024, respectively, and the results of their operations and cash flows for the fiscal years ended October 31, 2025, 2024, and 2023, respectively.
The Company has controlling ownership interests in several entities that are not wholly-owned by the Company. The financial results and financial positions of these controlled entities are included in the Company's consolidated financial statements, including the controlling interests and noncontrolling interests. The noncontrolling interests represent the equity interests in these entities that are not attributable, either directly or indirectly, to the Company. On the Company's Consolidated Statements of Operations, net income or loss is separately attributed to the controlling interests and noncontrolling interests.
Noncontrolling interests represent the minority shareholders' share of the net income or loss and shareholders' investment in consolidated subsidiaries. Noncontrolling interests are presented as a component of shareholders' investment in the Consolidated Balance Sheets and reflect the initial fair value of these investments by noncontrolling shareholders, along with their proportionate share of the income or loss of the subsidiaries, less any dividends or distributions.
The Company consolidates the results of a VIE when it is determined to be the primary beneficiary. In accordance with GAAP, in determining whether the Company is the primary beneficiary of a VIE for financial reporting purposes, it considers whether it has the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE and whether it has the obligation to absorb losses or the right to receive returns that would be significant to the VIE.
8
Management's Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and 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 period. Actual results could differ materially from those estimates.
Revenue Recognition
Revenues are recognized when control of the promised services are transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues are recognized net of any sales, use or value added taxes collected from customers, which are subsequently remitted to governmental authorities. As the Company completes its performance obligations, it has an unconditional right to consideration as outlined in the Company's contracts.
The Company's North America Loss Adjusting segment generates revenue for claims management and adjusting services to insurance companies and self-insured entities related to property and casualty losses caused by physical damage to commercial and residential real property, certain types of personal property and marine losses. The Company's International Operations segment generates revenue in a similar manner as North America Loss Adjusting in the U.K., Europe, Australia, Asia and Latin America. This segment also includes Legal Services, which generates revenues for services provided to insurance companies. The Company's Broadspire segment is a third party administrator that generates revenue through its Claims Management and Medical Management service lines. The Company's Platform Solutions segment principally generates revenues through its Contractor Connection, Networks and Subrogation service lines. The Contractor Connection service line generates revenue through its independently managed contractor network of credentialed residential and commercial contractors in the U.S. See Note 2, “Revenue Recognition,” for further discussion on the Company’s revenue recognition policies.
Intersegment sales are not material and eliminate in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The fair value of cash and cash equivalents approximates carrying value due to their short-term nature.
Cash balances that are legally restricted as to usage or withdrawal are separately included in "Prepaid expenses and other current assets" within the Consolidated Balance Sheets.
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restricted cash within prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
|||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Accounts Receivable and Allowance for Expected Credit Losses
The Company extends credit based on an evaluation of a client's financial condition and, generally, collateral is not required. Accounts receivable are typically due upon receipt of the invoice and are stated on the Company's Consolidated Balance Sheets at amounts due from clients net of an estimated allowance for expected credit losses. Accounts outstanding longer than the contractual payment terms are considered past due. The fair value of accounts receivable approximates book value due to their short-term contractual stipulations.
Unbilled revenues are stated on the Company’s Consolidated Balance Sheets, net of estimated billing adjustments and an estimated allowance for expected credit losses. Unbilled assets represent a contract asset for revenue that has been recognized in advance of billing the customer, resulting from professional services delivered that we expect and are entitled to receive as consideration under certain contracts. Billing requirements vary by contract but substantially all unbilled revenues are billed within one year.
9
The Company maintains an allowance for expected credit losses resulting primarily from the inability of clients to make required payments. Such losses are accounted for as bad debt expense. These allowances are established using historical write-off or adjustment information to project future experience and by considering the current creditworthiness of clients, any known specific collection problems, and an assessment of current industry and economic conditions. Actual experience may differ significantly from historical or expected loss results. The Company writes off accounts receivable and unbilled revenues when they become uncollectible, and any payments subsequently received are accounted for as recoveries.
A summary of the activities in the allowance for expected credit losses for the years ended December 31, 2025, 2024, and 2023 is as follows:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
Allowance for credit losses, January 1 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Add/ (Deduct): |
|
|
|
|
|
|
|
|
|
|||
Provision for bad debt expense |
|
|
|
|
|
|
|
|
|
|||
Write-offs, net of recoveries |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjustments for business acquisitions and dispositions |
|
|
( |
) |
|
|
|
|
|
|
||
Currency translation and other changes |
|
|
|
|
|
( |
) |
|
|
|
||
Allowance for credit losses, December 31 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Goodwill, Indefinite-Lived Intangible Assets, and Other Long-Lived Assets
Goodwill is an asset that represents the excess of the purchase price over the fair value of the separately identifiable net assets (tangible and intangible) acquired in business combinations. Indefinite-lived intangible assets consist of trade names associated with acquired businesses. Goodwill and indefinite-lived intangible assets are not amortized, but are subject to impairment testing at least annually. Other long-lived assets consist primarily of property and equipment, deferred income tax assets, capitalized software, and amortizable intangible assets related to customer relationships, technology, and trade names with finite lives. Other long-lived assets are evaluated for impairment when impairment indicators are identified.
Subsequent to a business acquisition in which goodwill and indefinite-lived intangibles are recorded, post-acquisition accounting requires that both be tested to determine whether there has been an impairment. The Company performs an impairment test of goodwill and indefinite-lived intangible assets at least annually on October 1 of each year. The Company regularly evaluates whether events and circumstances have occurred which indicate potential impairment of goodwill or indefinite-lived intangible assets. When factors indicate that such assets should be evaluated for possible impairment between the scheduled annual impairment tests, the Company performs an interim impairment test.
Goodwill impairment testing is performed on a reporting unit basis. If the fair value of the reporting unit exceeds its carrying value, including goodwill, goodwill is considered not impaired. If the carrying value of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The loss recognized cannot subsequently be reversed.
The carrying value of the reporting unit, including goodwill, is compared with the estimated fair value of the reporting unit as determined utilizing a combination of the income and market approaches. The income approach, which is a level 3 fair value measurement, is based on projected debt-free cash flow which is discounted to the present value using discount factors that consider the timing and risk of the cash flows. The market approach is based on the Guideline Public Company Method, which uses market pricing metrics to select multiples to value the Company's reporting units. The resulting estimated fair values of the combined reporting units are reconciled to the Company's market capitalization including an estimated implied control premium. The Company believes that the combination of these approaches is appropriate because it provides a fair value estimate based upon the combination of the reporting unit's expected long-term operating cash flow performance and multiples with which similar publicly traded companies are valued. The Company weights the income and market approaches equally.
The Company has the option to perform a qualitative assessment of goodwill prior to completing the quantitative analysis described above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. If the Company concludes that this is the case, it performs the quantitative analysis above.
10
If changes to the Company's reporting structure impact the composition of its reporting units, existing goodwill is reallocated to the revised reporting units based on their relative estimated fair values as determined by a combination of the income and market approaches. If all of the assets and liabilities of an acquired business are assigned to a specific reporting unit, the goodwill associated with that acquisition is assigned to that reporting unit at acquisition unless another reporting unit is also expected to benefit from the acquisition.
For impairment testing of indefinite-lived intangible assets, the carrying value is compared with the estimated fair value, which is estimated based on the present value of the after-tax cash flows attributable solely to the asset. If carrying value exceeds the estimated fair value, an impairment is recognized based on the excess. The fair values of the Company's trade names are established using the relief-from-royalty method, a form of the income approach. This method recognizes that, by virtue of owning the trade name as opposed to licensing it, a company or reporting unit is relieved from paying a royalty, usually expressed as a percentage of net sales, for the asset's use. The present value of the after-tax costs savings (i.e., royalty relief) at an appropriate discount rate including a tax amortization benefit indicates the value of the trade name. The Company determined the discount rate based on its performance compared to similar market participants, factored by risk in forecasting using a modified capital asset pricing model.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. The Company depreciates the cost of property and equipment, including assets recorded under finance leases, over the shorter of the remaining lease term or the estimated useful lives of the related assets, primarily using the straight-line method.
Classification |
Estimated Useful Lives |
||
Furniture and fixtures |
|
|
|
Data processing equipment |
|
|
|
Automobiles and other |
|
|
|
Leasehold improvements |
|
5- |
|
Property and equipment, including assets under finance leases, consisted of the following at December 31, 2025 and 2024:
December 31, |
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Leasehold improvements |
|
$ |
|
|
$ |
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Data processing equipment |
|
|
|
|
|
|
||
Automobiles |
|
|
|
|
|
|
||
Total property and equipment |
|
|
|
|
|
|
||
Less accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Net property and equipment |
|
$ |
|
|
$ |
|
||
Depreciation on property and equipment, including property under finance leases and amortization of leasehold improvements, was $
Capitalized Software
Capitalized software costs reflect costs related to internally developed or purchased software used by the Company that has expected future economic benefits. Certain internal and external costs incurred during the application development stage are capitalized. Costs incurred during the preliminary project and post implementation stages, including training and maintenance costs, are expensed as incurred. The majority of these capitalized software costs consist of internal payroll costs and external payments for software development, purchases and related services. Additionally, "Capitalized software costs, net" on the Company's Consolidated Balance Sheets includes $
11
Self-Insured Risks
The Company self-insures certain risks consisting primarily of professional liability, auto liability, and employee medical, disability, and workers' compensation liability. Insurance coverage is obtained for catastrophic property and casualty exposures, including professional liability on a claims-made basis, and those risks required to be insured by law or contract. Most of these self-insured risks are in the U.S. Provisions for claims under the self-insured programs are made based on the Company's estimates of the aggregate liabilities for claims incurred, including estimated legal fees, losses that have occurred but have not been reported to the Company, and for adverse developments on reported losses. The estimated liabilities are calculated based on historical claims experience, the expected lives of the claims, and other factors considered relevant by management. Changes in these estimates may occur as additional information becomes available. The Company believes its provisions for self-insured losses are adequate to cover the expected cost of losses incurred. However, these provisions are estimates and amounts ultimately settled may be significantly greater or less than the provisions established. The estimated liabilities for claims incurred under the Company's self-insured workers' compensation and employee disability programs are discounted at the prevailing risk-free interest rate for U.S. government securities of an appropriate duration. All other self-insured liabilities are undiscounted.
At December 31, 2025 and 2024, accrued liabilities for self-insured risks totaled $
Income Taxes
The Company accounts for certain income and expense items differently for financial reporting and income tax purposes. Provisions for deferred taxes are made in recognition of these temporary differences. The most significant differences relate to accrued but unpaid compensation and loss carryforwards.
For financial reporting purposes, the provision for income taxes is the sum of income taxes both currently payable and payable on a deferred basis. Currently payable income taxes represent the liability related to the income tax returns for the current year, while the net deferred tax expense or benefit represents the change in the balance of deferred income tax assets or liabilities as reported on the Company's Consolidated Balance Sheets that are not related to balances in "Accumulated other comprehensive loss." The changes in deferred income tax assets and liabilities are determined based upon changes in the differences between the basis of assets and liabilities for financial reporting purposes and the basis of assets and liabilities for income tax purposes, measured by the enacted statutory tax rates in effect for the year in which the Company estimates these differences will reverse. The Company must estimate the timing of the reversal of temporary differences, as well as whether taxable income in future periods will be sufficient to fully recognize any gross deferred tax assets. A valuation allowance is provided when it is deemed more-likely-than-not that some portion or all of a deferred tax asset will not be realized.
Other factors which influence the effective tax rate used for financial reporting purposes include changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which it operates, the Company's ability to utilize net operating loss and tax credit carryforwards, changes in permanent reinvestment assertions, and changes in unrecognized tax benefits. See Note 6, "Income Taxes" for further discussion.
Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI in the year the tax is incurred.
Sales and Other Taxes
In certain jurisdictions, both in the U.S. and internationally, various governments and taxing authorities require the Company to assess and collect sales and other taxes, such as value added taxes, on certain services that the Company renders and bills to its customers. The majority of the Company's revenues are not currently subject to these types of taxes. These taxes are not recorded as additional revenues or expenses in the Company's Consolidated Statements of Operations, but are recorded on the Consolidated Balance Sheets as pass-through amounts until remitted.
12
Foreign Currency
Monetary assets and liabilities denominated in a currency that is different from a reporting entity's functional currency must be remeasured from the applicable currency to the reporting entity's functional currency. The effects of the remeasurement of these assets and liabilities are recognized in "Selling, general and administrative expenses" in the Company's Consolidated Statements of Operations. For operations outside the U.S. whose functional currency is other than the U.S. dollar, results of operations and cash flows are translated into U.S. dollars at average exchange rates during the period, and assets and liabilities are translated at end-of-period exchange rates. The resulting translation adjustments, on a net basis, are included in "Other Comprehensive Income (Loss)" in the Company's Consolidated Statements of Comprehensive Income, and the accumulated translation adjustment is reported as a component of "Accumulated other comprehensive loss" in the Company's Consolidated Balance Sheets.
Foreign currency transactions resulted in a net gain of $
Advertising Costs
Advertising costs are expensed in the period in which the costs are incurred. Advertising expenses were $
Adoption of New Accounting Standards
Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08)
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022. The adoption of this guidance did not impact the Company's results of operations, financial condition, or cash flows.
Improvements to Reportable Segment Disclosures (ASU 2023-07)
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required. The Company adopted this guidance as of December 31, 2024. Refer to Note 12, "Segment and Geographic Information," for updated segment disclosures.
Improvements to Income Tax Disclosures (ASU 2023-09)
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, a new accounting standard to enhance the transparency and decision usefulness of income tax disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with prospective application permitted. The Company adopted this guidance prospectively, beginning in our 2025 annual reporting as of December 31, 2025. Refer to Note 6, "Income Taxes," for income tax-related disclosures required by this guidance.
Pending Adoption of Recently Issued Accounting Standards
Disaggregation of Income Statement Expenses (ASU 2024-03)
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220): Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires disclosures disaggregated information about certain income statement expense line items, such as inventory purchases, employee compensation, and depreciation. The new standard is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with retrospective application permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
13
Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05)
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient that can be elected to be applied to accounts receivable and contract assets, which would allow entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for such assets. Entities are required to apply the guidance on a prospective basis. The update is effective for fiscal years beginning after December 15, 2025 and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating this ASU to determine the potential impact on its consolidated financial statements.
Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06)
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which provides guidance that simplifies the accounting for internal-use software by replacing stage-based rules with a principles-based approach, allowing capitalization once management authorizes funding and intends to use the software, and when it’s probable the project will be complete. Entities may elect to apply the guidance retrospectively, prospectively to software costs incurred after the adoption date (i.e. on existing, in-process software projects or new projects) or on a modified prospective basis. The Company is currently evaluating this ASU to determine the impact the adoption will have on its consolidated financial statements.
2. Revenue Recognition
Revenue from Contracts with Customers
Revenues are recognized when control of the promised services is transferred to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Revenues are recognized net of any sales, use or value added taxes collected from customers, which are subsequently remitted to governmental authorities. As the Company completes its performance obligations which are identified below, it has an unconditional right to consideration as outlined in the Company's contracts. Generally, the Company's accounts receivables are expected to be collected in less than
The Company's North America Loss Adjusting and International Operations segments generate revenue for adjusting services provided to insurance companies and self-insured entities related to property and casualty losses caused by physical damage to commercial and residential real property and certain types of personal property. These segments also generate revenues for claims management services provided to insurance companies and self-insured entities related to large, complex losses with technical adjusting and industry experts servicing a broad range of industries. The Company charges on a fee-per-claim basis for each optional purchase of the claims management services exercised by its customer. The Company also performs Legal Services within its International Operations segment. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims applied utilizing a portfolio approach based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount for which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer. Task assignment services are single optional purchase performance obligations which are generally satisfied at a point in time when the control of the service is transferred to the customer. Therefore, revenue is recognized when the customer receives the service requested.
The following table presents North America Loss Adjusting revenues before reimbursements disaggregated by geography for the years ended December 31, 2025 and 2024:
|
|
(In thousands) |
|
|||||
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
||
U.S. |
|
$ |
|
|
$ |
|
||
Canada |
|
|
|
|
|
|
||
Total North America Loss Adjusting Revenues before Reimbursements |
|
$ |
|
|
$ |
|
||
14
The following table presents International Operations revenues before reimbursements disaggregated by geography for the years ended December 31, 2025 and 2024:
|
|
(In thousands) |
|
|||||
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
||
U.K. |
|
$ |
|
|
$ |
|
||
Europe |
|
|
|
|
|
|
||
Australia |
|
|
|
|
|
|
||
Asia |
|
|
|
|
|
|
||
Latin America |
|
|
|
|
|
|
||
International Loss Adjusting |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
U.K. |
|
|
|
|
|
|
||
Australia |
|
|
|
|
|
|
||
Latin America |
|
|
|
|
|
|
||
Crawford Legal Services |
|
|
|
|
|
|
||
Total International Operations Revenues before Reimbursements |
|
$ |
|
|
$ |
|
||
The Broadspire segment is a third party administrator that generates revenue through its Claims Management and Medical Management service lines.
The Claims Management service line includes Workers' Compensation, Liability, Property and Disability Claims Management. This service line also performs additional services such as Accident & Health claims programs, including Affinity type claims, and disability and leave management services. Each claim referred by the customer is considered an additional optional purchase of claims management services under the agreement with the customer. The transaction price is specified in the contract and is fixed for each service. Revenue is recognized over time as services are provided as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document, and report the claim and control of these services is transferred to the customer. Revenue is recognized based on historical claim closure rates and claim type applied utilizing a portfolio approach based on time elapsed for these claims as the Company believes this is the most accurate depiction of the transfer of claims management services to its customer. Broadspire also provides claims management services on a monthly basis for which revenue is recognized over time monthly based on claims received and staff required to complete our claim handling obligations. Broadspire also provides Risk Management Information Services and Account Administration Services, and generates revenues from income earned for managing funds maintained to administer claims for its customers. For non-claim services provided in our Claims Management service line, revenue is recognized over time as services are provided and control of these services is transferred to the customer. Revenue is recognized as time elapses as this is the most accurate depiction of the transfer of the service to the customer.
The Company's obligation to manage claims under the Claims Management service line can range from less than
The Medical Management service line offers case managers who provide administration services by proactively managing medical treatment plans for claimants while facilitating an understanding of and participation in their rehabilitation process. Revenue for Medical Management services is recognized over time as the performance obligations are satisfied through the effort expended to manage the medical treatment for claimants and control of these services is transferred to the customer. Medical Management services are generally billed based on time incurred, are considered variable consideration, and revenue is recognized at the amount for which the Company has the right to invoice for services performed. This method of revenue recognition is the most accurate depiction of the transfer of the Medical Management services to the customer. The Company also performs medical bill review services. Medical bill review services provide an analysis of medical charges for clients’ claims to identify opportunities for savings. Medical bill review services revenues are recognized over time as control of the service is transferred to the customer. Revenue is recognized based upon the transfer of the results of the medical bill review service to the customer as this is the most accurate depiction of the transfer of the service to the customer.
15
The following table presents Broadspire revenues before reimbursements disaggregated by service line for the years ended December 31, 2025 and 2024:
|
|
(In thousands) |
|
|||||
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
||
Claims Management |
|
$ |
|
|
$ |
|
||
Medical Management |
|
|
|
|
|
|
||
Total Broadspire Revenues before Reimbursements |
|
$ |
|
|
$ |
|
||
The Company's Platform Solutions segment principally generates revenues through its Contractor Connection, Networks and Subrogation service lines.
The Contractor Connection service line generates revenue through its independently managed contractor network. Contractor Connection primarily generates revenue by receiving a fee for each project that is sold by its network of contractors. Revenue is recognized at a point in time once the consumer accepts the contractor's proposal as Contractor Connection’s performance obligation of referring projects to its contractors has been completed and the Company is entitled to consideration at that time. The contractor takes control of the service upon the consumer’s acceptance of the contractor’s proposal.
The Networks service line generates revenues for claims management services provided to insurance companies and self-insured entities related to property, casualty and catastrophic losses. Revenue is recognized over time as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document and report the claim and control of these services is transferred to the customer. Revenue is recognized based on the claim type for fixed fee claims, applied based on time elapsed for these claims. For claims billed on a time and expense incurred basis, which are considered variable consideration, the Company recognizes revenue at the amount for which it has the right to invoice for services performed. These methods of revenue recognition are the most accurate depiction of the transfer of the claims management services to the customer.
The Subrogation service line provides subrogation recovery and consultative services for the property and casualty insurance industry. Revenue is recognized at a point in time when the subrogation is successful and cash consideration is received.
The following table presents Platform Solutions revenues before reimbursements disaggregated by service line for the years ended December 31, 2025 and 2024:
|
|
(In thousands) |
|
|||||
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
||
Contractor Connection |
|
$ |
|
|
$ |
|
||
Networks |
|
|
|
|
|
|
||
Subrogation |
|
|
|
|
|
|
||
Total Platform Solutions Revenues before Reimbursements |
|
$ |
|
|
$ |
|
||
In the normal course of business, the Company's segments incur certain out-of-pocket expenses that are thereafter reimbursed by its customers. The Company controls the promised good or service before it is transferred to its customer, therefore it is a principal in the transaction. These out-of-pocket expenses and associated reimbursements are reported on a gross basis within expenses and revenues, respectively, in the Company's Consolidated Statements of Operations.
Claims Management Performance Obligations
For claims management services, the Company typically has one performance obligation; however, it also provides the customer with an option to acquire additional services. The Company sells multiple lines of claims processing and different levels of processing depending on the complexity of the claims. The Company typically provides a menu of offerings from which the customer chooses to purchase at its option. The price of each service is separate and distinct and provides a separate and distinct value to the customer. Pricing is consistent for each service irrespective of the other services or quantities requested by the customer. For example, if the Company provides claims processing for both auto and general liability, those services are priced and delivered independently. These additional services represent optional purchases of additional claims management services and do not represent arrangements with multiple performance obligations.
16
Performance-based fees
The Company, from time-to-time, entered into contracts with certain clients within its International Operations that provided for additional fee revenues or revenue reductions based on its efficiency in managing claim portfolios and on the basis of claim outcomes and the resulting average claim costs for the respective portfolios. These amounts were in addition to, or a reduction of, the fee revenues discussed above. These performance-based revenues, which represented variable consideration, were based on performance metrics set forth in the underlying contracts. These were generally under multi-year contracts but with discrete individual contract year measurement periods that remained subject to adjustment until claim closure. Each period, the Company based its estimates of performance-based revenues on an individual contract year basis, which were subject to adjustment in future years based on changes in average claim costs. Accordingly, the amounts represented the Company's best estimate of amounts earned using historical averages and other factors. Because the expectation of the ultimate contingent revenue amounts to be earned could vary from period to period, these estimates could change significantly from quarter to quarter, and such adjustments could occur in future periods until the individual contract year measurement period was closed. Variable consideration was recognized when the Company concluded, based on all the facts and information available at the reporting date, that it was probable that a significant revenue reversal would not occur in future periods. During 2023, the Company completed its obligations for performance-based revenues under these contracts.
Contract Balances
The timing of revenue recognition, billings and cash collections result in billed accounts receivables, unbilled accounts receivable reported as "Unbilled revenues, at estimated billable amounts," and "Deferred revenues" on the Company’s Consolidated Balance Sheets. Unbilled revenues is recorded for revenue that has been recognized in advance of billing the customer, resulting from professional services delivered that the Company expects and is entitled to receive as consideration under certain contracts. Billing requirements vary by contract but substantially all unbilled revenues are billed within
When the Company receives consideration from a customer prior to transferring services to the customer under the terms of certain claims management agreements, it records deferred revenues on its Consolidated Balance Sheets, which represents a contract liability. These fixed-fee service agreements typically result from the Broadspire segment and require the Company to handle claims on either a one- or
The table below presents the deferred revenues balance as of January 1, 2025 and the significant activity affecting deferred revenues during the year ended December 31, 2025:
(In Thousands) |
|
|
|
|
Deferred Revenue |
|
|
|
|
Balance at January 1, 2025 |
|
$ |
|
|
Annual additions |
|
|
|
|
Revenue recognized from prior periods |
|
|
( |
) |
Revenue recognized from current year additions |
|
|
( |
) |
Balance as of December 31, 2025 |
|
$ |
|
|
17
Remaining Performance Obligations
As of December 31, 2025, the Company had $
Costs to Obtain a Contract
The Company has a sales incentive compensation program where payment is based on the revenues recognized in the period. The payment does not represent an incremental cost to the Company that provides a future benefit expected to be longer than one year and would meet the criteria to be capitalized and presented as a contract asset on the Company's Consolidated Balance Sheets.
Practical Expedients Elected
As a practical expedient, the Company does not adjust the consideration in a contract for the effects of a significant financing component it expects, at contract inception, when the period between a customer’s payment of consideration and the transfer of promised services to the customer will be
The Company does not disclose the value of remaining performance obligations for (i) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed, or (ii) contracts with variable consideration allocated entirely to a single performance obligation.
3. Goodwill and Intangible Assets
Goodwill
The following table shows the changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024:
|
|
North America Loss Adjusting |
|
|
International Operations |
|
|
Broadspire |
|
|
Platform Solutions |
|
|
Total |
|
|||||
|
|
(In thousands) |
|
|||||||||||||||||
Balance at December 31, 2023: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Accumulated impairment losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
2024 Activity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency effects |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Balance at December 31, 2024: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Accumulated impairment losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
2025 Activity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign currency effects |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at December 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Accumulated impairment losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net goodwill |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
18
During 2025, the Company performed its annual goodwill impairment testing utilizing the income approach. The estimated fair value of each reporting unit tested exceeded its carrying value for all periods. The key assumptions used in estimating the fair value of its reporting units as of October 1, 2025 and 2024 include the discount rate and the terminal growth rate. The discount rates utilized in estimating the fair value of its reporting units as of October 1, 2025 and 2024 range between
Intangible Assets
The following is a summary of finite-lived intangible assets acquired through business acquisitions as of December 31, 2025 and 2024:
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Weighted- |
|||
|
|
(In thousands, except years) |
|
|
|
|||||||||
December 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|||
Technology-based |
|
|
|
|
|
( |
) |
|
|
|
|
|||
Trade name |
|
|
|
|
|
( |
) |
|
|
|
|
|||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|||
December 31, 2024: |
|
|
|
|
|
|
|
|
|
|
|
|||
Customer relationships |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|||
Technology-based |
|
|
|
|
|
( |
) |
|
|
|
|
|||
Trade name |
|
|
|
|
|
( |
) |
|
|
|
|
|||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|||
Amortization of finite-lived intangible assets was $
At December 31, 2025, annual estimated aggregate amortization expense for intangible assets subject to amortization for the next five years is as follows:
|
|
Annual |
|
|
Year Ending December 31, |
|
(In thousands) |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
19
The following is a summary of indefinite-lived intangible assets at December 31, 2025 and 2024:
|
|
Gross Carrying |
|
|
Accumulated |
|
|
Net Carrying |
|
|||
|
|
(In thousands) |
|
|||||||||
December 31, 2025: |
|
|
|
|
|
|
|
|
|
|||
Trade names |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
December 31, 2024: |
|
|
|
|
|
|
|
|
|
|||
Trade names |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
4. Short-Term and Long-Term Debt, Including Finance Leases
Long-term debt consisted of the following at December 31, 2025 and 2024:
December 31, |
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Credit Facility |
|
$ |
|
|
$ |
|
||
Finance lease and other obligations |
|
|
|
|
|
|
||
Total long-term debt and finance leases |
|
|
|
|
|
|
||
Less: portion of Credit Facility classified as short-term |
|
|
( |
) |
|
|
( |
) |
Less: current installments of finance leases and other obligations |
|
|
( |
) |
|
|
( |
) |
Total long-term debt and finance leases, less current installments |
|
$ |
|
|
$ |
|
||
The Credit Facility consists of a $
Borrowings under the Credit Facility bear interest, at the option of the applicable Borrower, based on the Base Rate (as defined below) or Term SOFR or an alternative reference rate, in each case plus an applicable interest margin based on the Company's leverage ratio (as defined below), provided that borrowings in foreign currencies will be at an alternative reference rate. The Credit Facility defines alternative reference rates for non-U.S. Dollar currencies as Alternative Currency Term Rates or Alternative Currency Daily Rates. The interest margin for Term SOFR or alternative reference rate loans ranges from
At December 31, 2025, a total of $
20
The obligations of the Borrowers under the Credit Facility are guaranteed by each existing material domestic subsidiary of the Company, certain other domestic subsidiaries of the Company and certain existing material foreign subsidiaries of the Company that are disregarded entities for U.S. income tax purposes (each such foreign subsidiary, a "Disregarded Foreign Subsidiary"), and such obligations are required to be guaranteed by each subsequently acquired or formed material domestic subsidiary and Disregarded Foreign Subsidiary (each, a "Guarantor"), and the obligations of the Borrowers other than the Company ("Foreign Borrowers") for which the Company is not the primary obligor are also guaranteed by the Company. In addition, (i) the Borrowers’ obligations under the Credit Facility are secured by a first priority lien (subject to liens permitted by the Credit Facility) on substantially all of the personal property of the Company and the Guarantors as set forth in the Security and Pledge Agreement and (ii) the obligations of the Foreign Borrowers are secured by a first priority lien on
The representations, covenants and events of default in the Credit Facility are customary for financing transactions of this nature, including required compliance with a maximum leverage ratio and a minimum interest coverage ratio (each as defined below).
Under the Credit Facility, the consolidated total leverage ratio, defined as the ratio of (i) consolidated total funded debt minus unrestricted cash (generally cash held by Loan Parties in the U.S., U.K., Canada and Australia) to (ii) consolidated EBITDA, must not be greater
At December 31, 2025, the Company was in compliance with the financial covenants under the Credit Facility. If the Company does not meet the covenant requirements in the future, it would be in default under the Credit Facility. Upon the occurrence of an event of default, the lenders may terminate the loan commitments, accelerate all loans and exercise any of their rights under the Credit Facility and ancillary loan documents.
Short-term borrowings under the Credit Facility totaled $
The Company's finance leases are primarily comprised of equipment leases with terms ranging from
Interest expense, including amortization of capitalized loan costs, on the Company's short-term and long-term borrowings was $
Principal repayments of long-term debt, including current portions, finance leases and other obligations, as of December 31, 2025 are expected to be as follows, assuming no prepayments or extensions beyond the stated maturity:
Year Ending December 31, |
|
Long-term Debt |
|
|
Finance Lease and Other Obligations |
|
|
Total |
|
|||
|
|
(In thousands) |
|
|||||||||
2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
2029 |
|
|
|
|
|
|
|
|
|
|||
2030 |
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|||
5. Lease Commitments
The Company determines if an arrangement is a lease at inception. The Company's and its subsidiaries' leases include office space, computer equipment, and automobiles under operating and finance leases. These lease agreements have remaining lease terms of
21
For leases with terms greater than 12 months, the Company records the related right-of-use asset and lease liability at the present value of the fixed lease payments over the term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability. The Company does not separate non-lease components from lease components and instead accounts for each as a single lease component for all classes of its assets. The Company applies a portfolio approach to effectively account for the right-of-use asset and lease liability for certain equipment leases.
When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company's leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement.
The Company's finance leases are not material as of the year ended December 31, 2025 and are excluded from the disclosures below.
(in thousands) |
|
Classification on Balance Sheet |
|
December 31, |
|
December 31, |
|
||
Assets: |
|
|
|
|
|
|
|
||
Operating lease |
|
Operating lease right-of-use assets, net |
|
$ |
|
$ |
|
||
Liabilities: |
|
|
|
|
|
|
|
||
Current operating lease liabilities |
|
Current operating lease liabilities |
|
|
|
|
|
||
Noncurrent operating lease liabilities |
|
Noncurrent operating lease liabilities |
|
|
|
|
|
||
Total operating lease liabilities |
|
|
|
$ |
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Weighted-Average Remaining Lease Term |
|
|
|
|
|
||||
Weighted-Average Discount Rate |
|
|
|
|
% |
|
% |
||
The components of operating lease costs within the Company's Consolidated Statements of Operations consisted of the following:
|
|
Year Ended |
|
||||
(in thousands) |
|
December 31, 2025 |
|
December 31, 2024 |
|
||
Operating lease cost |
|
$ |
|
$ |
|
||
Variable lease cost |
|
|
|
|
|
||
Sublease income |
|
|
( |
) |
|
( |
) |
Supplemental cash flow information related to operating leases were as follows:
|
|
Year Ended |
|
||||
(in thousands) |
|
December 31, 2025 |
|
December 31, 2024 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
||
Operating cash flows for operating leases |
|
$ |
|
$ |
|
||
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations |
|
$ |
|
$ |
|
||
Future undiscounted operating lease payments reconciled to total operating lease liabilities are as follows:
(in thousands) |
|
December 31, 2025 |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total undiscounted lease payments |
|
|
|
|
Less imputed interest |
|
|
( |
) |
Present value of future lease payments |
|
$ |
|
|
22
6. Income Taxes
In December 2023, the FASB issued updated accounting guidance on disclosure for income taxes which the Company adopted prospectively as of January 1, 2025. Refer to Note 1 "Significant Accounting and Reporting Policies" for additional information regarding this new guidance.
Income before income taxes consisted of the following:
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
U.S. |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Foreign |
|
|
|
|
|
|
|
|
|
|||
Income before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The provision for income taxes consisted of the following:
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
Current: |
|
|
|
|
|
|
|
|
|
|||
U.S. federal |
|
$ |
|
|
$ |
|
|
$ |
|
|||
U.S. state and local |
|
|
|
|
|
|
|
|
|
|||
Foreign |
|
|
|
|
|
|
|
|
|
|||
Deferred: |
|
|
|
|
|
|
|
|
|
|||
U.S. federal |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
U.S. state and local |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Foreign |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Provision for income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|||
A summary of net cash payments (refunds) for income taxes in 2025, is as follow:
Year Ended December 31, |
|
2025 |
|
|
(In thousands) |
U.S. federal |
|
$ |
U.S. state and local |
|
|
Foreign |
|
|
Australia |
|
|
Brazil |
|
|
Canada |
|
( |
Netherlands |
|
|
Norway |
|
|
Philippines |
|
|
Other |
|
|
Total |
|
$ |
Net cash payments for income taxes were $
23
The provision for income taxes is reconciled to the federal statutory income tax rate of
Year Ended December 31, |
|
2025 |
||
(In thousands, except percentages) |
|
|
|
|
U.S. federal statutory tax rate |
|
$ |
|
|
State and local income tax, net of federal income tax benefit(1) |
|
|
||
Effect of cross-border tax laws(2) |
|
|
|
|
Effect of branch taxes |
|
|
||
Global intangible low-taxed income ("GILTI") |
|
|
||
Other |
|
|
||
Tax Credits |
|
|
|
|
Foreign tax |
|
( |
|
( |
Research and development |
|
( |
|
( |
Other |
|
( |
|
( |
Changes in valuation allowances |
|
|
||
Nontaxable or nondeductible items |
|
|
|
|
Meals and entertainment |
|
|
||
Other |
|
|
||
Changes in unrecognized tax benefits |
|
( |
|
( |
Foreign tax effects |
|
|
|
|
Australia |
|
|
|
|
Changes in valuation allowances |
|
|
||
Statutory tax rate difference |
|
|
||
Gain (Loss) on sale of business |
|
( |
|
( |
Other |
|
( |
|
( |
Brazil |
|
|
|
|
Withholding tax |
|
|
||
Other |
|
|
||
Chile |
|
|
|
|
Withholding tax |
|
|
||
Other |
|
|
||
Germany |
|
|
||
Singapore |
|
|
|
|
Changes in valuation allowances |
|
|
||
Other |
|
|
||
United Arab Emirates |
|
|
|
|
Statutory tax rate difference |
|
( |
|
( |
Other |
|
( |
|
( |
United Kingdom |
|
|
|
|
Statutory tax rate difference |
|
|
||
Changes in valuation allowances |
|
( |
|
( |
Withholding tax |
|
|
||
Other |
|
|
||
Other foreign jurisdictions |
|
|
||
Provision for income taxes |
|
$ |
|
|
(1) State taxes in Texas, Florida, New York, and Illinois make up the majority (greater than 50%) of this category.
(2) Includes the impact of credits.
24
The provision for income taxes is reconciled to the federal statutory income tax rate of
Year Ended December 31, |
|
2024 |
|
2023 |
|
|
(In thousands) |
||
Federal income taxes at statutory rate |
|
$ |
|
$ |
State income taxes, net of federal benefit |
|
|
||
Foreign taxes |
|
|
||
Change in valuation allowance |
|
|
||
Research and development credits |
|
( |
|
( |
Foreign tax credits |
|
( |
|
( |
Nondeductible meals and entertainment |
|
|
||
Change in permanent reinvestment assertion |
|
( |
|
|
Disposals and liquidations of businesses |
|
|
( |
|
Foreign-derived intangible income deduction |
|
( |
|
( |
Tax rate changes |
|
|
( |
|
Other |
|
|
( |
|
Provision for income taxes |
|
$ |
|
$ |
The Company's consolidated effective income tax rate may change periodically due to changes in enacted statutory tax rates, changes in tax law or policy, changes in the composition of taxable income from the countries in which it operates, the Company's ability to utilize net operating loss and tax credit carryforwards, and changes in unrecognized tax benefits.
The Company’s effective income tax rate in 2025 was impacted by improved profitability in certain jurisdictions, net of global intangible low-taxed income expense and a one-time expense relating to administrative guidance issued by a foreign tax authority. The Company’s effective income tax rate in 2024 was impacted by performance in certain foreign jurisdictions and changes in valuation allowances. The Company’s effective income tax rate in 2023 was impacted by changes in domestic tax guidance and changes in valuation allowances.
The foreign tax administrative guidance issuance noted above also resulted in a one-time indirect tax expense of $
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was enacted into law in the United States. The OBBBA contains changes to key U.S. federal income tax laws. This change was immaterial to the Company's overall income tax provision.
The Company maintained its permanent reinvestment position on a portion of prior year undistributed earnings for certain foreign operations and accrued deferred taxes attributable to the earnings that were not permanently reinvested. Beyond these earnings the Company has not changed the reinvestment assertion on its undistributed earnings or other outside basis differences of its remaining foreign subsidiaries. Excluding the operations that are not permanently reinvested, no additional income or withholding taxes have been provided for indefinitely reinvested undistributed foreign earnings, other than those previously taxed nor have any taxes been provided for outside basis difference inherent in these entities as these amounts continue to be indefinitely reinvested in foreign operations. The Company has estimated that it has book over tax basis differences of approximately $
25
Deferred income taxes consisted of the following at December 31, 2025 and 2024:
|
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Accounts receivable allowance |
|
$ |
|
|
$ |
|
||
Accrued compensation |
|
|
|
|
|
|
||
Accrued pension liabilities |
|
|
|
|
|
|
||
Self-insured risks |
|
|
|
|
|
|
||
Deferred revenues |
|
|
|
|
|
|
||
Interest |
|
|
|
|
|
|
||
Tax credit carryforwards |
|
|
|
|
|
|
||
Loss carryforwards |
|
|
|
|
|
|
||
Lease liability |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Gross deferred income tax assets |
|
|
|
|
|
|
||
Unbilled revenues |
|
|
|
|
|
|
||
Repatriated earnings |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Lease right-of-use asset |
|
|
|
|
|
|
||
Gross deferred income tax liabilities |
|
|
|
|
|
|
||
Net deferred income tax assets before valuation allowances |
|
|
|
|
|
|
||
Valuation allowance |
|
|
( |
) |
|
|
( |
) |
Net deferred income tax assets |
|
$ |
|
|
$ |
|
||
Amounts recognized in the Consolidated Balance Sheets consist of: |
|
|
|
|
|
|
||
Long-term deferred income tax assets included in "Deferred income tax assets" |
|
|
|
|
|
|
||
Long-term deferred income tax liabilities included in "Other noncurrent liabilities" |
|
|
( |
) |
|
|
( |
) |
Net deferred income tax assets |
|
$ |
|
|
$ |
|
||
At December 31, 2025, the Company had deferred tax assets related to loss carryforwards of $
Changes in the Company's deferred tax valuation allowance are recorded as adjustments to the provision for income taxes. An analysis of the Company's deferred tax asset valuation allowances is as follows for the years ended December 31, 2025, 2024, and 2023.
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
Balance, beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other changes |
|
|
|
|
|
|
|
|
|
|||
Balance, end of year |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Changes to the valuation allowance for the year ended December 31, 2025 were primarily due to foreign jurisdictions net deferred tax assets in certain of the Company's international operations, as well as a change in realization for U.S. foreign tax credits. Changes to the valuation allowance for the year ended December 31, 2024 were primarily due to foreign jurisdictions net deferred tax assets in certain of the Company's international operations, as well as a change in realization for various U.S. state loss carryforwards. Changes to the valuation allowance for the year ended December 31, 2023 were primarily due to establishments for various foreign jurisdictions net deferred tax assets in certain of the Company’s international operations.
26
A reconciliation of the beginning and ending balance of unrecognized income tax benefits follows:
|
|
(In thousands) |
|
|
Balance at December 31, 2022 |
|
$ |
|
|
Additions for tax positions related to prior years |
|
|
|
|
Reductions for tax positions related to prior years |
|
|
( |
) |
Lapses of applicable statutes of limitation |
|
|
( |
) |
Balance at December 31, 2023 |
|
$ |
|
|
Currency Translation Adjustment |
|
|
|
|
Lapses of applicable statutes of limitation |
|
|
( |
) |
Balance at December 31, 2024 |
|
$ |
|
|
Settlements |
|
|
( |
) |
Reductions for tax positions related to prior years |
|
|
( |
) |
Balance at December 31, 2025 |
|
$ |
|
|
The Company accrues interest and, if applicable, penalties related to unrecognized tax benefits in income taxes. Total accrued interest expense at December 31, 2025, 2024, and 2023, was $
Included in the total unrecognized tax benefits at December 31, 2025, 2024, and 2023 were $
The Company conducts business in a number of countries and, as a result, files U.S. federal and various state and foreign jurisdiction income tax returns. In the normal course of business, the Company is subject to examination by various taxing jurisdictions throughout the world. With few exceptions, the Company is no longer subject to income tax examinations for years before 2015.
Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, including interest and penalties, have been provided for any adjustments that are expected to result from those years.
7. Retirement Plans
The Company and its subsidiaries sponsor various retirement plans. Substantially all employees in the U.S. and certain employees outside the U.S. are covered under the Company's defined contribution plans. Certain employees, retirees, and eligible dependents are also covered under the Company's defined benefit pension plans.
Employer contributions under the Company's defined contribution plans are determined annually based on employee contributions, a percentage of each covered employee's compensation, and years of service. The Company's cost for defined contribution plans totaled $
The Company sponsors a qualified defined benefit pension plan in the U.S. (the "U.S. Qualified Plan") and three defined benefit pension plans in the U.K. (the "U.K. Plans"). Effective December 31, 2002, the Company elected to freeze its U.S. Qualified Plan. Benefits payable under the Company's U.S. Qualified Plan are generally based on career compensation; however, no additional benefits have accrued on this plan since December 31, 2002. The Company's U.K. Plans were closed to new participants as of October 31, 1997, but existing participants may still accrue additional limited benefits based on salary amounts in effect at the time the relevant plan was closed. Benefits payable under the U.K. Plans are generally based on an employee's final salary at the time the plan was closed. Benefits paid under the U.K. Plans are also subject to adjustments for the effects of inflation. The actuarial present value of the projected benefit payments under the U.K. Plans are based on the employees' expected dates of separation by retirement.
The Company did
Certain other employees participating in Other International Plans have retirement benefits that are accounted for as defined benefit pension plans under GAAP.
27
External trusts are maintained to hold assets of the Company's U.S. Qualified Plan, U.K. Plans, and Other International Plans. The Company's funding policy is to make cash contributions in amounts at least sufficient to meet regulatory funding requirements and, in certain instances, to make contributions in excess thereof if such contributions would otherwise be in accordance with the Company's capital allocation plans. Assets of the plans are measured at fair value at the end of each reporting period, but the plan assets are not separately recorded on the Company's Consolidated Balance Sheets. Instead, the funded or unfunded status of the Company's U.S. Qualified Plan, U.K. Plans, and Other International Plans are recorded in "Accrued pension liabilities" or "Other noncurrent assets" on the Company's Consolidated Balance Sheets based on the projected benefit obligations less the fair values of the plans' assets.
The majority of the Company's defined benefit pension plans have projected benefit obligations in excess of the fair value of plan assets. For these plans, the projected benefit obligations and the fair value of plan assets were as follows as of December 31, 2025 and 2024:
December 31, |
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Projected benefit obligations |
|
$ |
|
|
$ |
|
||
Fair value of plans' assets |
|
|
|
|
|
|
||
Certain of the Company's U.K. Plans have fair values of plan assets that exceed the projected benefit obligations. For these plans, and certain Other International Plans, the projected benefit obligations and the fair value of plan assets were as follows as of December 31, 2025 and 2024:
December 31, |
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Projected benefit obligations |
|
$ |
|
|
$ |
|
||
Fair value of plans' assets |
|
|
|
|
|
|
||
In addition, the Company sponsors two frozen nonqualified, unfunded defined benefit pension plans for certain employees and retirees, which are based on career compensation. These plans were frozen effective December 31, 2002. The liabilities of these plans, which equal their projected benefit obligations, are included in "Other accrued liabilities" and "Other noncurrent liabilities" on the Company's Consolidated Balance Sheets based on the expected timing of funding these obligations, since they are funded as needed from Company assets.
28
A reconciliation of the beginning and ending balances of the projected benefit obligations and the fair value of plans' assets for the Company's defined benefit pension plans as of the plans' most recent measurement dates is as follows:
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Projected Benefit Obligations: |
|
|
|
|
|
|
||
Beginning of measurement period |
|
$ |
|
|
$ |
|
||
Service cost |
|
|
|
|
|
|
||
Interest cost |
|
|
|
|
|
|
||
Employee contributions |
|
|
|
|
|
|
||
Actuarial loss (gain) |
|
|
|
|
|
( |
) |
|
Plan settlements |
|
|
|
|
|
( |
) |
|
Plan curtailments |
|
|
|
|
|
|
||
Benefits paid |
|
|
( |
) |
|
|
( |
) |
Foreign currency effects |
|
|
|
|
|
|
||
End of measurement period |
|
|
|
|
|
|
||
Fair Value of Plans' Assets: |
|
|
|
|
|
|
||
Beginning of measurement period |
|
|
|
|
|
|
||
Actual return on plans' assets |
|
|
|
|
|
|
||
Employer contributions |
|
|
|
|
|
|
||
Employee contributions |
|
|
|
|
|
|
||
Plan settlements |
|
|
|
|
|
( |
) |
|
Benefits paid |
|
|
( |
) |
|
|
( |
) |
Foreign currency effects |
|
|
|
|
|
|
||
End of measurement period |
|
|
|
|
|
|
||
Unfunded Status |
|
$ |
( |
) |
|
$ |
( |
) |
Due to the frozen status of the U.S. Qualified Plan and the closed status of the U.K. Plans, the accumulated benefit obligations and the projected benefit obligations are not materially different.
The funded status of the Company's defined benefit pension plans recognized in the Consolidated Balance Sheets at December 31 consisted of:
December 31, |
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
U.S. Qualified Plan |
|
$ |
|
|
$ |
|
||
Other international plans |
|
|
|
|
|
|
||
Subtotal, included in "Accrued pension liabilities" |
|
|
|
|
|
|
||
U.K. prepaid pension asset included in "Other noncurrent assets" |
|
|
( |
) |
|
|
( |
) |
Other international plans |
|
|
|
|
|
( |
) |
|
Subtotal, included in "Other noncurrent assets" |
|
|
( |
) |
|
|
( |
) |
Unfunded status of nonqualified defined benefit deferred pension plans included in "Other accrued liabilities" |
|
|
|
|
|
|
||
Unfunded status of nonqualified defined benefit pension plans included in "Other noncurrent liabilities" |
|
|
|
|
|
|
||
Total underfunded status |
|
$ |
|
|
$ |
|
||
Accumulated other comprehensive loss, before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
A fixed number of U.S. employees, retirees, and eligible dependents were previously covered under a frozen post-retirement medical benefits plan and are now provided Company-subsidized premiums for participation in health care exchanges. The liabilities for this plan are included in the Company's self-insured risks liabilities and are not material. This plan was frozen effective December 31, 2002.
29
The following tables set forth the changes in accumulated other comprehensive loss during 2025 and 2024 for the Company's defined benefit retirement plans on a combined basis:
|
|
Defined Benefit |
|
|
|
|
(In thousands) |
|
|
Net unrecognized actuarial loss, December 31, 2023 |
|
$ |
( |
) |
Amortization of net loss |
|
|
|
|
Net loss arising during the year |
|
|
( |
) |
Currency translation |
|
|
( |
) |
Net unrecognized actuarial loss, December 31, 2024 |
|
|
( |
) |
Amortization of net loss |
|
|
|
|
Net gain arising during the year |
|
|
|
|
Currency translation |
|
|
( |
) |
Net unrecognized actuarial loss, December 31, 2025 |
|
$ |
( |
) |
Unrecognized losses reflect changes in the discount rates and differences between expected and actual asset returns, which are being amortized over future periods. These unrecognized losses may be recovered in future periods through actuarial gains. However, unless the minimum amount required to be amortized is below a corridor amount equal to
Pension expense is affected by the accounting policy used to determine the value of plan assets at the measurement date. The Company applies the expected return on plan assets using fair market value as of the annual measurement date. The fair market value method results in greater volatility to pension expense than the calculated value method. The amounts recognized in the Consolidated Balance Sheets reflect the fair value of the Company's long-term pension liabilities at the plan measurement date and the fair value of plan assets as of the balance sheet date.
Net periodic benefit cost related to all of the Company's defined benefit pension plans recognized in the Company's Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 included the following components:
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Interest cost |
|
|
|
|
|
|
|
|
|
|||
Expected return on assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization of actuarial loss |
|
|
|
|
|
|
|
|
|
|||
Curtailment loss recognized |
|
|
|
|
|
|
|
|
|
|||
Net periodic benefit cost |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Benefit cost for the U.S. Qualified Plan does not include service cost since the plan is frozen. For the years ended December 31, 2025, 2024 and 2023, the non-service components of net periodic pension cost of $
Over the next ten years, the following benefit payments are expected to be required to be made from the Company's U.S. and U.K. defined benefit pension plans:
Year Ending December 31, |
|
Expected Benefit |
|
|
|
|
(In thousands) |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031-2035 |
|
|
|
|
30
The Company reviews its employee demographic assumptions annually and updates the assumptions as necessary. The Company updates the mortality assumptions for the U.S. plans to incorporate the current mortality tables issued by the Society of Actuaries, adjusted to reflect the Company's specific experience and future expectations. No changes were made to the mortality tables for the years ended December 31, 2023, 2024, and 2025.
U.S. Qualified Plan: |
|
2025 |
|
|
2024 |
|
||
Discount rate used to compute benefit obligations |
|
|
% |
|
|
% |
||
Discount rate used to compute periodic benefit cost |
|
|
% |
|
|
% |
||
Expected long-term rates of return on plans' assets |
|
|
% |
|
|
% |
||
U.K. Defined Benefit Plans: |
|
2025 |
|
|
2024 |
|
||
Discount rate used to compute benefit obligations |
|
|
% |
|
|
% |
||
Discount rate used to compute periodic benefit cost |
|
|
% |
|
|
% |
||
Expected long-term rates of return on plans' assets |
|
|
% |
|
|
% |
||
The discount rate assumptions reflect the rates at which the Company believes the benefit obligations could be effectively settled. The discount rates were determined based on the yield for a portfolio of investment grade corporate bonds with maturity dates matched to the estimated future payments of the plans' benefit obligations.
The Company estimates the service and interest components of net periodic benefit cost for its U.S. and international pension and other postretirement benefits. This estimation approach discounts the individual expected cash flows underlying the service cost and interest cost using the applicable spot rates derived from the yield curve used to discount the cash flows used to measure the benefit obligation. For the pension plans, the weighted average spot rates used to determine 2026 interest costs are estimated to be
The expected long-term rates of return on plan assets were based on the plans' asset mix, historical returns on equity securities and fixed income investments, and an assessment of expected future returns. The expected long-term rates of return on plan assets assumption used to determine 2026 net periodic pension cost are estimated to be
Plans' Assets
Asset allocations at the respective measurement dates, by asset category, for the Company's U.S. and U.K. qualified defined benefit pension plans were as follows:
|
|
U.S. Qualified Plan |
|
|
U.K. Plans |
|
||||||||||
December 31, |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Equity securities |
|
|
% |
|
|
% |
|
|
|
|
|
|
||||
Fixed income securities |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Alternative strategies |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Cash, cash equivalents and short-term investment funds |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Total asset allocation |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Investment objectives for the Company's U.S. and U.K. pension plan assets are to ensure availability of funds for payment of plan benefits as they become due; provide for a reasonable amount of long-term growth of capital, without undue exposure to volatility; protect the assets from erosion of purchasing power; and provide investment results that meet or exceed the actuarially assumed long-term rate of return of each plan.
Alternative strategies include funds that invest in derivative instruments such as futures, forward contracts, options and swaps, hedge funds, and funds that invest in real estate. These investments are used to help manage risks.
The long-term goal for the U.S. and U.K. plans is to reach fully-funded status and to maintain that status. The investment policies recognize that the plans' asset return requirements and risk tolerances will change over time. Accordingly, reallocation of the portfolios' mix of return-seeking assets and liability-hedging assets will be performed as the plans' funded status improves.
31
See Note 11, "Fair Value Measurements" for the fair value disclosures of the U.S. and U.K. qualified defined benefit pension plan assets. The assets of the Company's Other International Plans are primarily insurance contracts, which are measured at contract value and are not measured at fair value. Obligations of the U.S. nonqualified plans are paid from Company assets.
8. Common Stock and Earnings per Share
Shares of the Company's
Effective November 4, 2021, the Company’s Board of Directors authorized the repurchase of up to
During 2025, the Company repurchased
Net Income Attributable to Shareholders of Crawford & Company per Common Share
The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows:
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
CRD-A |
|
|
CRD-B |
|
|
CRD-A |
|
|
CRD-B |
|
|
CRD-A |
|
|
CRD-B |
|
||||||
|
|
(In thousands, except earnings (loss) per share) |
|
|||||||||||||||||||||
Earnings per share - basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allocation of undistributed earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income available to common shareholders, basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding, basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Earnings per share - basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
32
The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows:
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||||||||||||||
|
|
CRD-A |
|
|
CRD-B |
|
|
CRD-A |
|
|
CRD-B |
|
|
CRD-A |
|
|
CRD-B |
|
||||||
|
|
(In thousands, except earnings (loss) per share) |
|
|||||||||||||||||||||
Earnings per share - diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allocation of undistributed earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Dividends paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income available to common shareholders, diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding, basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average effect of dilutive securities(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average number of shares outstanding, diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Earnings per share - diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Listed below are the shares excluded from the denominator in the above computation of diluted earnings per share for CRD-A because their inclusion would have been anti-dilutive:
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
Shares underlying stock options excluded due to the options' respective exercise prices being greater than the average stock price during the period |
|
|
|
|
|
|
|
|
|
|||
Performance stock grants excluded because performance conditions had not been met(1) |
|
|
|
|
|
|
|
|
|
|||
33
9. Accumulated Other Comprehensive Loss
Comprehensive income (loss) for the Company consists of the total of net income, foreign currency translation adjustments, and accrued pension and retiree medical liability adjustments. Foreign currency translation adjustments include net unrealized (loss) gain from intra-entity loans that are long-term in nature of $
|
|
Foreign currency |
|
|
Retirement |
|
|
AOCL |
|
|||
|
|
(In thousands) |
|
|||||||||
Balance at December 31, 2023 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive loss before reclassifications |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Unrealized net losses arising during the year |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Amounts reclassified from accumulated other comprehensive income to net income (1) |
|
|
|
|
|
|
|
|
|
|||
Net current period other comprehensive (loss) income |
|
|
( |
) |
|
|
|
|
|
|
||
Balance at December 31, 2024 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive income before reclassifications |
|
|
|
|
|
|
|
|
|
|||
Unrealized net losses arising during the year |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Amounts reclassified from accumulated other comprehensive income to net income (1) |
|
|
|
|
|
|
|
|
|
|||
Net current period other comprehensive income |
|
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2025 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive loss amounts attributable to noncontrolling interests shown in the Company's Consolidated Statements of Shareholders' Investment are foreign currency translation adjustments.
10. Stock-Based Compensation
The Company has various stock-based incentive compensation plans for its employees and members of its Board of Directors. Only shares of CRD-A can be issued under these plans. The fair value of an equity award is estimated on the grant date without regard to service or performance conditions. The fair value is recognized as compensation expense over the requisite service period for all awards that vest. When recognizing compensation expense, estimates are made for the number of awards that are expected to vest, and subsequent adjustments are made to reflect both changes in the number of shares expected to vest and actual vesting. Compensation expense recognized at the end of any year equals at least the portion of the grant-date value of an award that has vested at that date.
The pretax compensation expense recognized for all stock-based compensation plans was $
The total income tax benefit recognized in the Consolidated Statements of Operations for stock-based compensation arrangements was approximately $
34
Stock Options
The Company has granted nonqualified and incentive stock options to key employees and directors. All stock options are for shares of CRD-A. Option awards are granted with an exercise price equal to the fair market value of the Company's stock on the date of grant. The Company's stock option plans have been approved by shareholders, and the Company's Board of Directors is authorized to make specific grants of stock options under active plans. Employee stock options typically are subject to graded vesting over
A summary of option activity as of December 31, 2025, 2024 and 2023, and changes during each year, is presented below:
|
|
Shares |
|
|
Weighted- |
|
|
Weighted- |
|
Aggregate |
|
|||
|
|
(In thousands) |
|
|
|
|
|
|
|
(In thousands) |
|
|||
Outstanding at December 31, 2022 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Outstanding at December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Outstanding at December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|||
Forfeited or expired |
|
|
|
|
|
|
|
|
|
|
|
|||
Outstanding at December 31, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
Vested and Exercisable at December 31, 2025 |
|
|
|
|
$ |
|
|
|
$ |
|
||||
There were
At December 31, 2025, there was
Performance-Based Stock Grants
Performance share grants are from time to time made to certain key employees of the Company. Such grants entitle employees to earn shares of CRD-A upon the achievement of certain individual and/or corporate objectives. Grants of performance shares are made at the discretion of the Company's Board of Directors, or the Board's Compensation and Human Capital Committee, and are subject to graded or cliff vesting over
35
A summary of the status of the Company's nonvested performance shares as of December 31, 2025, 2024 and 2023, and changes during each year, is presented below:
|
|
Shares |
|
|
Weighted-Average |
|
||
Nonvested at December 31, 2022 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited or unearned |
|
|
( |
) |
|
|
|
|
Nonvested at December 31, 2023 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited or unearned |
|
|
( |
) |
|
|
|
|
Nonvested at December 31, 2024 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited or unearned |
|
|
( |
) |
|
|
|
|
Nonvested at December 31, 2025 |
|
|
|
|
$ |
|
||
The total fair value of the performance shares that vested in 2025, 2024, and 2023 was $
Compensation expense recognized for all performance shares totaled $
Restricted Shares
The Company's Board of Directors may elect to issue restricted shares of CRD-A in lieu of, or in addition to, cash payments to certain key employees or directors. Employees or directors receiving these shares are subject to restrictions on their ability to transfer the shares. Such restrictions generally lapse ratably over vesting periods ranging from several months to
A summary of the status of the Company's restricted shares of CRD-A as of December 31, 2025, 2024 and 2023 and changes during each year, is presented below:
|
|
Shares |
|
|
Weighted-Average |
|
||
Nonvested at December 31, 2022 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited or unearned |
|
|
|
|
|
|
||
Nonvested at December 31, 2023 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited or unearned |
|
|
( |
) |
|
|
|
|
Nonvested at December 31, 2024 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited or unearned |
|
|
( |
) |
|
|
|
|
Nonvested at December 31, 2025 |
|
|
|
|
$ |
|
||
36
Compensation expense recognized for all restricted shares for the years ended December 31, 2025, 2024, and 2023 was $
Employee Stock Purchase Plans
The Company has
For all plans, the requisite service period is the period of time over which the employees contribute to the plans through payroll withholdings. For purposes of recognizing compensation expense, estimates are made for the total withholdings expected over the entire withholding period. The market price of a share of stock at the beginning of the withholding period is then used to estimate the total number of shares that will be purchased using the total estimated withholdings. Compensation cost is recognized ratably over the withholding period.
Under the U.S. Plan, the Company is authorized to issue up to
During the years ended December 31, 2025, 2024 and 2023, a total of
Under the U.K. Plan, the Company is authorized to issue up to
At December 31, 2025, an estimated
Under the International Plan, up to
37
11. Fair Value Measurements
GAAP defines fair value as the price that would be received to sell an asset or to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1— Observable inputs that reflect quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1. The Company values assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
Recurring Fair Value Measurements
The following table presents the Company's financial assets and liabilities that are measured at fair value on a recurring basis, excluding assets related to the Company's defined benefit pension plans, categorized using the fair value hierarchy:
December 31, |
|
2025 |
|
|||||||||||||
|
|
Quoted |
|
|
Significant |
|
|
Significant |
|
|
Total |
|
||||
|
|
(In thousands) |
|
|||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent earnout liability (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
December 31, |
|
2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
(In thousands) |
|
|||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent earnout liability (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1) The fair values of the money market funds were based on recently quoted market prices and reported transactions in an active marketplace. Money market funds are included on the Company's Consolidated Balance Sheets in "Cash and cash equivalents."
38
The following table summarizes the change in the fair value of the Company's contingent earnout liability balance:
December 31, |
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Acquisition-related contingent consideration, beginning of the year |
|
$ |
|
|
$ |
|
||
Change in fair value of contingent consideration, including foreign exchange impacts |
|
|
|
|
|
( |
) |
|
Settlement of contingent consideration |
|
|
( |
) |
|
|
( |
) |
Acquisition-related contingent consideration, end of the year |
|
$ |
|
|
$ |
|
||
As of December 31, 2025, an earnout liability of $
Fair Value Disclosures
The categorization of assets and liabilities within the fair value hierarchy and the measurement techniques are reviewed quarterly. Any transfers between levels are deemed to have occurred at the end of the quarter.
The fair values of accounts receivable, unbilled revenues, accounts payable and short-term borrowings approximate their respective carrying values due to the short-term maturities of the instruments. The interest rate on the Company's variable rate long-term debt resets at least every
Fair Value Measurements for Defined Benefit Pension Plan Assets
The fair value hierarchy is also applied to certain other assets that indirectly impact the Company's consolidated financial statements. Assets contributed by the Company to its defined benefit pension plans become the property of the individual plans. Even though the Company no longer has control over these assets, it is indirectly impacted by subsequent fair value adjustments to these assets. The actual return on these assets impacts the Company's future net periodic benefit cost, as well as amounts recognized in its Consolidated Balance Sheets. The Company uses the fair value hierarchy to measure the fair value of assets held by its U.S. and U.K. defined benefit pension plans.
The following table summarizes the level within the fair value hierarchy used to determine the fair value of the Company's pension plan assets for its U.S. Qualified Plan at December 31, 2025 and 2024:
December 31, |
|
2025 |
|
|
2024 |
|
||||||||||||||||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
|
|
(In thousands) |
|
|||||||||||||||||||||||||||||
Asset Category: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Short-term investment funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common Collective Equity funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common Collective Fixed Income Funds and Fixed Income Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Alternative strategy funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Plan Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
||||||||
Other plan liabilities, net (a) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Net Plan Assets |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||||||
(a)
39
The following table summarizes the level within the fair value hierarchy used to determine the fair value of the Company's pension plan assets for its U.K. plans at December 31, 2025 and 2024:
December 31, |
|
2025 |
|
|
2024 |
|
||||||||||||||||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
|
|
(In thousands) |
|
|||||||||||||||||||||||||||||
Asset Category: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Common Collective Fixed Income Funds and Fixed Income Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term investment funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Government securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Alternative strategy funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Short-term investment funds consist primarily of funds with a maturity of 60 days or less and are valued at amortized cost which approximates fair value.
Equity securities consist primarily of common collective funds (Level 2). Common collective funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
Fixed income securities consist of money market funds, government securities, corporate bonds and debt securities, mortgage-backed securities and other common collective funds. Government securities are valued by third-party pricing sources and are valued daily in an active market (Level 1). Corporate bonds are valued using either the yields currently available on comparable securities of issuers with similar credit ratings or using a discounted cash flows approach that utilizes observable inputs, such as current yields of similar instruments, and includes adjustments for valuation adjustments from internal pricing models which use observable inputs such as issuer details, interest rates, yield curves, default rates and quoted prices for similar assets (Level 2). Mortgage-backed securities are valued by pricing service providers that use broker-dealer quotations or valuation estimates from their internal pricing models (Level 2). Other common collective funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date (Level 2).
Alternative strategy funds are valued by third-party pricing sources and are valued daily using quoted prices in active markets (Level 1) or are valued using observable inputs, including net asset value information and other market-corroborated data, to estimate fair value as of the measurement date (Level 2). Alternative strategy funds may include derivative instruments such as futures, forward contracts, options and swaps and are used to help manage risks. Derivative instruments are generally valued by the investment managers or in certain instances by third party pricing sources (Level 2) or may, due to the inherent uncertainty of valuation for those investments, differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material (Level 3).
Real estate funds are primarily property unit trusts whose values are primarily reported by the fund manager and are based on valuation of the underlying investments which include inputs such as cost, discounted cash flows, independent appraisals and market-based comparable data (Level 3). The fair values may, due to the inherent uncertainty of valuation for those investments, differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.
40
Changes in fair value related to assets still held at the reporting date are included in "Accumulated Other Comprehensive Loss" on the Consolidated Balance Sheet.
|
|
U.S |
|
|
U.K. |
|
||
|
|
(in thousands) |
|
|||||
Balance at December 31, 2023 |
|
$ |
|
|
$ |
|
||
Actual return on plan assets: |
|
|
|
|
|
|
||
Related to assets still held at the reporting date |
|
|
( |
) |
|
|
|
|
Related to assets sold during the period |
|
|
( |
) |
|
|
|
|
Purchases, sales and settlements, net |
|
|
|
|
|
( |
) |
|
Transfers into Level 3 |
|
|
|
|
|
|
||
Balance at December 31, 2024 |
|
|
|
|
|
|
||
Actual return on plan assets: |
|
|
|
|
|
|
||
Related to assets still held at the reporting date |
|
|
|
|
|
|
||
Related to assets sold during the period |
|
|
|
|
|
( |
) |
|
Purchases, sales and settlements, net |
|
|
|
|
|
( |
) |
|
Transfers out of Level 3 |
|
|
( |
) |
|
|
|
|
Balance at December 31, 2025 |
|
$ |
|
|
$ |
|
||
12. Segment and Geographic Information
The Company has four reportable segments consisting of North America Loss Adjusting, International Operations, Broadspire, and Platform Solutions. The Company's reportable segments are comprised of the following:
The Platform Solutions reportable segment represents the aggregation of certain service line operating segments. Intersegment sales are recorded at cost and are not material.
Effective January 1, 2024, the Company combined the operating segments within North America Loss Adjusting and International Operations, and accordingly, there are no operating segments within these reportable segments to aggregate.
The Company's
41
Segment operating earnings includes allocations of certain corporate and shared costs. If the Company changes its allocation methods or changes the types of costs that are allocated to its four reportable segments, prior period amounts presented in the current period financial statements are adjusted to conform to the current allocation process.
In the normal course of its business, the Company sometimes pays for certain out-of-pocket expenses that are thereafter reimbursed by its clients. Under GAAP, these out-of-pocket expenses and associated reimbursements are required to be included when reporting expenses and revenues, respectively, in the Company's consolidated results of operations. However, in evaluating segment results, Company management excludes these reimbursements and related expenses from segment results, as they offset each other.
42
Financial information as of and for the years ended December 31, 2025, 2024, and 2023 related to the Company's reportable segments is presented below:
|
|
Year Ended December 31, 2025 |
|
|||||||||||||
|
|
North America |
|
International |
|
Broadspire |
|
Platform |
|
Total |
|
|||||
|
|
(In thousands) |
|
|||||||||||||
Revenues before reimbursements |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|||||
Benefits and payroll taxes |
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-employee labor |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Compensation |
|
|
|
|
|
|
|
|
|
|
|
|||||
Office rent and occupancy |
|
|
|
|
|
|
|
|
|
|
|
|||||
Other office operating expense (1) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of risk |
|
|
|
|
|
|
|
|
|
|
|
|||||
Other, net (2) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Other Operating Expense |
|
|
|
|
|
|
|
|
|
|
|
|||||
Allocated corporate, shared services, and administrative costs (3) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Segment Expenses |
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment Operating Earnings |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Reconciliation of segment operating earnings: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Unallocated corporate administrative costs (4) |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net corporate interest expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Non-service pension costs |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Stock option expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Amortization of acquisition-related intangible assets |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Contingent earnout adjustments |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Restructuring and other costs, net |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|||||
Income taxes |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Income Attributable to Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net Income Attributable to Shareholders of Crawford & Company |
|
|
|
|
|
|
|
|
|
$ |
|
|||||
43
|
|
Year Ended December 31, 2024 |
|
|||||||||||||
|
|
North America |
|
International |
|
Broadspire |
|
Platform |
|
Total |
|
|||||
|
|
(In thousands) |
|
|||||||||||||
Revenues before reimbursements |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|||||
Benefits and payroll taxes |
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-employee labor |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Compensation |
|
|
|
|
|
|
|
|
|
|
|
|||||
Office rent and occupancy |
|
|
|
|
|
|
|
|
|
|
|
|||||
Other office operating expense (1) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of risk |
|
|
|
|
|
|
|
|
|
|
|
|||||
Other, net (2) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Other Operating Expense |
|
|
|
|
|
|
|
|
|
|
|
|||||
Allocated corporate, shared services, and administrative costs (3) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Segment Expenses |
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment Operating Earnings |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Reconciliation of segment operating earnings: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Unallocated corporate administrative costs (4) |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net corporate interest expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Non-service pension costs |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Stock option expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Amortization of acquisition-related intangible assets |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Contingent earnout adjustments |
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|||||
Income taxes |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Loss Attributable to Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Income Attributable to Shareholders of Crawford & Company |
|
|
|
|
|
|
|
|
|
$ |
|
|||||
44
|
|
Year Ended December 31, 2023 |
|
|||||||||||||
|
|
North America |
|
International |
|
Broadspire |
|
Platform |
|
Total |
|
|||||
|
|
(In thousands) |
|
|||||||||||||
Revenues before reimbursements |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Compensation |
|
|
|
|
|
|
|
|
|
|
|
|||||
Benefits and payroll taxes |
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-employee labor |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Compensation |
|
|
|
|
|
|
|
|
|
|
|
|||||
Office rent and occupancy |
|
|
|
|
|
|
|
|
|
|
|
|||||
Other office operating expense (1) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of risk |
|
|
|
|
|
|
|
|
|
|
|
|||||
Other, net (2) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Other Operating Expense |
|
|
|
|
|
|
|
|
|
|
|
|||||
Allocated corporate, shared services, and administrative costs (3) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Segment Expenses |
|
|
|
|
|
|
|
|
|
|
|
|||||
Segment Operating Earnings |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||
Reconciliation of segment operating earnings: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Unallocated corporate administrative costs (4) |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net corporate interest expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Non-service pension costs |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Stock option expense |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Amortization of acquisition-related intangible assets |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Contingent earnout adjustments |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|||||
Income taxes |
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Loss Attributable to Noncontrolling Interests |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Income Attributable to Shareholders of Crawford & Company |
|
|
|
|
|
|
|
|
|
$ |
|
|||||
(1)
(2)
(3)
(4)
Segment assets consist of accounts receivable, less allowance for expected credit losses, unbilled revenues at estimated billable amounts, goodwill and intangible assets arising from business acquisitions, net. Assets for the years ended December 31, 2025 and 2024 were as follows:
|
|
North America Loss Adjusting |
|
|
International Operations |
|
|
Broadspire |
|
|
Platform |
|
|
Total |
|
|||||
|
|
(In thousands) |
|
|||||||||||||||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
45
Revenues by geographic region and major service line for the North America Loss Adjusting, International Operations, Broadspire and Platform Solutions segments are shown in Note 2, "Revenue Recognition."
Capital expenditures for the years ended December 31, 2025, 2024, and 2023 are shown in the following table:
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
North America Loss Adjusting |
|
$ |
|
|
$ |
|
|
$ |
|
|||
International Operations |
|
|
|
|
|
|
|
|
|
|||
Broadspire |
|
|
|
|
|
|
|
|
|
|||
Platform Solutions |
|
|
|
|
|
|
|
|
|
|||
Corporate |
|
|
|
|
|
|
|
|
|
|||
Total capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The total of the Company's reportable segments' revenues before reimbursements reconciled to total consolidated revenues for the years ended December 31, 2025, 2024, and 2023 was as follows:
Year Ended December 31, |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
|
|
(In thousands) |
|
|||||||||
Segments' revenues before reimbursements |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Reimbursements |
|
|
|
|
|
|
|
|
|
|||
Total consolidated revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The Company's reportable segments' total assets reconciled to consolidated total assets of the Company at 2025 and 2024 are presented in the following table:
December 31, |
|
2025 |
|
|
2024 |
|
||
|
|
(In thousands) |
|
|||||
Assets of reportable segments |
|
$ |
|
|
$ |
|
||
Corporate assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
Income taxes receivable |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Net property and equipment |
|
|
|
|
|
|
||
Operating lease right-of-use asset, net |
|
|
|
|
|
|
||
Capitalized software costs, net |
|
|
|
|
|
|
||
Deferred income tax assets |
|
|
|
|
|
|
||
Other noncurrent assets |
|
|
|
|
|
|
||
Total corporate assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Revenues and long-lived assets for the U.S., U.K. and Canada are set out below as these countries are material for geographical area disclosure. For the purposes of these geographic area disclosures, long-lived assets consist of the net property and equipment, capitalized software costs, net and operating lease right-of-use, net line items on the Company's Consolidated Balance Sheets and excludes intangible assets and goodwill.
|
|
U.S. |
|
|
U.K. |
|
|
Canada |
|
|
All Other |
|
|
Total |
|
|||||
|
|
(In thousands) |
|
|||||||||||||||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues before reimbursements |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues before reimbursements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-lived assets |
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46
13. Restructuring and Other Costs, Net
During the fourth quarter of 2025, the Company executed a restructuring plan to improve its operational efficiencies to further support its corporate strategy. The Company incurs costs associated with restructuring initiatives intended to improve operating performance, profitability, and efficiency of business processes. The Company incurred pre-tax restructuring costs of $
Restructuring costs include asset impairments, lease termination costs, severance and termination costs, and loss on sale or disposal of a business. Asset impairments, including costs incurred for obsolete software, are related to decisions to close certain operations. Lease termination costs are related to the exit of certain leased facilities. Severance and termination costs relate to efforts to consolidate and streamline various functions of our workforce, both in operations and administrative functions.
The Company records restructuring charges when they are probable and estimable. Restructuring costs are accrued when the Company announces a restructuring event or communicates the employee termination, and the amounts can be reasonably estimated. Restructuring expenses are included in “Restructuring costs” in the Consolidated Statements of Operations. Restructuring costs are not charged to our segments.
The Company’s restructuring and other costs, net are comprised of the following:
Year ended December 31 |
|
2025 |
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|
|
|
(In thousands) |
|
|
Asset impairments |
|
$ |
|
|
Lease termination costs |
|
|
|
|
Severance and termination costs |
|
|
|
|
Loss on sale of business |
|
|
|
|
Total restructuring and other costs, net |
|
$ |
|
|
The following table summarizes the remaining costs in the Company’s accrued restructuring balances as of December 31, 2025. Severance and termination costs are included in “Accrued compensation and related costs” and l
Restructuring Charges |
|
Accrued compensation and related costs |
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Operating lease liability |
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Other accrued liabilities |
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Total |
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||||
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(In thousands) |
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|||||||||||||
Balance at December 31, 2024 |
|
$ |
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$ |
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$ |
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$ |
|
||||
Additions |
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||||
Adjustments to accruals |
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Cash payments |
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|
||||
Balance at December 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
14. Client Funds
The Company maintains funds in custodial accounts at financial institutions to administer claims for certain clients. These funds are not available for the Company's general operating activities and, as such, have not been recorded in the accompanying Consolidated Balance Sheets. The amount of these funds totaled $
15. Commitments and Contingencies
As part of the Company's Credit Facility, the Company maintains a letter of credit facility to satisfy certain of its own contractual requirements. At December 31, 2025, the aggregate committed amount of letters of credit outstanding under the facility was $
From time to time, the Company enters into certain agreements for the purchase or sale of assets or businesses that contain provisions that may require the Company to make additional payments in the future depending upon the achievement of specified operating results of the acquired company, or provide the Company with an option or similar right to purchase additional assets.
47
In the normal course of its business, the Company is sometimes named as a defendant or responsible party in suits or other actions by insureds or claimants contesting decisions made by the Company or its clients with respect to the settlement of claims. Additionally, certain clients of the Company have in the past brought, and may, in the future bring, claims for indemnification on the basis of alleged actions by the Company, its agents, or its employees in rendering services to clients. The majority of these claims are of the type covered by insurance maintained by the Company. However, the Company is responsible for the deductibles and self-insured retentions under various insurance coverages. In the opinion of Company management, adequate provisions have been made for such known and probable risks. No assurances can be provided, however, that the result of any such action, claim or proceeding, now known or occurring in the future, will not result in a material adverse effect on our business, financial condition or results of operations.
The Company is subject to numerous federal, state, and foreign labor, employment, worker health and safety, antitrust and competition, environmental and consumer protection, import/export, anti-corruption, and other laws. From time to time the Company faces claims and investigations by employees, former employees, and governmental entities under such laws or employment contracts with such employees or former employees. Such claims, investigations, and any litigation involving the Company could divert management's time and attention from the Company's business operations and could potentially result in substantial costs of defense, settlement or other disposition, which could have a material adverse effect on the Company's results of operations, financial position, and cash flows. In the opinion of Company management, adequate provisions have been made for any items that are probable and reasonably estimable.
16. Subsequent Events
Segment Realignment
In connection with the realignment of management responsibilities effective January 1, 2026, the Company updated its reportable segments. The Company's revised reportable segments are comprised of the following:
The succeeding interim and annual periods reporting will disclose the reportable segments under the new basis with prior periods restated to reflect the change.
48
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Crawford & Company:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheet of Crawford & Company and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations, comprehensive income, shareholders’ investment, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.
We also have 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 March 2, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. 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 audit 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 consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides 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 consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated 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.
Testing of revenue
As discussed in Note 2 to the consolidated financial statements, the Company reported revenues before reimbursements of $304.9 million in its North America Loss Adjusting segment, $438.2 million in its International Operations segment, $401.9 million in its Broadspire segment, and $120.8 million in its Platform Solutions segment.
We identified the evaluation of the sufficiency of audit evidence over certain revenue streams as a critical audit matter. Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over certain revenue streams due to the volume of revenue streams involved in the process and the complexity of related IT systems. This included determining the revenue streams over which procedures were to be performed and evaluating the nature and extent of evidence over each revenue stream. Additionally, IT professionals with specialized skills and knowledge were required to assist with the determination of IT systems subject to testing and performance and evaluation of certain procedures.
49
The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over revenue, including the determination of revenue streams and related IT systems to test. For each revenue stream where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s revenue recognition process. This included controls over the IT systems and automated and manual process level controls related to processing and recording of revenue. For revenue streams identified for testing, we involved IT professionals with specialized skills and knowledge, who assisted in testing certain IT applications used by the Company in its revenue recognition processes and the transfer of relevant revenue data between certain systems used in the revenue recognition processes. For revenue streams identified for testing, we performed one or more of the following procedures:
We evaluated the sufficiency of audit evidence obtained by assessing the results of the procedures performed, including the appropriateness of the nature and extent of such evidence.
/s/ KPMG LLP
We have served as the Company’s auditor since 2025.
March 2, 2026
50
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Crawford & Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Crawford & Company (the Company) as of December 31, 2024, the related consolidated statements of operations, statements of comprehensive income, shareholders' investment and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
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 Public Company Accounting Oversight Board (United States) (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.
/s/ Ernst & Young LLP
We served as the Company’s auditor from 2002 through 2025.
March 3, 2025
51
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Crawford & Company:
Opinion on Internal Control Over Financial Reporting
We have audited Crawford & Company and subsidiaries' (the Company) 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. In our opinion, the Company maintained, in all material respects, effective 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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, the related consolidated statements of operation, comprehensive income, shareholders’ investment, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements), and our report dated March 2, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Atlanta, Georgia
March 2, 2026
52
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
1. Financial Statements
The financial statements listed below and the related reports of Ernst & Young LLP and KPMG LLP are incorporated herein by reference and included in Item 8 of this Annual Report on Form 10-K/A:
2. Financial Statement Schedule
Other schedules have been omitted because they are not applicable.
3. Exhibits filed with this report.
Exhibit No. |
|
Document |
|
|
|
3.1 |
|
Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2007). |
3.2 |
|
Amended and restated By-laws of the Registrant, as amended (incorporated by reference to Appendix A of the Registrant's Proxy Statement filed with the Securities and Exchange Commission on April 8, 2022). |
4.1 |
|
Description of Registrant’s Securities. |
10.1* |
|
Crawford & Company Non-Employee Director Stock Plan, as amended (incorporated by reference to Appendix B to the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on May 10, 2024). |
10.2* |
|
Crawford & Company Supplemental Executive Retirement Plan as amended and restated December 20, 2007, effective as of January 1, 2007 (incorporated by reference to Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007). |
10.3* |
|
Crawford & Company Deferred Compensation Plan, as amended and restated as of January 1, 2017 (incorporated by reference to Exhibit 10.3 the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021. |
10.4* |
|
Form of Restricted Share Unit Award under the Registrant's 2016 Omnibus Stock and Incentive Plan (incorporated by reference to Exhibit 10.5 the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021). |
10.5* |
|
Form of Performance Share Unit Award under the Registrant's 2016 Omnibus Stock and Incentive Plan (incorporated by reference to Exhibit 10.6 the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021). |
10.6* |
|
Crawford & Company 2016 Omnibus Stock and Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-266665) filed with the Securities and Exchange Commission on August 8, 2022). |
10.7* |
|
Crawford & Company 2016 Management Team Incentive Compensation Plan (incorporated by reference to Appendix C to the Registrant’s Proxy Statement for the Annual Meeting of Shareholders held on May 11, 2016). |
53
Exhibit No. |
|
Document |
|
|
|
10.8* |
|
Terms of Employment Agreement between W. Bruce Swain, Jr. and the Registrant, dated November 20, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated November 21, 2025). |
10.9* |
|
Terms of Employment Agreement between Holly B. Boudreau and the Registrant, dated November 19, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated November 21, 2025). |
10.10* |
|
Terms of Employment Agreement between Larry Thomas and the Registrant, dated October 28, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020). |
10.11*# |
|
Terms of Employment Agreement between Andrew Bart and the Registrant, dated April 21, 2025. |
10.12* |
|
Employment Agreement between Rohit Verma and the Registrant dated April 23, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Reporting on Form 8-K filed on April 27, 2020). |
10.13* |
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Terms of Employment Agreement between Michael J. Hoberman and the Registrant, dated January 14, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated January 15, 2026). |
10.14 |
|
Pledge and Security Agreement, dated as of November 5, 2021, by and among the Company, the Company's guarantor subsidiaries party thereto and Bank of America N.A. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021). |
10.15 |
|
Guaranty Agreement, dated as of November 5, 2021, by Crawford & Company, the Company's guarantor subsidiaries party thereto and Bank of America N.A. (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021). |
10.16 |
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Second Amendment to the Credit Agreement, dated as of January 29, 2024, among Crawford & Company, Crawford & Company Risk Services Investments Limited, Crawford & Company (Canada) Inc. and Crawford & Company (Australia) Pty. Ltd., as borrowers, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Australian Security Trustee, U.K. Security Trustee, Swing Line Lender and an L/C Issuer, and the other Swing Line Lenders from time to time party hereto (incorporated by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023). |
10.17 |
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Third Amendment to the Credit Agreement, dated as of December 2, 2025, among Crawford & Company, Crawford & Company EMEA/AP Management LTD, Crawford & Company (Canada) Inc. and Crawford & Company (Australia) Pty. Ltd., as borrowers, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Australian Security Trustee, U.K. Security Trustee, Swing Line Lender and an L/C Issuer, and the other L/C Issuers party hereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated December 8, 2025). |
10.18# |
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Director Compensation Summary Term Sheet. |
19.1# |
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Insider Trading Policy. |
21.1# |
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Subsidiaries of Crawford & Company. |
23.1# |
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Consent of Independent Registered Public Accounting Firm. |
23.2** |
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Consent of Independent Registered Public Accounting Firm. |
31.1** |
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Certification of the Interim Chief Executive Officer pursuant to Rule 13a-19(a). |
31.2** |
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Certification of the Chief Financial Officer pursuant to Rule 13a-19(a). |
32.1*** |
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Certification of the Interim Chief Executive Officer pursuant to Section 1350. |
32.2*** |
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Certification of the Chief Financial Officer pursuant to Section 1350. |
97.1# |
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Executive Compensation Clawback and Recoupment Policy. |
101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
** Filed herewith.
*** Furnished herewith.
# Filed with the original Form 10-K on March 2, 2026.
54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
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|
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CRAWFORD & COMPANY |
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|
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Date |
March 19, 2026 |
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By |
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/s/ W. Bruce Swain |
|
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W. BRUCE SWAIN, Interim President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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NAME AND TITLE |
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Date |
March 19 2026 |
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/s/ W. Bruce Swain |
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W. BRUCE SWAIN, Interim President and Chief Executive Officer (Principal Executive Officer) and Director |
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Date |
March 19, 2026 |
|
/s/ Holly B. Boudreau |
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HOLLY B. BOUDREAU, Executive Vice President - Chief Financial Officer (Principal Financial Officer) |
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Date |
March 19, 2026 |
|
/s/ Anthony P. Belcastro |
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|
ANTHONY P. BELCASTRO, Senior Vice President, Controller, and Chief Accounting Officer (Principal Accounting Officer) |
55
FAQ
What is Crawford & Company (CRD-A) changing with this Form 10-K/A?
How did Crawford & Company (CRD-A) perform financially in 2025?
What was Crawford & Company’s cash flow from operations for 2025?
What does Crawford & Company’s balance sheet look like at year-end 2025?
How much debt capacity does Crawford & Company have under its credit facility?
What were Crawford & Company’s 2025 basic and diluted EPS for each share class?