STOCK TITAN

Crawford & Company (CRD-A) buys back 1M Class A shares in related deal

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Crawford & Company entered into a Stock Purchase and Sale Agreement on August 10, 2026 with majority shareholder Jesse C. Crawford to repurchase 1,000,000 Class A common shares. The shares were bought at a price equal to 97% of the official closing price of the Class A stock on the New York Stock Exchange immediately before execution of the agreement, for an aggregate purchase price of approximately $12,813,700.

The transaction was treated as a related party transaction, reviewed and approved by the Audit Committee under the company’s related party transaction policy, and separately approved by the Board of Directors, which concluded the 3% discount was fair to the company and its shareholders. After closing, the company will have 28,686,832 Class A shares and 18,904,905 Class B shares outstanding.

Positive

  • None.

Negative

  • None.

Filing Explained

The August 10 agreement has been signed, but the filing’s statement that the company will have 28,686,832 Class A and 18,904,905 Class B shares “following the closing” means the 1,000,000-share repurchase is not disclosed as completed; those shares would be removed from outstanding shares only at closing.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Shares repurchased 1,000,000 shares Class A Common Stock purchased from majority shareholder on August 10, 2026
Aggregate purchase price $12,813,700 Total consideration for 1,000,000 Class A shares
Purchase price as % of close 97% Based on official NYSE closing price immediately before agreement
Discount to market price 3% Purchase price set at 3% below the closing market price
Class A shares outstanding after 28,686,832 shares Class A Common Stock outstanding following closing of the transaction
Class B shares outstanding after 18,904,905 shares Class B Common Stock outstanding following closing of the transaction
Stock Purchase and Sale Agreement financial
"entered into a Stock Purchase and Sale Agreement (the “Agreement”)"
Audit Committee financial
"The Audit Committee of the Board of Directors reviewed and approved"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
majority shareholder financial
"and is the majority shareholder of the Company"
A majority shareholder owns more than half of a company's voting shares, giving them effective control over major decisions such as choosing the board of directors, approving mergers, or setting strategy. For investors, this matters because the majority holder can steer the company much like the person who holds the largest piece of a pie decides how it’s shared—this can stabilize leadership and direction but also create risks if the majority’s interests differ from those of smaller shareholders.

FAQ

What share repurchase did Crawford & Company (CRD) complete on August 10, 2026?

Crawford & Company repurchased 1,000,000 shares of its Class A Common Stock from majority shareholder Jesse C. Crawford under a Stock Purchase and Sale Agreement dated August 10, 2026.

What was the total amount spent by Crawford & Company (CRD) on the 1,000,000 share repurchase?

The aggregate purchase price for the 1,000,000 Class A shares was approximately $12,813,700, based on 97% of the official closing market price on the effective date.

What are Crawford & Company’s (CRD) outstanding share counts after the repurchase?

Following the closing, Crawford & Company will have 28,686,832 shares of Class A Common Stock and 18,904,905 shares of Class B Common Stock outstanding.

Who is the seller in Crawford & Company’s (CRD) August 2026 share repurchase?

The seller is Jesse C. Crawford, the company’s majority shareholder and father of Jesse C. Crawford, Jr., who serves as Non-Executive Chair of the Board of Directors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 10, 2026

 

CRAWFORD & COMPANY

(Exact name of registrant as specified in its charter)

 

Georgia   1-10356   58-0506554
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS employer
Identification No.)

 

5335 Triangle Parkway, Peachtree Corners, Georgia   30092
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code:           (404) 300-1000                                              

 

N/A

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

 

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

 

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

 

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

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock — $1.00 Par Value CRD-A New York Stock Exchange, Inc.
Class B Common Stock — $1.00 Par Value CRD-B New York Stock Exchange, Inc.

 

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

 

Emerging growth company ¨

 

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

 

 

 

 

 

Item 8.01.Other Events.

 

On August 10, 2026, Crawford & Company (the “Company”) entered into a Stock Purchase and Sale Agreement (the “Agreement”) with Jesse C. Crawford, pursuant to which the Company purchased 1,000,000 shares of the Company’s Class A Common Stock, par value $1.00 per share, from Mr. Crawford. The purchase price per share was equal to 97% of the official closing price of the Class A Common Stock on the New York Stock Exchange immediately preceding the execution of the Agreement, at close of market on the Effective Date of the Agreement, representing an aggregate purchase price of approximately $12,813,700.

 

Mr. Crawford is the father of Jesse C. Crawford, Jr., Non-Executive Chair of the Company’s Board of Directors, and is the majority shareholder of the Company.

 

The Audit Committee of the Board of Directors reviewed and approved the transaction as a related party transaction in accordance with the Company’s related party transaction policy. The Board of Directors separately approved the purchase. The purchase price reflects a 3% discount on the closing market price, which the Audit Committee and the Board determined to be fair to, and in the best interests of, the Company and its shareholders.

 

Following the closing of the transaction, the Company will have 28,686,832 shares of Class A Common Stock and 18,904,905 shares of Class B Common Stock outstanding.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CRAWFORD & COMPANY
   
  By: /s/ Tami E. Stevenson
    Name: Tami E. Stevenson
    Title:   Executive Vice President-
General Counsel and Corporate Secretary

 

Date: August 11, 2026

 

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Filing Exhibits & Attachments

4 documents