Verisk (NASDAQ: VRSK) issues $1B notes to refinance credit lines

Rhea-AI Filing Summary

Verisk Analytics, Inc. is issuing $1 billion of new senior notes in two tranches. The company sold $500,000,000 of 4.450% Senior Notes due March 15, 2031 and $500,000,000 of 5.125% Senior Notes due March 15, 2036 under an existing shelf registration.

The notes pay interest each March 15 and September 15, starting September 15, 2026, and are redeemable at a make-whole price before specified dates, and at 100% of principal plus interest after those dates. Verisk plans to use the net proceeds to repay $500 million outstanding on a 364-day term loan and $750 million under its syndicated revolving credit facility, which, together with $250 million of cash on hand, funded prepayments under accelerated share repurchase agreements, and for general corporate purposes.

The indenture limits additional liens and sale-leaseback transactions, restricts certain mergers or asset transfers, and requires Verisk to offer to repurchase the notes upon certain change of control events.

Insights

Credit and capital structure analyst

Verisk issues $1B in notes mainly to refinance short-term debt.

Verisk Analytics is raising $1,000,000,000 through two senior note tranches bearing coupons of 4.450% (due 2031) and 5.125% (due 2036). These fixed-rate maturities replace shorter-term borrowings from a 364-day term loan and a syndicated revolver.

The company intends to repay $500,000,000 on its term loan and $750,000,000 on its revolving credit facility, alongside $250,000,000 of cash that funded accelerated share repurchase prepayments. This shifts funding of those equity returns toward long-term bond financing.

The indenture includes limits on additional liens and sale-leaseback deals, plus change of control repurchase obligations, which are typical bondholder protections. Actual impact on leverage and interest expense depends on prior loan pricing and future cash flow, which are not detailed in this disclosure.

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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): February 23, 2026

VERISK ANALYTICS, INC.

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code: (201) 469-3000

(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 where registered
Common Stock $.001 par value		VRSK		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-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 February 23, 2026, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company and BofA Securities, Inc. and Wells Fargo Securities, LLC as representatives of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters $500,000,000 aggregate principal amount of its 4.450% Senior Notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of its 5.125% Senior Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Securities”). The Securities, which were offered and sold pursuant to the Underwriting Agreement, are registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-270827), filed on March 24, 2023.

On February 26, 2026, the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, N.A., as trustee (the “Trustee”) entered into a seventh supplemental indenture to the Base Indenture (the “Seventh Supplemental Indenture,” and the together with the Base Indenture, the “Indenture”), providing for the issuance of the Securities.

The 2031 Notes bear interest at 4.450% per annum and will mature on March 15, 2031. Interest on the 2031 Notes is payable on March 15 and September 15 of each year beginning September 15, 2026. At any time and from time to time prior to February 15, 2031, the Company may redeem the 2031 Notes, in whole or in part, at a “make-whole” redemption price as described in the Indenture. At any time and from time to time on or after February 15, 2031, the Company may redeem some or all of the 2031 Notes at a redemption price equal to 100% of the principal amount of the 2031 Notes to be redeemed plus accrued and unpaid interest thereon to the redemption date as described in the Indenture.

The 2036 Notes bear interest at 5.125% per annum and will mature on March 15, 2036. Interest on the 2036 Notes is payable on March 15 and September 15 of each year beginning September 15, 2026. At any time and from time to time prior to December 15, 2035, the Company may redeem the 2036 Notes, in whole or in part, at a “make-whole” redemption price as described in the Indenture. At any time and from time to time on or after December 15, 2035, the Company may redeem some or all of the 2036 Notes at a redemption price equal to 100% of the principal amount of the 2036 Notes to be redeemed plus accrued and unpaid interest thereon to the redemption date as described in the Indenture.

The Company intends to use the net proceeds of the offering to repay some or all of the $500 million of borrowings outstanding under its senior, unsecured 364-day term loan facility and $750 million of borrowings outstanding under its existing syndicated revolving credit facility, which borrowings, together with $250 million of cash on hand, funded the prepayment amounts for the repurchases under its accelerated share repurchase agreements, and for general corporate purposes.

The Indenture contains certain restrictions, including a limitation that restricts the Company’s ability and the ability of its subsidiaries to incur liens and enter into sale and leaseback transactions. The Indenture also restricts the ability of the Company to consolidate, merge or transfer all or substantially all of their assets, and requires the Company to offer to repurchase the Securities of either series upon certain change of control events.

The foregoing descriptions of the Underwriting Agreement, the Indenture and the Securities are qualified in their entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1, the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 6, 2019, and the Seventh Supplemental Indenture (including the forms of the Securities attached thereto), which is filed herewith as Exhibit 4.1, each incorporated by reference herein. The forms of the Securities are filed as Exhibits 4.2 and 4.3 and a copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and all are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 23, 2026, by and among Verisk Analytics, Inc. and BofA Securities, Inc. and Wells Fargo Securities, LLC as representatives of the underwriters named therein.
4.1		Seventh Supplemental Indenture, dated February 26, 2026, between Verisk Analytics, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, N.A., as Trustee.
4.2		Form of 4.450% Senior Notes due 2031 (included in Exhibit 4.1).
4.3		Form of 5.125% Senior Notes due 2036 (included in Exhibit 4.1).
5.1		Opinion of Davis Polk & Wardwell LLP.
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

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

				VERISK ANALYTICS, INC.
Date: February 26, 2026				/s/ Kathy Card Beckles
				Name:		Kathy Card Beckles
				Title:		Executive Vice President and Chief Legal Officer

FAQ

What debt securities did Verisk Analytics (VRSK) issue in this 8-K?

Verisk issued two senior note tranches totaling $1 billion: $500 million of 4.450% Senior Notes due March 15, 2031 and $500 million of 5.125% Senior Notes due March 15, 2036, both under its existing shelf registration statement.

How will Verisk Analytics (VRSK) use the $1 billion senior notes proceeds?

Verisk plans to use the net proceeds to repay $500 million outstanding under its senior unsecured 364-day term loan and $750 million under its existing syndicated revolving credit facility, which, together with $250 million of cash, funded accelerated share repurchase prepayments, and for general corporate purposes.

What are the key terms of Verisk’s 4.450% Senior Notes due 2031?

The 4.450% Senior Notes bear interest at 4.450% per year, mature on March 15, 2031, and pay interest each March 15 and September 15 starting September 15, 2026. Verisk can redeem them at a make-whole price before February 15, 2031 and at 100% of principal thereafter.

What are the main features of Verisk’s 5.125% Senior Notes due 2036?

The 5.125% Senior Notes carry a 5.125% annual coupon and mature on March 15, 2036, with interest paid March 15 and September 15 beginning September 15, 2026. Verisk may redeem them at a make-whole price before December 15, 2035 and at 100% of principal after that date.

What investor protections are included in Verisk Analytics’ new note indenture?

The indenture restricts Verisk and its subsidiaries from incurring certain liens and entering sale-leaseback transactions, limits their ability to consolidate, merge or transfer substantially all assets, and requires an offer to repurchase the notes upon specified change of control events.

Which banks underwrote Verisk Analytics’ $1 billion senior notes offering?

BofA Securities, Inc. and Wells Fargo Securities, LLC acted as representatives of the underwriters under the Underwriting Agreement, through which Verisk agreed to sell $500 million of 2031 notes and $500 million of 2036 notes to the underwriting syndicate.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 187.4 KB
• EX-4.1 EX-4.1 173.0 KB
• EX-5.1 EX-5.1 8.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB