VRSK 10-K & 10-Q changes, risk factors and insider trading

Some marketsMarkets in which we operate or which we believe may provide growth opportunities for us are highly competitive, and are expected to remain highly competitive. We compete on the basis of quality, customer service, product and service selection, and pricing. Our competitive position in various market segments depends upon the relative strength of competitors in the segment and the resources devoted to competing in that segment. Due to their size, certainCertain competitors may be able to allocate greater resources to a particular market segment than we can. As a result, these competitors may be in a better position to anticipate and respond to changing customer preferences, emerging technologies and market trends. In addition, new competitors and alliances may emerge to take market share away, and as we enter into new lines of business, due to acquisition or otherwise, we face competition from new players with different competitive dynamics. We may be unable to maintain our competitive position in our market segments, especially against larger competitors. We may also invest further to upgrade our systems in order to compete. If we fail to successfully compete, our business, financial position and results of operations may be adversely affected.

Public sources of free or relatively inexpensive information have become increasingly available recently, particularly through the Internet, and this trend is expected to continue. Governmental agencies in particular have increased the amount of information to which they provide free public access. Public sources of free or relatively inexpensive information may reduce the demand for our solutions. To the extent that customers choose not to obtain solutions from us and instead rely on information obtained at little or no cost from these public or less expensive sources, our business and results of operations may be adversely affected.

The demand for our solutions may be impacted by domestic and international factors that are beyond our control, including macroeconomic, political and market conditions, theglobal energysupply transitionchain driven by climate change and decarbonization,disruption, the availability of short-term and long-term funding and capital, the level and volatility of interest rates, currency exchange rates, and inflation. Any one or more of these factors may contribute to reduced activity and prices in the securities markets generally and could result in a reduction in demand for our solutions, which could have an adverse effect on our results of operations and financial condition. A significant additional decline in the value of assets for which risk is transferred in market transactions could have an adverse impact on the demand for our solutions.

We are subject to tax in the U.S., various state,states, and foreign jurisdictions, and are routinely under audit by various tax authorities. Our existing corporate structure and tax positions have been implemented in a manner which we believe is compliant with current tax laws, however it is possible that tax authorities may disagree with the positions we have taken due to differing interpretations of prevailing tax rules. Tax audits with an adverse outcome could have a material impact on our effective tax rate, cash tax positions, and deferred tax assets and liabilities.

Existing tax laws in the jurisdictions in which we operate are subject to change given current political and economic conditions. Changes in existing tax laws or rulings, or changes in interpretations of existing laws, could have a significant impact on our effective tax rate, cash tax positions, and deferred tax assets and liabilities. Furthermore, the Organization for Economic Co-operation and Development ("OECD") has issued Pillar Two model rules for a global minimum tax of 15% that has been agreed upon in principle by over 140 countries. WeWhile we have assessed the effect of Pillar Two and do not expect it to materially increase our tax expense, the ultimate impact will depend on the implementation of specific rules in each jurisdiction.

We may lose key business assets, through the loss of data center capacity or the interruption of cloud computing, telecommunications links, the internet, or power sources, which could significantly impede our ability to do business.

Our operations depend on our ability, as well as that of third-party service providers to whom we have outsourced several critical functions, to protect data centers, whether in cloud or dedicated environments, and related technology against damage from hardware failure, fire, flood, power loss, telecommunications failure, impacts of terrorism, breaches in security (such as the actions of computer hackers), natural disasters, or other disasters. Certain of our facilities are located in areas that could be impacted by coastal flooding, earthquakes or other disasters. The online services we provide are dependent on links to telecommunications providers. In addition, we generate a significant amount of our revenues through telesales centerswebsites and websitescall centers that we utilize in the acquisition of new customers, fulfillment of solutions and services and responding to customer inquiries. We may not have sufficient redundant operations to cover a loss or failure in all of these areas in a timely manner. Certain of our customer contracts provide that our online servers may not be unavailable for specified periods of time. Any damage to our or our third-party service provider’s data centers, failure of our telecommunications links or inability to access these telesales centerswebsites or websitescall centers could cause interruptions in operations that materially adversely affect our ability to meet customers’ requirements, resulting in decreased revenue, operating income and earnings per share.

Generative AI use by our customers or other third parties could result in the replacement of our existing products and/or solutions or the reduction of their relevance.

For a subsetMany of our products we rely on proprietary or copyrighted material which could be fed into generative AI large language models without our knowledge. Evolved AI-based ecosystems and workflow automation developed by our customers or generic datasets enhanced by AI could compete more effectively with our products or solutions. This could result in duplication of our products or solutions by generative AI tools and reduce the relevance or value proposition of such products or solutions.

Our own use of AI, including but not limited to generative AI,AI to enhance our products could lead to unanticipated consequences such as ethical, compliance, privacy-observing, bias-reducing, and/or intellectual property issues.

Increasing use of AI, including but not limited to generative AI models,models and agentic AI processes, in our internal systems may create new attack methods for adversaries and raise ethical, technological, legal, regulatory, and other challenges, which may negatively impact our brands and demand for our products and services. Our business policies and internal security controls may not keep pace with these changes as new threats emerge, or the emerging cybersecurity regulations in jurisdictions worldwide. Additionally, we are actively adding new generative AI features to our services. Because the generative AI landscape is developing and inherently risky, no assurance can be given that such strategies and offerings will be successful or will not harm our reputation, financial condition, and operating results. Product features that rely on generative AI may be susceptible to unanticipated security threats from sophisticated adversaries.

We participate in businesses (particularly insurance-related businesses and services) that are subject to substantial litigation, including antitrust, consumer protection, intellectual property litigation, and data use and privacy. In addition, our insurance specialists are in the business of providing advice on standard contract terms, which if challenged could expose us to substantial reputational harm and possible liability. We are subject to the provisions of a 1995 settlement agreement in an antitrust lawsuit brought by various state Attorneys General and private plaintiffs, which imposes certain constraints with respect to insurer involvement in our governance and business.

Government contract laws and regulations can impose terms, obligations or penalties that are different than those typically found in commercial transactions. One of the significant differences is that the U.S. government may terminate any of our government contracts, not only for default based on our performance, but also at its convenience. Contracts with governments are also subject to a number of issues, such as shutdowns, funding changes, policy and other government concerns that may impact the terms or performance of a contract. Generally, prime contractors have a similar right under subcontracts related to government contracts. If a contract is terminated for convenience, we typically would be entitled to receive payments for our allowable costs incurred and the proportionate share of fees or earnings for the work performed. However, to the extent insufficient funds have been appropriated by the U.S. government to a particular program to cover our costs upon a termination for convenience, the U.S. government may assert that it is not required to appropriate additional funding. If a contract is terminated for default, the U.S. government could make claims to reduce the contract value or recover its procurement costs and could assess other special penalties, in some cases in excess of the contract value, exposing us to liability and adversely affecting our ability to compete for future contracts and orders. In addition, the U.S. government could terminate a prime contract under which we are a subcontractor, notwithstanding the fact that our performance and the quality of the products or services we delivered were consistent with our contractual obligations as a subcontractor. Similarly, the U.S. government could indirectly terminate a program or contract by not appropriating funding. The decision to terminate programs or contracts for convenience or default could adversely affect our business and future financial performance. Similarly, a government funding pause, suspension, or shut down could adversely affect our business and future financial performance.

While we seek to be a strategic partner to the global insurance industry in analyzing risks related to climate change and building resilience, we recognize that there are inherent risks wherever business is conducted. Climate-related events and its associated risks including acute physical risk such as heatwave, hurricane/cyclone, inland flooding, and wildfire, and chronic physical risk such as sea level rise and water stress could disrupt our operations and threaten the safety of our employees. Transition risks associated with achieving a lower-carbon global economy encompassing policy and legal risk such as potential costs associated with the introduction of mandatory global carbon pricing and potential regulatory mandates involving climate-related reporting obligations, technology risk such as the potential increase in costs associated with a mandated transition to low-emissions technologies, market risk such as the potential impacts of a market shift in customer demand toward low-carbon solutions, and reputation risk such as potential impacts on our business from increasing stakeholder expectations related to real or perceived deficiencies associated with our climate leadership, strategy, performance, or disclosures could negatively impact our financial performance.

We arehave transitioningtransitioned to a new Enterprise Resource Planning system and our ability to manage our business and monitor results is highly dependent upon information and communication systems. A failure of these systems or the ERP implementation could disrupt our business and results of operations.

In order to continue support of our growth, we have made and are continuing to make significant technological upgrades to our information systems. We arehave insubstantially variouscompleted stagesthe implementation of implementing a company-wide, single ERP software system and related processes to perform various functions and improve on the efficiency of our global business. This iswas and continues to be a lengthy and expensive process that has and will continue to result in a diversion of resources from other operations. Continued execution of the project plan, or a divergence from it, may result in cost overruns, project delays or business interruptions. In addition, divergence from our project plan could impact the timing and/or extent of benefits we expect to achieve from the system and process efficiencies.

Any disruptions, delaysdisruptions or deficiencies in the design and/or final implementation of the new ERP system, or in the performancetransition ofoff our legacy systems, particularly any disruptions, delaysdisruptions or deficiencies that impact our operations, could adversely affect our ability to effectively run and manage our business and adversely affect our reputation, competitive position, business, results of operations and financial condition.

EBITDA. We use year-over-year EBITDA growth as a key performance metric. EBITDA and EBITDA margin are non-GAAP financial measures. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. We calculate EBITDA margin as EBITDA divided by revenues. The respective nearest applicable GAAP financial measures are net income and net income margin. Although EBITDA is a non-GAAP financial measure, EBITDA is frequently used by securities analysts, lenders, and others in their evaluation of companies; EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our operating income, net income, or cash flow from operating activities reported under GAAP. Management uses EBITDA and EBITDA margin in conjunction with traditional GAAP operating performance measures as part of its overall assessment of company performance. We believe these measures are useful and meaningful because they help us allocate resources, make business decisions, allow for greater transparency regarding our operating performance, and facilitate period-to-period comparisons. Some of these limitations involved in the use of EBITDA are:

EBITDA margin. We use EBITDA margin as a performance measure to assess segment performance and scalability of our business. We assess EBITDA margin based on our ability to increase revenues while controlling expense growth.

We earn revenues through agreements for hosted subscriptions, advisory/consulting services, and for transactional solutions, recurring and non-recurring. Subscriptions for our solutions are generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one to five years and automatically renewed each year. As a result, the timing of our cash flows generally precedes our recognition of revenues and income and our cash flow from operations tends to be higher in the first quarter as we receive subscription payments. Examples of these arrangements include subscriptions that allow our customers to access our standardized coverage language, our claims fraud database, or our actuarial services throughout the subscription period. In general, we experience minimal revenue seasonality within the business. Approximately 81%83% and 80%81% of theour consolidated revenues in our Insurance segment for the years ended December 31, 20242025 and 2023,2024, respectively, were derived from hosted subscriptions through agreements for our solutions, respectively.solutions.

We also provide advisory/consulting services, which help our customers get more value out of our analytics and their subscriptions. In addition, certain of our solutions are paid for by our customers on a transactional basis, recurring and non-recurring. For example, we have solutions that allow our customers to access property-specific rating and underwriting information to price a policy on a commercial building, or compare a P&C insurance or a workers' compensation claim with information in our databases, or use our repair cost estimation solutions on a case-by-case basis. For the years ended December 31, 20242025 and 2023,2024, approximately 19%17% and 20%19% of our consolidated revenues, respectively, were derived from providing transactional and advisory/consulting solutions, respectively.solutions.

Personnel expenses are a major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses, which represented approximately 56%55% and 57%56% of our total operating expenses (excluding gains/losses related to dispositions) for each of the years ended December 31, 20242025 and 2023,2024, respectively, include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.

A significant change in the profitability of P&C insurers could affect the demand for our solutions. The keys to profitability for insurers include premium growth, increasing investment income, and disciplined and accurate underwriting of risks. ThePer AM Best, growth of direct written premiums for P&C insurers in the U.S. has exhibited cyclical patterns, with total industry premium growth declining from a peak of 14.8% in 2002 to a trough of (3.1)% in 2009 and subsequently recovering to 5.1% in 2019. In 2020, industry premium growth declined to 2.3% due to the impact of the pandemic. Direct premium growth accelerated to 9.5% in 2021, 9.7% in 2022, and further increased to 10.4% in 2023, indicating a continued recovery from the pandemic. Based on the most recent results available, direct written premiums continuedslowed to grow9.6% growth in 2024 atand a5.1% comparablegrowth level.rate through the first nine-months of 2025.

WithIn 2025, inflation remained above pre-pandemic levels, although it was lower than a year earlier. Annual Consumer Price Index growth was 2.7% in December 2025, remaining above pre-pandemicthe levelsFederal throughoutReserve's 2024target of 2%. In response to persistent, though gradually easing, inflation and thea CPIshifting consistentlyeconomic exceeding the 2% target, reaching 2.9% in December,outlook, the Federal Reserve took timely action to adjustcontinued its monetary policy in December and reduceimplemented interestan rates.additional Therate cut that lowered the federal funds rate was reduced from a target range of 5.25-5.5% early in 2024 to a target range of 4.25-4.5% range by the end of December.3.50–3.75%. Reductions in interest rates can lead to increased consumer spending and investment, resulting in higher demand for insurance products as individuals and businesses seek to protect their assets. In such cases, comprehensive data analysis and risk assessment support can help insurers significantly improve their operations.operations Itby enablesenabling more accurate calculations and providesproviding a broad, systemic view of the market.

Despite someWhile progress has been made towards actuarially sound pricing, carriers are still working to improve loss ratios and profitability in the face of heightenedrising inflation. Until premium pricing adjustments are fully implemented, and profitability improves, some carriers are not yet spending as much as they have in the past to drive new policy volume, which could have a short-term impact on demand and volume for our Marketing Solutions offerings and auto underwriting solutions.

Insurers’Based on the first nine months of 2025, insurers’ expected annualized yield on investments (not attributable to cash transfers from outside the P&C industry) was 2.5%4.0%, as of the first nine months of 2024, downup from the 3.2%3.6% yield at year-end 20232024 despite still moderately high interest rates in 2025 (compared to the pre-pandemic period) in 2024.. These recent investment results are lowerhigher than the historical 15-year average of 3.3%, showing that yields on investments, a major component of insurers’ balance sheets, haveare yetbeginning to follow the trend in interest rates.

We have acquired 86 businesses since January 1, 2022.2023. These acquisitions affect the comparability of our consolidated results of operations between periods. See a description of our 20242025 acquisitionacquisitions below and Note 10. Acquisitions to our consolidated financial statements included in this annual report on Form 10-K for further discussions.

InOn December 2024,31, 2025, we sold Atmosphericour Verisk Marketing Solutions business to ActiveProspect, backed by Five Elms Capital Management, LLC, for a net cash sale price of $80.0 million. The Verisk Marketing Solutions business provides leading marketing solutions for customers in both insurance and Environmentalnon-insurance Research ("AER") for $7.1 million.industries. The sale resulted in a loss of $12.1$18.4 million that was included within "OtherLoss operatingon (loss)sale incomeof assets, net" in the accompanying consolidated statements of operations for the year ended December 31, 2024.2025. Refer to Note 11. Dispositions and Discontinued Operations for further discussion.

On February 1, 2023, we completed the sale of our Energy business to Planet Jersey Buyer Ltd, an entity that was formed on behalf of, and is controlled by, The Veritas Capital Fund VIII, L.P. and its affiliated funds and entities (“Veritas Capital”), for a net cash sale price of $3,066.4 million paid at closing (reflecting a base purchase price of $3,100.0 million, subject to customary purchase price adjustments for, among other things, the cash, working capital, and indebtedness of the companies as of the closing) and up to $200.0 million of additional contingent cash consideration based on Veritas Capital’s future return on its investment paid through a Class C Partnership interest. We recognized a loss of $131.1 million on the sale in 2023.

The Energy business, which was part of our Energy and Specialized Markets segment, was classified as discontinued operations per ASC 205-20 as we determined, qualitatively and quantitatively, that this transaction represented a strategic shift that had a major effect on our operations and financial results. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations for all periods presented. Additionally, all assets and liabilities of the Energy business were classified as assets and liabilities held for sale within our consolidated balance sheet as of December 31, 2022. In connection with the held for sale classification, we recognized an impairment of $303.7 million on the remeasurement of the disposal group held for sale, which has been included in discontinued operations in our consolidated statement of operations. Upon classification of the Energy business as held for sale, its cumulative foreign currency translation adjustment within shareholders’ equity was included with its carrying value, which primarily resulted in the impairment. When we closed on and completed the sale of our Energy business on February 1, 2023, we recognized a loss of $128.4 million. As a result of closing adjustments in the second and fourth quarter of 2023, we incurred an additional net loss of $2.7 million.

Cost of RevenuesRevenue

Other operating loss (income) was $12.1 million for the year ended December 31, 2024 compared to $0.0 million for the year ended December 31, 2023. The loss in the current year was driven by the sale of AER. Please refer to Note 11. Dispositions and Discontinued Operations for more information

Investment income (loss) and others, net was a gain of $95.7 million for the year ended December 31, 2024 compared to a gainloss of $11.0 million for the year ended December 31, 2023. The increase was primarily driven by net gains associated with the settlement of retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022, partially offset by the impact of foreign currencies.

Interest expense, netexpense was $124.6 million for the year ended December 31, 2024 compared to $115.5 million for the year ended December 31, 2023, an increase of $9.1 million or 7.9%. The increase in interest expense was primarily related to the issuance of our 2034 Senior Notes, offset by the cash tender that was completed on June 7, 2024.

There has been no material change in the information provided under the heading “Risk Factors” in our annual report on Formour 10-K2025 dated and filed with the Securities and Exchange Commission on February 18, 2026.10-K.

We use year-over-year EBITDA growth and EBITDA margin as metrics to measure our performance. EBITDA and EBITDA margin are non-GAAP financial measures. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization of fixed and intangible assets. We calculate EBITDA margin as EBITDA divided by revenues. The respective nearest applicable GAAP financial measures are net income and net income margin. Although EBITDA is a non-GAAP financial measure, EBITDA is frequently used by securities analysts, lenders, and others in their evaluation of companies; EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as a substitute for an analysis of our operating income, net income, or cash flow from operating activities reported under GAAP. Management uses EBITDA and EBITDA margin in conjunction with traditional GAAP operating performance measures as part of its overall assessment company performance. We believe these measures are useful and meaningful because they help us allocate resources, make business decisions, allow for greater transparency regarding our operating performance, and facilitate period-to-period comparisons. Some of these limitations involved in the use of EBITDA are:

We earn revenues through agreements for hosted subscriptions, advisory/consulting services, and for transactional solutions, recurring and non-recurring. Subscriptions for our solutions are generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year and automatically renewed each year. As a result, the timing of our cash flows generally precedes our recognition of revenues and income and our cash flow from operations tends to be higher in the first quarter as we receive subscription payments. Examples of these arrangements include subscriptions that allow our customers to access our standardized coverage language, our claims fraud database, or our actuarial services throughout the subscription period. In general, we experience minimal revenue seasonality within the business. For the threesix months ended MarchJune 31,30, 2026 and 2025, approximately 84% and 83% of our insurance revenues were derived from hosted subscriptions through agreements (generally one to five years) for our solutions, respectively.

We also provide advisory/consulting services, which help our customers get more value out of our analytics and their subscriptions. In addition, certain of our solutions are paid for by our customers on a transactional basis, recurring and non-recurring. For example, we have solutions that allow our customers to access property-specific rating and underwriting information to price a policy on a commercial building, or compare a property & casualty insurance or a workers' compensation claim with information in our databases, or use our repair cost estimation solutions on a case-by-case basis. For the threesix months ended MarchJune 31,30, 2026 and 2025, approximately 16% and 17% of our insurance revenues were derived from providing transactional and advisory/consulting solutions, respectively.

Personnel expenses are the major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses, which represented approximately 57% and 56% of our total operating expenses (excludingfor gains/losses related to dispositions) forboth the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Revenues were $782.6$806.3 million for the three months ended MarchJune 31,30, 2026, compared to $753.0$772.6 million for the three months ended MarchJune 31,30, 2025, an increase of $29.6$33.7 million or 3.9%.4.3 %. Our underwriting revenue increased $20.1$19.5 million or 3.8%.3.5%. Our claims revenue increased $9.5$14.2 million or 4.3%.6.3 %.

Our recent acquisitionsacquisition (Simplitium and SuranceBay within the underwriting category of the Insurance segment) and disposition (Verisk Marketing Solutions ("VMS") within the underwriting category of our Insurance segment) resulted in a net decrease in revenue of $10.9$10.8 million, while the remaining Insurance revenues increased $40.5$44.5 million or 5.5%.5.9%. Our underwriting revenue increased $31.0$30.3 million or 6.0%, primarily due to5.7%, primarily due to an annual increase in prices derived from continued enhancements to the models and content of the solutions within our forms, rules and loss cost services, as well as selling expanded solutions to new and existing customers within catastrophe and risk solutions, specialty business solutions and life solutions. Our claims revenue increased $9.5$14.2 million or 4.3%,6.3%, primarily due to annual price increases in anti-fraud analytics and increasedproperty salesand in casualtyrestoration solutions.

Cost of revenues was $236.6$233.4 million for the three months ended MarchJune 31,30, 2026 compared to $230.8$229.5 million for the three months ended MarchJune 31,30, 2025, an increase of $5.8$3.9 million or 2.5%.1.7%. Our recent acquisitionsacquisition and disposition accounted for a net decrease of $5.3$5.5 million in cost of revenues. The remaining increase of $11.1$9.4 million or 5.0%4.2% was primarily due to increases in salaries and employee benefits, data, and information technology andexpenses, datapartially expenses.offset by a reduction in provision for credit losses.

Selling, general and administrative expenses were $109.5$128.6 million for the three months ended MarchJune 31,30, 2026 compared to $108.9$106.5 million for the three months ended MarchJune 31,30, 2025, an increase of $0.6$22.1 million or 0.6%.20.8%. Our recent acquisitionsacquisition, disposition, and dispositionAccuLynx related costs accounted for a net decreaseincrease of $2.7$16.3 million in selling, general, and administrative expenses. The remaining increase of $3.3$5.8 million or 3.3%5.7% was primarily due to higheran increase in professional consulting fees, and salaries and employee benefit expenses,benefits, partially offset by reductionsa reduction in professionalrent consulting fees.expense.

Depreciation and amortization of fixed assets were $69.9$66.3 million for the three months ended MarchJune 31,30, 2026 compared to $67.4$66.0 million for the three months ended MarchJune 31,30, 2025, an increase of $2.5$0.3 million or 3.7%. The increase was primarily due to internally developed software projects that were completed and placed into service.0.5%.

Amortization of intangible assets was $14.4$14.3 million and $16.3 million for the threesix months ended MarchJune 31,30, 2026 and $15.82025, million for the three months ended March 31, 2025,respectively, a decrease of $1.4$2.0 million or 8.9%.12.3%. The decrease was primarily due to the disposition of VMS,VMS and certain intangible assets becoming fully amortized, partially offset by a $2.2 millionan increase duein toamortization expense associated with our 2025 acquisitions.

Investment loss was $0.5$7.5 million for the three months ended MarchJune 31,30, 2026 compared to a gain of $2.6$9.1 million for the three months ended MarchJune 31,30, 2025, a change of $3.1$16.6 million. The loss for the three months ended June 30, 2026 was primarily driven by $6.5 million of loss from equity method investments, while the gain in the prior year period was primarily due to the impacteffects of foreign currencies.currency fluctuations.

Interest expense, net was $43.2$52.8 million for the three months ended MarchJune 31,30, 2026 compared to $36.3$35.5 million for the three months ended MarchJune 31,30, 2025, an increase of $6.9$17.3 million or 19.0%.48.7%. The increase was primarily driven by higher interest expense related to the issuance of our 2031 and 2036 Senior Notes in February 2026, asinterest wellincurred ason our Term Loan Facility, and lower interest income compared to the acceleratedprior-year interest payments associated with the special mandatory redemption of the 4.500% 2030 Senior Notes and 5.125% 2036 Senior Notes, partially offset by higher interest income.period.

The provision for income taxes was $74.3$74.8 million and the effective tax rate was 24.1%24.6% for the three months ended MarchJune 31,30, 2026, compared to $64.1$74.6 million and 21.6%22.7% for the three months ended MarchJune 31,30, 2025, respectively. The increase in the effective tax rate was primarily due to lower tax benefits from equity compensation in the current period versus the prior period. The difference between statutory tax rates and our effective tax rate is primarily due to state and local taxes, partially offset by tax benefits attributable to equity compensation.

Net income was $234.2$228.6 million for the three months ended MarchJune 31,30, 2026 compared to $232.3$253.3 million for the three months ended MarchJune 31,30, 2025, ana increasedecrease of $1.9$24.7 million or 0.8%.9.8%. The net income margin was 29.9%28.4% for the three months ended MarchJune 31,30, 2026 compared to 30.8%32.8% for the three months ended MarchJune 31,30, 2025. The decrease in net income margin was primarily driven by the increases in our effective tax rate and net interest expense, as well as the AccuLynx-related legal fees discussed above.

EBITDA was $436.0$436.8 million for the three months ended MarchJune 31,30, 2026 compared to $415.9$445.7 million for the three months ended MarchJune 31,30, 2025. The EBITDA margin for our consolidated results was 55.7%54.2% for the three months ended MarchJune 31,30, 2026 compared to 55.2%57.7% for the three months ended MarchJune 31,30, 2025. The increasedecrease in EBITDA margin was mainlyprimarily drivenattributable to higher legal fees incurred in connection with the AccuLynx transaction, partially offset by revenue growth and continued cost discipline.discipline across our business.

As of MarchJune 31,30, 2026 and December 31, 2025, we had cash and cash equivalents and available-for-sale securities totaling $525.2$552.2 million and $2,178.9 million, respectively. We maintain our cash and cash equivalents in higher credit quality financial institutions in order to limit the amount of credit exposure. As of MarchJune 31,30, 2026 and December 31, 2025, a vast majority of our domestic cash and cash equivalents is with TD Bank, N.A. and JPMorgan Chase N.A.. Subscriptions for our solutions are billed and generally paid in advance of rendering services either quarterly or in full upon commencement of the subscription period, which is usually for one year. Subscriptions are automatically renewed at the beginning of each calendar year. We have historically generated significant cash flows from operations. As a result of this factor, as well as the availability of funds under our Syndicated Revolving Credit Facility, we expect that we will have sufficient cash to meet our working capital and capital expenditure needs and to fuel our future growth plans.

We have also historically used a portion of our cash for repurchases of our common stock from our stockholders. During the threesix months ended MarchJune 31,30, 2026 and 2025, we repurchased $1,626.9$1,827.0 million (inclusive of $225.1$255.1 million in treasury stock not yet settled) and $200.1$300.1 million (inclusive of $30.0 million in treasury stock then not yet settled),million, respectively, of our common stock. The repurchase of our common stock was funded using cash from operations,operations and proceeds from our Syndicated Revolving Credit Facility and Term Loan Facility, and cash from operations.Facility. For the threesix months ended MarchJune 31,30, 2026 and 2025, we also paid dividends of $65.5$130.9 million and $63.0$126.0 million, respectively.

We had total debt, excluding finance lease liabilities, unamortized discounts and premium, and debt issuance costs of $4,500.0 million and $4,750.0 million at MarchJune 31,30, 2026 and December 31, 2025, respectively, and we were in compliance with our financial and other covenants. The debt at MarchJune 31,30, 2026, primarily consists of senior notes issued in 2026, 2025, 2024, 2023, 2020, 2019, and 2015. Interest on the senior notes is payable semi-annually each year. The unamortized discount and debt issuance costs were recorded as "Short-term debt and current portion of long-term debt" and "Long-term debt" in the accompanying consolidated balance sheets, and will be amortized to "Interest expense" in the accompanying consolidated statements of operations within this Form 10-Q over the life of the respective senior notes. The indenture governing the senior notes restricts our ability to, among other things, create certain liens, enter into sale/leaseback transactions, and consolidate with, sell, lease, convey, or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity. We have made, and may from time to time in the future make, optional repayments on our debt obligations, which may include repurchases or exchanges of our outstanding notes, depending on various factors, such as market conditions. Any such repurchases may be effected through privately negotiated transactions, market transactions, tender offers, redemptions or otherwise. See Note 7.6. for additional information on our financing activities.

We have a syndicated revolving credit facility ("Syndicated Revolving Credit Facility") with a borrowing capacity of $1,250.0 million with Bank of America N.A., HSBC Bank USA, N.A., The Toronto-Dominion Bank, N.A., Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., and The Northern Trust Company. The Syndicated Revolving Credit Facility may be used for general corporate purposes, including working capital needs and capital expenditures, acquisitions, dividend payments, and the share repurchase program (the "Repurchase Program"). As of MarchJune 31,30, 2026, we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. During the threefirst months ended March 31, 2026,quarter, we drew $750.0 million under our Syndicated Revolving Credit Facility for share repurchases under the accelerated share repurchase agreements, general corporate purposes, and to pay related fees and expenses, and subsequently repaid the full amount prior to Marchthe 31,end 2026.of the first quarter. As of MarchJune 31,30, 2026 and December 31, 2025, the available capacity under the Syndicated Revolving Credit Facility was $1,245.2$1,245.1 million and $1,245.4 million, which takes into account outstanding letters of credit of $4.8$4.9 million and $4.6 million, respectively.

On February 18, 2026, we entered into a term loan credit agreement (the “Term Loan Facility”) with Wells Fargo Bank, National Association. The Term Loan Facility provides for a 364-day senior unsecured delayed draw term loan facility in an aggregate committed principal amount of $500.0 million and carries an interest rate of SOFR plus 95 basis points or a base rate. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest rate coverage ratio of not less than 3.00 to 1.00, and a maximum consolidated funded debt leverage ratio of not greater than 3.75 to 1.00. At our election, the maximum consolidated funded debt leverage ratio could be permitted to increase to 4.50 to 1.00 (no more than once) and to 4.25 to 1.00 (no more than once) in connection with the closing of a permitted acquisition. Proceeds of the Term Loan Facility, together with the $750.0 million borrowed under the Company's existing Syndicated Revolving Credit Facility, were used to finance share repurchases under the accelerated share repurchase agreements, to fund general corporate purposes, and to pay related fees and expenses. As of MarchJune 31,30, 2026, the company repaid $250.0 million of the Term Loan Facility andwe had $250.0 million outstanding under the Term Loan Facility.

Net cash provided by operating activities was $390.4$366.0 million for the three months ended MarchJune 31,30, 2026, compared to $444.7$244.5 million for the three months ended MarchJune 31,30, 2025, aan decreaseincrease of $54.3$121.5 million, or 12.2%.49.7%. The decreaseincrease in operating cash flow was primarily drivendue byto a tax refund received in the prior year that did not recur in the current year, as well as higher interest payments. Thean increase in interestoperating paymentsprofit wasand the resulttiming of highercertain debtvendor balancesand incash thetax quarter offset in part by higher interest income earned on cash.payments.

Net cash used in investing activities was $64.4$68.1 million for the three months ended MarchJune 31,30, 2026, compared to $57.8$80.6 million for the three months ended MarchJune 31,30, 2025, ana increasedecrease of $6.6$12.5 million, or 11.4%.15.5%. The increasedecrease in investing cash outflows was primarily due to an increaseacquisition of $10.3 million in capital expenditures, partially offset by theand purchase of an additional controlling interest totaling $20.3 million and investments in non-public companies of $4.1$4.5 million in the prior year.year, partially offset by an increase of $12.3 million in capital expenditures.

Net cash used in financing activities was $1,977.9$269.0 million for the three months ended MarchJune 31,30, 2026, compared to $433.3$659.0 million of net cash provided by financing activities for the three months ended MarchJune 31,30, 2025, ana increase in cash outflowsdecrease of $2,411.2$390.0 million.million, or 59.2%. The increasedecrease in financing cash outflows iswas primarily due to a repayment of debt of $500.0 million in the prior year, partially offset by an increase of $1,426.8$100.1 million of common stock repurchases (inclusive of treasury stock not yet settled). Additionally, there was a net repayment of debt of $266.0 million in the three months ended March 31, 2026, compared to debtprior proceeds of $698.3 million in the three months ended March 31, 2025.year.

There have been no material changes to our contractual obligations outside the ordinary course of our business from those reported in our annual2025 report on Form 10-K and filed with the Securities and Exchange Commission on February 18, 2026.10-K.

Our management’s discussion and analysis of financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates, including those related to stock-based compensation, internally developed software, goodwill and intangible assets, pension and other postretirement benefits, and income taxes. Actual results may differ from these assumptions or conditions. Some of the judgments that management makes in applying its accounting estimates in these areas are discussed under the heading "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our annual2025 report on Form 10-K dated and filed with the Securities and Exchange Commission on February 18, 2026.10-K. Since the date of our annual report on Formour 2025 10-K, there have been no material changes to our critical accounting policies and estimates.