Verisk Analytics, Inc. 8-K

What Happened

• Verisk Analytics, Inc. announced it has terminated the Agreement and Plan of Merger with ExactLogix, Inc. after the deal was not consummated by the extended termination date of December 26, 2025. Verisk says it delivered the termination notice on December 26, 2025; ExactLogix has disputed the validity of that termination and Verisk says it will vigorously defend its position.
• Separately, the three‑year $750 million delayed-draw Term Facility under the Term Credit Agreement automatically terminated on December 26, 2025. On December 29, 2025 Verisk also notified the trustee it will redeem in full $750 million of its 4.500% Senior Notes due 2030 and $750 million of its 5.125% Senior Notes due 2036 at a special mandatory redemption price of 101% plus accrued interest, with an expected redemption date of January 6, 2026.

Key Details

• Merger termination notice delivered by Verisk on December 26, 2025 after extending the agreement on November 21, 2025.
• ExactLogix notified Verisk it believes the termination is invalid; Verisk disputes that and intends to defend its position.
• Notes to be redeemed: $750,000,000 4.500% Senior Notes due 2030 and $750,000,000 5.125% Senior Notes due 2036 at 101% of principal + accrued interest; expected redemption date January 6, 2026.
• The $750 million delayed-draw Term Facility under the Term Credit Agreement terminated automatically on December 26, 2025.

Why It Matters

• Ending the proposed acquisition removes an expected strategic transaction and may affect Verisk’s growth plans tied to that deal; the disagreement with ExactLogix introduces potential legal uncertainty.
• The planned redemption of $1.5 billion of senior notes and the automatic termination of the term loan change the company’s near-term debt profile and cash requirements (special redemption premium of 1% applies).
• Investors should watch for any litigation or settlement announcements with ExactLogix, official notice of the note redemptions, and any related impacts on liquidity or the company’s capital allocation. The filing includes standard forward‑looking statement disclaimers.