Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our historical financial statements and the related notes included elsewhere in this annual report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in or implied by any of the forward-looking statements as a result of various factors, including but not limited to those listed under "Risk Factors" and "Special Note Regarding Forward-Looking Statements." New risks and uncertainties come up from time to time, and it is impossible to predict these events or how they may affect us. We have no obligation to update any forward-looking statements after the date hereof, except as required by applicable federal securities law. This discussion includes a comparison of our results of operations, liquidity and capital resources, financing and financing capacity and cash flow for the years ended December 31, 2025, 2024, and 2023.

We are a leading data analytics provider serving clients in the insurance markets. Using advanced technologies to collect and analyze billions of records, we draw on unique data assets and deep domain expertise to provide innovations that may be integrated into client workflows. We offer predictive analytics and decision support solutions to clients in rating, underwriting, claims, catastrophe and weather risk, global risk analytics, and many other fields. In the U.S., and around the world, we help clients protect people, property, and financial assets. Refer to Item 1. Business for further discussion.

Our clients use our solutions to make better decisions about risk and opportunities with greater efficiency and discipline. We refer to these products and services as "solutions" due to the integration among our services and the flexibility that enables our clients to purchase components or the comprehensive package. These solutions take various forms, including data, statistical models, or tailored analytics, all designed to allow our clients to make more logical decisions. We believe our solutions for analyzing risk positively impact our clients' revenues and help them better manage their costs.

Executive Summary

Key Performance Metrics

Revenue growth. We use year-over-year revenue growth as a key performance metric. We assess revenue growth based on our ability to generate increased revenue through increased sales to existing customers, sales to new customers, sales of new or expanded solutions to existing and new customers, and strategic acquisitions of new businesses.

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 does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments.

• EBITDA does not reflect changes in, or cash requirements for, our working capital needs.

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in the future and EBITDA does not reflect any cash requirements for such replacements.

• Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

EBITDA growth. We use EBITDA growth as a measure of our ability to balance the size of revenue growth with cost management and investing for future growth. EBITDA growth allows for greater transparency regarding our operating performance and facilitate period-to-period comparison.

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

Revenues

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 83% and 81% of our consolidated revenues for the years ended December 31, 2025 and 2024, respectively, were derived from hosted subscriptions through agreements for our 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, 2025 and 2024, approximately 17% and 19% of our consolidated revenues, respectively, were derived from providing transactional and advisory/consulting solutions.

Principal Operating Costs and Expenses

Personnel expenses are a major component of both our cost of revenues and selling, general and administrative expenses. Personnel expenses, which represented approximately 55% and 56% of our total operating expenses for each of the years ended December 31, 2025 and 2024, respectively, include salaries, benefits, incentive compensation, equity compensation costs, sales commissions, employment taxes, recruiting costs, and outsourced temporary agency costs.

We assign personnel expenses between two categories, cost of revenues and selling, general and administrative costs, based on the actual costs associated with each employee. We categorize employees who maintain our solutions as cost of revenues, and all other personnel, including executive managers, salespeople, marketing, business development, finance, legal, human resources, and administrative services, as selling, general and administrative expenses. A significant portion of our other operating costs, such as facilities and communications, are either captured within cost of revenues or selling, general and administrative expense based on the nature of the work being performed.

While we expect to grow our headcount over time to take advantage of our market opportunities, we believe that the economies of scale in our operating model will allow us to grow our personnel expenses at a lower rate than revenues. Historically, our EBITDA margin has improved because we have been able to increase revenues without a proportionate corresponding increase in expenses. However, part of our corporate strategy is to invest in new solutions and new businesses, which may offset margin expansion.

Cost of Revenues. Our cost of revenues consists primarily of personnel expenses. Cost of revenues also includes the expenses associated with the acquisition and verification of data, the maintenance of our existing solutions, and the development and enhancement of our next-generation solutions. Our cost of revenues excludes depreciation and amortization.

Selling, General and Administrative Expense. Our selling, general and administrative expense also consists primarily of personnel costs. A portion of the other operating costs such as facilities, insurance, and communications are allocated to selling, general and administrative costs based on the nature of the work being performed by the employee. Our selling, general and administrative expenses exclude depreciation and amortization.

Trends Affecting Our Business

U.S. P&C Insurance Industry Premium Growth

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. Per 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 slowed to 9.6% growth in 2024 and 5.1% growth rate through the first nine-months of 2025.

Macroeconomic factors influence demand for insurance products and Insurer profitability

In 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 the Federal Reserve's target of 2%. In response to persistent, though gradually easing, inflation and a shifting economic outlook, the Federal Reserve continued its monetary policy in December and implemented an additional rate cut that lowered the federal funds rate to a target range of 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 by enabling more accurate calculations and providing a broad, systemic view of the market.

While progress has been made towards actuarially sound pricing, carriers are still working to improve loss ratios and profitability in the face of rising 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 underwriting solutions.

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 4.0%, up from the 3.6% yield at year-end 2024 despite still moderately high interest rates in 2025 (compared to the pre-pandemic period). These recent investment results are higher than the historical 15-year average of 3.3%, showing that yields on investments, a major component of insurers' balance sheets, are beginning to follow the trend in interest rates.

Trends in Catastrophe and non-Catastrophe Losses

The trend of high catastrophe losses for insurers that began in 2020 continued in 2025. Insurance losses in those six years were more than double those of the prior six years ($483.1 billion for 2020-2025 compared to $235.1 billion for 2014-2019 - however, the amounts for recent years are preliminary and subject to change based on claims that have not yet been settled.). According to our Property Claim Services data, the last six years have also had the highest number of catastrophes since 2014, ranging from a low of 62 in 2025 to a high of 74 that was reached in both 2023 and 2024. However, some of these high counts may be driven by losses that are likely exceeding the catastrophe threshold due to the impact of inflation.

Although the hurricane season in 2025 was relatively mild, the year began with devastating wildfires in California, causing damages estimated at $38 billion and ranking as the most expensive year for wildfire events in U.S. history. In contrast, 2024 included the second most expensive Atlantic hurricane season on record, surpassed only by the losses experienced during the 2017 hurricane season.

These trends in catastrophe and non-catastrophe losses (such as from weather, climate, casualty, terrorism, pandemics, and tsunamis) can influence our customers' profitability, and therefore their appetite for buying analytics to help them manage their risks. Any increase or decrease in frequency or severity of these events over time could lead to an increased or decreased demand for our catastrophe modeling, catastrophe loss information, and repair cost solutions. Likewise, any structural changes in the reinsurance and related brokerage industry from alternative capital or newer technologies could affect demand for our products. A portion of our revenue is also related to the number of claims processed due to losses, which can be impacted by seasonal storm or wildfire activity. The need by our customers to fight insurance fraud - both in claims and at policy inception - could also lead to increased demand for our underwriting and claims solutions.

Description of Acquisitions

We have acquired 6 businesses since January 1, 2023. These acquisitions affect the comparability of our consolidated results of operations between periods. See a description of our 2025acquisitions below and Note 10. Acquisitions to our consolidated financial statements included in this annual report on Form 10-K for further discussions.

On July 17, 2025, we completed the acquisition of SuranceBay, LLC ("SuranceBay"), a leading provider of producer licensing, onboarding, appointment and compliance solutions for the life and annuity industry for $163.1 million in cash, of which $2.7 million represents indemnity escrows. This acquisition underscores our commitment to streamlining and automating the process of buying and selling insurance, and to supporting a robust life and annuity ecosystem with solutions that enhance workflows among carriers, general agencies, insurance agencies and consumers.

On April 2, 2025, we completed the acquisition of 100 percent of the stock of Nasdaq subsidiary Simplitium Limited ("Simplitium") for a cash purchase price of $19.7 million. The acquisition will provide Verisk clients with access to over 300 third-party models, providing unique, niche views of risk across the globe. The acquisition furthers our expansion in Europe and our goal of helping insurers and claims service providers leverage more holistic data and technology tools to enhance the claims experience.

Description of Dispositions

On December 31, 2025, we sold our 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 non-insurance industries. The sale resulted in a loss of $18.4 million that was included within "Loss on sale of assets, net" in the accompanying consolidated statements of operations for the year ended December 31, 2025. Refer to Note 11. Dispositions and Discontinued Operations for further discussion.

Description of Discontinued Operations

See a description of our 2023 disposition below and within Note 11. Dispositions and Discontinued Operations to our consolidated financial statements included in this annual report on Form 10-K for further discussions.

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.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Consolidated Results of Continuing Operations

Revenues

Revenues were $3,072.7 million for the year ended December 31, 2025compared to $2,881.7 million for the year ended December 31, 2024, an increase of $191.0 million or 6.6%. Our underwriting revenue increased $155.6 million or 7.7%. Our claims revenue increased $35.4 million or 4.1%.

Our revenue by category for the periods presented is set forth below:

		2025				2024				Percentage change				Percentage change excluding recent acquisitions and disposition
		(in millions)
Underwriting		$	2,179.9			$	2,024.3				7.7	%			8.1	%
Claims			892.8				857.4				4.1	%			4.1	%
Total Insurance		$	3,072.7			$	2,881.7				6.6	%			6.9	%

Our recent acquisitions (Simplitium and SuranceBay within the underwriting category of the Insurance segment, and Rocket within the claims category of the Insurance segment) and dispositions (Atmospheric and Environmental Research ("AER") and Verisk Marketing Solutions within the underwriting category of our Insurance segment) resulted in a net decrease in revenue of $4.9 million, while the remaining Insurance revenues increased $195.9 million or 6.9%. Excluding recent acquisitions and dispositions, our underwriting revenue increased $160.7 million or 8.1%, 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. Excluding recent acquisitions and dispositions, our claims revenue increased $35.2 million or 4.1%, primarily due to growth in anti-fraud, property estimating, and casualty solutions.

Cost of Revenues

Cost of revenues was $925.5 million for the year ended December 31, 2025compared to $901.1 million for the year ended December 31, 2024, an increase of $24.4 million or 2.7%. Our recent acquisitions and dispositions accounted for a net decrease of $8.3 million in cost of revenues. The remaining cost of revenues increase of $32.7 million or 3.7% was primarily due to increases in salaries and employee benefits of$21.3 million, information technology expense of $12.8 million, bad debt expense of $4.9 million, professional consulting fees of $1.1 million, rent expense of $0.2 million, and other operating costs of $0.1 million, partially offset by decreases in data costs of $5.4 million, office expense of $1.6 million, and insurance expense of $0.7 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SGA") were $458.2 million for the year ended December 31, 2025 compared to $408.7 million for the year ended December 31, 2024, an increase of $49.5 million or 12.1%. Our recent acquisitions and dispositions accounted for an increase of $17.4 million in SGA primarily due to related transaction and legal expenses. The remaining increase of $32.1 million or 8.0% was primarily due to salaries and employee benefits of $19.9 million, commissions expense of $7.6 million, information technology expense of $4.9 million, professional consulting fees of $4.6 million, and travel expense of $2.0 million, partially offset by a reduction in net losses on the disposal of fixed assets of $4.3 million, decreases in insurance expense of $2.1 million, rent expense of $0.3 million, and other operating costs of $0.2 million.

Depreciation and Amortization of Fixed Assets

Depreciation and amortization of fixed assets was $259.2 million for the year ended December 31, 2025compared to $233.6 million for the year ended December 31, 2024, an increase of $25.6 million or 11.0%. The increase was primarily due to the timing of certain large internally developed software projects that were completed and placed into service in the prior year.

Amortization of Intangible Assets

Amortization of intangible assets was $67.5 million for the year ended December 31, 2025compared to $72.3 million for the year ended December 31, 2024, a decrease of $4.8 million or 6.6%. The decrease was primarily due to intangible assets that were fully amortized in 2024, partially offset by an increase due to our recent acquisitions of $4.6 million.

Loss on sale of assets, net was $18.4 million for the year ended December 31, 2025compared to $12.1 million for the year ended December 31, 2024. The loss in the current year was primarily driven by the loss incurred on the sale of our Verisk Marketing Solutions business.

Net (loss) gain on Early Extinguishment of Debt

Net (loss) gain on early extinguishment of debt was a loss $15.0 million for the year ended December 31, 2025 due to the redemption premium accrual associated with the termination of the 2030 Senior Notes, 2036 Senior Notes, and Term Loan Facility, compared to a gain of $3.6 million for the year ended December 31, 2024 due to a cash tender offer of $400.0 million aggregate principal of our 2025 Senior Notes that was completed on June 7, 2024.

Investment Income and Others, Net

Investment income and others, net was $13.3 million for the year ended December 31, 2025compared to $95.7 million for the year ended December 31, 2024. The decrease was primarily driven by net gains recognized in the prior year related to the settlement of retained interests from the sales of our healthcare business in 2016 and specialized markets business in 2022, partially offset by foreign currency effects associated with transactions conducted in the normal course of business.

Interest Expense, Net

Interest expense, net was $170.9 million for the year ended December 31, 2025compared to $124.6 million for the year ended December 31, 2024, an increase of $46.3 million or 37.2%. The increase was primarily driven by higher interest expense resulting from the issuance of our 2030, 2035, and 2036 Senior Notes in 2025, as well as the $18.9 million amortization in 2025 of the deferred issuance costs associated with the special redemption clause contained within the 2030 Senior Notes and 2036 Senior Notes. These impacts were partially offset by lower interest expense resulting from the repayment of our 2025 Senior Notes in the second quarter of 2025 and higher interest income, in 2025.

Provision for Income Taxes

The provision for income taxes was $263.0 million for the year ended December 31, 2025compared to $277.9 million for the year ended December 31, 2024. The effective tax rate was 22.5% for the year ended December 31, 2025compared to 22.6% for the year ended December 31, 2024. The decrease in the effective tax rate in 2025compared to 2024was primarily due to tax benefits recorded in connection with the sale of our Verisk Marketing Solutions business, offset by lower tax benefits from equity compensation in the current year compared with the prior year.

Net Income Margin

The net income margin for our consolidated results was 29.6% for the year ended December 31, 2025 compared to 33.2% for the year ended December 31, 2024. The decrease in net income margin was primarily driven by net gains realized in the prior year 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, a net gain on the early extinguishment of debt in the prior year, the amortization of deferred issuance costs and original issuance discounts and redemption premium accrual in 2025 associated with the termination of the 2030 Senior Notes, 2036 Senior Notes, and Term Loan Facility, partially offset by a lower tax provision, and the impact of foreign currencies associated with transactions in the normal course of business.

EBITDA Margin ^[1]

EBITDA was $1,668.9 million for the year ended December 31, 2025compared to $1,659.1 million for the year ended December 31, 2024. The EBITDA margin for our consolidated results was 54.3% for the year ended December 31, 2025compared to 57.6% for the year ended December 31, 2024. The decrease in EBITDA margin was primarily driven by net gains realized in the prior year 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, a net gain on the early extinguishment of debt in the prior year, and the accrual in 2025 of the redemption premium related to the termination of the 2030 Senior Notes and 2036 Senior Notes, and Term Loan Facility, partially offset by the impact of foreign currencies associated with transactions in the normal course of business.

^[1] Note: Consolidated EBITDA margin, a non-GAAP measure, is calculated as a percentage of consolidated revenue. A reconciliation from net income to EBITDA is in the table below:

		Year Ended December 31,
		2025				2024
Net income		$	908.3			$	957.5
Less: Gain from discontinued operations, net of tax benefit of $0.0 and $6.8, respectively			-				6.8
Income from continuing operations			908.3				950.7
Depreciation and amortization of fixed assets			259.2				233.6
Amortization of intangible assets			67.5				72.3
Interest expense, net			170.9				124.6
Provision for income taxes			263.0				277.9
EBITDA			1,668.9				1,659.1
Revenue		$	3,072.7			$	2,881.7
EBITDA margin			54.3	%			57.6	%

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Consolidated Results of Continuing Operations

Revenues

Revenues were $2,881.7 million for the year ended December 31, 2024 compared to $2,681.4 million for the year ended December 31, 2023, an increase of $200.3 million or 7.5%. Our underwriting revenue increased $131.6 million or 7.0%. Our claims revenue increased $68.7 million or 8.7%.

Our revenue by category for the periods presented is set forth below:

		2024				2023				Percentage change				Percentage change excluding recent acquisitions, businesses held for sale and disposition
		(in millions)
Underwriting		$	2,024.3			$	1,892.7				7.0	%			7.0	%
Claims			857.4				788.7				8.7	%			7.8	%
Total Insurance		$	2,881.7			$	2,681.4				7.5	%			7.2	%

Our recent acquisitions (Morning Data within the underwriting category of our Insurance segment; Rocket, Mavera and Krug within the claims category of the Insurance segment) and dispositions (AER) within the underwriting category of our Insurance segment) contributed net revenues of $7.4 million, while the remaining Insurance revenues increased $192.9 million or 7.2%. Our underwriting revenue increased $131.9 million or 7.0%, 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 extreme event solutions, underwriting data and analytic solutions, and specialty business solutions. Our claims revenue increased $61.0 million or 7.8%, primarily due to growth in anti-fraud solutions and property estimating solutions.

Cost of Revenue

Cost of revenues was $901.1 million for the year ended December 31, 2024compared to $876.5 million for the year ended December 31, 2023, an increase of $24.6 million or 2.8%. Our recent acquisitions and dispositions accounted for an increase of $6.1 million in cost of revenues, which was primarily related to salaries and employee benefits. The remaining cost of revenues increase of $18.5 million or 2.1% was primarily due to increases in salaries and employee benefits of $8.3 million, information technology expense of $6.9 million, data costs of $6.3 million, bad debt expense of $5.6 million, and fees and membership costs of $0.7 million, partially offset by a decrease in rent expense of $3.3 million, a decrease of $2.2 million on the disposal of fixed assets, $1.5 million gain primarily related to our Jersey City lease modification, decreases in office expense of $0.8 million, insurance expense of $0.7 million, professional consulting fees of $0.5 million, and other operating costs of $0.3 million.

Selling, General and Administrative Expenses

Selling, general and administrative expenses ("SGA") were $408.7 million for the year ended December 31, 2024 compared to $391.8 million for the year ended December 31, 2023, an increase of $16.9 million or 4.3%. Our recent acquisitions and dispositions accounted for an increase of $22.7 million in SGA. This increase was primarily due to an acquisition-related earn-out credit of $20.0 million in the prior year that did not recur in the current period. The offsetting decrease of $5.8 million or 1.4% was primarily due to a prior year litigation reserve expense of $38.2 million related to our former Financial Services segment, decreases in fees and membership costs of $3.2 million, bad debt expense of $1.1 million, and other operating costs of $1.2 million, partially offset by an increase in professional consulting fees of $15.8 million, salaries and employee benefits of $12.3 million, a $6.5 million loss on the disposal of assets primarily due to a write-off of leasehold improvements related to our lease modification, increases in insurance expense of $2.0 million, and information technology expense of $1.3 million.

Depreciation and Amortization of Fixed Assets

Depreciation and amortization of fixed assets was $233.6 million for the year ended December 31, 2024compared to $206.8 million for the year ended December 31, 2023, an increase of $26.8 million or 13.0%. The increase was primarily due to the timing of certain large internally developed software projects that were completed and placed into service in the prior year, partially offset by a decrease due to our recent disposition of $0.3 million.

Amortization of Intangible Assets

Amortization of intangible assets was $72.3 million for the year ended December 31, 2024compared to $74.6 million for the year ended December 31, 2023, a decrease of $2.3 million or 3.1%. The decrease was primarily due to intangible assets that were fully amortized, partially offset by an increase due to our recent acquisition of $0.3 million.

Other Operating loss (income)

Other operating loss (income) was $12.1 million for the year ended December 31, 2024compared to $0.0 million for the year ended December 31, 2023. The loss in the current year was driven by the sale of AER.

Investment Income (Loss) and Others, Net

Investment income (loss) and others, net wasa gain of $95.7 million for the year ended December 31, 2024compared to a loss 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, net

Interest expense was $124.6 million for the year ended December 31, 2024compared 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.

Provision for Income Taxes

The provision for income taxes was $277.9 million for the year ended December 31, 2024 compared to $258.8 million for the year ended December 31, 2023. The effective tax rate was 22.6% for the year ended December 31, 2024 compared to 25.2% for the year ended December 31, 2023. The decrease in the effective tax rate in 2024 compared to 2023 was primarily due to tax charges incurred in structuring the sale of our Energy business in the prior year, as well as additional tax benefits recorded for capital losses that we were able to recognize due to capital gains arising from the settlement of our investments in non-public companies in the current year.

Net Income Margin

The net income margin for our consolidated results was 33.2% for the year ended December 31, 2024compared to 22.9% for the year ended December 31, 2023. The increase in net income margin 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, the early extinguishment of debt, discussed above, and a prior year litigation reserve expense related to our former Financial Services segment, partially offset by the loss recognized on the sale of AER. The net income margin for December 31, 2023 included a loss from discontinued operations of $154.0 million, which negatively impacted our net income margin by 5.7%.

EBITDA Margin [1]

EBITDA was $1,659.1 million for the year ended December 31, 2024 compared to $1,424.1 million for the year ended December 31, 2023. The EBITDA margin for our consolidated results was 57.6% for the year ended December 31, 2024 compared to 53.1% for the year ended December 31, 2023. The increase was primarily driven by strong revenue growth and cost discipline, a prior year litigation reserve expense related to our former Financial Services segment, and net gains associated with the prior sales of our healthcare business in 2016 and our specialized markets business in 2022.

[1] Note: Consolidated EBITDA margin, a non-GAAP measure, is calculated as a percentage of consolidated revenue. A reconciliation from net income to EBITDA is in the table below:

		Year Ended December 31,
		2024				2023
Net income		$	957.5			$	614.4
Less: Gain (loss) from discontinued operations, net of tax benefit (expense) of $6.8 and $(12.6), respectively			6.8				(154.0	)
Income from continuing operations			950.7				768.4
Depreciation and amortization of fixed assets			233.6				206.8
Amortization of intangible assets			72.3				74.6
Interest expense, net			124.6				115.5
Provision for income taxes			277.9				258.8
EBITDA			1,659.1				1,424.1
Revenue		$	2,881.7			$	2,681.4
EBITDA margin			57.6	%			53.1	%

Quarterly Results of Operations

The following tables set forth our quarterly unaudited consolidated statement of operations data for each of the eight quarters in the period ended December 31, 2025. In management's opinion, the quarterly data has been prepared on the same basis as the audited consolidated financial statements and includes all adjustments necessary to fairly state the periods presented.

		March 31,				June 30,				September 30,				December 31,
		2025
		(in millions, except for per share data)
Statement of operations data:
Revenues		$	753.0			$	772.6			$	768.3			$	778.8
Cost of revenue			230.8				229.5				229.5				235.7
Operating income			330.1				354.3				345.9				313.6
Net income attributable to Verisk			232.3				253.3				225.5				197.2
Basic earnings per share:
Net income attributable to Verisk		$	1.66			$	1.81			$	1.62			$	1.42
Diluted earnings per share:
Net income attributable to Verisk		$	1.65			$	1.81			$	1.61			$	1.42

		March 31,				June 30,				September 30,				December 31,
		2024
		(in millions, except for per share data)
Statement of operations data:
Revenues		$	704.0			$	716.8			$	725.3			$	735.6
Cost of revenue			227.8				219.4				223.4				230.5
Operating income			307.4				318.7				311.5				316.3
Income from continuing operations			219.4				307.8				220.0				203.5
Net income attributable to Verisk			219.6				308.1				220.1				210.4
Basic earnings per share:
Income from continuing operations		$	1.53			$	2.16			$	1.55			$	1.45
Net income attributable to Verisk		$	1.53			$	2.16			$	1.55			$	1.50
Diluted earnings per share:
Income from continuing operations		$	1.52			$	2.15			$	1.54			$	1.44
Net income attributable to Verisk		$	1.52			$	2.15			$	1.54			$	1.49

Liquidity and Capital Resources

As of December 31, 2025 and 2024, we had cash and cash equivalents and available-for-sale securities totaling $2,178.9 million and $292.5 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 December 31, 2025 and December 31, 2024, 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 historically managed the business with a working capital deficit due to the fact that, as described above, we offer our solutions and services primarily through annual subscriptions or long-term contracts, which are generally prepaid quarterly or annually in advance of the services being rendered. When cash is received for prepayment of invoices, we record an asset (cash and cash equivalents) on our balance sheet with the offset recorded as a liability (deferred revenues). This current liability is deferred revenue that does not require a direct cash outflow since our customers have prepaid and are obligated to purchase the services. In most businesses, growth in revenue typically leads to an increase in the accounts receivable balance causing a use of cash as a company grows. Unlike these businesses, our cash position is favorably affected by revenue growth, which results in a source of cash due to our customers prepaying for most of our services.

Our capital expenditures for the years ended December 31, 2025, 2024, and 2023 were $244.1 million, $223.9 million, and $230.0 million, respectively. Expenditures related to developing and enhancing our solutions are predominately related to internal-use software and are capitalized in accordance with ASC 350-40, Internal-use Software ("ASC 350-40").

We have historically used a portion of our cash for repurchases of our common stock from our stockholders. For the years ended December 31, 2025, 2024, and 2023, we repurchased $624.0 million, $1,005.0 million, and $2,762.3 million, respectively, of our common stock. For the years ended December 31, 2025, 2024, and 2023, we also paid dividends of $251.1 million, $221.3 million, and $196.8 million, respectively.

Financing and Financing Capacity

We had total debt, excluding finance lease obligations, unamortized discounts and premium, and debt issuance costs, of $4,750.0 million and $3,050.0 million at December 31, 2025 and 2024, respectively. The debt at December 31, 2025primarily consists of senior notes issued in 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 "Long-term debt" in the accompanying consolidated balance sheets, and will be amortized to "Interest expense, net" in the accompanying consolidated statements of operations within this Form 10-K over the life of the respective senior note. 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 15. Debt for additional information on our financing activities.

We had a syndicated revolving credit facility ("Syndicated Revolving Credit Facility") with a borrowing capacity of $1,000.0 million with Bank of America N.A., HSBC Bank USA, N.A., JP Morgan Chase Bank, N.A., Wells Fargo Bank, National Association, Citibank, N.A., Morgan Stanley Bank, N.A., TD Bank, N.A., Goldman Sachs Bank USA, and the Northern Trust Company with a maturity date of April 5, 2028. On August 15, 2025, we entered into the Third Amended and Restated Credit Agreement (the "Amendment and Restatement") which amended and restated the Syndicated Revolving Credit Facility. The Amendment and Restatement increased our borrowing capacity to $1,250.0 million and extended the maturity date of the Syndicated Revolving Credit Facility to August 15, 2030. Interest on borrowings under the Amendment and Restatement is payable at an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. A commitment fee on any unused commitment is payable periodically and may range from 8.0 to 17.5 basis points based upon our public debt rating. The Syndicated Revolving Credit Facility, as amended and restated by the Amendment and Restatement, also contains certain financial and other covenants that, among other things, impose certain restrictions on indebtedness, liens, dispositions, fundamental changes, and use of proceeds. The financial covenants require that, at the end of any fiscal quarter, we have a consolidated interest coverage ratio of at least 3.00 to 1.00, we have a consolidated funded debt leverage ratio of no more 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. 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"). In connection with the Amendment and Restatement, we incurred additional debt issuance costs of $1.0 million, which will be amortized to 'Interest expense' within the accompanying consolidated statements of operations over the remaining life of the Syndicated Revolving Credit Facility. As of December 31, 2025, we were in compliance with all financial and other debt covenants under our Syndicated Revolving Credit Facility. As of December 31, 2025 and 2024, the available capacity under the Syndicated Revolving Credit Facility was $1,245.4 million and $995.4 million, which takes into account outstanding letters of credit of $4.6 million, respectively.

On August 15, 2025, we also entered into a $750.0 million Term Credit Agreement (the "Term Loan Facility") with Bank of America N.A. The Term Loan Facility had a maturity date of August 15, 2028 and carried an interest rate of SOFR plus 100.0 to 162.5 basis points, depending upon our public debt rating. The Term Loan Facility also contained certain financial and other covenants that, among other things, imposed certain restrictions on indebtedness, liens, dispositions, fundamental changes, and use of proceeds. The financial covenants required that, we have a consolidated interest rate coverage ratio of at least 3.00 to 1.00, and a consolidated funded debt leverage ratio of no more 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. In connection with the Term Loan Facility, we incurred additional debt issuance costs of $5.8 million, which was amortized to "Interest expense, net" within the accompanying consolidated statements of operations over the remaining life of the Term Loan Facility. Pursuant to the terms of the Term Credit Agreement, the Term Loan Facility included a termination or reduction of commitments provision pursuant to which the lenders' commitments were subject to automatic termination upon the occurrence of the commitment termination date, which occurred on December 26, 2025 upon the termination of the acquisition agreement for the AccuLynx acquisition in accordance with its terms and, as a result, the commitment of each lender automatically terminated on such date, and the Term Loan Facility was terminated in full on December 26, 2025. Refer to Note 15. Debt for more information.

Cash Flow

The following table summarizes our cash flow data for the years ended December 31:

		2025				2024				2023
		(in millions)
Net cash provided by operating activities		$	1,436.0			$	1,144.0			$	1,060.7
Net cash (used in) provided by investing activities		$	(358.1	)		$	(124.8	)		$	2,746.5
Net cash provided by (used in) financing activities		$	795.2			$	(1,028.5	)		$	(3,786.5	)

Operating Activities

Net cash provided by operating activities was $1,436.0 million for the year ended December 31, 2025 compared to $1,144.0 million for the year ended December 31, 2024, an increase of $292.0 million, or 25.5%. The increase in operating cash flow was due to an increase in operating profit, the timing of certain cash tax payments, and higher interest income earned on cash balances.

Net cash provided by operating activities was $1,144.0 million for the year ended December 31, 2024 compared to $1,060.7 million for the year ended December 31, 2023, an increase of $83.3 million, or 7.9%. The increase in operating cash flow was due to an increase in operating profit, offset by an increase in interest payments.

Investing Activities

Net cash used in investing activities of $358.1 million for the year ended December 31, 2025 was primarily related to capital expenditures of $244.1 million, acquisitions of $184.8 million, investments in non-public companies of $6.5 million, and escrow funding associated with acquisitions of $2.7 million, partially offset by proceeds from sale of our Verisk Marketing Solutions business of $80.0 million.

Net cash used in investing activities of $124.8 million for the year ended December 31, 2024 was primarily related to capital expenditures of $223.9 million and acquisitions, including a purchase of an additional controlling interest totaling $23.4 million, and investments in nonpublic companies of $1.0 million, partially offset by proceeds received upon settlement of our retained interests related to the prior sales of our healthcare business in 2016 and our specialized markets business in 2022 of $113.3 million, proceeds from sale of the AER Company of $6.4 million, and an escrow release associated with acquisitions of $3.8 million.

Net cash provided by investing activities of $2,746.5 million for the year ended December 31, 2023was primarily related to proceeds from the sale of our Energy business of $3,066.4 million, partially offset by capital expenditures of $230.0 million, and acquisitions, including escrow funding of $87.1 million.

Financing Activities

Net cash provided by financing activities of $795.2 million for the year ended December 31, 2025 was primarily driven by the proceeds from the issuance of short-term debt of $1,497.9 million, proceeds from the issuance of long-term debt of $698.3 million, and proceeds from stock options exercised of $56.9 million, partially offset by repurchases of common stock of $624.0 million, repayments of the current portion of long-term debt of $500.0 million, dividends paid of $251.1 million, the net share settlement of taxes from restricted stock and performance share awards of $26.7 million, payment of debt issuance costs of $25.4 million, payment of excise tax of $7.6 million, and other financing activities of $23.1 million.

Net cash used in financing activities of $1,028.5 million for the year ended December 31, 2024 was primarily driven by the funding of $1,050.0 million of accelerated share repurchase programs, the payment on the early extinguishment of debt of $396.4 million, dividends paid of $221.3 million, and a payment of excise tax of $25.2 million, partially offset by the proceeds from the issuance of long-term debt, $590.2 million from the proceeds of loan-term debt net of original issuance discount, and proceeds from stock options exercised of $124.8 million.

Net cash used in financing activities of $3,786.5 million for the year ended December 31, 2023was primarily driven by the funding of $2,799.8 million in share repurchases, repayments of debt under our revolving credit and bilateral credit facilities of $1,265.0 million, and dividend payments of $196.8 million, partially offset by the proceeds from the issuance of our 2033 Senior Notes of $495.2 million, and proceeds from stock options exercised of $141.9 million.

Contractual Obligations

The following table summarizes our contractual obligations at December 31, 2025 and the future periods in which such obligations are expected to be settled in cash:

		Payments Due by Period
		Total				Less than 1 year				2-3 years				4-5 years				More than 5 years
		(in millions)
Contractual obligations
Long-term debt, current portion of long-term debt, and interest		$	6,201.7			$	1,623.4			$	244.8			$	820.0			$	3,513.5
Operating leases			185.4				32.4				62.4				56.2				34.4
Pension and postretirement plans (1)			10.3				1.3				2.9				2.1				4.0
Finance lease obligations			27.1				12.7				14.4				-				-
Total (2)		$	6,424.5			$	1,669.8			$	324.5			$	878.3			$	3,551.9

	(1)	Our funding policy is to contribute at least equal to the minimum legal funding requirement.
	(2)	Unrecognized tax benefits of approximately $8.6 million have been recorded as liabilities in accordance with ASC 740, Income Taxes which have been omitted from the table above, and we are uncertain as to if or when such amounts may be settled, with the exception of those amounts subject to a statute of limitation, related to the unrecognized tax benefits, we also have recorded a liability for potential penalties and interest of $1.2 million.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue 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.

Stock-Based Compensation

Stock-based compensation cost, including nonqualified stock options, restricted stock, performance share units tied to the achievement of certain market performance conditions, namely relative total shareholder return as compared to the S&P 500 index ("TSR-based PSU's"), and performance share units tied to the achievement of certain financial performance conditions, namely incremental return on invested capital ("ROIC-based PSUs"), is measured at the grant date, based on the fair value of the awards granted, and is recognized as expense over the requisite service period. The fair value of stock options is measured using a Black-Scholes option-pricing model, which requires the use of several estimates, including expected term, expected risk-free interest rate, expected volatility, and expected dividend yield. The stock options have an exercise price equal to the adjusted closing price of our common stock on the grant date with a ten-year contractual term. The fair value of the restricted stock is determined using the closing price of our common stock on the grant date. The restricted stock is not assignable or transferable until it becomes vested. The fair value of TSR-based PSUs is determined on the grant date using the Monte Carlo Simulation model and their ultimate achievement is based on relative total shareholder return as compared to the companies that compromise the S&P 500 index. The fair value of ROIC-based PSUs is determined on the closing price of our common stock on the grant date and their ultimate achievement is tied to incremental return on invested capital based on net operating profit. Each of the TSR-based PSUs and ROIC-based PSUs has a three-year performance period, subject to the recipient's continued service. Each PSU represents the right to receive one share of our common stock and the ultimate realization is based on our achievement of certain market and financial performance criteria and may range from 0% to 200% of the recipient's target levels of 100% established on the grant date.

Option grants and restricted stock awards are generally expensed ratably over the four-year vesting period. PSUs are generally expensed ratably over the three-year vesting period. We follow the substantive vesting period approach which requires that stock-based compensation expense be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service.

We estimate expected forfeitures of equity awards at the date of grant and recognize compensation expense only for those awards expected to vest. The forfeiture assumption is ultimately adjusted to the actual forfeiture rate.

Internally Developed Software

Goodwill and Intangibles

As of December 31, 2025, we had goodwill of $1,878.2 million, which represents 30.3% of our total assets. Goodwill and intangible assets with indefinite lives are subject to impairment testing annually as of June 30, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. When evaluating goodwill for impairment, we may decide to first perform a qualitative assessment, or "Step Zero" impairment test, to determine whether it is more likely than not that impairment has occurred. The qualitative assessment includes a review of macroeconomic conditions, industry and market considerations, internal cost factors, and our own overall financial and share price performance, among other factors. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the carrying amount of our reporting units exceeds their fair value, we perform a quantitative assessment and calculate the estimated fair value of the respective reporting unit. If the carrying amount of a reporting unit's goodwill exceeds the fair value of that goodwill, an impairment loss is recognized. As of June 30, 2025, we completed our Step Zero impairment test at the reporting unit level and determined it was not more likely than not that the carrying values of our reporting units exceeded their fair values. We did not recognize any additional impairment charges related to our goodwill and indefinite-lived intangible assets. Subsequent to the test performed on June 30, 2025, we continued to monitor these reporting units for events that would trigger an interim impairment test; we did not identify any such events.

We allocate the fair value of the purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. The estimates used in valuing the intangible assets are determined with the assistance of third-party specialists, a discounted cash flow analysis and estimates made by management. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Pension and Postretirement

The expected return on plan assets is determined by taking into consideration our analysis of our actual historical investment returns to a broader long-term forecast adjusted based on our target investment allocation, and the current economic environment. Our pension asset investment guidelines target an investment portfolio allocation of 60% debt securities and 40% equity securities. As of December 31, 2025, the pension plan assets were allocated 58.8% debt securities, 35.9% equity securities, 4.9% real estate and 0.4% other. The VEBA Plan target allocation is 100% debt securities. We have used our target investment allocation to derive the expected return as we believe this allocation will be retained on an ongoing basis that will be commensurate with the projected cash flows of the plan. The expected return for each investment category within our target investment allocation is developed using average historical rates of return for each targeted investment category, considering the projected cash flow of the qualified pension plan and postretirement plan. The difference between this expected return and the actual return on plan assets is generally deferred and recognized over subsequent periods through future net periodic benefit (credits) costs. We believe these considerations provide the basis for reasonable assumptions with respect to the expected long-term rate of return on plan assets.

When actual plan experience differs from the assumptions used, actuarial gains or losses arise. We amortize, as a component of annual pension expense, total outstanding actuarial gains or losses over the estimated average expected remaining lifetime of plan participants to the extent that the gain/loss exceeds 10% of the greater of the beginning-of-year projected benefit obligation or the market-related value of plan assets. For our pension and postretirement plans, the total actuarial losses as of December 31, 2025 that have not been recognized in annual expense are $111.0 million and $2.4 million, respectively, and we expect to recognize a net periodic pension and postretirement expenses of $3.6 million and $0.3 million, respectively, in 2026 related to the amortization of actuarial losses.

A one percent change in discount rate and future rate of return on plan assets would have the following effects:

		Pension																Postretirement
		1% Decrease								1% Increase								1% Decrease								1% Increase
		Benefit (Credit) Cost				Projected Benefit Obligation				Benefit (Credit) Cost				Projected Benefit Obligation				Benefit (Credit) Cost				Projected Benefit Obligation				Benefit (Credit) Cost				Projected Benefit Obligation
Discount Rate		$	(0.5	)		$	23.4			$	0.4			$	(20.4	)		$	-			$	0.1			$	-			$	(0.1	)
Expected Rate of Return on Assets		$	3.9			$	-			$	(3.9	)		$	-			$	0.1			$	-			$	(0.1	)		$	-

Income Taxes

In projecting future taxable income, we develop assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we use to manage the underlying businesses. The calculation of our tax liabilities also involves dealing with uncertainties in the application and evolution of complex tax laws and regulations in other jurisdictions.

We account for uncertain tax positions in accordance with Accounting for Uncertainty in Income Taxes - an interpretation of ASC 740, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this interpretation, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position.

We recognize and adjust our liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

As of December 31, 2025, we have gross federal, state, and foreign income tax net operating loss carryforwards of $48.6 million, which will expire at various dates from 2026 through 2045. Such net operating loss carryforwards expire as follows:

Years Ending			(in millions)
2026 - 2033			$	15.4
2034 - 2038				2.2
2039 - 2045				31.0
Total			$	48.6

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, refer to Note 2(s) to the audited consolidated financial statements included in this annual report on Form 10-K.