Verisk Analytics, Inc. Stock Compensation Disclosure
401K and Stock Ownership Plan ("KSOP")
We have established the KSOP for the benefit of eligible employees in the U.S. and Puerto Rico. The KSOP includes both an employee savings component and an employee stock ownership component. The purpose of the combined plan is to enable our employees to participate in a tax-deferred savings arrangement under Internal Revenue Service Code Sections 401(a) and 401(k) (the “Code”), and to provide our employees equity participation through the employee stock ownership plan (“ESOP”) accounts.
Under the KSOP, eligible employees may make pre-tax and after-tax cash contributions as a percentage of their compensation, subject to certain limitations under the applicable provisions of the Code. The maximum pre-tax contribution that can be made to the 401(k) account as determined under the provisions of Code Section 401(g) is $23.5 thousand for 2025, $23.0 thousand for 2024, and $22.5 thousand for 2023. Certain eligible participants (age 50 and older) may contribute an additional $7.5 thousand for 2025, 2024, and 2023. After-tax contributions are limited to 10.0% of a participant’s compensation. Effective January 1, 2019, we increased the matching contributions to 100.0% of the first 6.0% of the participant’s contribution. The 401(k) matching contributions under the KSOP for the years ended December 31, 2025, 2024, and 2023, were $33.3 million, $33.8 million, and $32.4 million, respectively, which, at our option, were funded in cash.
In 2005, we established the ISO Profit Sharing Plan (the “Profit Sharing Plan”), a defined contribution plan, to replace the qualified pension plan for all eligible employees hired on or after March 1, 2005. The Profit Sharing Plan is a component of the KSOP. Eligible employees participated in the Profit Sharing Plan if they completed hours of service each plan year and were employed on December 31 of that year. We can make a discretionary contribution to the Profit Sharing Plan based on our annual performance. Participants vest once they have completed years and hours of service. For the years ended December 31, 2025, 2024, and 2023, there were no profit sharing contributions.
Equity Compensation Plans
All of our outstanding stock options, restricted stock awards, deferred stock units, and PSUs are covered under our Verisk Analytics Inc. 2021 Equity Incentive Plan ("2021 Incentive Plan"). Awards under our 2021 Incentive Plan may include one or more of the following types: (i) stock options (both nonqualified and incentive stock options), (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance awards, (vi) other share-based awards and (vii) cash. Employees, non-employee directors, and consultants are eligible for awards under our 2021 Incentive Plan. We transferred common stock under these plans from our treasury shares. As of December 31, 2025, there were 12,185,347 shares of common stock reserved and available for future issuance under our 2021 Incentive Plan. Cash received from stock option exercises for the years ended December 31, 2025 and December 31, 2024 was $56.9 million and $124.8 million, respectively. We issued common stock under these plans from our treasury shares. We have granted equity awards to key employees and directors. The ultimate realization of the PSUs may range from 0% to 200% of the recipient’s target levels established on the grant date.
A summary of the status of the stock options, restricted stock, and PSUs awarded under our 2021 Incentive Plan as of December 31, 2025, 2024, and 2023 and changes during the years are presented below.
| Stock Option | Restricted Stock | PSU | ||||||||||||||||||||||||||
| Weighted | Weighted | |||||||||||||||||||||||||||
| Weighted | Average | Average | ||||||||||||||||||||||||||
| Average | Aggregate | Grant Date | Grant Date | |||||||||||||||||||||||||
| Number | Exercise | Intrinsic | Number | Fair Value | Number | Fair Value | ||||||||||||||||||||||
| of Options | Price | Value | of Shares | Per Share | of Shares | Per Share | ||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||
| Outstanding at January 1, 2023 | 4,023,816 | $ | 132.90 | $ | 193.3 | 307,575 | $ | 182.07 | 199,494 | $ | 195.34 | |||||||||||||||||
| Granted | 211,945 | $ | 185.29 | 194,236 | $ | 185.22 | 48,486 | $ | 212.86 | |||||||||||||||||||
| Dividend reinvestment | — | $ | — | — | $ | — | 1,142 | N/A | ||||||||||||||||||||
| Exercised or lapsed | (1,295,815 | ) | $ | 108.85 | $ | 118.1 | (178,602 | ) | $ | 179.39 | (45,997 | ) | $ | 192.93 | ||||||||||||||
| Canceled, expired or forfeited | (227,436 | ) | $ | 187.56 | (32,170 | ) | $ | 183.25 | (21,889 | ) | $ | 207.27 | ||||||||||||||||
| Outstanding at December 31, 2023 | 2,712,510 | $ | 143.91 | $ | 257.6 | 291,039 | $ | 186.28 | 181,236 | $ | 199.62 | |||||||||||||||||
| Granted | 203,884 | $ | 237.10 | 155,304 | $ | 237.93 | 47,838 | $ | 265.94 | |||||||||||||||||||
| Dividend reinvestment | — | $ | — | — | $ | — | 1,073 | N/A | ||||||||||||||||||||
| Exercised or lapsed | (976,351 | ) | $ | 127.80 | $ | 124.8 | (120,287 | ) | $ | 188.06 | (47,821 | ) | $ | 210.07 | ||||||||||||||
| Canceled, expired or forfeited | (29,710 | ) | $ | 199.81 | (18,515 | ) | $ | 207.81 | (1,870 | ) | $ | 210.07 | ||||||||||||||||
| Outstanding at December 31, 2024 | 1,910,333 | $ | 161.16 | $ | 218.3 | 307,541 | $ | 210.62 | 180,456 | $ | 205.10 | |||||||||||||||||
| Granted | 217,969 | $ | 273.52 | 159,200 | $ | 278.72 | 46,225 | $ | 309.25 | |||||||||||||||||||
| Dividend reinvestment | — | $ | — | — | $ | — | 999 | N/A | ||||||||||||||||||||
| Exercised or lapsed | (418,936 | ) | $ | 137.04 | $ | 64.2 | (124,831 | ) | $ | 211.80 | (84,592 | ) | $ | 167.90 | ||||||||||||||
| Canceled, expired or forfeited | (33,026 | ) | $ | 231.98 | (19,963 | ) | $ | 234.60 | (7,172 | ) | $ | 258.08 | ||||||||||||||||
| Outstanding at December 31, 2025 | 1,676,340 | $ | 180.40 | $ | 72.6 | 321,947 | $ | 242.66 | 135,916 | $ | 262.39 | |||||||||||||||||
| Exercisable at December 31, 2025 | 1,178,052 | $ | 156.76 | $ | 78.8 | |||||||||||||||||||||||
| Exercisable at December 31, 2024 | 1,345,181 | $ | 142.14 | $ | 179.3 | |||||||||||||||||||||||
| Nonvested at December 31, 2025 | 498,288 | 321,947 | 135,916 | |||||||||||||||||||||||||
| Expected to vest at December 31, 2025 | 416,181 | 283,450 | 112,120 | (1) | ||||||||||||||||||||||||
_______________
| (1) | Includes estimated performance achievement |
The fair value of our stock options granted was estimated on the date of grant using a Black-Scholes option valuation model that uses the weighted-average assumptions noted in the following table during the years ended December 31:
| 2025 | 2024 | 2023 | ||||||||||
| Option pricing model | Black-Scholes | Black-Scholes | Black-Scholes | |||||||||
| Weighted average grant price | $ | 273.52 | $ | 237.10 | $ | 185.29 | ||||||
| Expected volatility | 22.00 | % | 23.51 | % | 27.28 | % | ||||||
| Risk-free interest rate | 4.35 | % | 3.89 | % | 3.77 | % | ||||||
| Expected term in years | 3.5 | 3.7 | 4.0 | |||||||||
| Dividend yield | 0.62 | % | 0.66 | % | 0.66 | % | ||||||
| Weighted average grant date fair value per stock option | $ | 59.19 | $ | 53.45 | $ | 48.14 | ||||||
A summary of the status of our nonvested options and changes are presented below:
| Number of Options | Weighted Average Grant-Date Fair Value Per Option | |||||||
| Nonvested balance at January 1, 2023 | 1,321,741 | $ | 34.65 | |||||
| Granted | 211,945 | $ | 52.69 | |||||
| Vested | (540,993 | ) | $ | 33.08 | ||||
| Cancelled or expired | (227,436 | ) | $ | 38.03 | ||||
| Nonvested balance at December 31, 2023 | 765,257 | $ | 39.74 | |||||
| Granted | 203,884 | $ | 53.75 | |||||
| Vested | (374,279 | ) | $ | 36.67 | ||||
| Cancelled or expired | (29,710 | ) | $ | 44.34 | ||||
| Nonvested balance at December 31, 2024 | 565,152 | $ | 46.59 | |||||
| Granted | 217,969 | $ | 59.19 | |||||
| Vested | (251,807 | ) | $ | 60.07 | ||||
| Cancelled or expired | (33,026 | ) | $ | 52.30 | ||||
| Nonvested balance at December 31, 2025 | 498,288 | $ | 53.10 | |||||
Intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the quoted price of our common stock as of the reporting date. Excess tax benefits of $18.3 million, $27.3 million, and $20.6 million from exercised stock options were recorded as income tax benefit in our accompanying consolidated statements of operations for the years ended December 31, 2025, 2024, and 2023, respectively. Stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 was $54.2 million, $47.9 million, and $54.0 million, respectively. As of December 31, 2025, the weighted average remaining contractual terms were 5.4 and 4.3 years for outstanding and exercisable stock options, respectively. As of December 31, 2024, the weighted average remaining contractual terms were 5.5 years and 4.5 years for outstanding and exercisable stock options, respectively.
As of December 31, 2025, there was $84.3 million of total unrecognized compensation cost, exclusive of the impact of vesting upon retirement eligibility, related to nonvested share-based compensation arrangements granted under our 2021 Incentive Plan. That cost is expected to be recognized over a weighted-average period of 2.34 years.
Our U.K. Sharesave Plan offers qualifying employees in the United Kingdom the opportunity to own shares of our common stock. Employees who elect to participate are granted stock options, of which the exercise price is equal to the average of the closing price on the five trading days immediately preceding the plan invitation date discounted by 5%, and enter into a savings contract, the proceeds of which are then used to exercise the options upon the -year maturity of the savings contract. During the years ended December 31, 2025, 2024, and 2023, we granted 3,640, 3,268, and 5,144 stock options under the U.K. Sharesave Plan at a discounted exercise price of $254.10, $257.05, and $227.65, respectively. As of December 31, 2025, there were 436,408 shares of common stock reserved and available for future issuance under our U.K. Sharesave Plan.
We also offer eligible employees the opportunity to participate in an ESPP. Under our ESPP, participating employees may authorize payroll deductions of up to 20.0% of their regular base salary and up to 50.0% of their short-term incentive compensation, both of which in total may not exceed $25.0 thousand in any calendar year, to purchase shares of our common stock at a 5.0% discount of its fair market value at the time of purchase. In accordance with ASC 718, our ESPP is noncompensatory as the purchase discount is 5.0% or less from the fair market value, substantially all employees that meet limited employment qualifications may participate, and it incorporates no option features. During the years ended December 31, 2025, 2024, and 2023, we issued 18,234, 16,964, and 18,636 shares of common stock at a weighted average discounted price of $255.63, $247.44, and $209.68, respectively. As of December 31, 2025, there were 1,142,061 shares of common stock reserved and available for future issuance under our ESPP.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.