CRD-A.NYSECrawford & CO

10-K/A: Crawford & Company Amends 10-K, Reports 2025 Profit Decline

Sentiment:

Annual Report Amendment


Crawford & Company filed an amended annual report for fiscal year 2025, revealing a significant drop in net income and revenues, alongside a CEO transition and a new restructuring plan.

Worse than expectedNet income attributable to shareholders decreased by 26.2% in 2025 compared to 2024.Total revenues decreased by 2.2% in 2025 compared to 2024.Earnings Per Share (Diluted Class A) decreased by 26.4% in 2025 compared to 2024.The company incurred $13,996,000 in restructuring and other costs in 2025.U.S. income before income taxes saw a substantial decline from $21,429,000 in 2024 to $1,902,000 in 2025.

Summary

  • This Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, primarily to correct an incorrect report date in Ernst & Young LLP's report and consent, and to include new certifications.
  • Net Income Attributable to Shareholders of Crawford & Company decreased to $19,634,000 in 2025 from $26,596,000 in 2024.
  • Total Revenues declined to $1,310,827,000 in 2025 from $1,340,970,000 in 2024.
  • Earnings Per Share (Diluted Class A) fell to $0.39 in 2025 from $0.53 in 2024.
  • The company incurred $13,996,000 in restructuring and other costs in 2025 to improve operational efficiencies.
  • Net cash provided by operating activities significantly increased to $101,847,000 in 2025 from $51,619,000 in 2024.
  • Long-term debt and finance leases, less current installments, decreased to $150,593,000 in 2025 from $200,315,000 in 2024.
  • CEO Rohit Verma resigned on December 31, 2025, with W. Bruce Swain appointed interim President and CEO effective January 1, 2026.
  • A segment realignment will be effective January 1, 2026, changing reportable segments to U.S. Property & Casualty, Broadspire, and International Operations.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a challenging period marked by declining profitability and revenues, offset partially by strong operating cash flow and debt reduction. The restructuring and CEO change introduce uncertainty, warranting a cautious outlook.

Positives

  • Net cash provided by operating activities more than doubled to $101,847,000 in 2025 from $51,619,000 in 2024.
  • Long-term debt and finance leases, less current installments, decreased by approximately $49.7 million to $150,593,000 in 2025 from $200,315,000 in 2024.
  • Shareholders' Investment Attributable to Shareholders of Crawford & Company increased to $173,093,000 in 2025 from $157,210,000 in 2024.
  • Cash dividends per share for both Class A and Class B Common Stock increased to $0.29 in 2025 from $0.28 in 2024.
  • Accumulated other comprehensive loss improved (reduced negative balance) from $(217,125,000) in 2024 to $(201,740,000) in 2025.
  • No goodwill impairment was identified as of December 31, 2025, 2024, and 2023.
  • The company was in compliance with financial covenants under its Credit Facility as of December 31, 2025.

Negatives

  • Net Income Attributable to Shareholders of Crawford & Company decreased by 26.2% to $19,634,000 in 2025 from $26,596,000 in 2024.
  • Total Revenues decreased by 2.2% to $1,310,827,000 in 2025 from $1,340,970,000 in 2024.
  • Earnings Per Share (Diluted Class A) decreased by 26.4% to $0.39 in 2025 from $0.53 in 2024.
  • The Platform Solutions segment experienced a significant revenue decline of 30.5% to $120,757,000 in 2025 from $173,671,000 in 2024.
  • North America Loss Adjusting revenues before reimbursements decreased by 2.3% to $304,887,000 in 2025 from $312,158,000 in 2024.
  • U.S. income before income taxes dramatically decreased to $1,902,000 in 2025 from $21,429,000 in 2024.
  • Incurred $13,996,000 in restructuring and other costs in 2025, including asset impairments, lease termination costs, and severance.
  • A one-time indirect tax expense of $3,122,000 was incurred in 2025 due to foreign tax administrative guidance.

Risks

  • Failure to meet financial covenant requirements (maximum leverage ratio and minimum interest coverage ratio) under the Credit Facility could lead to default, termination of loan commitments, and acceleration of loans.
  • Actual results could differ materially from management's estimates and assumptions used in financial statements, particularly for revenue recognition, allowance for expected credit losses, and self-insured risks.
  • Changes in market conditions or other factors could have a material effect on the estimated fair values used in goodwill impairment testing.
  • Inherent uncertainties related to assumptions used in defined benefit pension plan calculations (e.g., long-term rates of return, discount rates) could lead to actual funding obligations differing materially from estimates.
  • Litigation or regulatory matters, including claims by insureds, claimants, or for indemnification, could divert management's time and attention and result in substantial costs, materially affecting business, financial condition, or results of operations.
  • Subject to numerous federal, state, and foreign labor, employment, worker health and safety, antitrust and competition, environmental and consumer protection, import/export, and anti-corruption laws, with potential claims and investigations.

Future Outlook

Crawford & Company expects to recognize approximately 72% of its remaining performance obligations as revenues within one year. The company plans to make discretionary contributions of $3,000,000 to its U.S. Qualified Pension Plan in the next fiscal year. An estimated 120,000 shares are expected to be issued under the U.S. Employee Stock Purchase Plan in 2026, and 250,000 shares will be eligible for purchase under the U.K. Plan. The unearned compensation cost for nonvested performance shares, estimated at $1,819,000, is expected to be fully recognized by the end of 2026. A segment realignment will be effective January 1, 2026, with future reporting under the new structure.

Management Comments

  • Adequate provisions have been made for such known and probable risks.
  • Adequate provisions have been made for any items that are probable and reasonably estimable.

Industry Context

StockSavvy.ai notes that Crawford & Company's restructuring efforts and segment realignment reflect a broader industry trend among claims management and outsourcing providers to optimize operational efficiencies and adapt to evolving market demands. The decline in revenue and net income, particularly in the Platform Solutions segment, suggests competitive pressures or shifts in client needs, while the increase in operating cash flow indicates effective working capital management despite top-line challenges.

Comparison to Industry Standards

  • NA

Management Changes

RolePrevious PersonNew PersonEffective DateReason
President and Chief Executive OfficerRohit VermaW. Bruce SwainJanuary 1, 2026Rohit Verma resigned on December 31, 2025; W. Bruce Swain appointed interim.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Credit Facility AmendmentEntered into an Amended and Restated Credit Facility, a $500,000,000 revolving credit facility, maturing December 2, 2030.December 2, 2025Refinances existing debt, provides liquidity, and sets new financial covenants.
Share Repurchase AuthorizationBoard of Directors added 2,000,000 shares to the existing repurchase authorization and extended it through December 31, 2027.October 30, 2025Indicates management's confidence and potential for shareholder returns, but does not obligate purchases.
CertificationsIncluded new certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.March 19, 2026Enhances accountability and transparency of financial reporting.
Segment RealignmentUpdated reportable segments to U.S. Property & Casualty, Broadspire, and International Operations to align with management responsibilities.January 1, 2026Aims to improve operational focus and resource allocation, with prior periods to be restated for comparability.

Legal Proceedings

  • Named as a defendant or responsible party in suits or actions by insureds or claimants contesting settlement decisions.
  • Clients may bring claims for indemnification based on alleged actions by the company, its agents, or employees.
  • Subject to claims and investigations by employees, former employees, and governmental entities under various federal, state, and foreign labor, employment, worker health and safety, antitrust, environmental, consumer protection, import/export, and anti-corruption laws.

Stakeholder Impact

  • Shareholders: Experienced a decrease in earnings per share but an increase in cash dividends per share. The share repurchase authorization extension could provide future support for share price.
  • Employees: Impacted by restructuring initiatives, including severance and termination costs, and a change in the CEO. Stock-based compensation plans continue.
  • Customers: Continue to receive claims management and outsourcing solutions, with potential for improved service efficiency due to restructuring and segment realignment.
  • Creditors: The company remains in compliance with its credit facility covenants, and long-term debt has been reduced, indicating improved creditworthiness.

Next Steps

  • Filing of proxy statement for 2026 annual shareholders' meeting within 120 days of year-end.
  • Discretionary contributions of $3,000,000 to the U.S. Qualified Plan in the next fiscal year.
  • Recognition of approximately 72% of remaining performance obligations as revenues within one year.
  • Issuance of an estimated 120,000 shares under the U.S. Employee Stock Purchase Plan in 2026.
  • Eligibility for purchase of an estimated 250,000 shares under the U.K. Employee Stock Purchase Plan.
  • Full recognition of $1,819,000 unearned compensation cost for nonvested performance shares by the end of 2026.
  • Implementation of segment realignment effective January 1, 2026, with subsequent interim and annual periods reporting under the new basis.
  • Evaluation of the impact of ASU 2024-03 (Disaggregation of Income Statement Expenses), ASU 2025-05 (Measurement of Credit Losses for Accounts Receivable and Contract Assets), and ASU 2025-06 (Targeted Improvements to the Accounting for Internal-Use Software) on consolidated financial statements.

Key Dates

DateDescription
December 31, 2022Effective date of U.S. Qualified Plan freeze and post-retirement medical benefits plan freeze.
October 31, 1997U.K. Plans closed to new participants.
December 31, 2023Fiscal year end for financial statements; 2021 Repurchase Authorization initially through this date.
January 1, 2024Effective date for combining operating segments within North America Loss Adjusting and International Operations.
November 2024FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses.
April 21, 2025Date of Employment Agreement between Andrew Bart and the Registrant.
July 4, 2025One Big Beautiful Bill Act (OBBBA) enacted into law in the United States.
July 2025FASB issued ASU 2025-05, Financial Instruments—Credit Losses.
September 2025FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software.
October 1, 2025Annual goodwill impairment testing date.
October 30, 2025Board of Directors added 2,000,000 shares to repurchase authorization and extended it through December 31, 2027.
November 19, 2025Date of Employment Agreement between Holly B. Boudreau and the Registrant.
November 20, 2025Date of Employment Agreement between W. Bruce Swain, Jr. and the Registrant.
December 2, 2025Company entered into an Amended and Restated Credit Facility.
December 31, 2025Fiscal year end for financial statements; Rohit Verma resigned as President and CEO.
January 1, 2026W. Bruce Swain appointed interim President and CEO; effective date of segment realignment.
January 14, 2026Date of Employment Agreement between Michael J. Hoberman and the Registrant.
February 26, 2026Number of shares outstanding of common stock reported.
March 2, 2026Original Filing date of Form 10-K; date of KPMG LLP's audit report.
March 3, 2025Date of Ernst & Young LLP's audit report for 2024 and 2023 financials (as per EX-23.2).
March 19, 2026Date of this Amendment No. 1 on Form 10-K/A filing and certifications.
December 15, 2026Effective date for ASU 2024-03 for fiscal years beginning after this date.
December 15, 2025Effective date for ASU 2025-05 for fiscal years beginning after this date.
December 15, 2025Effective date for ASU 2025-06 for fiscal years beginning after this date.
December 31, 2027Extended expiration date for the share repurchase authorization.

Recommendation

hold

The filing presents a mixed financial picture with a notable decline in net income and total revenues for 2025, alongside significant restructuring costs. However, the company demonstrated strong operating cash flow generation and a reduction in long-term debt, which are positive indicators of financial health. The change in CEO and upcoming segment realignment introduce a degree of uncertainty but also potential for strategic improvements. Given these offsetting factors, a 'hold' recommendation is appropriate for a seasoned investor, allowing time to observe the impact of the new leadership and strategic changes on future performance before making a more definitive investment decision.

Keywords

claims management, outsourcing solutions, SEC filing, 10-K/A, financial results, corporate governance, risk management, restructuring, CEO change, debt reduction, earnings per share, revenue, profitability, share repurchase, pension plans, internal control, segment realignment

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