Form 4: Verisk CEO Shavel Reports Equity Transactions

Verisk Analytics CEO Lee Shavel reported the acquisition of common stock and stock options, alongside dispositions for tax liabilities, related to equity incentive plans.

Summary

• CEO Lee Shavel acquired 28,893 shares of Verisk Analytics common stock on January 14, 2026, from the settlement of performance stock units granted on January 15, 2023.
• These performance stock units vested based on achievement of relative Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) performance conditions, and satisfaction of a service condition.
• On the same date, 13,393 shares were disposed of at $223.69 per share to cover tax liabilities associated with the vesting of these performance stock units.
• On January 15, 2026, Shavel acquired 11,259 restricted stock units (RSUs) of common stock, which will vest in four equal annual installments.
• Also on January 15, 2026, 2,476 shares were disposed of at $222.05 per share for tax liabilities related to the vesting of previously reported restricted stock grants.
• Shavel was granted 51,629 stock options on January 15, 2026, with an exercise price of $222.05, which will vest and become exercisable in four equal annual installments.
• All equity awards were granted under Verisk Analytics' 2021 Equity Incentive Plan.
• Following these transactions, Shavel beneficially owns 100,990 shares of common stock and 51,629 stock options.

Sentiment

Score: 7

Explanation: The filing reports routine executive compensation activities, including the vesting of performance-based awards and the grant of new long-term incentives. The vesting of performance stock units suggests the company met its performance targets, which is positive. The dispositions are for tax purposes, which is standard. Overall, it reflects normal course of business and positive executive alignment.

Positives

• CEO Lee Shavel received 28,893 shares from performance stock units, indicating successful achievement of performance conditions (TSR and ROIC) for awards granted in 2023.
• The grant of 11,259 restricted stock units and 51,629 stock options aligns management incentives with long-term shareholder value creation.

Negatives

• Dispositions of 13,393 shares at $223.69 and 2,476 shares at $222.05 were made to cover tax liabilities, which reduces the CEO's direct shareholding.

Future Outlook

The vesting schedules for the newly granted restricted stock units and stock options indicate a long-term incentive structure, with vesting occurring in four equal annual installments over the next four years, aligning executive interests with sustained company performance.

Management Comments

• Represents shares of common stock issued upon settlement of performance stock units granted on January 15, 2023 under the Issuer's 2021 Equity Incentive Plan and the underlying performance stock unit award agreement that vested based on the level of achievement of the applicable relative TSR-based and ROIC-based performance conditions and satisfaction of the service condition.
• These restricted stock units of Common Stock were granted under the Issuer's 2021 Equity Incentive Plan. Subject to the terms of the Issuer's 2021 Equity Incentive Plan and the applicable award agreement thereunder, these restricted stock units vest in four equal installments on the first, second, third and fourth anniversaries of their grant date.
• This stock option was granted under the Issuer's 2021 Equity Incentive Plan. Subject to the terms of the Issuer's 2021 Equity Incentive Plan and the applicable award agreement thereunder, this stock option vests and becomes exercisable in four equal installments on the first, second, third and fourth anniversaries of the stock option grant date.

Industry Context

This Form 4 filing reflects routine executive compensation practices within the financial data and analytics industry, where equity-based incentives like performance stock units, restricted stock units, and stock options are commonly used to align executive interests with long-term shareholder value and retain key talent. Verisk Analytics, as a leader in data analytics and risk assessment, utilizes these mechanisms to motivate its leadership in a competitive market.

Comparison to Industry Standards

• The use of performance stock units tied to relative TSR and ROIC is a common best practice in executive compensation across industries, including financial services and technology, as it directly links executive payouts to both market performance and operational efficiency.
• The four-year vesting schedule for restricted stock units and stock options is standard for long-term incentive plans, comparable to practices at companies like S&P Global (SPGI) or Moody's (MCO), which also employ multi-year vesting to encourage sustained performance and executive retention.
• The disposition of shares for tax withholding upon vesting is a routine and expected event for equity compensation, consistent with practices observed at most publicly traded companies.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards indicates the company met certain performance targets, which is generally positive for shareholders. The grant of new equity incentives aligns executive interests with long-term shareholder value.

Next Steps

• Future vesting of 11,259 restricted stock units in four equal annual installments starting January 15, 2027.
• Future vesting and exercisability of 51,629 stock options in four equal annual installments starting January 15, 2027.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, including the vesting of performance-based equity and the grant of new long-term incentives, along with associated tax-related dispositions. It indicates that the company's performance targets for previously granted awards were met, which is a positive sign of operational execution. However, these are standard compensation activities and do not provide new fundamental information to warrant a change in investment thesis. The transactions reflect normal course of business and executive alignment, thus a 'hold' recommendation is appropriate as there's no new catalyst for significant price movement based solely on this filing.

Keywords

Verisk Analytics, VRSK, Lee Shavel, SEC Form 4, Insider Trading, Equity Incentive Plan, Performance Stock Units, Restricted Stock Units, Stock Options, Executive Compensation