VRSK Verisk Analytics Inc

EXPLANATORY NOTE

Verisk Analytics, Inc., a Delaware corporation (the “Company” or the “Registrant”), registered, pursuant to a Registration Statement on Form S-8 filed on August 22, 2012 (No. 333-183476) (the “Registration Statement”), the offer and sale of up to 2,000,000 shares of Class A Common Stock, par value $0.001 per share (“Common Stock”), of the Company issuable under the Verisk Analytics, Inc. 2012 Employee Stock Purchase Plan (the “ESPP”), and pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Common Stock that become issuable under the ESPP by reason of any stock dividend, stock split or other similar transaction. On June 8, 2018, the Company amended the ESPP to reduce the maximum number of shares of Common Stock available for issuance under the ESPP from 2,000,000 to 1,500,000 (the “ESPP Amendment #1”). On June 8, 2018, the Company adopted the Verisk UK Sharesave Plan (the “UK Sharesave Plan”). Pursuant to Post-Effective Amendment #1 to the Registration Statement filed on June 25, 2018 and as a result of the adoption of the ESPP Amendment #1 and the UK Sharesave Plan, 500,000 of the shares of Common Stock that were previously registered under the Registration Statement to be offered and sold pursuant to the ESPP are now available for issuance pursuant to the UK Sharesave Plan, and the number of shares of Common Stock available for issuance under the ESPP and UK Sharesave Plan in the aggregate was equal to the number of shares of Common Stock originally registered under the Registration Statement, with 1,500,000 shares of Common Stock available for issuance under the ESPP and 500,000 shares of Common Stock available for issuance under the UK Sharesave Plan.

On February 14, 2020, the Company amended the ESPP to further reduce the maximum number of shares of Common Stock available for issuance under the ESPP from 1,500,000 to 1,400,000 (the “ESPP Amendment #2”). On February 14, 2020, the Company adopted the Verisk Singapore 2020 Employee Share Purchase Plan (the “Singapore ESPP”). As a result of the adoption of the ESPP Amendment #2 and the Singapore ESPP, 100,000 of the shares of Common Stock that were previously registered under the Registration Statement to be offered and sold pursuant to the ESPP are now available for issuance pursuant to the Singapore ESPP, and the number of shares of Common Stock available for issuance under the ESPP, UK Sharesave Plan and Singapore ESPP in the aggregate is equal to the number of shares of Common Stock originally registered under the Registration Statement, with 1,400,000 shares of Common Stock available for issuance under the ESPP, 500,000 shares of Common Stock available for issuance under the UK Sharesave Plan and 100,000 shares of Common Stock available for issuance under the Singapore ESPP.