Two courts ordered Verisk to keep pursuing its $2.35 billion AccuLynx deal; the FTC decides if it closes

Two courts say the deal Verisk killed is still alive

On October 23, 2026, the Delaware Supreme Court affirmed a judgment ordering Verisk▲+1.87% — Verisk, up 1.87 percent today (Nasdaq: VRSK), the insurance-data company whose Xactimate software carriers and adjusters use to price property-damage claims, to keep pursuing its $2.35 billion acquisition of AccuLynx, a Wisconsin maker of cloud software for roofing contractors ¹²³. Verisk had terminated the deal in December 2025 ².

Its October 29 filing with the Securities and Exchange Commission↗ attaches a four-sentence statement: Verisk "will proceed in accordance with the Court's order," and the deal "remains subject to the satisfaction of customary closing conditions and FTC review, and there is no guarantee that the transaction will be completed" ¹.

The order puts a 2025 price back on Verisk's books: $2.35 billion against a $24.7 billion market capitalization, about 9.5 percent, and almost exactly the free cash flow of its last eight quarters ²⁶⁸.

How an email to ServiceTitan cost Verisk its exit

Verisk signed in July 2025, telling investors to expect a close by that year's third quarter ³⁷. Richard Spanton Jr. signed for the sellers as representative of the equityholders of ExactLogix, AccuLynx's parent ¹. Shortly after the announcement, Verisk ended an "enhanced integration" with ServiceTitan▲+2.19% — ServiceTitan, up 2.19 percent today, AccuLynx's larger rival, by email ².

Screening the merger, the Federal Trade Commission asked whether Verisk had ever terminated integration talks with an AccuLynx competitor. Verisk answered no; the agency had information that it had, with ServiceTitan. It asked again and in October 2025 issued a second request, the FTC's extended antitrust review ²³⁷. The review ran past December 26, 2025, the merger agreement's outside date, or drop-dead deadline; Verisk declared the deal terminated, and AccuLynx disputed the move the same day ²⁷.

Why "willful conduct" beat the outside date

In August 2026, Judge Bonnie David of the Delaware Court of Chancery, the state's business court, ruled the termination invalid↗ because Verisk's "willful conduct caused the failure of a condition to closing" ³⁷. She ordered specific performance, compelling "commercially reasonable efforts" toward approval and a close if approved, and awarded AccuLynx more than $3.5 million in damages, unopposed because Verisk had waived its right to contest them ²³. "It is not inequitable to hold the parties to their bargain," she wrote ³.

The agreement barred termination when a party's own willful conduct was the primary cause of a failed condition, and the court read "willful" to mean voluntary, intentional acts, not only a scheme to derail closing ³⁵. Verisk "strongly disagree[d]" and weighed an appeal ⁴. The Supreme Court affirmed on October 23, adding no new legal analysis ³⁵.

The FTC decides which bill Verisk pays

The Commission now holds the only gate still open. Roofing contractors already object to Xactimate's owner holding their business data ². If the agency clears, AccuLynx's equityholders collect the 2025 price they signed for and VRSK holders fund it; if it blocks, the awarded damages stand, and trade press coverage warns the extended review could cost Verisk much more money and time↗ ². The reading to watch is the FTC's second-request decision; no date is public, and Verisk's own filing carries the hedge: "no guarantee that the transaction will be completed" ¹.