--- title: "Two courts ordered Verisk to keep pursuing its $2.35 billion AccuLynx deal; the FTC decides if it closes" description: "Delaware's Supreme Court has affirmed an order forcing Verisk to keep pursuing the $2.35 billion AccuLynx deal it terminated in December 2025; the FTC's open antitrust review now decides whether the bill comes due." publisher: "The Inference" section: "Deals" published: 2026-11-01T16:28:15.588Z modified: 2026-11-01T16:28:15.588Z canonical: https://theinference.org/article/two-courts-ordered-verisk-to-keep-pursuing-its-2-35-billion-acculynx-deal-the-ftc-decides-if-it-closes language: en keywords: "M&A, Antitrust, Verisk Analytics, FTC, Delaware Courts" --- # Two courts ordered Verisk to keep pursuing its $2.35 billion AccuLynx deal; the FTC decides if it closes > Delaware's Supreme Court has affirmed an order forcing Verisk to keep pursuing the $2.35 billion AccuLynx deal it terminated in December 2025; the FTC's open antitrust review now decides whether the bill comes due. ## Two courts say the deal Verisk killed is still alive On October 23, 2026, [the Delaware Supreme Court affirmed a judgment](https://theinference.org/article/delaware-s-top-court-makes-verisk-pursue-its-2-35-billion-acculynx-buyout) ordering [Verisk](https://theinference.org/markets/companies/verisk-analytics) (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 [1][2][3]. Verisk had terminated the deal in December 2025 [2]. [Its October 29 filing with the Securities and Exchange Commission](https://www.sec.gov/Archives/edgar/data/1442145/000095010326016441/0000950103-26-016441-index.htm) 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 [2][6][8]. *Chart: **The AccuLynx price equals almost two years of Verisk free cash flow** Column chart of Verisk quarterly free cash flow from Q3 2024 to Q2 2026, ranging from $0.189B to $0.391B, whose total roughly equals the $2.35 billion AccuLynx purchase price* *Quarterly free cash flow, USD billions, per Verisk's SEC filings; the eight quarters shown total $2.26 billion against the $2.35 billion purchase price. [8][2]* ## 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 [3][7]. 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](https://theinference.org/markets/companies/servicetitan), 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 [2][3][7]. 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 [2][7]. ## 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](https://www.insurancejournal.com/news/east/2026/10/28/890472.htm) because Verisk's "willful conduct caused the failure of a condition to closing" [3][7]. 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 [2][3]. "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 [3][5]. Verisk "strongly disagree[d]" and weighed an appeal [4]. The Supreme Court affirmed on October 23, adding no new legal analysis [3][5]. ## 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](https://homepros.news/delaware-supreme-court-upholds-ruling-keeping-2-35-billion-verisk-acculynx-deal-alive/) [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]. ## Takeaway Two Delaware courts have now ordered Verisk to keep pursuing its $2.35 billion AccuLynx acquisition, and the FTC's open antitrust review alone decides whether it closes or whether the awarded damages stand. ## Sources 1. [SEC EDGAR, Verisk Analytics Form 8-K (Item 8.01, Exhibit 99.1), filed 29 October 2026](https://www.sec.gov/Archives/edgar/data/1442145/000095010326016441/0000950103-26-016441-index.htm) 2. [Homepros, "Delaware Supreme Court upholds ruling keeping $2.35 billion Verisk-AccuLynx deal alive," 28 October 2026](https://homepros.news/delaware-supreme-court-upholds-ruling-keeping-2-35-billion-verisk-acculynx-deal-alive/) 3. [Insurance Journal, "Delaware High Court Affirms Order for Verisk to Honor AccuLynx Merger Agreement," 28 October 2026](https://www.insurancejournal.com/news/east/2026/10/28/890472.htm) 4. [GlobeNewswire via Morningstar, "Verisk Responds to Delaware Chancery Court Ruling Regarding AccuLynx," 10 August 2026](https://www.morningstar.com/news/globe-newswire/9806807/verisk-responds-to-delaware-chancery-court-ruling-regarding-acculynx) 5. [Cooley LLP via JD Supra, "Still Not Dead: Delaware Supreme Court Keeps Verisk-AccuLynx Deal Alive," 30 October 2026](https://www.jdsupra.com/legalnews/still-not-dead-delaware-supreme-court-8120377/) 6. [TipRanks via The Globe and Mail, "Verisk Analytics addresses court ruling on AccuLynx acquisition," 30 October 2026](https://www.theglobeandmail.com/investing/markets/stocks/VRSK/pressreleases/8563712/verisk-analytics-addresses-court-ruling-on-acculynx-acquisition/) 7. [Investing.com via Yahoo Finance, "Delaware court blocks Verisk's exit from $2.35 billion AccuLynx deal," 8 August 2026](https://finance.yahoo.com/markets/stocks/articles/delaware-court-blocks-verisk-exit-054935664.html) 8. [Verisk Analytics, quarterly free cash flow from its SEC filings, retrieved 1 November 2026](https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001442145) --- Two courts ordered Verisk to keep pursuing its $2.35 billion AccuLynx deal; the FTC decides if it closes — The Inference. Canonical: https://theinference.org/article/two-courts-ordered-verisk-to-keep-pursuing-its-2-35-billion-acculynx-deal-the-ftc-decides-if-it-closes