Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 31, 2023

CRAWFORD & COMPANY

(Exact name of registrant as specified in its charter)

Georgia

1-10356

58-0506554

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS employer

Identification No.)

5335 Triangle Parkway, Peachtree Corners, Georgia		30092
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (404) 300-1000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock — $1.00 Par Value	CRD-A	New York Stock Exchange, Inc.
Class B Common Stock — $1.00 Par Value	CRD-B	New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On July 31, 2023, Crawford & Company (the “Company”) issued a press release announcing that its Board of Directors authorized the Company to restart its current share repurchase program and extend the program’s termination date to December 31, 2024. Under the share repurchase program initially established by the Board on November 4, 2021, and added to on February 10, 2022, the Company was authorized to repurchase up to an aggregate of seven million shares of its common stock. As of July 28, 2023, there were 1,793,371 shares of common stock remaining unexercised under the share repurchase program. Additionally, on July 28, 2023, the Board of Directors authorized an increase in the quarterly cash dividend from $0.06 to $0.07 per share for both the Class A and Class B common stock, payable on September 1, 2023, to shareholders of record as of August 18, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed with this Report:

Exhibit No.		Description

99.1		Press Release issued by the Company dated July 31, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CRAWFORD & COMPANY


By:	/s/ Tami E. Stevenson
	Name:	Tami E. Stevenson
	Title:	General Counsel and Corporate Secretary

Date: July 31, 2023

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Exhibit 99.1

Crawford & Company^®

5335 Triangle Parkway NW

Peachtree Corners, GA 30092

FOR IMMEDIATE RELEASE

CRAWFORD & COMPANY® DECLARES INCREASED QUARTERLY DIVIDENDS AND AUTHORIZES SHARE REPURCHASE

ATLANTA (July 31, 2023) On July 28, 2023, at its regular quarterly meeting, the Board of Directors of Crawford & Company® declared an increased quarterly dividend from $0.06 per share to $0.07 per share on both the Class A and Class B Common Stock, payable on September 1, 2023, to shareholders of record as of the close of business on August 18, 2023.

The Board also authorized the Company to restart its share repurchase program and extend the program’s termination date to December 31, 2024. The Board previously authorized a repurchase program in 2021 and there are 1,793,371 shares remaining to be purchased.

Under this repurchase program, repurchases may be made in the open market or privately negotiated transactions, at such times and for such prices as management deems appropriate, subject to applicable regulatory guidelines. The new authorization does not obligate Crawford to acquire any stock, and purchases may be commenced or suspended at any time based on market conditions and other factors that the Company deems appropriate.

“Through our commitment to driving shareholder value, we are pleased with our Board’s authorization to increase quarterly dividends for all shareholders and resume our repurchase program through 2024,” said Chief Executive Officer Rohit Verma.

For further information regarding this press release, please call Bruce Swain at (404) 300-1051.

Crawford & Company^®

5335 Triangle Parkway NW

Peachtree Corners, GA 30092

About Crawford^®

Based in Atlanta, Crawford & Company (NYSE: CRD-A and CRD-B) is a leading global provider of claims management and outsourcing solutions to insurance companies and self-insured entities with an expansive network serving clients in more than 70 countries. The Company’s two classes of stock are substantially identical, except with respect to voting rights for the Class B Common Stock (CRD-B) and protections for the non-voting Class A Common Stock (CRD-A). More information is available at www.crawco.com.

Tag: Crawford-Investor-News-and-Events, Crawford-Financial

# # #

Media Contacts: mediarelations@us.crawco.com

Lynn Cufley		Katie Cline
+44 207 265 4067		+1 470 792 5678
Lynn.Cufley@crawco.uk		katie.cline@us.crawco.com

Cover	Jul. 31, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 31, 2023
Entity File Number	1-10356
Entity Registrant Name	CRAWFORD & COMPANY
Entity Central Index Key	0000025475
Entity Tax Identification Number	58-0506554
Entity Incorporation, State or Country Code	GA
Entity Address, Address Line One	5335 Triangle Parkway
Entity Address, City or Town	Peachtree Corners
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30092
City Area Code	404
Local Phone Number	300-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock — $1.00 Par Value
Trading Symbol	CRD-A
Security Exchange Name	NYSE
Common Class B [Member]
Document Information [Line Items]
Title of 12(b) Security	Class B Common Stock — $1.00 Par Value
Trading Symbol	CRD-B
Security Exchange Name	NYSE