CRD.B Crawford and Company

 

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): December 12, 2024 (December 6, 2024)

 

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 4.01. Changes in Registrant’s Certifying Accountant.

 

The Audit Committee (the “Committee”) of the Board of Directors of Crawford & Company, (the “Company”) recently conducted a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Following an extensive evaluation process, on December 6, 2024, the Committee selected KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025. As of the date of this report KPMG is in the process of its standard client evaluation procedures and has not accepted the engagement. Ernst & Young, LLP (“EY”), the Company’s current independent registered public accounting firm, will continue as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

 

EY’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2022 and 2023, and the subsequent interim periods through December 12, 2024, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the disclosure of the material weaknesses in the Company’s internal control over financial reporting as disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

The Company has requested that EY furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of EY’s letter, dated December 12, 2024, is filed as Exhibit 16.1 to this Form 8-K.

 

During the fiscal years ended December 31, 2022 and 2023, and the subsequent interim periods through December 12, 2024, neither the Company nor anyone on its behalf has consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.		Description
16.1		Letter from Ernst & Young, LLP to the Securities and Exchange Commission dated December 12, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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:	SVP, General Counsel and Corporate Secretary

 

Date: December 12, 2024

 

 

 

Exhibit 16.1

 

Ernst & Young, LLP Suite 1000 Ivan Allen Jr. Boulevard Atlanta, Georgia 30308

Tel: +1 404 874 8300 Fax: +1 404 817 5598 ey.com

 

 

 

Securities and Exchange Commission	December 12, 2024
100 F Street, N.E.
Washington DC 20549

 

Commissioners:

 

We have read Item 4.01 of Form 8-K dated December 12, 2024, of Crawford & Company and are in agreement with the statements contained in the second and third paragraph therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

 

/s/ Ernst & Young, LLP

 

A member firm of Ernst & Young Global Limited

 

 

v3.24.3

Cover	Dec. 06, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 06, 2024
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

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