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CRAWFORD & CO Capital/Financing Update 2021

Aug 23, 2021

32797_rns_2021-08-23_d84b939f-0bff-4b26-b749-7f83594d5f2c.zip

Capital/Financing Update

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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): August 23, 2021

CRAWFORD & COMPANY

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(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

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(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. ¨

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Item 7.01. Regulation FD Disclosure.

On August 23, 2021, Crawford & Company (the “Company”) issued a press release announcing the Company has acquired edjuster Inc., a technology-driven field and desktop contents claims handling solution company in Canada. The total purchase price is $42.4 million CAD, structured as an upfront payment of $25.4 million CAD in cash and net receivables with the balance structured in various earnout scenarios over a two-year period. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Form 8-K and the Exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits .

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

Exhibit No. Description
99.1 Press Release of Crawford & Company, dated August 23, 2021.
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: August 23, 2021

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