CRAWFORD & CO

Regulatory Filings • Nov 22, 2021

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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): November 18, 2021

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. ¨

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Item 8.01 Other Events.

On November 18, 2021, Crawford & Company (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with D3 Family Fund, L.P., D3 Family Bulldog Fund and Haredale Limited, three funds managed and/or controlled by David Nierenberg (collectively, the “Sellers”). The Purchase Agreement is entered into pursuant to the Company’s board-authorized share repurchase program. Pursuant to the Purchase Agreement, the Company repurchased 508,133 shares from The D3 Family Fund, L.P., 1,027,860 shares from The D3 Family Bulldog Fund, L.P. and 52,690 shares from Haredale Limited for an aggregate of 1,586,683 shares of the Company’s Class B Common Stock, par value $1.00 per share. Pursuant to the Purchase Agreement, the Company paid a purchase price of $8.23 per share, for an aggregate purchase price of $13,058,401.09. Following the repurchase, as of November 22, 2021, the Company has an aggregate of 20,811,962 shares of its Class B Common Stock outstanding.

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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: Senior Vice President, General Counsel and
	Corporate Secretary

Date: November 22, 2021

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