Current Report Filing (8-k)
22 November 2021 - 10:31PM
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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
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1-10356
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58-0506554
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS employer
Identification No.)
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5335 Triangle Parkway, Peachtree Corners, Georgia
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30092
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(Address of principal executive offices)
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(Zip Code)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class
A Common Stock — $1.00 Par Value
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CRD-A
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New York Stock Exchange, Inc.
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Class
B Common Stock — $1.00 Par Value
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CRD-B
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New York Stock Exchange, Inc.
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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 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.
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.
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CRAWFORD & COMPANY
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By:
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/s/ Tami E. Stevenson
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Name: Tami E. Stevenson
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Title: Senior Vice President, General Counsel and
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Corporate Secretary
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Date: November 22, 2021
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