Net Income Attributable to Shareholders of Crawford & Company per Common Share

9 Months Ended

Sep. 30, 2025

Net Income Attributable to Shareholders of Crawford & Company per Common Share

7. Net Income Attributable to Shareholders of Crawford & Company per Common Share

The Company computes earnings per share of its non-voting Class A Common Stock ("CRD-A") and voting Class B Common Stock ("CRD-B") using the two-class method, which allocates the undistributed earnings in each period to each class on a proportionate basis. The Company's Board of Directors has the right, but not the obligation, to declare higher dividends on the CRD-A shares than on the CRD-B shares, subject to certain limitations. In periods when the dividend is the same for CRD-A and CRD-B or when no dividends are declared or paid to either class, the two-class method generally will yield the same earnings per share for CRD-A and CRD-B. During 2025 and 2024, the Board of Directors has declared the same dividend on CRD-A and CRD-B.

The computations of basic net income attributable to shareholders of Crawford & Company per common share were as follows:


	Three Months Ended								Nine Months Ended
	September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B
Earnings per share - basic:
Numerator:
Allocation of undistributed earnings	$	5,332	$	3,354	$	3,657	$	2,356	$	9,949	$	6,286	$	6,388	$	4,166
Dividends paid		2,286		1,436		2,091		1,349		6,523		4,116		6,246		4,074
Net income attributable to common shareholders, basic	$	7,618	$	4,790	$	5,748	$	3,705	$	16,472	$	10,402	$	12,634	$	8,240

Denominator:
Weighted-average common shares outstanding, basic		30,428		19,142		29,880		19,255		30,303		19,144		29,732		19,390
Earnings per share - basic	$	0.25	$	0.25	$	0.19	$	0.19	$	0.54	$	0.54	$	0.42	$	0.42

The computations of diluted net income attributable to shareholders of Crawford & Company per common share were as follows:


	Three Months Ended								Nine Months Ended
	September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
(in thousands, except per share amounts)	CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B		CRD-A		CRD-B
Earnings per share - diluted:
Numerator:
Allocation of undistributed earnings	$	5,365	$	3,321	$	3,685	$	2,328	$	10,013	$	6,222	$	6,436	$	4,118
Dividends paid		2,286		1,436		2,091		1,349		6,523		4,116		6,246		4,074
Net income attributable to common shareholders, diluted	$	7,651	$	4,757	$	5,776	$	3,677	$	16,536	$	10,338	$	12,682	$	8,192

Denominator:
Weighted-average common shares outstanding, basic		30,428		19,142		29,880		19,255		30,303		19,144		29,732		19,390
Weighted-average effect of dilutive securities		497		—		592		—		502		—		576		—
Weighted-average common shares outstanding, diluted		30,925		19,142		30,472		19,255		30,805		19,144		30,308		19,390
Earnings per share - diluted	$	0.25	$	0.25	$	0.19	$	0.19	$	0.54	$	0.54	$	0.42	$	0.42

Listed below are the shares excluded from the denominator in the preceding computation of diluted earnings per share for CRD-A:


	Three Months Ended		Nine Months Ended
(in thousands)	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
Shares underlying stock options excluded	—	—	—	85
Performance stock grants excluded because performance conditions have not been met (1)	796	1,124	801	1,135

(1) Compensation cost is recognized for these performance stock grants based on expected achievement rates; however, no consideration is given to these performance stock grants when calculating diluted earnings per share until the performance measurements have been achieved.

The following table details shares issued during the three and nine months ended September 30, 2025 and 2024, including restricted shares that were returned prior to vesting. These shares are included from their dates of issuance in the weighted-average common shares used to compute basic and diluted earnings per share for CRD-A in the table above. There were no shares of CRD-B issued during any of these periods.


	Three Months Ended				Nine Months Ended
(in thousands)	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
CRD-A issued under the Non-Employee Director Stock Plan		—		—		86		62
CRD-A issued under the U.K. Sharesave Scheme		7		15		113		139
CRD-A issued under the Employee Stock Purchase Plan		178		132		178		164

Effective November 4, 2021, the Company’s Board of Directors authorized the repurchase of up to 2,000,000 shares of CRD-A or CRD-B (or a combination of the two) through December 31, 2023 (the “2021 Repurchase Authorization”). On February 10, 2022, the Company's Board of Directors authorized the addition of 5,000,000 shares of CRD-A or CRD-B (or a combination of the two) to its 2021 Repurchase Authorization. The Company's Board of Directors subsequently amended this authorization to allow for repurchases through December 31, 2025. 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 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. At September 30, 2025, the Company had remaining authorization to repurchase 813,865 shares under the 2021 Repurchase Authorization.

During the nine months ended September 30, 2025, the Company repurchased 263,098 shares of CRD-A and 12,846 shares of CRD-B at an average cost of $10.71 and $10.40, respectively. During the nine months ended September 30, 2024, the Company did not repurchase any shares of CRD-A and repurchased 385,544 shares of CRD-B at an average cost of $9.34.