Arthur J. Gallagher & Co.

• 51 -

The following provides information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three and nine-month periods ended September 30, 2025 compared to the same periods in 2024 (in millions):

*Third quarter 2025 adjusted EBITDAC margin includes approximately $76.1 million of interest income revenues earned on the proceeds received in December 2024 related to the AssuredPartners Financing. The roll-in of mergers and acquisitions, including the AssuredPartners acquisition, which was completed during the quarter, unfavorably impacted the year over year change in third quarter adjusted EBITDAC margin by approximately 2%.

Commissions and fees - The aggregate increase in base commissions and fees for the three-month period ended September 30, 2025, compared to the same period in 2024, was due to revenues associated with acquisitions that were made in the twelve-month period ended September 30, 2025 ($417.2 million), and to the organic change in base commissions and fee revenues. The organic change in base commissions and fee revenues were 3.9% and 5.4% for the three-month periods ended September 30, 2025 and 2024, respectively.

The aggregate increase in base commissions and fees for the nine-month period ended September 30, 2025, compared to the same period in 2024, was due to revenues associated with acquisitions that were made in the twelve-month period ended September 30, 2025 ($634.9 million), and to the organic change in base commissions and fee revenues. The organic change in base commissions and fee revenues were 6.1% and 7.3% for the nine-month periods ended September 30, 2025 and 2024, respectively.

In our property/casualty brokerage operations, during the three and nine-month periods ended September 30, 2025 we saw continued strong customer retention, new business generation and increasing renewal premiums (premium rates and exposures). We believe these favorable trends should continue for the remainder of 2025; however, if economic conditions worsen or premium rate increases slow, we could see our revenue growth soften.

• 52 -

Items excluded from organic revenue computations yet impacting revenue comparisons for the three and nine-month periods ended September 30, 2025 and 2024 include the following (in millions):

• 53 -

The following is a summary of brokerage segment acquisition activity for 2025 and 2024:

In the three and nine-month periods ended September 30, 2025 we issued 9,000 shares and 58,000 shares, respectively, of our common stock issued at the request of sellers and/or in connection with tax-free exchange acquisitions. In the three and nine-month periods ended September 30, 2024 we issued no shares and 512,000 shares, respectively, of our common stock issued at the request of sellers and/or in connection with tax-free exchange acquisitions.

Supplemental and contingent revenues - Reported supplemental and contingent revenues recognized in 2025, 2024 and 2023 by quarter are as follows (in millions):

Interest income, premium finance revenues and other income - This primarily represents interest income earned on cash, cash equivalents and fiduciary cash and revenues from premium financing, income from equity investments and net gains related to divestitures and sales of books of business.

Interest income, premium finance revenues and other income in the three and nine-month periods ended September 30, 2025 increased compared to the same periods in 2024, primarily due to increases in interest income earned on our own and fiduciary funds, including the $76.1 million and $363.3 million, respectively, interest income earned in the three and nine-month periods ended September 30, 2025 related to the proceeds from the AssuredPartners Financing.

• 54 -

The following table provides a reconciliation of brokerage segment interest income, premium finance revenues and other income, as reported in our consolidated financial statements to interest income earned on cash, cash equivalents and fiduciary cash (in millions):

Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing compensation expense for the three and nine-month periods ended September 30, 2025 with the same periods in 2024 (in millions):

The $286.1 million increase in compensation expense for the three-month period ended September 30, 2025 compared to the same period in 2024, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended September 30, 2025 ‑ $281.0 million, acquisition related adjustments - $14.4 million, acquisition integration costs - $11.7 million, total base and incentive compensation to service and support organic growth as well as employee benefit costs - $9.8 million in the aggregate, partially offset by lesser workforce and lease termination related charges - $30.8 million.

The $582.4 million increase in compensation expense for the nine-month period ended September 30, 2025 compared to the same period in 2024, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended September 30, 2025 ‑ $415.2 million, total base and incentive compensation to service and support organic growth as well as employee benefit costs - $169.0 million in the aggregate, acquisition related adjustments - $7.5 million, and acquisition integration costs - $3.9 million, partially offset by lesser workforce and lease termination related charges - $13.2 million.

• 55 -

Operating expense - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three and nine-month periods ended September 30, 2025 with the same periods in 2024 (in millions):

The $91.6 million increase in operating expense for the three-month period ended September 30, 2025 compared to the same period in 2024, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended September 30, 2025 ‑ $72.5 million, professional fees and additional investments in technology - $9.9 million in the aggregate, acquisition integration costs - $5.6 million and workforce and lease termination related charges - $3.6 million.

The $129.6 million increase in operating expense for the nine-month period ended September 30, 2025 compared to the same period in 2024, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended September 30, 2025 ‑ $108.9 million, professional fees and additional investments in technology - $22.7 million in the aggregate, workforce and lease termination related charges - $2.2 million, partially offset by lesser acquisition integration costs - $4.2 million.

Depreciation - Depreciation expense increased in the three and nine-month periods ended September 30, 2025 compared to the same periods in 2024 by $7.6 million and $13.5 million, respectively. The increase in depreciation expense in 2025 compared to 2024 was due primarily to the purchases of furniture, equipment and leasehold improvements related to office consolidations and moves, and expenditures related to upgrading computer systems. Also contributing to the increase in depreciation expense was the depreciation expense associated with acquisitions completed in the twelve-month period ended September 30, 2025.

Amortization - The increase in amortization expense in the three and nine-month periods ended September 30, 2025 compared to the same periods in 2024 was primarily due to the impact of amortization expense of intangible assets associated with acquisitions completed in the twelve-month period ended September 30, 2025. Based on the results of impairment reviews and decisions made to exit some non-core operations during the three and nine-month periods ended September 30, 2025, we wrote off $2.4 million and $43.0 million, respectively, of amortizable assets. Based on the results of impairment reviews during the three and nine-month periods ended September 30, 2024, we wrote off $5.4 million and $19.4 million, respectively, of amortizable assets. We review all of our intangible assets for impairment periodically (at least annually for goodwill) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. We perform such impairment reviews at the division (i.e., reporting unit) level with respect to goodwill and at the business unit level for amortizable intangible assets. In reviewing intangible assets, if the undiscounted future cash flows were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of amortization expense. Expiration lists, non‑compete agreements and trade names are amortized using the straight-line method over their estimated useful lives (two to fifteen years for expiration lists, two to six years for non-compete agreements and two to fifteen years for trade names).

Change in estimated acquisition earnout payables -The change in the expense from the change in estimated acquisition earnout payables in the three and nine-month periods ended September 30, 2025 compared to the same periods in 2024, was primarily due to adjustments made to the estimated fair value of earnout obligations related to revised assumptions due to rising interest rates and increased market volatility and projections of future performance. During the three-month periods ended September 30, 2025 and 2024, we recognized $11.5 million and $13.7 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions made in the period from 2021 to 2025. During the nine-month periods ended September 30, 2025 and 2024, we recognized $34.6 million and $47.3 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions made in the period from 2021 to 2025. In addition, during the three-month periods ended September 30, 2025 and 2024, we recognized $17.0 million of expense and $29.1 million of

• 56 - income, respectively, related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 41 and 29 acquisitions, respectively. In addition, during the nine-month periods ended September 30, 2025 and 2024, we recognized $3.0 million of expense and $60.2 million of income, respectively, related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 81 and 74 acquisitions, respectively.

The amounts initially recorded as earnout payables for our 2021 to 2025 acquisitions were measured at fair value as of the acquisition date and are primarily based upon the estimated future operating results of the acquired entities over a two- to-three-year period subsequent to the acquisition date. The fair value of these earnout obligations is based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, we estimate the acquired entity’s future performance using financial projections developed by management for the acquired entity and market participant assumptions that were derived for revenue growth and/or profitability. We estimate future earnout payments using the earnout formula and performance targets specified in each purchase agreement and these financial projections. Subsequent changes in the underlying financial projections or assumptions will cause the estimated earnout obligations to change and such adjustments are recorded in our consolidated statement of earnings when incurred. Increases in the earnout payable obligations will result in the recognition of expense and decreases in the earnout payable obligations will result in the recognition of income.

Provision for income taxes - The brokerage segment’s effective income tax rates for the three-month periods ended September 30, 2025 and 2024, were 25.6% and 25.2%, respectively. The brokerage segment’s effective income tax rates for the nine-month periods ended September 30, 2025 and 2024, were 25.7% and 25.4%, respectively. We anticipate reporting an effective tax rate of approximately 24.5% to 26.5% in our brokerage segment based on known changes in tax rates in future periods.

Net earnings attributable to noncontrolling interests - The amounts reported in this line for the three-month periods ended September 30, 2025 and 2024, include noncontrolling interest earnings of $0.9 million and $1.5 million, respectively. The amounts reported in this line for the nine-month periods ended September 30, 2025 and 2024, include noncontrolling interest earnings of $5.8 million and $7.8 million, respectively.

Risk Management

The risk management segment accounted for 13% of our revenue during the nine-month period ended September 30, 2025. Our risk management segment operations provide contract claim settlement, claim administration, loss control services and risk management consulting for commercial, nonprofit, captive and public sector entities, and various other organizations that choose to self-insure property/casualty coverages or choose to use a third-party claims management organization rather than the claim services provided by underwriting enterprises. Revenues for our risk management segment are comprised of fees generally negotiated (i) on a per-claim or per-service basis, (ii) on a cost-plus basis, or (iii) as performance-based fees. We also provide risk management consulting services that are recognized as the services are delivered.

Financial information relating to our risk management segment results for the three and nine-month periods ended September 30, 2025 compared to the same periods in 2024, is as follows (in millions, except per share, percentages and workforce data):

• 57 -

• 58 -

The following provides non-GAAP information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three and nine-month periods ended September 30, 2025 to the same periods in 2024 (in millions):

Fees - In our risk management operations, for the three-month period ended September 30, 2025, client retention was strong and new business was positive. We believe these favorable trends should continue for the remainder of 2025. However, worsening economic conditions or a reversal in the number of workers employed could cause fewer new liability and core workers' compensation claims to arise in future quarters. Organic change in fee revenues for the three-month period ended September 30, 2025 was 6.7% compared to 6.0% for the same period in 2024. Organic change in fee revenues for the nine-month period ended September 30, 2025 was 5.6% compared to 8.9% for the same period in 2024.

• 59 -

Items excluded from organic fee computations yet impacting revenue comparisons for the three and nine-month periods ended September 30, 2025 and 2024 include the following (in millions):

The following is a summary of risk management segment acquisition activity for 2025 and 2024:

Reimbursements -Reimbursements represent amounts received from clients reimbursing us for certain third-party costs associated with providing our claims management services. In certain service partner relationships, we are considered a principal because we direct the third party, control the specified service and combine the services provided into an integrated solution. Given this principal relationship, we are required to recognize revenue on a gross basis and service partner vendor fees in the operating expense line in our consolidated statement of earnings.

Interest income and other income - Interest income and other income primarily represents interest income earned on cash, cash equivalents and fiduciary cash. Interest income and other income in the three-month and nine-month periods ended September 30, 2025 decreased compared to the same periods in 2024, primarily due to interest income from fiduciary cash.

• 60 -

Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing compensation expense for the three and nine-month periods ended September 30, 2025 with the same periods in 2024 (in millions):

The $19.2 million increase in compensation expense for the three-month period ended September 30, 2025 compared to the same period in 2024, was primarily due to higher base and incentive compensation to service and support organic growth as well as employee benefit costs - $9.0 million in the aggregate, compensation associated with the acquisitions completed in the twelve-month period ended September 30, 2025 ‑ $7.8 million, workforce and lease termination related charges - $1.9 million, and acquisition integration costs - $0.5 million.

The $60.8 million increase in compensation expense for the nine-month period ended September 30, 2025 compared to the same period in 2024, was primarily due to increases in base and incentive compensation to service and support organic growth as well as employee benefit costs - $27.0 million in the aggregate, compensation associated with the acquisitions completed in the twelve-month period ended September 30, 2025 ‑ $25.0 million, workforce and lease termination related charges - $6.3 million, acquisition related adjustments - $1.5 million, and acquisition integration costs - $1.0 million.

• 61 -

Operating expense - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three and nine-month periods ended September 30, 2025 with the same periods in 2024 (in millions):

The $5.3 million increase in operating expense for the three-month period ended September 30, 2025 compared to the same period in 2024, was primarily due to business insurance expense and acquisition integration costs, partially offset by lesser real estate costs and workforce and lease termination related charges - $4.1 million in the aggregate, as well as expenses associated with the acquisitions completed in the twelve-month period ended September 30, 2025 - $1.2 million.

The $13.5 million increase in operating expense for the nine-month period ended September 30, 2025 compared to the same period in 2024, was primarily due to business insurance expense, additional investments in technology, acquisition integration costs, partially offset by lesser real estate costs, client-related expenses and workforce and lease termination related charges - $8.2 million in the aggregate, as well as expenses associated with the acquisitions completed in the twelve-month period ended September 30, 2025 - $5.3 million.

Depreciation - Depreciation increased in the three and nine-month periods ended September 30, 2025 compared to the same periods in 2024 by $0.9 million and $2.6 million, respectively, which reflects the impact of office consolidations that occurred as leases expired in 2024 (less depreciation associated with furniture, equipment and leasehold improvements), partially offset by the impact of expenditures related to upgrading computer systems.

Amortization - Amortization expense in the three month period ended September 30, 2025 was flat compared to the same period in 2024 and in the nine-month period ended September 30, 2025 increased by $6.2 million due to the normal recurring quarterly amortization expense. Based on the results of impairment reviews during the three and nine-month periods ended September 30, 2025 and 2024, no impairments were noted.

Change in estimated acquisition earnout payables - The change in expense from the change in estimated acquisition earnout payables in the three and nine-month periods ended September 30, 2025 to the same periods in 2024, was due to accretion of the discount. During the three-month periods ended September 30, 2025 and 2024, we recognized $0.4 million and $0.1 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. During the nine-month periods ended September 30, 2025 and 2024, we recognized $1.4 million and $0.3 million, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. In addition, during the three and nine-month periods ended September 30, 2025, we recognized zero and $0.1 million, respectively, of expense related to net adjustments in the estimated fair value of earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for one acquisition.

Provision for income taxes - The risk management segment’s effective income tax rates for the three-month periods ended September 30, 2025 and 2024, were 26.6% and 26.5%, respectively. The risk management segment’s effective income tax rates for the nine-month periods ended September 30, 2025 and 2024, were 26.5% and 26.6%, respectively. We anticipate reporting an effective tax rate on adjusted results of approximately 25.0% to 27.0% in our risk management segment based on known changes in tax rates in future periods.

• 62 -

Corporate

The corporate segment reports the financial information related to our debt, external acquisition-related expenses, other corporate costs and the impact of foreign currency remeasurement. For a detailed discussion of the nature of our debt, see Note 6 to our unaudited consolidated financial statements included herein as of September 30, 2025 and in Note 7 to our most recent Annual Report on Form 10‑K as of December 31, 2024.

Financial information relating to our corporate segment results for the three and nine-month periods ended September 30, 2025 compared to the same periods in 2024 is as follows (in millions, except per share):

Revenues - Revenues in the corporate segment consist of other income related to the run-off of legacy investments and other investment income.

Compensation expense - Compensation expense in the three-month periods ended September 30, 2025 and 2024, includes salary, incentive compensation, and associated benefit expenses of $38.9 million and $34.4 million, respectively. The change in compensation expense for the three-month period ended September 30, 2025 compared to the same period in 2024 was primarily due to increased incentive compensation, salary and benefits expense, which includes transaction-related costs as described on page 65 in note (1).

Compensation expense in the nine-month periods ended September 30, 2025 and 2024, includes salary, incentive compensation, and associated benefit expenses of $121.9 million and $100.2 million, respectively. The change in compensation expense for the nine-month period ended September 30, 2025 compared to the same period in 2024 was primarily due to increased incentive compensation, which includes transaction-related costs as described on page 65 in note (1).

Operating expense - Operating expense in the three-month period ended September 30, 2025, includes banking and related fees of $1.1 million, external professional fees and other due diligence costs related to acquisitions of $32.7 million, which includes $28.7 million of transaction-related costs as described on page 65 in note (1), other corporate and clean energy related expenses,

• 63 - including technology and other professional fees of $42.5 million in aggregate, and a net unrealized foreign exchange remeasurement gain of $5.4 million.

Operating expense in the nine-month period ended September 30, 2025, includes banking and related fees of $3.1 million, external professional fees and other due diligence costs related to acquisitions of $86.2 million, which includes $75.3 million of transaction-related costs as described on page 65 in note (1), other corporate and clean energy related expenses, including technology and other professional fees of $89.5 million in aggregate, and a net unrealized foreign exchange remeasurement loss of $42.8 million.

Operating expense in the three-month period ended September 30, 2024 includes banking and related fees of $0.8 million, external professional fees and other due diligence costs related to acquisitions of $10.0 million, which includes transaction‑related costs as described on page 65 in note (1), other corporate and clean energy related expenses, including litigation matters, technology and other professional fees of $15.0 million, and a net unrealized foreign exchange remeasurement loss of $(14.9) million.

Operating expense in the nine-month period ended September 30, 2024 includes banking and related fees of $2.4 million, external professional fees and other due diligence costs related to acquisitions of $19.8 million, which includes transaction‑related costs as described on page 65 in note (1), other corporate and clean energy related expenses, including litigation matters, technology and other professional fees of $50.5 million, and a net unrealized foreign exchange remeasurement loss of $(16.5) million.

Interest expense - The increase in interest expense for the three and nine-month periods ended September 30, 2025 compared to the same periods in 2024, was due to the following:

Depreciation -Depreciation expense in the three and nine-month periods ended September 30, 2025 increased compared to 2024 and includes capital improvements made at our corporate headquarters and Gallagher Centers of Excellence and to the acquisition of other corporate related fixed assets.

Benefit for income taxes - We allocate the provision for income taxes to the brokerage and risk management segments using local country statutory rates. Our consolidated effective tax rate for the three-month period ended September 30, 2025 was 21.1% compared to 22.1% for the same period in 2024. Our consolidated effective tax rate for the nine-month period ended September 30, 2025 was 20.2% compared to 21.4% for the same period in 2024.

• 64 -

The following provides non-GAAP information that we believe is helpful when comparing our operating results for the three and nine-month periods ended September 30, 2025 and 2024 for the corporate segment (in millions):

(1)We incurred transaction-related costs, which include legal, consulting, employee compensation and other professional fees associated with completed, future and terminated acquisitions. Adjustments primarily relate to our

• 65 - acquisition of Willis Re, the acquisitions of Buck, Cadence Insurance and Eastern Insurance, all of which closed in 2023, Woodruff Sawyer, which closed on April 10, 2025, and AssuredPartners, which closed on August 18, 2025.

(2)Corporate pretax loss includes a net unrealized foreign exchange remeasurement gain of $5.4 million in third quarter 2025 and a net unrealized foreign exchange remeasurement loss of $(14.9) million in third quarter 2024. Corporate pretax loss includes a net unrealized foreign exchange remeasurement loss of $(42.8) million in the nine-month period ended September 30, 2025 and a net unrealized foreign exchange remeasurement loss of $(16.5) million in the nine-month period ended September 30, 2024.

(3)Adjustments in third quarter 2025 and 2024 include costs associated with legal and tax matters.

Interest and banking costs and debt - Interest and banking costs includes expenses related to our debt.

Clean energy - For 2025, this consists of the operating results related to our investments in new clean energy projects, primarily fusion and carbon sequestration projects.

Acquisition costs - Consists mostly of external professional fees and other due diligence costs related to acquisitions. On occasion, we enter into forward currency hedges for the purchase price of committed, but not yet funded, acquisitions with funding requirements in currencies other than the U.S. dollar. The gains or losses, if any, associated with these hedge transactions are also included in acquisition costs.

Corporate - Consists of overhead allocations mostly related to corporate staff compensation, other corporate level activities, and net unrealized foreign exchange remeasurement. In addition, it includes the tax expense related to partial taxation of foreign earnings, nondeductible executive compensation and entertainment expenses, the tax benefit from vesting of employee equity awards, as well as other permanent or discrete tax items not reflected in the provision for income taxes in the brokerage and risk management segments. The income tax benefit of stock-based awards that vested or were settled in the nine-month periods ended September 30, 2025 and 2024, was $100.0 million and $76.8 million, respectively, and is included in the table above in the Corporate line.

Clean energy investments - Please refer to our filings with the SEC, including Item 1A, “Risk Factors,” on pages 11 through 31 of our Annual Report on Form 10‑K for the fiscal year ended December 31, 2024, for a more detailed discussion of these and other factors that could impact the information above.

• 66 -

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations. The insurance brokerage and risk management industries are not capital intensive. Historically, our capital requirements have primarily included dividend payments on our common stock, repurchases of our common stock, funding of our investments, acquisitions of brokerage and risk management operations and capital expenditures, including investments being made in IT and software development projects.

On August 18, 2025, we acquired all of the issued and outstanding stock of Dolphin Topco, Inc., the holding company of AssuredPartners for gross consideration of $13.8 billion, which we funded with proceeds from the AssuredPartners Financing. On January 7, 2025 we received an additional $1.3 billion of cash due to the exercise by the underwriters of the overallotment provision related to the follow-on common stock offering. Refer to Note 3 for more information regarding the AssuredPartners Financing. Total expected expense to integrate AssuredPartners into our operations is approximately $575 million over three years.

On April 10, 2025, we acquired all of the issued and outstanding stock of Woodruff Sawyer for a gross consideration of $1.2 billion. We funded the transaction using cash on hand. Total expected expense to integrate Woodruff Sawyer into our operations is approximately $150.0 million over three years.

Operating Cash Flow

Historically, we have depended on our ability to generate positive cash flow from operations to meet a substantial portion of our cash requirements. We believe that our cash flows from operations and borrowings under our Credit Agreement (as defined below) will provide us with adequate resources to meet our liquidity needs in the foreseeable future. To fund acquisitions made during 2024 and for the nine-month period ended September 30, 2025, we relied on a combination of net cash flows from operations, proceeds from borrowings under our Credit Agreement, proceeds from issuances of senior unsecured notes and issuance of our common stock.

Cash provided by operating activities was $1,177.0 million and $1,843.6 million for nine-month periods ended September 30, 2025 and 2024, respectively. The decrease in cash provided by operating activities during the nine-month period ended September 30, 2025 compared to the same period in 2024, was primarily due to an increase in payments on acquisition earnouts in excess of original estimates (primarily related to the acquisition of the Willis Towers Watson treaty reinsurance brokerage operations) and timing differences between periods with cash receipts and disbursements related to accounts receivables and accrued compensation and other current liabilities compared to the same period in 2024, partially offset by the growth in 2025 compared to 2024 in our reported net earnings, adjusted for non-cash items (i.e., EBITDAC) . In April 2025, we made a $750 million earnout payment to the sellers related to the acquisition of the Willis Towers Watson treaty reinsurance brokerage operations in December 2021.

During the nine-month period ended September 30, 2025 employee matching contributions to the 401(k) plan of $105.4 million relating to 2024 were funded using common stock. During the nine-month period ended September 30, 2024, employee matching contributions to the 401(k) plan of $86.0 million relating to 2023 were funded using common stock.

When assessing our overall liquidity, we believe that the focus should be on net earnings as reported in our consolidated statement of earnings, adjusted for non‑cash items (i.e., EBITDAC), and cash provided by operating activities in our consolidated statement of cash flows. Consolidated EBITDAC was $2,968.4 million and $2,437.7 million for the nine-month periods ended September 30, 2025 and 2024, respectively. Net earnings attributable to controlling interests were $1,342.9 million and $1,204.4 million for the nine-month periods ended September 30, 2025 and 2024, respectively. We believe that EBITDAC items are indicators of trends in liquidity.

Defined Benefit Pension Plan

In January 2025, we notified plan participants that we will fully terminate our defined benefit pension plan. In the nine-month period ended September 30, 2025, we initiated the wind down of the plan and have made substantial progress in completing the procedures required to wind down the plan. We expect to complete such wind down by settling all future obligations under the plan through a combination of lump sum payments to eligible, electing participants and transferring the remaining liability through the purchase of a group annuity contract to a highly-rated third-party insurance company. We expect that the wind down will be substantially completed in fourth quarter 2025. Based on estimates as of September 30, 2025, we anticipate recognizing a non-cash, pre-tax loss of approximately $25.0 million in fourth quarter 2025 to compensation expense in the consolidated statement of earnings and we will not make any additional funding to

• 67 - the plan related to this plan termination process. The actual final amount of the settlement charge will depend on many factors, such as the lump sum election rate and the economic environment on the group annuity purchase date, which includes the annuity purchase rate and the asset values of the plan.

Our policy for funding our defined benefit pension plan is to contribute amounts at least sufficient to meet the minimum funding requirements under the IRC. The Employee Retirement Income Security Act of 1974, as amended (which we refer to as ERISA), could impose a minimum funding requirement for our plan. We are not required to make any minimum contributions to the plan for the 2025 plan year, nor were we required to make any minimum contributions to the plan for the 2024 plan year. Funding requirements are based on the plan being frozen and the aggregate amount of our historical funding. The plan’s actuaries determine contribution rates based on our funding practices and requirements. Funding amounts may be influenced by future asset performance, the level of discount rates and other variables impacting the assets and/or liabilities of the plan. In addition, amounts funded in the future, to the extent not due under regulatory requirements, may be affected by alternative uses of our cash flows, including dividends, acquisitions and common stock repurchases. We did not make any discretionary contributions to the plan during the nine-month periods ended September 30, 2025 and 2024. We are not considering making any discretionary contributions to the plan in 2025, but may be required to make minimum contributions to the plan in future periods.

Investing Cash Flows

Capital Expenditures - Capital expenditures were $105.4 million and $98.3 million for the nine-month periods ended September 30, 2025 and 2024, respectively. In 2025, we expect total expenditures for capital improvements to be approximately $150.0 million (includes the impact of acquisitions closed through September 30, 2025), part of which is related to expenditures on office moves and investments being made in IT and software development projects. Capital expenditures increased in 2025 compared to 2024 primarily due to an increase in acquisition integration related expenditures, differences in the period over period timing of expenditures related to investments in information technology, and by the movement of information technology to cloud computing based technology from in‑house hosted environments. Expenditures made related to cloud computing based technology are accounted for as deferred costs versus fixed assets, which would reduce capital expenditures.

Acquisitions - Cash paid for acquisitions, net of cash and restricted cash acquired, was $15,312.4 million and $669.4 million in the nine-month periods ended September 30, 2025 and 2024, respectively. In addition, during the nine-month period ended September 30, 2025, we issued 0.1 million shares ($22.2 million) of our common stock as payment for a portion of the total consideration paid for 2025 acquisitions and earnout payments made in 2025. During the nine-month period ended September 30, 2024, we issued 0.6 million shares ($138.1 million) of our common stock as payment for consideration paid for 2024 acquisitions and earnout payments made in 2024. We completed twenty-six and twenty-eight acquisitions in the nine-month periods ended September 30, 2025 and 2024, respectively. Annualized revenues of businesses acquired in the nine-month periods ended September 30, 2025 and 2024 totaled approximately $3,427.7 million and $187.9 million, respectively. For the remainder of 2025, we expect to use cash on hand, new debt, our Credit Agreement, cash from operations and our common stock, or a combination thereof to fund all of the acquisitions we complete.

If liquidity concerns arise, we may be more likely to issue common stock to fund acquisitions.

Dispositions - During each of the nine-month periods ended September 30, 2025 and 2024, we sold several books of business and recognized net gains of $4.9 million and $25.0 million, respectively. We received net cash proceeds of $5.5 million and $21.2 million, respectively, in these 2025 and 2024 transactions.

Financing Cash Flows

At September 30, 2025, we had $9,550.0 million of Senior Notes, $3,323.0 million of corporate related borrowings outstanding, $130.0 million of borrowings outstanding under our Credit Agreement, $237.4 million of borrowings outstanding under our Premium Financing Debt Facility and a cash and cash equivalent balance of $1,399.3 million.

Consistent with past practice, as of September 30, 2025 we had pre-issuance hedges open for $1,500.0 million for 2026.

The Senior Notes, Note Purchase Agreements, the Credit Agreement and the Premium Financing Debt Facility contain various financial covenants that require us to maintain specified financial ratios. We were in compliance with these covenants at September 30, 2025.

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Senior Notes - On December 19, 2024, we closed and funded an offering of $5,000.0 million of unsecured senior notes in five tranches. The $750.0 million aggregate principal amount of 4.60% Senior Notes is due in 2027, $750.0 million aggregate principal amount of 4.85% Senior Notes is due in 2029, $500.0 million aggregate principal amount of 5.00% Senior Notes is due in 2032, $1,500.0 million aggregate principal amount of 5.15% Senior Notes is due in 2035, $1,500.0 million aggregate principal amount of 5.55% Senior Notes is due in 2055. The weighted average interest rate is 5.25% per annum after giving effect to underwriting costs and a net hedge gain. During 2024, we entered into a pre-issuance interest rate hedging transaction related to these notes. We realized a net cash gain of approximately $4.1 million on the hedging transactions that will be recognized on a pro rata basis as a decrease to our reported interest expense over ten years. We used the net proceeds of this offering to fund a portion of the cash consideration payable in connection with the AssuredPartners acquisition and for general corporate purposes including other acquisitions.

On February 12, 2024, we closed and funded an offering of $1,000.0 million of unsecured senior notes in two tranches. The $500.0 million aggregate principal amount of 5.45% Senior Notes is due in 2034 (which we refer to as the 2034 July Notes) and $500.0 million aggregate principal amount of 5.75% Senior Notes is due in 2054 (which we refer to as the 2054 July Notes). The weighted average interest rate is 5.71% per annum after giving effect to underwriting costs and a net hedge loss. During 2023, we entered into a pre-issuance interest rate hedging transaction related to these notes. We realized a net cash loss of approximately $1.4 million on the hedging transactions that will be recognized on a pro rata basis as an increase to our reported interest expense over ten years. We used the proceeds of these offerings to fund acquisitions, earnout payments related to acquisitions and general corporate purposes.

Note Purchase Agreement - During June 2025, we used operating cash to fund the $200.0 million Series O note maturity that had a fixed rate of 4.31% that was due June 24, 2025.

During February 2024, we used operating cash to fund the $100.0 million Series HH note maturity that had a fixed rate of 4.72% that was due February 13, 2024 and the $325.0 million Series H note maturity that had a fixed rate of 4.58% that was due February 27, 2024.

Credit Agreement - On June 22, 2023, we entered into a new Credit Agreement (which we refer to as the Credit Agreement) with an administrative agent and a group of other lenders. The Credit Agreement provided for a five-year unsecured revolving credit facility in the amount of $1,200.0 million (including a $75.0 million letter of credit sub-facility), which was also available in Pounds Sterling, Canadian Dollars, Australian Dollars, New Zealand Dollars, Euros, Japanese Yen and any other currencies agreed by the lenders. On November 7, 2023, we entered into the First Amendment to the Credit Agreement, pursuant to which we increased the commitments under the Credit Agreement to $1,700.0 million.

On April 3, 2025, we entered into an amendment and restatement to the Credit Agreement. The Credit Agreement provides for a five-year unsecured revolving credit facility in the amount of $2,500.0 million, which is also available in Pounds Sterling, Canadian Dollars, Australian Dollars, New Zealand Dollars, Euros, Japanese Yen and any other currencies agreed by the lenders. The Credit Agreement also includes a $75.0 million letter of credit sub-facility and a $250.0 million Euro swingline sub-facility. We may also, upon the agreement of either one or more then-existing lenders or of additional banks not currently party to the Credit Agreement, increase the commitments under the Credit Agreement up to $3,000.0 million. The amendment and restatement, among other things, also extended the maturity date from June 22, 2028 to April 3, 2030 and updated the facility fee and applicable margin as determined by reference to the rating of our long-term senior unsecured debt.

We use the Credit Agreement to post letters of credit and to borrow funds to supplement our operating cash flows from time to time. In the nine-month period ended September 30, 2025, we borrowed an aggregate of $1,203.3 million and repaid $1,073.3 million. At September 30, 2025, there were $130.0 million of borrowings outstanding under the Credit Agreement. Due to outstanding letters of credit, $2,367.8 million remained available for potential borrowings under the Credit Agreement at September 30, 2025. Principal uses of the 2025 and 2024 borrowings under the Credit Agreement were to fund acquisitions, earnout payments related to acquisitions and general corporate purposes.

Premium Financing Debt Facility - On October 30, 2024, we entered into an amendment to our revolving loan facility (which we refer to as the Premium Financing Debt Facility), that provides funding for the three Australian (AU) and New Zealand (NZ) premium finance subsidiaries. The Premium Financing Debt Facility is comprised of: (i) Facility B, which is separated into AU$390.0 million and NZ$10.0 million tranches (the NZ$ tranche increased as of October 1, 2025 to NZ$25.0 million), (ii) Facility C, which is an AU$60.0 million equivalent multi-currency overdraft tranche and (iii) Facility D, which is a NZ$15.0 million equivalent multi-currency overdraft tranche.

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At September 30, 2025, AU$302.0 million of borrowings were outstanding under Facility B, with no borrowings outstanding under the NZ$ tranche of Facility B. There were AU$46.4 million of borrowings outstanding under Facility C and NZ$14.0 million of borrowings were outstanding under Facility D, which in aggregate amount to US$237.4 million of borrowings outstanding under the Premium Financing Debt Facility.

Dividends - Our board of directors determines our dividend policy. Our board of directors determines dividends on our common stock on a quarterly basis after considering our available cash from earnings, our anticipated cash needs and current conditions in the economy and financial markets.

In the nine-month period ended September 30, 2025, we declared $503.9 million in cash dividends on our common stock, or $0.65 per common share per quarter, an 8% increase over the nine-month period ended September 30, 2024. On October 29, 2025, we announced a quarterly dividend for third quarter 2025 of $0.65 per common share. This dividend level in 2025 will result in annualized net cash used by financing activities in 2025 of approximately $667.6 million (based on the number of outstanding shares as of September 30, 2025) or an anticipated increase in cash used of approximately $142.6 million compared to 2024. We make no assurances regarding the amount of any future dividend payments.

Shelf Registration Statement - On February 12, 2024, we filed a shelf registration statement on Form S-3 with the SEC, registering the offer and sale from time to time, of an indeterminate amount of debt securities, guarantees, common stock, preferred stock, warrants, depositary shares, purchase contracts, or units. The availability of the potential liquidity under this shelf registration statement depends on investor demand, market conditions and other factors. We make no assurances regarding when, or if, we will issue any securities under this registration statement. On November 15, 2022, we filed a shelf registration statement on Form S-4 with the SEC, registering 7.0 million shares of our common stock that we may offer and issue from time to time in connection with future acquisitions of other businesses, assets or securities. At September 30, 2025, 5.5 million shares remained available for issuance under this registration statement. Please see the information set forth in “Investing Cash Flows - Acquisitions.”

Common Stock Repurchases - We have in place a common stock repurchase plan approved by our board of directors in July 2021, that authorizes the repurchase of up to $1.5 billion of common stock. During the nine-month periods ended September 30, 2025 and 2024, we did not repurchase shares of our common stock. The plan authorizes the repurchase of our common stock at such times and prices, as we may deem advantageous, in transactions on the open market or in privately negotiated transactions. We are under no commitment or obligation to repurchase any particular number of shares, and the plan may be suspended at any time at our discretion. Management may consider repurchasing common stock during the remainder of 2025 to the extent that our available cash exceeds acquisition opportunities. Funding for share repurchases may come from a variety of sources, including cash from operations, short-term or long‑term borrowings under our Credit Agreement or other sources. See “Issuer Purchases of Equity Securities” below for more information regarding shares repurchased during the quarter.

Public Offering of Common Stock -On December 9, 2024, we entered into an Underwriting Agreement with Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters listed thereto, pursuant to which we agreed to sell 30.4 million shares of our common stock for a public per share offering price of $280.00, for aggregate offering price of $8.5 billion. The offering closed on December 11, 2024 and 30.4 million shares of our common stock were issued for net proceeds, after underwriting discounts, of $8,347.0 million. We also granted the underwriters a 30-day option to purchase up to an additional 4.6 million shares of our common stock at the same price, which was exercised in full by the underwriters on January 6, 2025. The option closed on January 7, 2025 and 4.6 million shares of our common stock were issued for net proceeds, after underwriting discounts, of $1.3 billion of cash. We used the proceeds of this offering to fund a portion of the cash consideration payable in connection with the AssuredPartners acquisition and for other general corporate purposes including other acquisitions.

At-the-Market Equity Program - On March 14, 2024, we entered into an updated Equity Distribution Agreement with Morgan Stanley & Co. LLC, pursuant to which we may offer and sell, from time to time, up to 3,000,000 shares of our common stock through Morgan Stanley as sales agent. We intend to use the net proceeds of sales under this program to fund future acquisitions from time to time or for general corporate purposes. Pursuant to the agreement, shares may be sold by means of ordinary brokers’ transactions, including on the New York Stock Exchange, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices, in block transactions, or as otherwise agreed upon by us and Morgan Stanley. During the quarter ended September 30, 2025, we did not sell shares of our common stock under the program.

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Common Stock Issuances -Another source of liquidity to us is the issuance of our common stock pursuant to our stock option and employee stock purchase plans. Proceeds from the issuance of common stock under these plans for the nine-month periods ended September 30, 2025 and 2024, were $168.5 million and $138.0 million, respectively. On May 10, 2022, our stockholders approved the 2022 Long-Term Incentive Plan (which we refer to as the LTIP), which replaced our previous stockholder-approved 2017 LTIP. All of our officers, employees and non-employee directors are eligible to receive awards under the LTIP. Awards that may be granted under the LTIP include non-qualified and incentive stock options, stock appreciation rights, restricted stock units and performance units, any or all of which may be made contingent upon the achievement of performance criteria. Stock options with respect to 10.2 million shares (less any shares of restricted stock issued under the LTIP - 2.1 million shares of our common stock were available for this purpose as of September 30, 2025) were available for grant under the LTIP at September 30, 2025. Our employee stock purchase plan allows our employees to purchase our common stock at 95% of its fair market value. Proceeds from the issuance of our common stock related to these plans have contributed favorably to net cash provided by financing activities in the nine-month periods ended September 30, 2025 and 2024, and we believe this favorable trend will continue in the foreseeable future.

We have a qualified contributory savings and thrift 401(k) plan covering the majority of our domestic employees. For eligible employees who have met the plan’s age and service requirements to receive matching contributions, we historically have matched 100% of pretax and Roth elective deferrals up to a maximum of 5.0% of eligible compensation, subject to federal limits on plan contributions and not in excess of the maximum amount deductible for federal income tax purposes. Beginning with the match paid in 2021, the amount matched by the Company will be discretionary and annually determined by management. Employees must be employed and eligible for the plan on the last day of the plan year to receive a matching contribution, subject to certain exceptions enumerated in the plan document. Matching contributions are subject to a five-year graduated vesting schedule and can be funded in cash or common stock of the Company. We expensed (net of plan forfeitures) $87.3 million and $81.7 million related to the plan in the nine-month periods ended September 30, 2025 and 2024, respectively. During 2024, management determined the 5.0% employer matching contribution on eligible compensation to the 401(k) plan for the 2024 plan year to be funded with our common stock, which we funded in February 2025. During 2023, management determined the 5.0% employer matching contribution on eligible compensation to the 401(k) plan for the 2023 plan year to be funded with our common stock, which we funded in February 2024.

Outlook - We believe that we have sufficient capital and access to additional capital to meet our short- and long-term cash flow needs.

Critical Accounting Estimates

There have been no changes in our critical accounting estimates, which include revenue recognition, income taxes and intangible assets/earnout obligations, as discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Business Combinations and Dispositions

See Note 3 to the unaudited consolidated financial statements for a discussion of our business combinations during the nine-month period ended September 30, 2025. We did not have any material dispositions during the nine-month period ended September 30, 2025.