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Arthur J. Gallagher & Co.

For the period ended Mar 31, 2026. Filed May 7, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 7, 2026

AJG$280.60-0.4%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 5. Other Information

Change in diluted net earnings per share12%7%
Growth in revenues30%16%
Organic change in commissions and fees4%10%
Compensation expense ratio52%49%
Operating expense ratio12%10%
Effective income tax rate26%26%
Workforce at end of period (includes acquisitions)55,60743,120
Identifiable assets at March 31$73,879$54,428
EBITDAC
Net earnings$913$816$97
Provision for income taxes31328330
Depreciation493316
Amortization27120467
Change in estimated acquisition earnout payables16151
EBITDAC$1,562$1,351$211
  • 33 -

The following provides information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three-month period ended March 31, 2026 compared to the same period in 2025 (in millions):

Three-month period endedMarch 31,
2026 · 2025 · Change
Net earnings, as reported$913$81612%
Provision for income taxes313283
Depreciation4933
Amortization271204
Change in estimated acquisition earnout payables1615
EBITDAC1,5621,35116%
Net (gains) on divestitures(7)0(6)
Acquisition integration8744
Workforce and lease termination related charges2718
Acquisition related adjustments5030
Levelized foreign currency translation—19
EBITDAC, as adjusted$1,719$1,45618%
Net earnings margin, as reported21.3%24.6%- 335 bpts
EBITDAC margin, as adjusted*40.1%43.3%- 316 bpts
Reported revenues$4,2930$3,314
Adjusted revenues - see page 31$4,286$3,365

*First quarter 2025 adjusted EBITDAC margin includes approximately $143 million of interest income revenues earned on the proceeds received in December 2024 related to the AssuredPartners Financing. The interest income in the prior period, as well as the seasonality of AssuredPartners and the roll-in of tuck-in acquisitions, unfavorably impacted the year over year change in first quarter adjusted EBITDAC margin by approximately 3.6%.

Commissions and fees - Base commissions and fees increased $1,046 million or 36%, for the three-month period ended March 31, 2026, compared to the same period in 2025. This increase reflects the contribution of acquisitions that were made in the twelve-month period ended March 31, 2026 and 4% organic growth. Organic growth reflected strong customer retention and new business generation, in addition to continued renewal premiums increases (premium rates and exposures).

  • 34 -

Items excluded from organic revenue computations yet impacting revenue comparisons for the three-month periods ended March 31, 2026 and 2025 include the following (in millions):

Three-Month Period EndedMarch 31,
Organic Revenues (Non-GAAP) · 2026 · 2025 · Change
Base Commissions and Fees
Commission and fees, as reported$3,915$2,86936%
Less commission and fee revenues from acquisitions, divested operations and other(937)(64)
Levelized foreign currency translation—52
Organic base commission and fees$2,978$2,8574%
Supplemental revenues
Supplemental revenues, as reported$1800$11458%
Less supplemental revenues from acquisitions, divested operations and other(46)—
Levelized foreign currency translation—2
Organic supplemental revenues$134$11616%
Contingent revenues
Contingent revenues, as reported$1150$9324%
Less contingent revenues from acquisitions, divested operations and other(19)—
Levelized foreign currency translation—1
Organic contingent revenues$96$942%
Total reported commissions, fees, supplemental revenues and contingent revenues$4,210$3,07637%
Less commissions, fees, supplemental revenues and contingent revenues from acquisitions, divested operations and other(1,002)(64)
Levelized foreign currency translation—55
Total organic commissions, fees, supplemental revenues and contingent revenues$3,208$3,0675%

The following is a summary of brokerage segment acquisition activity for 2026 and 2025:

Three-month period endedMarch 31,
20262025
Number of acquisitions closed810
Estimated annualized revenues acquired (in millions)$49$63

In the three-month periods ended March 31, 2026 and 2025 we issued 76,000 shares and 49,000 shares, respectively, of our common stock at the request of sellers and/or in connection with tax-free exchange acquisitions.

  • 35 -

Supplemental and contingent revenues -Reported supplemental and contingent revenues recognized in 2026, 2025 and 2024 by quarter are as follows (in millions):

FirstQuarter · SecondQuarter · ThirdQuarter · FourthQuarter · YTD
Reported supplemental revenues$180$180
Reported contingent revenues115115
Reported supplemental and contingent revenues$295$295
Reported supplemental revenues$114$103$117$132$466
Reported contingent revenues93737583324
Reported supplemental and contingent revenues$207$176$192$215$790
Reported supplemental revenues$94$89$79$97$359
Reported contingent revenues86606953268
Reported supplemental and contingent revenues$180$149$148$150$627

Interest income, premium finance revenues and other income - Interest income, premium finance revenues and other income in the three-month period ended March 31, 2026 decreased compared to the same period in 2025, primarily due to decreases in interest income earned on our own and fiduciary funds, including the $143 million interest income earned in the three-month period ended March 31, 2025 related to the proceeds from the AssuredPartners Financing.

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):

Three-month period endedMarch 31,
20262025
Interest income, premium finance revenues and other income$83$238
Less:
Net (gains) on divestitures(7)(6)
Premium financing revenues and net earnings from equity interests(24)(23)
Interest income from cash, cash equivalents, and fiduciary cash$52$209
  • 36 -

Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing compensation expense for the three-month period ended March 31, 2026 with the same period in 2025 (in millions):

Three-month period endedMarch 31,
20262025
Compensation expense, as reported$2,211$1,617
Acquisition integration(37)(28)
Workforce and lease termination related charges(24)(16)
Acquisition related adjustments(50)(30)
Levelized foreign currency translation—29
Compensation expense, as adjusted$2,100$1,572
Reported compensation expense ratios51.5%48.8%
Adjusted compensation expense ratios49.0%46.7%
Reported revenues$4,293$3,314
Adjusted revenues - see page 31$4,286$3,365

The $594 million increase in compensation expense for the three-month period ended March 31, 2026 compared to the same period in 2025, was primarily due to compensation associated with the acquisitions completed in the twelve-month period ended March 31, 2026 ‑ $491 million, increases in base compensation to service and support organic growth - $66 million, increased acquisition earnout related adjustments - $20 million, acquisition integration costs - $9 million and workforce and lease termination related charges - $8 million.

Operating expense - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three-month period ended March 31, 2026 with the same period in 2025 (in millions):

Three-month period endedMarch 31
20262025
Operating expense, as reported$520$346
Acquisition integration(50)(16)
Workforce and lease termination related charges(3)(2)
Levelized foreign currency translation—9
Operating expense, as adjusted$467$337
Reported operating expense ratios12.1%10.5%
Adjusted operating expense ratios10.9%10.0%
Reported revenues$4,293$3,314
Adjusted revenues - see page 31$4,286$3,365

The $174 million increase in operating expense for the three-month period ended March 31, 2026 compared to the same period in 2025, was primarily due to expenses associated with the acquisitions completed in the twelve-month period ended March 31, 2026 ‑ $115 million, acquisition integration costs - $34 million, additional investments in technology - $24 million, and workforce and lease termination related charges - $1 million.

Depreciation - Depreciation expense increased in the three-month period ended March 31, 2026 compared to the same period in 2025 by $16 million. The increase in depreciation expense in 2026 compared to 2025 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 March 31, 2026.

Amortization - The increase in amortization expense in the three-month period ended March 31, 2026 compared to the same period in 2025 was primarily due to the impact of amortization expense of intangible assets associated with acquisitions completed in the twelve-month period ended March 31, 2026. Based on the results of impairment reviews during the three-month periods ended

  • 37 -

March 31, 2026 and 2025, we wrote off $1 million and $41 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-month period ended March 31, 2026 compared to the same period in 2025, 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 March 31, 2026 and 2025, we recognized $13 million and $12 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 2026. In addition, during each of the three-month periods ended March 31, 2026 and 2025, we recognized $3 million 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 51 and 28 acquisitions, respectively.

The amounts initially recorded as earnout payables for our 2021 to 2026 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 March 31, 2026 and 2025, were 25.5% and 25.7%, 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 March 31, 2026 and 2025, include noncontrolling interest earnings of $1 million and $5 million, respectively.

Risk Management

The risk management segment accounted for 10% of our revenue during the three-month period ended March 31, 2026. Our risk management segment operations provide contract claim settlement, claim administration, loss control services and risk management consulting. For further description of segment operations and revenue sources, see the "Business" section in our Annual Report on Form 10-K for the year ended December 31, 2025.

Financial information relating to our risk management segment results for the three-month period ended March 31, 2026 compared to the same period in 2025, is as follows (in millions, except per share, percentages and workforce data):

  • 38 -
Statement of EarningsThree-month period endedMarch 31,
2026 · 2025 · Change
Fees$420$365$55
Interest income and other income89(1)
Revenues before reimbursements42837454
Reimbursements42393
Total revenues47041357
Compensation26423133
Operating78717
Reimbursements42393
Depreciation1010—
Amortization761
Change in estimated acquisition earnout payables1—1
Total expenses40235745
Earnings before income taxes685612
Provision for income taxes18153
Net earnings50419
Net earnings attributable to noncontrolling interests———
Net earnings attributable to controlling interests$50$41$9
Diluted net earnings per share$0.19$0.16$0.03
Other information
Change in diluted net earnings per share19%(11%)
Growth in revenues (before reimbursements)14%6%
Organic change in fees (before reimbursements)10%4%
Compensation expense ratio (before reimbursements)62%62%
Operating expense ratio (before reimbursements)18%19%
Effective income tax rate26%26%
Workforce at end of period (includes acquisitions)11,12210,594
Identifiable assets at March 31$2,236$1,982
EBITDAC
Net earnings$50$41$9
Provision for income taxes18153
Depreciation1010—
Amortization761
Change in estimated acquisition earnout payables1—1
EBITDAC$86$72$14
  • 39 -

The following provides non-GAAP information that management believes is helpful when comparing EBITDAC and adjusted EBITDAC for the three-month period ended March 31, 2026 to the same period in 2025 (in millions):

Three-month period endedMarch 31,
20262025Change
Net earnings, as reported$50$4122%
Provision for income taxes1815
Depreciation1010
Amortization76
Change in estimated acquisition earnout payables1—
Total EBITDAC867219%
Acquisition integration12
Workforce and lease termination related charges13
Acquisition related adjustments6—
Levelized foreign currency translation—1
EBITDAC, as adjusted$94$7820%
Net earnings margin (before reimbursements), as reported11.7%11.0%+ 72 bpts
EBITDAC margin (before reimbursements), as adjusted21.7%20.4%+ 148 bpts
Reported revenues (before reimbursements)$428$374
Adjusted revenues (before reimbursements) - see page 31$428$381

Fees - In our risk management operations, during the three-month period ended March 31, 2026, organic change in fee revenue was 10%, reflecting continued strong new business production and client retention.

Items excluded from organic fee computations yet impacting revenue comparisons for the three-month periods ended March 31, 2026 and 2025 include the following (in millions):

Three-Month Period EndedMarch 31
Organic Revenues (Non-GAAP)20262025Change
Fees$415$36314%
International performance bonus fees52
Fees as reported42036515%
Less fees from acquisitions, divestitures and other(13)(1)
Levelized foreign currency translation—7
Organic fees$407$37110%

The following is a summary of risk management segment acquisition activity for 2026 and 2025:

Three-month period endedMarch 31,
20262025
Number of acquisitions closed11
Estimated annualized revenues acquired (in millions)$10$38

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.

  • 40 -

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 period ended March 31, 2026 decreased compared to the same period in 2025, primarily due to interest income earned on fiduciary funds.

Compensation expense - The following provides non-GAAP information that management believes is helpful when comparing compensation expense for the three-month period ended March 31, 2026 with the same period in 2025 (in millions):

Three-month period endedMarch 31,
20262025
Compensation expense, as reported$264$231
Acquisition integration—(1)
Workforce and lease termination related charges(1)(3)
Acquisition related adjustments(6)—
Levelized foreign currency translation—5
Compensation expense, as adjusted$257$232
Reported compensation expense ratios (before reimbursements)61.8%61.9%
Adjusted compensation expense ratios (before reimbursements)60.2%61.1%
Reported revenues (before reimbursements)$428$374
Adjusted revenues (before reimbursements) - see page 31$428$381

The $33 million increase in compensation expense for the three-month period ended March 31, 2026 compared to the same period in 2025, was primarily due to higher base and incentive compensation to service and support organic growth - $20 million in the aggregate, compensation associated with the acquisitions completed in the twelve-month period ended March 31, 2026 ‑ $10 million, acquisition earnout related adjustments - $6 million, partially offset by workforce and lease termination related charges - $2 million, and acquisition integration costs - $1 million.

Operating expense - The following provides non-GAAP information that management believes is helpful when comparing operating expense for the three-month period ended March 31, 2026 with the same period in 2025 (in millions):

Three-month period endedMarch 31,
2026 · 2025
Operating expense, as reported$78$71
Acquisition integration(1)(1)
Levelized foreign currency translation—1
Operating expense, as adjusted$77$71
Reported operating expense ratios (before reimbursements)18.4%19.0%
Adjusted operating expense ratios (before reimbursements)18.1%18.5%
Reported revenues (before reimbursements)$4280$374
Adjusted revenues (before reimbursements) - see page 31$428$381

The $7 million increase in operating expense for the three-month period ended March 31, 2026 compared to the same period in 2025, was primarily due to business insurance expense - $4 million, as well as expenses associated with the acquisitions completed in the twelve-month period ended March 31, 2026 - $3 million.

Depreciation - Depreciation was flat in the three-month period ended March 31, 2026 compared to the same period in 2025, which reflects the impact of office consolidations that occurred as leases expired in 2025 (less depreciation associated with furniture, equipment and leasehold improvements), partially offset by the impact of expenditures related to upgrading computer systems.

  • 41 -

Amortization - Amortization expense increased in the three month period ended March 31, 2026 compared to the same period in 2025 by $1 million due to the normal recurring quarterly amortization expense. Based on the results of impairment reviews during the three-month periods ended March 31, 2026 and 2025, 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-month period ended March 31, 2026 to the same period in 2025, was due to accretion of the discount. During the three-month periods ended March 31, 2026 and 2025, we recognized $1 million and minimal, respectively, of expense related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. In addition, during the three-month periods ended March 31, 2026 and 2025, there were no net adjustments in the estimated fair value of earnout obligations to projections of future performance for acquisitions.

Provision for income taxes - The risk management segment’s effective income tax rates for each of the three-month periods ended March 31, 2026 and 2025, was 26.5%. We anticipate reporting an effective tax rate on adjusted results of approximately 25.0% to27.0% in our risk management segment based on known changes in tax rates in future periods.

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 March 31, 2026 and in Note 7 to our most recent Annual Report on Form 10‑K as of December 31, 2025.

Financial information relating to our corporate segment results for the three-month period ended March 31, 2026 compared to the same period in 2025 is as follows (in millions, except per share):

Three-month period endedMarch 31,
Statement of Earnings20262025Change
Other income$(5)$—$(5)
Total revenues(5)—(5)
Compensation4149(8)
Operating4573(28)
Interest158158—
Depreciation22—
Total expenses246282(36)
Loss before income taxes(251)(282)31
Benefit for income taxes(111)(134)23
Net loss(140)(148)8
Net loss attributable to noncontrolling interests———
Net loss attributable to controlling interests$(140)$(148)$8
Diluted net loss per share$(0.54)$(0.57)$0.03
Identifiable assets at March 31$2,186$17,686
EBITDAC
Net loss$(140)$(148)$8
Benefit for income taxes(111)(134)23
Interest158158—
Depreciation22—
EBITDAC$(91)$(122)$31

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

  • 42 -

Compensation expense - Compensation expense in the three-month periods ended March 31, 2026 and 2025, includes salary, incentive compensation, and associated benefit expenses of $41 million and $49 million, respectively. The change in compensation expense for the three-month period ended March 31, 2026 compared to the same period in 2025 was primarily due to decreased incentive compensation related to transaction-related costs as described on page 44 in note (1).

Operating expense - Operating expense in the three-month period ended March 31, 2026, includes external professional fees and other due diligence costs related to acquisitions of $10 million, which includes $7 million of transaction-related costs as described on page 44 in note (1), other corporate and clean energy-related expenses, including litigation matters, technology and other professional fees of $41 million in aggregate, which includes costs associated with legal and tax matters and the write-down of a clean energy-related investment as described on page 44 in notes (3) and (4), and a net unrealized foreign exchange remeasurement gain of $6 million.

Operating expense in the three-month period ended March 31, 2025 includes banking and related fees of $1 million, external professional fees and other due diligence costs related to acquisitions of $21 million, which includes $18 million of transaction‑related costs as described on page 44 in note (1), other corporate and clean energy-related expenses, including litigation matters, technology and other professional fees of $28 million in aggregate, and a net unrealized foreign exchange remeasurement loss of $(23) million.

Interest expense - The interest expense for the three-month period ended March 31, 2026 was flat compared to the same period in 2025.

Depreciation -Depreciation expense in the three-month period ended March 31, 2026 was flat compared to 2025 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 March 31, 2026 was 21.1% compared to 18.8% for the same period in 2025.

The following provides non-GAAP information that we believe is helpful when comparing our operating results for the three-month periods ended March 31, 2026 and 2025 for the corporate segment (in millions):

2026 · 2025
Three-Month Periods Ended March 31PretaxLossIncomeTax(Provision)Benefit(Loss)Attributable toControllingInterestsPretaxLossIncomeTax(Provision)BenefitNet Earnings(Loss)Attributable toControllingInterests
Interest and banking costs$(158)$41$(117)$(159)$42$(117)
Clean energy-related(7)2(5)(2)1(1)
Acquisition costs (1)(10)2(8)(26)3(23)
Corporate (2)(76)66(10)(95)88(7)
Corporate, as reported(251)111(140)(282)134(148)
Adjustments
Clean energy-related (3)5(2)3———
Transaction-related costs (1)7(1)623(3)20
Legal and tax related (4)18(17)1———
Components of Corporate Segment, as adjusted
Interest and banking costs(158)41(117)(159)42(117)
Clean energy-related(2)—(2)(2)1(1)
Acquisition costs(3)1(2)(3)—(3)
Corporate (2)(58)49(9)(95)88(7)
Adjusted three months$(221)$91$(130)$(259)$131$(128)
  • 43 -

(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 acquisition of AssuredPartners and Woodruff Sawyer, which closed August 2025 and April 2025, respectively.

(2)Corporate pretax loss includes a net unrealized foreign exchange remeasurement gain of $6 million in first quarter 2026 and a net unrealized foreign exchange remeasurement loss of $(23) million in first quarter 2025.

(3)Adjustments in first quarter 2026 include the write-down of a clean energy-related investment.

(4)Adjustments in first quarter 2026 and 2025 include costs associated with legal and tax matters.

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

Clean energy - For 2026, 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 three-month periods ended March 31, 2026 and 2025, was $22 million and $66 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 30 of our Annual Report on Form 10‑K for the fiscal year ended December 31, 2025, for a more detailed discussion of these and other factors that could impact the information above.

  • 44 -

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.

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 2025 and for the three-month period ended March 31, 2026, 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 $957 million and $872 million for three-month periods ended March 31, 2026 and 2025, respectively. The increase in cash provided by operating activities during the three-month period ended March 31, 2026 compared to the same period in 2025, was primarily due to 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 2025, partially offset by the growth in 2026 compared to 2025 in our reported net earnings, adjusted for non-cash items (i.e., EBITDAC) .

During the three-month period ended March 31, 2026 employee matching contributions to the 401(k) plan of $115 million relating to 2025 were funded using common stock. During the three-month period ended March 31, 2025, employee matching contributions to the 401(k) plan of $105 million relating to 2024 were funded using common stock.

When assessing our overall liquidity, we believe that the focus should be on EBITDAC, and cash provided by operating activities in our consolidated statement of cash flows. Consolidated EBITDAC was$1,557 million and$1,301 million for the three-month periods ended March 31, 2026 and 2025, respectively. Net earnings attributable to controlling interests were $822 million and $704 million for the three-month periods ended March 31, 2026 and 2025, respectively. We believe that EBITDAC items are indicators of trends in liquidity.

Defined Benefit Pension Plan

In 2025, we initiated a process to fully terminate our defined pension benefit plan. In fourth quarter 2025, substantially all of the future obligations under the plan were settled through a combination of lump sum payments to eligible, electing participants and a transfer of the remaining liability through the purchase of a group annuity contract to a highly-rated third-party insurance company. As of March 31, 2026, the only remaining obligations are payments to the Pension Benefit Guaranty Corporation (which we refer to as PBGC) for missing participants and the distribution of the surplus assets to plan participants. In 2026, after the liability for the missing participants has been transferred to the PBGC and the remaining assets have been distributed, the final plan termination accounting will be completed. In fourth quarter 2025, we recognized a non-cash, pre-tax loss of approximately $16 million to operating expense in the consolidated statement of earnings that was offset by an approximate $12 million adjustment to consolidated statement of comprehensive earnings and a $4 million reversal of a deferred tax asset. In 2026, based on estimates as of December 31, 2025, we expect to recognize a non-cash, pre-tax loss of approximately $17 million to operating expense in the consolidated statement of earnings related to the final plan termination accounting. We will not make any additional funding to the plan related to this plan termination process.

Investing Cash Flows

Capital Expenditures - Capital expenditures were $36 million and $28 million for the three-month periods ended March 31, 2026 and 2025, respectively. In 2026, we expect total expenditures for capital improvements to be approximately $227 million (includes the impact of acquisitions closed through March 31, 2026), part of which is related to expenditures on office moves and investments being made in IT and software development projects. Capital expenditures increased in 2026 compared to 2025 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

  • 45 - 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 $289 million and $332 million in the three-month periods ended March 31, 2026 and 2025, respectively. In addition, during the three-month period ended March 31, 2026, we issued 0.1 million shares ($17 million) of our common stock as payment for a portion of the total consideration paid for 2026 acquisitions and earnout payments made in 2026. During the three-month period ended March 31, 2025, we issued 0.1 million shares ($16 million) of our common stock as payment for consideration paid for 2025 acquisitions and earnout payments made in 2025. We completed nine and eleven acquisitions in the three-month periods ended March 31, 2026 and 2025, respectively. Annualized revenues of businesses acquired in the three-month periods ended March 31, 2026 and 2025 totaled approximately $59 million and $101 million, respectively. For the remainder of 2026, 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 three-month periods ended March 31, 2026 and 2025, we sold several books of business and recognized net gains of $7 million and $6 million, respectively. We received net cash proceeds of $4 million and $2 million, respectively, in these 2026 and 2025 transactions.

Financing Cash Flows

At March 31, 2026, we had $9,550 million of Senior Notes, $3,008 million of corporate related borrowings outstanding, $285 million of borrowings outstanding under our Credit Agreement, $156 million of borrowings outstanding under our Premium Financing Debt Facility and a cash and cash equivalent balance of $1,413 million.

Consistent with past practice, as of March 31, 2026 we had pre-issuance hedges open for $1,500 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 March 31, 2026.

Senior Notes - There were no changes in our Senior Notes in 2026 and 2025.

Note Purchase Agreement - During February 2026, we used operating cash to fund the $140 million Series II note maturity with a fixed rate of 4.85% due February 13, 2026 and $175 million Series I note maturity with a fixed rate of 4.73% due February 27, 2026.

Credit Agreement - On April 3, 2025, we entered into an amendment and restatement to the Credit Agreement dated June 22, 2023 (which, as amended and restated, we refer to as the Credit Agreement). The Credit Agreement provides for a five-year unsecured revolving credit facility in the amount of $2,500 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 million letter of credit sub-facility and a $250 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 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 three-month period ended March 31, 2026, we borrowed an aggregate of $1,975 million and repaid $1,690 million. At March 31, 2026, there were $285 million of borrowings outstanding under the Credit Agreement. Due to outstanding letters of credit, $2,213 million remained available for potential borrowings under the Credit Agreement at March 31, 2026. Principal uses of the 2026 and 2025 borrowings under the Credit Agreement were to fund acquisitions, earnout payments related to acquisitions and general corporate purposes.

Premium Financing Debt Facility - On November 17, 2025, 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

  • 46 - separated into AU$310 million and NZ$10 million tranches (the AU$ tranche will increase as of June 1, 2026 to AU$390 million and the NZ$ tranche will increase as of October 1, 2026 to NZ$25 million), (ii) Facility C, which is an AU$60 million equivalent multi-currency overdraft tranche and (iii) Facility D, which is a NZ$15 million equivalent multi-currency overdraft tranche.

At March 31, 2026, AU$215 million of borrowings were outstanding under Facility B, with no borrowings outstanding under the NZ$ tranche of Facility B. There were no borrowings outstanding under Facility C and NZ$12 million of borrowings were outstanding under Facility D, which in aggregate amount to US$156 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 three-month period ended March 31, 2026, we declared$182 million in cash dividends on our common stock, or $0.70 per common share per quarter, an 8% increase over the three-month period ended March 31, 2025. On April 29, 2026, we announced a quarterly dividend for second quarter 2026 of $0.70 per common share. This dividend level in 2026 will result in annualized net cash used by financing activities in 2026 of approximately $719 million (based on the number of outstanding shares as of March 31, 2026) or an anticipated increase in cash used of approximately $52 million compared to 2025. 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 March 31, 2026, 5.4 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 three-month period ended March 31, 2026 we repurchased 1.4 million shares of our common stock in the amount of$310 million pursuant to our repurchase plan. During the three-month period ended March 31, 2025, 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 2026 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 $8.3 billion. 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 3.0 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

  • 47 - acquisitions from time to time or for general corporate purposes. During the quarter ended March 31, 2026, we did not sell shares of our common stock under the program.

Common Stock Issuances - Refer to Note 13 for more information regarding the issuance or our common stock and the qualified contributory savings and thrift 401(k) plan.

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, 2025.

Business Combinations and Dispositions

See Note 3 to the unaudited consolidated financial statements for a discussion of our business combinations during the three-month period ended March 31, 2026. We did not have any material dispositions during the three-month period ended March 31, 2026.

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