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What changed in Arthur J. Gallagher & Co.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Arthur J. Gallagher & Co.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+333 added−670 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-18)

Top changes in Arthur J. Gallagher & Co.'s 2025 10-K

333 paragraphs added · 670 removed · 277 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeBetween our direct operations and this global network of correspondent insurance brokers and consultants, we are able to serve our clients’ coverage and service needs in approximately 130 countries around the world. Global Reinsurance Brokerage Operations Our reinsurance brokerage operations (which we refer to as Gallagher Re) accounted for 13% of our brokerage segment revenues in 2024.
Biggest changeWe also have strategic brokerage alliances with a variety of independent brokers in countries where we do not have a local office presence. Between our direct operations and this global network of correspondent insurance brokers and consultants, we are able to serve our clients’ coverage and service needs in approximately 130 countries around the world.
The majority of these acquisitions have been smaller regional or local brokerages, agencies, or employee benefit consulting operations with a middle or small client focus and/or significant expertise in one of our niche/practice groups. The total purchase price for individual acquisitions has typically ranged from $1.0 million to $100.0 million.
The majority of these acquisitions have been smaller regional or local brokerages, agencies, or employee benefit consulting operations with a middle or small client focus and/or significant expertise in one of our niche/practice groups. The total purchase price for individual acquisitions has typically ranged from $1 million to $100 million.
Significant lines of insurance coverage and consultant capabilities are as follows: Aviation Disability General Liability Products Liability Casualty Earthquake Health & Welfare Professional Liability Claims Advocacy Errors & Omissions Healthcare Analytics Property Commercial Auto Exchange Solutions Human Resources Retirement Compensation Executive Benefits Institutional Investment Surety Bond Cyber Liability Fiduciary Services Loss Control Voluntary Benefits Dental Fine Arts Marine Wind Directors & Officers Liability Fire Medical Workers’ Compensation Our retail brokerage operations are organized and operate within certain key niche/practice groups, which account for approximately 79% of our retail brokerage revenues.
Significant lines of insurance coverage and consultant capabilities are as follows: Aviation Disability General Liability Products Liability Casualty Earthquake Health & Welfare Professional Liability Claims Advocacy Errors & Omissions Healthcare Analytics Property Commercial Auto Exchange Solutions Human Resources Retirement Compensation Executive Benefits Institutional Investment Surety Bond Cyber Liability Fiduciary Services Loss Control Voluntary Benefits Dental Fine Arts Marine Wind Directors & Officers Liability Fire Medical Workers’ Compensation Our retail brokerage operations are organized and operate within certain key niche/practice groups, which account for approximately 74% of our retail brokerage revenues.
Our wholesale brokers assist our retail brokers and other non-affiliated brokers in the placement of specialized and hard-to-place insurance. These brokers operate through approximately 162 offices primarily located across the U.S., Bermuda and through our approved Lloyd’s of London brokerage operation. More than 75% of our wholesale brokerage revenues comes from non-affiliated brokerage clients.
Our wholesale brokers assist our retail brokers and other non-affiliated brokers in the placement of specialized and hard-to-place insurance. These brokers operate through approximately 149 offices primarily located across the U.S., Bermuda and through our approved Lloyd’s of London brokerage operation. More than 75% of our wholesale brokerage revenues comes from non-affiliated brokerage clients.
See Note 3 to our 2024 consolidated financial statements for a summary of our 2024 acquisitions, the amount and form of the consideration paid and the dates of acquisitions. 8 Clients Our client base is highly diversified and includes commercial, industrial, public sector, religious and nonprofit entities, as well as underwriting enterprises in our reinsurance operations and risk management segment.
See Note 3 to our 2025 consolidated financial statements for a summary of our 2025 acquisitions, the amount and form of the consideration paid and the dates of acquisitions. Clients Our client base is highly diversified and includes commercial, industrial, public sector, religious and nonprofit entities, as well as underwriting enterprises in our reinsurance operations and risk management segment.
Item 1. B usiness. Overview Arthur J. Gallagher & Co. and its subsidiaries, collectively referred to herein as we, our, us or Gallagher, are engaged in providing insurance brokerage, reinsurance brokerage, consulting, and third-party property/casualty claims settlement and administration services to entities and individuals around the world.
Item 1. Business. Overview Arthur J. Gallagher & Co. and its subsidiaries, collectively referred to herein as we, our, us or Gallagher, are engaged in providing insurance brokerage, reinsurance brokerage, consulting, and third-party property/casualty claims settlement and administration services to entities and individuals around the world.
We also have specialty, wholesale, underwriting and reinsurance intermediary operations in London for clients to access Lloyd’s of London and other international underwriting enterprises, and a program operation offering customized risk management products and services to U.K. public entities.
We also have specialty, wholesale, underwriting and reinsurance intermediary operations in London for clients to access Lloyd’s of London and other international underwriting enterprises, and a program operation offering customized risk 6 Table of Contents management products and services to U.K. public entities.
The Gallagher North American Sales Internship Program has been a key part of our talent development strategy for nearly 60 years. During that time, our program has grown globally and we employed approximately 500 interns in the summer of 2024.
The Gallagher North American Sales Internship Program has been a key part of our talent development strategy for 60 years. During that time, our program has grown globally and we employed approximately 500 interns in the summer of 2025.
The corporate segment did not generate any significant revenues in 2024. Shares of our common stock are traded on the New York Stock Exchange under the symbol “AJG”, and we had a market capitalization at December 31, 2024 of approximately $71 billion. Information in this report is as of December 31, 2024 unless otherwise noted.
The corporate segment did not generate any significant revenues in 2025. Shares of our common stock are traded on the New York Stock Exchange under the symbol “AJG”, and we had a market capitalization at December 31, 2025 of approximately $67 billion. Information in this report is as of December 31, 2025 unless otherwise noted.
Corporate Segment 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. As a result, the timing of acquisitions impact the trends in our quarterly operating results.
Corporate Segment The corporate segment reports the financial information related to our debt, external acquisition-related expenses, other corporate costs, the impact of foreign currency remeasurement and clean energy investments. As a result, the timing of acquisitions impact the trends in our quarterly operating results.
We also have a wholly owned underwriting enterprise subsidiary based in the U.S. that cedes all of its insurance risk of loss to reinsurers or captives under facultative and quota-share treaty reinsurance agreements. Risk Management Segment Our risk management segment accounted for 14% of our revenues in 2024.
We also have a wholly owned underwriting enterprise subsidiary based in the U.S. that cedes all of its insurance risk of loss to reinsurers or captives under facultative and quota-share treaty reinsurance agreements. Risk Management Segment Our risk management segment accounted for 13% of our revenues in 2025.
We anticipate growing Gallagher Re by increasing the number of underwriting enterprise clients, deepening our relationships with current underwriting enterprise clients, developing new products, further building out our facultative capabilities, and through mergers and acquisitions. Wholesale Insurance Brokerage Operations Our wholesale insurance brokerage operations accounted for 14% of our brokerage segment revenues in 2024.
We anticipate growing Gallagher Re by increasing the number of underwriting enterprise clients, deepening our relationships with current underwriting enterprise clients, developing new products, further building out our facultative capabilities, and through mergers and acquisitions. Wholesale Insurance Brokerage Operations Our wholesale insurance brokerage operations accounted for 13% of our brokerage segment revenues in 2025.
We offer client service capabilities in approximately 130 countries around the world through our direct operations as well as through a network of correspondent brokers and consultants. Domestic Retail Insurance Brokerage Operations Our retail insurance brokerage operations accounted for 73% of our brokerage segment revenues in 2024.
We offer client service capabilities in approximately 130 countries around the world through our direct operations as well as through a network of correspondent brokers and consultants. Domestic Retail Insurance Brokerage Operations Our retail insurance brokerage operations accounted for 75% of our brokerage segment revenues in 2025.
Since our founding in 1927, we have grown from a one-person insurance agency to the world’s third largest insurance broker/risk manager based on revenues according to Business Insurance magazine’s July/August 2024 edition, and one of the world’s largest property/casualty third party claims administrators, according to Business Insurance magazine’s May 2024 edition.
Since our founding in 1927, we have grown from a one-person insurance agency to the world’s third largest insurance broker/risk manager based on revenues according to Business Insurance magazine’s June/July 2025 edition, and one of the world’s largest property/casualty third party claims administrators, according to Business Insurance magazine’s April/May 2025 edition.
Our brokerage segment operates through a network of more than 580 sales and service offices located throughout the U.S. and approximately 350 sales and service offices in approximately 5 60 countries, most of which are in the Australia, Canada, New Zealand and the U.K. Most of these offices are fully staffed with sales and service personnel.
Our brokerage segment operates through a network of more than 650 sales and service offices located throughout the U.S. and approximately 400 sales and service offices in 5 Table of Contents approximately 60 countries, most of which are in the Australia, Canada, New Zealand and the U.K. Most of these offices are fully staffed with sales and service personnel.
In addition, major political and legal developments in jurisdictions in which we do business may lead to new regulatory costs and challenges. For example, China adopted a “blocking” statute similar to that of the European Union (EU) requiring compliance with certain Chinese laws if they conflict with U.S. laws.
In addition, major political and legal developments in jurisdictions in which we do business may lead to new regulatory costs and challenges. For example, China has in place a “blocking” statute similar to that of the European Union (which we refer to as the E.U.) requiring compliance with certain Chinese laws if they conflict with U.S. laws.
The timing of acquisitions, recognition of books of business gains and losses also impact the trends in our quarterly operating results. Brokerage Segment The brokerage segment accounted for 86% of our revenues in 2024.
The timing of acquisitions, recognition of books of business gains and losses also impact the trends in our quarterly operating results. Brokerage Segment The brokerage segment accounted for 87% of our revenues in 2025.
We believe that the primary factors determining our competitive position are our ability to deliver better outcomes, reputation for outstanding service, cost-efficient service, our data analytics capabilities and financial strength. Business Combinations We completed approximately 750 acquisitions from January 1, 2002 through December 31, 2024.
We believe that the primary factors determining our competitive position are our ability to deliver better outcomes, reputation for outstanding service, cost-efficient service, our data analytics capabilities and financial strength. 8 Table of Contents Business Combinations We completed approximately 780 acquisitions from January 1, 2002 through December 31, 2025.
Approximately 75% of our employees work in our brokerage segment and 18% in our risk management segment. Our remaining employees work in our corporate segment, primarily at our headquarters and at Gallagher Centers of Excellence in India.
Approximately 77% of our employees work in our brokerage segment and 15% in our risk management segment. Our remaining employees work in our corporate segment, primarily at our headquarters and at Gallagher Centers of Excellence in India.
International and Other Brokerage Related Operations We operate as a retail commercial property and casualty broker throughout 45 locations in Australia, 42 locations in Canada and 37 locations in New Zealand. In the U.K., we operate as a retail broker from approximately 100 locations.
International and Other Brokerage Related Operations We operate as a retail commercial property and casualty broker throughout 47 locations in Australia, 40 locations in Canada and 37 locations in New Zealand. In the U.K., we operate as a retail broker from approximately 128 locations.
The DOJ also updated its guidance on corporate compliance programs to include AI risk management.
For example, the DOJ updated its guidance on corporate compliance programs to include AI risk management.
In 2024, our largest single client represented approximately 1% and our ten largest clients together represented approximately 3%, respectively, of our combined brokerage and risk management segment revenues. Human Capital As of December 31, 2024, we had approximately 56,000 employees, with approximately 43% in the U.S. and 57% outside of the U.S.
In 2025, our largest single client represented approximately 1% and our ten largest clients together represented approximately 3%, respectively, of our combined brokerage and risk management segment revenues. Human Capital As of December 31, 2025, we had approximately 72,000 employees, with approximately 47% in the U.S. and 53% outside of the U.S.
In 2024, our total compensation expense was $5,501.4 million for the brokerage segment and $882.4 million for the risk management segment, representing 55% and 61%, respectively, of brokerage and risk management segment revenues. Additional information regarding compensation expense, both on a reported and an adjusted basis can be found elsewhere in this report under Item 7.
In 2025, our total compensation expense was $6,660 million for the brokerage segment and $974 million for the risk management segment, representing 55% and 61%, respectively, of brokerage and risk management segment revenues. Additional information regarding compensation expense, both on a reported and an adjusted basis can be found elsewhere in this report under Item 7.
During 2024, we also completed several acquisitions that were larger than our usual tuck-in acquisitions, namely the acquisitions of RIBV Holdings, LLC and Redington, within our brokerage segment. Through these acquisitions, we seek to expand our talent pool, enhance our geographic presence and service capabilities, or further diversify our business mix.
During 2025, we also completed several acquisitions that were larger than our usual tuck-in acquisitions, namely the acquisitions of Woodruff Sawyer and AssuredPartners, within our brokerage segment. Through these acquisitions, we seek to expand our talent pool, enhance our geographic presence and service capabilities, or further diversify our business mix.
We acknowledge the changing work landscape and promote hybrid work arrangements, aiming to provide our employees with flexibility and work-life balance. Further, we conduct periodic global engagement surveys that have had increasingly strong participation and positive results. Employee Learning and Development We have programs around the world that offer learning and development opportunities to our employees.
We acknowledge the changing work landscape and promote hybrid work arrangements, aiming to provide our employees with flexibility and work-life balance. Further, we conduct periodic global engagement surveys that have had increasingly strong participation and positive results.
Unless expressly noted, the information on our website, including our investor relations website, or any other website is not incorporated by reference in this Form 10-K and should not be considered part of this Form 10-K or any other filing we make with the S EC. 10 Item 1A . Ris k Factors.
Unless expressly noted, the information on our website, including our investor relations website, or any other website is not incorporated by reference in this Form 10-K and should not be considered part of this Form 10-K or any other filing we make with the SEC. 10 Table of Contents
We report our results in three segments: brokerage, risk management and corporate. The brokerage and risk management segments contributed approximately 86% and 14%, respectively, to 2024 revenues. We generate approximately 64% of our revenues from the combined brokerage and risk management segments in the U.S., with the remaining 36% generated internationally, primarily in Australia, Canada, New Zealand and the U.K.
We report our results in three segments: brokerage, risk management and corporate. The brokerage and risk management segments contributed approximately 87% and 13%, respectively, to 2025 revenues. We generate approximately 67% of our revenues from the combined brokerage and risk management segments in the U.S., with the remaining 33% generated internationally, primarily in Australia, Canada, New Zealand and the U.K.
See the discussion below regarding our “Global Reinsurance Brokerage Operations.” In Bermuda, we act principally as a wholesale broker for clients looking to access Bermuda-based underwriting enterprises and we also provide management and administrative services for captive insurance entities. 6 We also have strategic brokerage alliances with a variety of independent brokers in countries where we do not have a local office presence.
See the discussion below regarding our “Global Reinsurance Brokerage Operations.” In Bermuda, we act principally as a wholesale broker for clients looking to access Bermuda-based underwriting enterprises and we also provide management and administrative services for captive insurance entities.
Available Information Our executive offices are located at 2850 Golf Road, Rolling Meadows, Illinois 60008-4050, and our telephone number is (630) 773‑3800.
Navigating these inconsistent and evolving rules may demand substantial effort and resources. Available Information Our executive offices are located at 2850 Golf Road, Rolling Meadows, Illinois 60008-4050, and our telephone number is (630) 773‑3800.
For example, the Achieve and Gallagher Career Associate Programs are career development programs available in North America that combine formal training, with experiential learning to provide participants the knowledge needed to be successful as client service and sales professionals, respectively. Similarly, we offer development programs outside the U.S., for example in Australia, Canada, India, New Zealand and the U.K.
For example, the Achieve and Gallagher Career Associate Programs are career development programs available in North America that combine formal training, with experiential learning to provide participants the knowledge needed to be successful 9 Table of Contents as client service and sales professionals, respectively.
Department of Justice (DOJ), the IRS, the Federal Trade Commission (FTC) the Financial Industry Regulatory Authority (FINRA) and the Financial Crimes Enforcement Network in the U.S., the Financial Conduct Authority in the U.K., the Australian Securities and Investments Commission in Australia and insurance regulators in nearly every jurisdiction in which we operate.
Department of Justice (which we refer to as the DOJ), the IRS, the Federal Trade Commission (which we refer to as the FTC) the Financial Industry Regulatory Authority (which we refer to as the FINRA) and the Financial Crimes Enforcement Network in the U.S., the Financial Conduct Authority in the U.K.
While this segment complements our brokerage offerings, approximately 94% of our risk management segment’s revenues come from clients not affiliated with our brokerage operations, such as underwriting enterprises and clients of other insurance brokers. 7 We expect that the risk management segment’s most significant growth prospects through the next several years will come from: • Program business and the outsourcing of portions of underwriting enterprise claims departments; • Increased levels of business with Fortune 1000 companies; • Larger middle-market companies and captives; and • Mergers and acquisitions.
We expect that the risk management segment’s most significant growth prospects through the next several years will come from: • Program business and the outsourcing of portions of underwriting enterprise claims departments; • Increased levels of business with Fortune 1000 companies; • Larger middle-market companies and captives; and • Mergers and acquisitions.
Risk management services are primarily marketed on an independent basis from our brokerage operations, to Fortune 1000 companies, larger middle-market companies, nonprofit organizations, public sector entities, and underwriting enterprises, such as insurance carriers and captives.
Approximately 59% of our risk management segment’s revenues are from workers’ compensation-related claims, 34% are from general and commercial auto liability-related claims and 7% are from property-related claims in 2025. 7 Table of Contents Risk management services are primarily marketed on an independent basis from our brokerage operations, to Fortune 1000 companies, larger middle-market companies, nonprofit organizations, public sector entities, and underwriting enterprises, such as insurance carriers and captives.
Gallagher Re operates from more than 60 offices across 26 countries, with specialist expertise, underpinned by a portfolio of analytics capabilities including catastrophe modeling, dynamic financial analysis, rating agency analysis and capital modeling.
Global Reinsurance Brokerage Operations Our reinsurance brokerage operations (which we refer to as Gallagher Re) accounted for 12% of our brokerage segment revenues in 2025. Gallagher Re operates from more than 77 offices across 27 countries, with specialist expertise, underpinned by a portfolio of analytics capabilities including catastrophe modeling, dynamic financial analysis, rating agency analysis and capital modeling.
We believe that the primary factors determining our competitive advantage are the quality of the services we render, the personalized attention we provide, the individual and corporate expertise providing the actual service to the client, the data analytics and technology capabilities we have built and the overall cost efficiencies we create for our clients.
We believe that the primary factors determining our competitive position with other organizations in our industry are the quality of the services we offer, the personalized attention we provide, the individual and corporate expertise providing the actual service to the client, the data analytics and technology capabilities we have built, the overall cost efficiencies we create for our clients, and our ability to address client needs across the insurance value chain by leveraging our capabilities in insurance, reinsurance, alternative risk transfer, management and administrative services, benefits consulting and claims management.
Rising global tensions and protectionism may also lead other countries to adopt similar blocking statutes, which could make it more difficult and costly for us to expand our operations globally.
Rising global tensions and protectionism may also lead other countries to adopt similar blocking statutes, which could make it more difficult and costly for us to expand our operations globally. In addition, climate change and sustainability issues remain a significant focus for investors, clients and other business partners, while regulatory approaches across jurisdictions continue to vary widely.
Many of these laws and regulations may have differing or conflicting legal standards across jurisdictions, increasing further the complexity and cost of compliance.
Many of these laws and regulations may have differing or conflicting legal standards across jurisdictions, increasing further the complexity and cost of compliance. We experience substantial geopolitical and regulatory changes on a real-time basis, which may lead to uncertainty and increase the complexity, difficulty, and cost of compliance.
Our retirement-related consulting and investment advisory services are subject to pension law and financial regulation in many countries.
(which we refer to as the FCA) in the U.K., the Australian Securities and Investments Commission in Australia and insurance regulators in nearly every jurisdiction in which we operate. Our retirement-related consulting and investment advisory services are subject to pension law and financial regulation in many countries.
As of December 31, 2024, approximately 58% of our employees were women, including 48% of managers and 40% of producers. In the U.S., approximately 27% of our employees were racially/ethnically diverse, including 18% of managers and 21% of producers.
In the U.S., approximately 26% of our employees were racially/ethnically diverse, including 18% of managers and 20% of producers. Employee Learning and Development We have programs around the world that offer learning and development opportunities to our employees.
In addition, we provide on‑demand access to over 35,000 globally accessible business skills training modules across 18 languages. Inclusion and Diversity We aim to foster an environment that values and leverages the diverse talents, perspectives and ideas of all employees so they can reach their fullest potential.
We aim to foster an environment that values and leverages the talents, perspectives and ideas of all employees so they can reach their fullest potential. As of December 31, 2025, approximately 58% of our employees were women, including 50% of managers and 39% of producers.
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Approximately 61% of our risk management segment’s revenues are from workers’ compensation-related claims, 34% are from general and commercial auto liability-related claims and 5% are from property-related claims in 2024.
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While this segment complements our brokerage offerings, approximately 95% of our risk management segment’s revenues come from clients not affiliated with our brokerage operations, such as underwriting enterprises and clients of other insurance brokers.
Removed
Our activities are also subject to a variety of other laws, rules and regulations addressing, among others, licensing, cybersecurity, data privacy, AI, wage-and-hour standards, employment and labor relations, competition, anti-corruption, currency, the conduct of business, reserves and the amount of local investment with respect to our operations in certain countries.
Added
Similarly, we offer development programs outside the U.S., for example in Australia, Canada, India, New Zealand and the U.K. In addition, we provide on‑demand access to over 35,000 globally accessible business skills training modules across 18 languages.
Removed
As we continue to implement new technology and AI initiatives across our business we also expect to be subject to additional regulations related to the use of such new technologies.
Added
Some jurisdictions, such as the U.K, Australia and the State of California, are intensifying regulation and enforcement with respect to climate-related disclosures, where others are moving towards deregulation – for example, at the U.S. federal level the SEC abandoned the defense of the climate-related disclosures rule and the E.U. approved the Omnibus I directive that reduced significantly the entities subject to, and the requirements of, the Corporate Sustainability Reporting Directive (which we refer to as CSRD) and the Corporate Sustainability Due Diligence Directive (which we refer to as CSDDD).
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In emerging markets and other 9 jurisdictions with less developed legal systems, local laws and regulations may not be established with sufficiently clear and reliable guidance to provide us with adequate assurance that we are aware of all necessary licenses to operate our business, that we are operating our business in a compliant manner, or that our rights are otherwise protected.
Removed
In addition, as regulators and investors continue to focus on climate change and other sustainability issues, we are exposed to the risk of frameworks and regulations being adopted that require significant effort to comply with and which are ill-adapted to our operations, particularly with respect to our larger-than usual acquisitions that may have their own sustainability programs and may have complied with sustainability regulations in the past in a way that may differ substantially from our sustainability program and strategy.
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For example, in 2023, pursuant to the Corporate Sustainability Reporting Directive (CSRD, which we expect will result in disclosure obligations in future years for us and some of our EU subsidiaries, the first set of EU sustainability reporting standards (which we refer to as ESRS) was developed by the European Financial Reporting Advisory Group (which we refer to as EFRAG) and adopted by the EU.
Removed
EFRAG will continue to issue sector-specific and non-EU applicable ESRS in the coming years, with such standards to be tailored to EU policy positions which may be different or contradictory with those applicable in other jurisdictions such as the International Sustainability Standards Board standards (which we refer to as ISSB) and the Task Force on Climate-Related Financial Disclosures (which we refer to as TCFD) framework.
Removed
In the U.K., our business is subject to a number of disclosure obligations under different sustainability frameworks, such as the TCFD. Australia enacted mandatory disclosures based on the ISSB standards in 2024, and other jurisdictions, such as Canada and New Zealand, have announced that they plan to implement ISSB-based disclosures.
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There is further uncertainty in this space as the SEC’s new climate change disclosure requirements enacted in 2024 are currently being challenged in legal proceedings and are expected to be struck down, while, the State of California has enacted disclosure rules, which we expect will require us, among other things, to publish our consolidated carbon emissions.
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Compliance with such differing and uncertain rules and frameworks requires, significant effort and could divert management’s attention and resources. Regulations promulgated by the U.S. Treasury Department pursuant to the Foreign Account Tax Compliance Act (which we refer to as FATCA) require us to take various measures relating to non‑U.S. funds, transactions and accounts.
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Risk Factor Summary Risks Relating to the Acquisition of AssuredPartners • There can be no assurance that the Transaction will be completed or that we will realize the expected benefits of the Transaction. • We may encounter integration challenges and AssuredPartners may not perform as expected. • We have made certain assumptions relating to the Transaction and AssuredPartners which may prove to be materially inaccurate.
Removed
Risks Relating to our Business Generally • Global economic and geopolitical events, such as fluctuations in interest and inflation rates; geo-economic fragmentation and protectionism; a recession or economic downturn; a potential U.S. government shutdown or gridlock over increasing the debt ceiling and political violence, and instability, including as a result of armed conflicts in Ukraine and the Middle East, could adversely affect our results of operations and financial condition. • Economic conditions that result in financial difficulties for underwriting enterprises or lead to reduced risk-taking capital capacity could adversely affect our results of operations and financial condition. • We have historically acquired large numbers of insurance brokers, benefit consulting firms and, to a lesser extent, third party claims administration and risk management firms.
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We may not be able to continue such an acquisition strategy in the future and there are risks associated with such acquisitions, which could adversely affect our growth and results of operations. • We face additional risks relating to acquisitions that are larger than our usual tuck-in acquisitions, including that these acquisitions will not perform as expected and that we cannot successfully integrate complex operations. • Damage to our reputation and culture could have a material adverse effect on our business. • Our sustainability aspirations, goals and initiatives, and our public statements and disclosures regarding them, expose us to numerous risks. • If we are unable to apply technology, data analytics and AI effectively in driving value for our clients through technology-based solutions or gain internal efficiencies and effective internal controls through the application of technology and related tools, our operating results, client relationships, organic and inorganic growth and compliance programs could be adversely affected. • We are subject to risks associated with AI. • Our success depends, in part, on our ability to attract and retain qualified talent, including our senior management team. • Business disruptions could have a material adverse effect on our operations, damage our reputation and impact client relationships. • Sustained increases in compensation expense and the cost of employee benefits could reduce our profitability. • Our substantial operations outside the U.S. expose us to risks different than those we face in the U.S. • Changes in tax laws could adversely affect us. • We face significant competitive pressures in each of our businesses. • Volatility or declines in premiums or other adverse trends in the insurance industry may seriously undermine our profitability. • Contingent and supplemental revenues we receive from underwriting enterprises are less predictable than standard commission revenues, and any decrease in the amount of these forms of revenue could adversely affect our results of operations. • We face a variety of risks in our benefit consulting operations distinct from those we face in our insurance brokerage operations. 11 • We face a variety of risks in our third-party claims administration operations that are distinct from those we face in our brokerage and benefit consulting operations. • Climate risks, including the risk of an economic crisis, risks associated with the physical effects of climate change and disruptions caused by the transition to a low-carbon economy, could adversely affect our business, results of operations and financial condition.
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Regulatory, Legal and Accounting Risks • Improper disclosure of confidential, personal or proprietary information and cybersecurity attacks or other security breach of our information systems, or those of third-party vendors we rely on, could result in regulatory scrutiny, legal liability or reputational harm, and could adversely affect our business, financial condition and reputation. • We are subject to a number of contingencies and legal proceedings which, if determined unfavorably to us, would adversely affect our financial results. • Changes in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect our business and financial results. • We could be adversely affected by violations or alleged violations of laws that impose requirements for the conduct of our overseas operations, including the FCPA, the U.K.
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Bribery Act or other anti-corruption laws, sanctions laws, and FATCA. • We are subject to regulation worldwide.
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If we fail to comply with regulatory requirements or if regulations change in a way that adversely affects our operations, we may not be able to conduct our business, or we may be less profitable. • Changes in our accounting estimates and assumptions could negatively affect our financial position and operating results. • Limited protection of our intellectual property could harm our business and our ability to compete effectively, and we face the risk that our services or products may infringe upon the intellectual property rights of others.
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Risks Relating to our Investments, Debt and Common Stock • Our clean energy investments are subject to various risks and uncertainties. • The IRC Section 45 operations in which we have invested and the by-products from such operations may result in environmental and product liability claims and environmental compliance costs. • We have debt outstanding that could adversely affect our financial flexibility and subjects us to restrictions and limitations that could significantly impact our ability to operate our business. • Credit rating downgrades would increase our financing costs and could subject us to operational risk. • We are a holding company and, therefore, may not be able to receive dividends or other distributions in needed amounts from our subsidiaries. • Future sales or other dilution of our equity could adversely affect the market price of our common stock.
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Risks Relating to the Acquisition of AssuredPartners There can be no assurance that the Transaction will be completed or that we will realize the expected benefits of the Transaction. As discussed elsewhere in this Annual Report on Form 10-K, on December 7, 2024, we signed a definitive agreement to acquire AssuredPartners.
Removed
Our ability to complete the Transaction may be negatively impacted by general market conditions, issues with regulatory approval in the U.S., the U.K. and Ireland and the other risks described herein.
Removed
Although we currently anticipate that the Transaction, should it occur, will be accretive to earnings per share from and after its closing, this expectation is based on assumptions about our business, the operations to be acquired and preliminary estimates, which may change materially.
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As a result, should the Transaction occur, certain other amounts to be paid in connection with the Transaction may cause dilution to our earnings per share or decrease or delay the expected accretive effect of the Transaction and cause a decrease in the market 12 price of our common stock.
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In addition, a change in one or more of these assumptions may result in a change in future earnings, which could be material. We may encounter integration challenges and AssuredPartners may not perform as expected.
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We can provide no assurance that we will be able to successfully integrate AssuredPartners or achieve the expected cost savings or revenue synergies from such integration, that AssuredPartners will perform as expected or that we will not incur unforeseen obligations or liabilities.
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It is possible that our experience in running AssuredPartners will require us to adjust our expectations regarding the impact of the acquisition on our operating results. In addition, integration efforts are anticipated to be complex and may divert management attention and resources, which could adversely affect our operating results.
Removed
We have made certain assumptions relating to the Transaction and AssuredPartners which may prove to be materially inaccurate. We have made certain assumptions relating to the Transaction and AssuredPartners, which assumptions involve significant judgment and may not reflect the full range of uncertainties and unpredictable outcomes inherent in the Transaction and may be materially inaccurate.
Removed
These assumptions relate to numerous matters, including: • our ability to realize the expected benefits of the Transaction; • projections of future revenue, EBITDAC and our earnings per share; • our ability to maintain, develop and deepen relationships with employees, including key brokers, and customers associated with AssuredPartners; • projections of future expenses and expense allocation relating to the Transaction and AssuredPartners; • unknown or contingent liabilities associated with the Transaction or AssuredPartners; • the amount of goodwill and intangibles that will result from the Transaction; • other purchase accounting adjustments that we may record in our financial statements in connection with the Transaction; • acquisition and integration costs, including restructuring charges and transaction costs; and • other financial and strategic risks of the Transaction.
Removed
Risks Relating to our Business Generally Global economic conditions and geopolitical events may impact the countries, regions or industries in which we operate and adversely affect our business results of operations and financial condition.
Removed
Global economic and geopolitical events, including fluctuations in interest, inflation and exchange rates, geo-economic fragmentation and protectionism resulting in greater restrictions on international trade and market uncertainty, tariffs, trade wars and other governmental actions affecting the flow of goods, services or currency, the armed conflicts in Ukraine and the Middle East, political crises like potential U.S. governmental shutdowns or gridlock over increasing the U.S. debt ceiling, and political violence and instability worldwide could also weigh negatively on the economy.
Removed
A recession or decline in economic activity, for these and any other reasons, could adversely impact us in future periods. For example, our clients might reduce the amount of insurance coverage, reinsurance coverage, consulting services or claims administration services they purchase due to reductions in headcount, payroll, or replacement and asset values, among other factors.
Removed
Whether these reductions are caused by an overall economic downturn or declines in certain countries, regions and industries in which we operate, our commission and fee revenues, consulting revenues, or revenues from managing third-party insurance claims could be adversely impacted.
Removed
Some of our clients may also experience liquidity problems or other financial difficulties due to tightening credit markets or lower levels of economic activity.
Removed
If our clients file for bankruptcy, liquidate their operations, consolidate or are generally unable to meet their obligations, our revenues, ability to collect receivables and liquidity could be adversely impacted, which could have an adverse effect on our results of operations and financial condition.
Removed
While lower interest rates benefit us by reducing our cost of borrowing, they also reduce investment earnings on our cash, revenue from our premium financing operations and short-term investments of fiduciary and operating funds. In addition, lower levels of inflation may reduce our revenue growth by slowing the increase in insurable asset values.
Removed
Uncertain economic conditions have created volatility in the U.S. and other markets where we operate. A rise in the cost of labor or cost of capital, among other things, could negatively impact our operating and general and administrative expenses. We have no or limited control over such developments.
Removed
If our costs grow significantly, our margins and results of operations may be 13 materially and adversely impacted and we may not be able to achieve our strategic and financial objectives.
Removed
Further, a tightening of credit or capital markets could negatively impact our business, financial condition and liquidity, including our ability to continue to access preferred sources of liquidity when needed and under similar terms, which may increase our capital costs. We could also experience losses on holdings of cash and investments due to failures of financial institutions and other counterparties.
Removed
Thus, a deterioration in macroeconomic conditions could adversely affect our business, results of operations or financial condition. Economic conditions that result in financial difficulties for underwriting enterprises or lead to reduced risk-taking capital capacity could adversely affect our results of operations and financial condition.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+15 added−0 removed11 unchanged
Biggest changeOur employees complete training on data security and our policies when they join us and annually thereafter. We review the content of our mandatory training annually, and provide access to a comprehensive set of supplemental training. Our Chief Information Security Officer (CISO), working together with our Chief Information Officer (CIO), oversees a team of employees dedicated to cybersecurity.
Biggest changeOur Chief Information Security Officer (which we refer to as our CISO), working together with our Chief Information Officer (which we refer to as our CIO), oversees a team of employees dedicated to cybersecurity.
Based on the information available as of the date of this Annual Report on Form 10-K, we believe that during the last three fiscal years risks from cybersecurity threats, including as a result of previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and as of the date of this 31 Annual Report on Form 10-K, the Company is not aware of any material risks from cybersecurity threats that are reasonably likely to do so.
Based on the information available as of the date of this Annual Report on Form 10-K, we believe that during the last three fiscal years risks from cybersecurity threats, including as a result of previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and as of the date of this Annual Report on Form 10-K, the Company is not aware of any material risks from cybersecurity threats that are reasonably likely to do so.
We have a global incident response capability supported by our Security Operations Center (which we refer to as SOC) team, a managed security service provider (MSSP) and our global Cybersecurity Incident Response Team (which we refer to as CSIRT), which provides threat detection and incident response.
We have a global incident response capability supported by our Security Operations Center (which we refer to as SOC) team, a managed security service provider (MSSP), ReliaQuest, and our global Cybersecurity Incident Response Team (which we refer to as CSIRT), which provides threat detection and incident response.
Our cybersecurity program is aligned with notable control frameworks such as the NIST CSF (National Institute of Standards and Technology Cybersecurity Framework) and ISO (International Organization for Standardization) 27001. Our cybersecurity program leverages people, processes, and technology to identify and respond to cybersecurity threats.
Our cybersecurity program is aligned with notable control frameworks such as the NIST CSF (National Institute of Standards and Technology Cybersecurity Framework) and ISO (International Organization for Standardization) 27001.
Our CISO receives ongoing updates from the cybersecurity team regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents and regularly reports to the CIO. Our CISO is an active member of our management-level enterprise risk management committee , which has broad oversight of the company’s enterprise risks, including cybersecurity risks.
Our CISO regularly reports to the CIO and is an active member of our management-level enterprise risk management committee, which has broad oversight of the company’s enterprise risks, including cybersecurity risks.
We also require cybersecurity insurance coverage for vendors whose services or products may present a cybersecurity risk. We continuously test and assess our cybersecurity posture, including through annual third-party risk assessments performed by reputable assessors, consultants and auditors. A global FAIR (Factor Analysis of Information Risk) assessment is conducted at least annually to update our cybersecurity risks and corresponding mitigations.
We also require cybersecurity insurance coverage for vendors whose services or products may present a cybersecurity risk. We continuously test and assess our cybersecurity posture, including through annual third-party risk assessments performed by reputable assessors, consultants and auditors.
Before then, he served as Technology Vice President & Chief Information Security Officer for GE Healthcare. He started his career at Allstate Insurance Company. He also holds security, privacy and risk certifications, including Certified Information Systems Auditor, Certified Information Security Manager and Certified Information Systems Security Professional.
Before then, he served as Technology Vice President & Chief Information Security Officer for GE Healthcare. He started his career at Allstate Insurance Company.
We, including our third-party vendors, have experienced cybersecurity incidents and threats and may continue to experience them in the future.
We regularly monitor and assess the policies and procedures in place and continue to work with leading global cybersecurity investigation firms with expertise in data privacy incident response and containment. We, including our third-party vendors, have experienced cybersecurity incidents and threats and may continue to experience them in the future.
As an acquisitive organization, we have also established a program to increase our visibility into the cybersecurity environment of acquisition targets prior to closing.
As an acquisitive organization, we have also established a program to increase our visibility into the cybersecurity environment of acquisition targets prior to closing. Other technology partners provide additional solutions and services, including endpoint detection and response, data loss prevention, dark web monitoring, vulnerability management, next-generation firewalls, advanced web proxy, and other solutions.
Added
Our cybersecurity team includes Business Information Security Officers (which we refer to as BISOs) in each region to lead the cybersecurity program, and to communicate ongoing updates from the cybersecurity team regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Added
Our cybersecurity program leverages people, processes, and technology to identify and respond to cybersecurity threats.
Added
ReliaQuest supports the operation of Gallagher’s SOC, and performs triage and escalation of event data from the security information and event management (which we refer to as SIEM) solution. This support enables 24x7 monitoring and allows Gallagher to address threats and/or detections with urgency.
Added
We have rolled out additional security technologies for new acquisitions and extended our SOC to monitor acquisitions prior to integration. We have bolstered our internal cyber forensics capability to augment our Security 30 Table of Contents Operations capability to strengthen our ability to detect incidents, as well as to accelerate our response in parallel with our external partners.
Added
We have also partnered with a strategic vendor to enable acceleration of our efforts to build the cyber team and mitigate risk across the company. The relationship has brought both talent and flexibility to the team and has enabled acceleration of build-outs and integrations.
Added
Identity management is a core component of our cyber program and solutions from Ping and Microsoft are in-place. We have also deployed a global Privileged Access Management solution, which resulted in the vaulting of all elevated user accounts that are subject to a more stringent set of controls tied to account use and duration.
Added
Additionally, we have implemented a cloud-based password reset tool offering users a highly secure and easy-to-use interface to reset passwords, regardless of device location, or browser. Email security is a top priority for Gallagher, and we have implemented email threat detection and response services as well as capabilities to protect against phishing attacks and malicious links.
Added
Concurrently, we have rolled out phishing simulations targeted at increasing user awareness of common indicators of malicious messages. We have additionally implemented and are expanding coverage of advanced messaging features to prevent email compromise and data exfiltration, including deepfake detection and prevention.
Added
A global FAIR (Factor Analysis of Information Risk) assessment is conducted at least annually to update our cybersecurity risks and corresponding mitigations strategies. This process results in a quantitative understanding of our top cyber risks based on annualized loss expectancy.
Added
Our top risks, in turn, guide our prioritization of cybersecurity program maturation efforts to focus on initiatives offering Gallagher the greatest residual risk reduction. Penetration testing is performed globally at least quarterly by our professional partners in cooperation with internal Gallagher teams.
Added
We also support leadership tabletop exercises and periodic adversarial (“red team”) exercises simulating incident response under common risk scenarios. These scenarios are updated regularly to resemble threat actor behavior trends revealed by our threat intelligence sources. Our employees complete training on data security and our policies when they join us and annually thereafter.
Added
We review the content of our mandatory training annually and provide access to a comprehensive set of supplemental training to meet individual and role-specific needs.
Added
As a global organization, Gallagher’s operational approach to data security and sensitive data such as PHI and PII ties to least privilege – limiting access to data, systems and applications that only align to a user’s role and responsibility. Identity management solutions and processes, such as regular user access reviews, govern the principle of least privilege.
Added
Policies inclusive of data classification and regulatory requirements for sensitive data handling mandate secure device and data handling practices, as well as controls such as an encryption and data loss prevention. Of note, Data Loss Prevention tooling has been implemented globally to monitor, prevent and detect data leakage.
Added
He also holds security, privacy and risk certifications, including Certified Information Systems Auditor, Certified Information Security Manager and Certified Information Systems Security Professional. 31 Table of Contents Gallagher remains committed to maintaining and improving our existing security posture.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed2 unchanged
Biggest changeIn addition to minimum fixed rentals, a number of our leases contain annual escalation clauses generally related to increases in an inflation index. See Notes 13 and 15 to our 2024 consolidated financial statements for information with respect to our lease commitments as of December 31, 2024. Item 3. Legal Proceedings.
Biggest changeIn addition to minimum fixed rentals, a number of our leases contain annual escalation clauses generally related to increases in an inflation index. See Notes 13 and 15 to our 2025 consolidated financial statements for information with respect to our lease commitments as of December 31, 2025. Item 3. Legal Proceedings.
Item 2. Pr operties. The executive offices of our corporate segment and certain subsidiary and branch facilities of our brokerage and risk management segments are located at 2850 Golf Road, Rolling Meadows, Illinois, where we own approximately 360,000 square feet of space, and can accommodate 2,000 employees at peak capacity.
Item 2. Properties. The executive offices of our corporate segment and certain subsidiary and branch facilities of our brokerage and risk management segments are located at 2850 Golf Road, Rolling Meadows, Illinois, where we own approximately 360,000 square feet of space, and can accommodate 2,000 employees at peak capacity.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

7 edited+0 added−0 removed0 unchanged
Biggest changeItem 4. Mine Safe ty Disclosures. Not applicable. Information About Our Executive Officers Set forth below are the names, ages, positions and business backgrounds of our executive officers as of the date hereof: Name Age Position and Year First Elected J. Patrick Gallagher, Jr. 72 Chairman since 2006, Chief Executive Officer since 1995, President 1990 - 2024 Thomas J.
Biggest changeItem 4. Mine Safety Disclosures. Not applicable. 32 Table of Contents Information About Our Executive Officers Set forth below are the names, ages, positions and business backgrounds of our executive officers as of the date hereof: Name Age Position and Year First Elected J.
Bloom, we have employed each such person principally in management capacities for more than the past five years. All executive officers are appointed annually and serve at the discretion of our board of directors. 33 Part II
Bloom, we have employed each such person principally in management capacities for more than the past five years. All executive officers are appointed annually and serve at the discretion of our board of directors. 33 Table of Contents Part II
Gallagher 45 Executive Vice President, Chief Operating Officer since 2024, Corporate Vice President and President of Property/Casualty Brokerage Operation in the Americas 2021 - 2024, Chairman, Canada and Caribbean and CEO of Latin America 2019 - 2021, President, Midwest Region of Property/Casualty Brokerage Operation 2016 - 2019 Walter D.
Gallagher 46 Executive Vice President, Chief Operating Officer since 2024, Corporate Vice President and President of Property/Casualty Brokerage Operation in the Americas 2021 - 2024, Chairman, Canada and Caribbean and CEO of Latin America 2019 - 2021, President, Midwest Region of Property/Casualty Brokerage Operation 2016 - 2019 Walter D.
Bay 62 Corporate Vice President, General Counsel, Secretary since 2007 Mark H. Bloom 60 Corporate Vice President and Global Chief Information Officer since 2022. Global Chief Information Officer at Aegon N.V., 2016 - 2021 Douglas K. Howell 63 Corporate Vice President, Chief Financial Officer since 2003 Scott R.
Bay 63 Corporate Vice President, General Counsel, Secretary since 2007 Mark H. Bloom 61 Corporate Vice President and Global Chief Information Officer since 2022. Global Chief Information Officer at Aegon N.V., 2016 - 2021 Douglas K. Howell 64 Corporate Vice President, Chief Financial Officer since 2003 Scott R.
Retail Brokerage 2016 - 2024 Susan E. Pietrucha 58 Corporate Vice President, Chief Human Resource Officer since 2007 William F. Ziebell 62 President of our Employee Benefit and Consulting Brokerage Operations since 2017, Corporate Vice President since 2011, regional leader in our Employee Benefit and Consulting Brokerage Operations 2004 - 2016 32 With the exception of Mr.
Retail Brokerage 2016 - 2024 Susan E. Pietrucha 59 Corporate Vice President, Chief Human Resource Officer since 2007 William F. Ziebell 63 President of our Employee Benefit and Consulting Brokerage Operations since 2017, Corporate Vice President since 2011, regional leader in our Employee Benefit and Consulting Brokerage Operations 2004 - 2016 With the exception of Mr.
Hudson 63 Corporate Vice President and President of our Risk Management Operations since 2010 Vishal Jain 63 Corporate Vice President since 2016, Chief Service Officer since 2014 Christopher E. Mead 57 Corporate Vice President, Chief Marketing Officer since 2017 Michael R. Pesch 53 Corporate Vice President, Chief Executive Officer, Global Brokerage – Americas since 2024, Chief Executive Officer – U.S.
Hudson 64 Corporate Vice President and President of our Risk Management Operations since 2010 Vishal Jain 64 Corporate Vice President since 2016, Chief Service Officer since 2014 Christopher E. Mead 58 Corporate Vice President, Chief Marketing Officer since 2017 Michael R. Pesch 54 Corporate Vice President, Chief Executive Officer, Global Brokerage – Americas since 2024, Chief Executive Officer – U.S.
Gallagher 66 President since 2024, President of our Global Property/Casualty Brokerage Operations 2017 - 2024, Chairman of our International Brokerage Operation 2010 ‑ 2016 Patrick M.
Patrick Gallagher, Jr. 73 Chairman since 2006, Chief Executive Officer since 1995, President 1990 - 2024 Thomas J. Gallagher 67 President since 2024, President of our Global Property/Casualty Brokerage Operations 2017 - 2024, Chairman of our International Brokerage Operation 2010 ‑ 2016 Patrick M.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+0 added−0 removed9 unchanged
Biggest changeRepurchases of common stock may be effected from time to time through open market purchases, trading plans established in accordance with the U.S. Securities and Exchange Commission’s rules, accelerated stock repurchases, private transactions or other means, depending on satisfactory market conditions, applicable legal requirements and other factors.
Biggest changeSecurities and Exchange Commission’s rules, accelerated stock repurchases, private transactions or other means, depending on satisfactory market conditions, applicable legal requirements and other factors. The repurchase plan has no expiration date and we are under no commitment or obligation to repurchase any particular amount of our common stock under the plan.
Under sub‑plans of the DEPP for certain production staff, the plan generally provides for vesting and/or distributions no sooner than five years from the date of awards, although certain awards vest and/or distribute after the earlier of fifteen years or the participant reaching age 65. See Note 10 to our 2024 consolidated financial statements for more information regarding the DEPP.
Under sub‑plans of the DEPP for certain production staff, the plan generally provides for vesting and/or distributions no sooner than five years from the date of awards, although certain awards vest and/or distribute after the earlier of fifteen years or the participant reaching age 65. See Note 10 to our 2025 consolidated financial statements for more information regarding the DEPP.
For the fourth quarter of 2024, we instructed the trustee for the DEPP and the DCPP to reinvest dividends on shares of our common stock held by these trusts and to purchase our common stock using cash that we contributed to the DCPP related to 2024 awards under the DCPP.
For the fourth quarter of 2025, we instructed the trustee for the DEPP and the DCPP to reinvest dividends on shares of our common stock held by these trusts and to purchase our common stock using cash that we contributed to the DCPP related to 2025 awards under the DCPP.
Item 5. Market for the Registrant’s Common Equity, Related Sto ckholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the New York Stock Exchange, trading under the symbol “AJG.” As of January 31, 2025, there were approximately 2,000 holders of record of our common stock.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Our common stock is listed on the New York Stock Exchange, trading under the symbol “AJG.” As of January 31, 2026, there were approximately 2,000 holders of record of our common stock.
We established the trusts for the DEPP, the DCPP and the Supplemental Plan to assist us in discharging our deferred compensation obligations under these plans.
We established the trusts for the DEPP, the DCPP and the Supplemental Plan to assist us in discharging our deferred compensation 34 Table of Contents obligations under these plans.
(c) Issuer Purchases of Equity Securities The following table shows the purchases of our common stock made by or on behalf of us or any “affiliated purchaser” (as such term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of us for each fiscal month in the three-month period ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3) (4) October 1 through October 31, 2024 3,964 $ 286.33 — $ 1,500 November 1 through November 30, 2024 19,965 290.37 — 1,500 December 1 through December 31, 2024 36,335 283.71 — 1,500 Total 60,264 286.09 — (1) Amounts in this column include shares of our common stock purchased by the trustees of trusts established under our Deferred Equity Participation Plan (which we refer to as the DEPP), our Deferred Cash Participation Plan (which we refer to as the DCPP) and our Supplemental Savings and Thrift Plan (which we refer to as the Supplemental Plan), respectively.
(c) Issuer Purchases of Equity Securities The following table shows the purchases of our common stock made by or on behalf of us or any “affiliated purchaser” (as such term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of us for each fiscal month in the three-month period ended December 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3) (4) October 1 through October 31, 2025 14,553 $ 305.99 — $ 1,500 November 1 through November 30, 2025 6,423 245.04 — 1,500 December 1 through December 31, 2025 7,373 252.71 — 1,500 Total 28,349 $ 278.32 — (1) Amounts in this column include shares of our common stock purchased by the trustees of trusts established under our Deferred Equity Participation Plan (which we refer to as the DEPP), our Deferred Cash Participation Plan (which we refer to as the DCPP) and our Supplemental Savings and Thrift Plan (which we refer to as the Supplemental Plan), respectively.
The terms of the DEPP, the DCPP and the Supplemental Plan do not provide for a specified limit on the number of shares of common stock that may be purchased by the respective trustees of the trusts.
The terms of the DEPP, the DCPP and the Supplemental Plan do not provide for a specified limit on the number of shares of common stock that may be purchased by the respective trustees of the trusts. (2) The average price paid per share is calculated on a settlement basis and does not include commissions.
The repurchase plan has no expiration date and we are under no commitment or obligation to repurchase any particular amount of our common stock under the plan. At our discretion, we may suspend the repurchase plan at any tim e. (4) Dollar values stated in millions. Item 6. [Res erved].
At our discretion, we may suspend the repurchase plan at any time. (4) Dollar values stated in millions. Item 6. [ Reserved].
(2) The average price paid per share is calculated on a settlement basis and does not include commissions. 34 (3) Effective July 28, 2021, the board of directors approved a common stock repurchase plan of up to $1.5 billion of common stock.
(3) Effective July 28, 2021, the board of directors approved a common stock repurchase plan of up to $1.5 billion of common stock. Repurchases of common stock may be effected from time to time through open market purchases, trading plans established in accordance with the U.S.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 6. [Reserved] 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 - 67 Item 7A. Quantitative and Qualitative Disclosure about Market Risk 67 - 69 Item 8. Financial Statements and Supplementary Data 70 - 126
Biggest changeItem 6. [Reserved] 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 - 67 Item 7A. Quantitative and Qualitative Disclosure about Market Risk 67 - 69 Item 8. Financial Statements and Supplementary Data 70 - 121

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

193 edited+38 added−55 removed114 unchanged
Biggest changeFor the corporate segment, the clean energy related adjustments are described on page 56 . 37 Reconciliation of Non-GAAP Measures - Pre-tax Earnings and Diluted Net Earnings per Shar e (In millions except share and per share data) Earnings (Loss) Before Income Taxes Provision (Benefit) for Income Taxes Net Earnings (Loss) Net Earnings (Loss) Attributable to Noncontrolling Interests Net Earnings (Loss) Attributable to Controlling Interests Diluted Net Earnings (Loss) per Share Year Ended Dec 31, 2024 Brokerage, as reported $ 2,259.3 $ 573.6 $ 1,685.7 $ 7.7 $ 1,678.0 $ 7.46 Net (gains) on divestitures (24.2 ) (6.2 ) (18.0 ) — (18.0 ) (0.08 ) Acquisition integration 190.2 48.3 141.9 — 141.9 0.63 Workforce and lease termination 118.9 30.3 88.6 — 88.6 0.39 Acquisition related adjustments 85.5 21.6 63.9 (3.0 ) 66.9 0.28 Amortization of intangible assets 651.0 165.2 485.8 — 485.8 2.16 Brokerage, as adjusted $ 3,280.7 $ 832.8 $ 2,447.9 $ 4.7 $ 2,443.2 $ 10.84 Risk Management, as reported $ 237.6 $ 63.1 $ 174.5 $ — $ 174.5 $ 0.78 Net (gains) on divestitures (0.1 ) — (0.1 ) — (0.1 ) — Acquisition integration 2.9 0.8 2.1 — 2.1 0.01 Workforce and lease termination 8.1 2.2 5.9 — 5.9 0.03 Acquisition related adjustments 0.3 0.1 0.2 — 0.2 — Amortization of intangible assets 13.8 3.9 9.9 — 9.9 0.04 Risk Management, as adjusted $ 262.6 $ 70.1 $ 192.5 $ — $ 192.5 $ 0.86 Corporate, as reported $ (622.1 ) $ (232.3 ) $ (389.8 ) $ — $ (389.8 ) $ (1.74 ) Transaction-related costs 32.2 5.9 26.3 — 26.3 0.12 Legal and tax related — (3.5 ) 3.5 — 3.5 0.02 Clean energy related (2.3 ) (0.6 ) (1.7 ) — (1.7 ) (0.01 ) Corporate, as adjusted $ (592.2 ) $ (230.5 ) $ (361.7 ) $ — $ (361.7 ) $ (1.61 ) Year Ended Dec 31, 2023 Brokerage, as reported $ 1,571.0 $ 401.6 $ 1,169.4 $ 6.3 $ 1,163.1 $ 5.30 Net (gains) on divestitures (9.6 ) (2.4 ) (7.2 ) — (7.2 ) (0.03 ) Acquisition integration 243.7 59.2 184.5 — 184.5 0.84 Workforce and lease termination 63.8 15.8 48.0 — 48.0 0.22 Acquisition related adjustments 370.5 91.7 278.8 — 278.8 1.27 Amortization of intangible assets 523.6 131.3 392.3 — 392.3 1.79 Effective income tax rate impact — 4.9 (4.9 ) — (4.9 ) (0.02 ) Levelized foreign currency translation (10.9 ) (2.6 ) (8.3 ) — (8.3 ) (0.04 ) Brokerage, as adjusted $ 2,752.1 $ 699.5 $ 2,052.6 $ 6.3 $ 2,046.3 $ 9.33 Risk Management, as reported $ 209.3 $ 55.3 $ 154.0 $ — $ 154.0 $ 0.70 Net (gains) on divestitures (0.4 ) (0.1 ) (0.3 ) — (0.3 ) — Acquisition integration 1.0 0.3 0.7 — 0.7 — Workforce and lease termination 3.4 0.9 2.5 — 2.5 0.01 Acquisition related adjustments 0.5 0.1 0.4 — 0.4 — Amortization of intangible assets 7.7 2.1 5.6 — 5.6 0.03 Levelized foreign currency translation (0.3 ) (0.1 ) (0.2 ) — (0.2 ) — Risk Management, as adjusted $ 221.2 $ 58.5 $ 162.7 $ — $ 162.7 $ 0.74 Corporate, as reported $ (595.2 ) $ (237.8 ) $ (357.4 ) $ (9.8 ) $ (347.6 ) $ (1.58 ) Transaction-related costs 22.6 4.9 17.7 — 17.7 0.08 Legal and tax related 48.0 21.8 26.2 — 26.2 0.12 Clean energy related 12.0 1.1 10.9 7.6 3.3 0.01 Corporate, as adjusted $ (512.6 ) $ (210.0 ) $ (302.6 ) $ (2.2 ) $ (300.4 ) $ (1.37 ) 38 Acquisition of AssuredPartners On December 7, 2024, we signed a definitive agreement to acquire all of the issued and outstanding stock of Dolphin Topco, Inc., the holding company of AssuredPartners, Inc., a Delaware corporation (together with its subsidiaries, “AssuredPartners”) for gross consideration of $13.45 billion.
Biggest changeFor the corporate segment, the clean energy related adjustments are described on page 56 . 37 Table of Contents Reconciliation of Non-GAAP Measures - Pre-tax Earnings and Diluted Net Earnings per Share (In millions except share and per share data) Earnings (Loss) Before Income Taxes Provision (Benefit) for Income Taxes Net Earnings (Loss) Net Earnings (Loss) Attributable to Noncontrolling Interests Net Earnings (Loss) Attributable to Controlling Interests Diluted Net Earnings (Loss) per Share Year Ended Dec 31, 2025 Brokerage, as reported $ 2,759 $ 707 $ 2,052 $ 9 $ 2,043 $ 7.85 Net (gains) on divestitures (24) (6) (18) — (18) (0.07) Acquisition integration 257 63 194 — 194 0.73 Workforce and lease termination 183 47 136 — 136 0.53 Acquisition related adjustments 172 45 127 — 127 0.49 Amortization of intangible assets 894 226 668 — 668 2.57 Brokerage, as adjusted $ 4,241 $ 1,082 $ 3,159 $ 9 $ 3,150 $ 12.10 Risk Management, as reported $ 249 $ 66 $ 183 $ — $ 183 $ 0.70 Net (gains) on divestitures (2) (1) (1) — (1) — Acquisition integration 9 2 7 — 7 0.03 Workforce and lease termination 12 3 9 — 9 0.03 Acquisition related adjustments 4 1 3 — 3 0.01 Amortization of intangible assets 22 6 16 — 16 0.06 Risk Management, as adjusted $ 294 $ 77 $ 217 $ — $ 217 $ 0.83 Corporate, as reported $ (1,137) $ (405) $ (732) $ — $ (732) $ (2.81) Transaction-related costs 122 15 107 — 107 0.41 Legal, tax and benefit plan related 78 36 42 — 42 0.16 Corporate, as adjusted $ (937) $ (354) $ (583) $ — $ (583) $ (2.24) Year Ended Dec 31, 2024 Brokerage, as reported $ 2,259 $ 573 $ 1,686 $ 8 $ 1,678 $ 7.46 Net (gains) on divestitures (24) (6) (18) — (18) (0.08) Acquisition integration 191 48 143 — 143 0.63 Workforce and lease termination 118 30 88 — 88 0.39 Acquisition related adjustments 85 22 63 (3) 66 0.28 Amortization of intangible assets 651 165 486 — 486 2.16 Effective income tax rate impact — 7 (7) — (7) (0.03) Levelized foreign currency translation 13 5 8 — 8 0.04 Brokerage, as adjusted $ 3,293 $ 844 $ 2,449 $ 5 $ 2,444 $ 10.85 Risk Management, as reported $ 238 $ 63 $ 175 $ — $ 175 $ 0.78 Acquisition integration 3 1 2 — 2 0.01 Workforce and lease termination 8 2 6 — 6 0.03 Amortization of intangible assets 14 4 10 — 10 0.04 Risk Management, as adjusted $ 263 $ 70 $ 193 $ — $ 193 $ 0.86 Corporate, as reported $ (622) $ (232) $ (390) $ — $ (390) $ (1.74) Transaction-related costs 32 6 26 — 26 0.12 Legal and tax related — (3) 3 — 3 0.02 Clean energy related (2) — (2) — (2) (0.01) Corporate, as adjusted $ (592) $ (229) $ (363) $ — $ (363) $ (1.61) 38 Table of Contents Acquisition of AssuredPartners and Woodruff Sawyer On August 18, 2025, we acquired all of the issued and outstanding stock of Dolphin TopCo, Inc., the holding company of AssuredPartners, Inc., a Delaware corporation (which we refer to, together with its subsidiaries, as “AssuredPartners”) for gross consideration of $13.8 billion.
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.
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.
Judgments and Uncertainties We estimate the fair value of our reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method) and another technique being a market approach (guideline public 65 company method), which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.
Judgments and Uncertainties We estimate the fair value of our reporting units considering the use of various valuation techniques, with the primary technique being an income approach (discounted cash flow method) and another technique being a market approach (guideline public company method), which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.
On November 15, 2022, we filed a second 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 61 from time to time in connection with future acquisitions of other businesses, assets or securities.
On November 15, 2022, we filed a second 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.
For eligible employees who have met the plan’s age and service requirements to receive matching contributions, we historically have matched 100% of pre-tax 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.
For eligible employees who have met the plan’s age and service requirements to receive matching contributions, we historically have matched 100% of pre-tax and Roth elective deferrals up to a maximum of 5% of eligible compensation, subject to federal limits on plan contributions and not in excess of the maximum amount deductible for federal income tax purposes.
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.
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 acquisitions costs.
These costs are typically associated with redundant workforce, compensation expense related to amortization of certain retention bonus arrangements, extra lease space, duplicate services and external costs incurred to assimilate the acquisition into our IT related systems. o Transaction-related costs, which are associated with completed, future and terminated acquisitions.
These costs are typically associated with redundant workforce, compensation expense related to amortization of certain retention bonus arrangements, extra lease space, duplicate services and external costs incurred to assimilate the acquisition into our IT related systems. ◦ Transaction-related costs, which are associated with completed, future and terminated acquisitions.
In addition, from time to time may include changes in balance sheet estimates arising from conforming accounting principles, purchase-related true-ups and other balance sheet adjustments made after the closing date; the net impact on the results for first quarter 2024 was approximately $26 million of revenues and approximately $28 million of compensation expense. o Amortization of intangible assets which reflects the amortization of customer/expiration lists, non-compete agreements, trade names and other intangible assets acquired through our merger and acquisition strategy, the 40 impact to amortization expense of acquisition valuation adjustments to these assets as well as non-cash impairment charges. o The impact of foreign currency translation, as applicable.
In addition, from time to time may include changes in balance sheet estimates arising from conforming accounting principles, purchase-related true-ups and other balance sheet adjustments made after the closing date; the net impact on the results for first quarter 2024 was approximately $26 million of revenues and approximately $28 million of compensation expense. ◦ Amortization of intangible assets which reflects the amortization of customer/expiration lists, non-compete agreements, trade names and other intangible assets acquired through our merger and acquisition strategy, the impact to amortization expense of acquisition valuation adjustments to these assets as well as non-cash impairment charges. ◦ The impact of foreign currency translation, as applicable.
Our cash flows from operating activities are primarily derived from our earnings from operations, as adjusted, for our non-cash expenses, which include depreciation, amortization, change in estimated acquisition earnout payables, deferred compensation, 57 restricted stock, and stock-based and other non-cash compensation expenses.
Our cash flows from operating activities are primarily derived from our earnings from operations, as adjusted, for our non-cash expenses, which include depreciation, amortization, change in estimated acquisition earnout payables, deferred compensation, restricted stock, and stock-based and other non-cash compensation expenses.
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 realized a net cash gain of approximately $4 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 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 realized a net cash gain of approximately $4 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.
These measures for the brokerage and risk management segments provide a meaningful representation of our operating performance for the overall business and provide a meaningful way to measure our financial performance on an ongoing basis. • Adjusted EBITDAC and Adjusted EBITDAC Margin - Adjusted EBITDAC is EBITDAC adjusted to exclude net gains on divestitures, acquisition integration costs, workforce related charges, lease termination related charges, acquisition related adjustments, transaction related costs, legal and tax related costs, and the period-over-period impact of foreign currency translation, as applicable and Adjusted EBITDAC margin is Adjusted EBITDAC divided by total adjusted revenues (defined above).
These measures for the brokerage and risk management segments provide a meaningful representation of our operating performance for the overall business and provide a meaningful way to measure our financial performance on an ongoing basis. • EBITDAC, as Adjusted and EBITDAC Margin, as Adjusted - Adjusted EBITDAC is EBITDAC adjusted to exclude net gains on divestitures, acquisition integration costs, workforce related charges, lease termination related charges, acquisition related adjustments, transaction related costs, and the period-over-period impact of foreign currency translation, as applicable and Adjusted EBITDAC margin is Adjusted EBITDAC divided by total adjusted revenues (defined above).
The fair value of these earnout obligations is based on the present value of 47 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.
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.
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 5.55% Senior Notes is due in 2055.
The $750 million aggregate principal amount of 4.60% Senior Notes is due in 2027, $750 million aggregate principal amount of 4.85% Senior Notes is due in 2029, $500 million aggregate principal amount of 5.00% Senior Notes is due in 2032, $1,500 million aggregate principal amount of 5.15% Senior Notes is due in 2035, $1,500 million aggregate principal amount 5.55% Senior Notes is due in 2055.
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 5.55% Senior Notes is due in 2055.
The $750 million aggregate principal amount of 4.60% Senior Notes is due in 2027, $750 million aggregate principal amount of 4.85% Senior Notes is due in 2029, $500 million aggregate principal amount of 5.00% Senior Notes is due in 2032, $1,500 million aggregate principal amount of 5.15% Senior Notes is due in 2035, $1,500 million aggregate principal amount 5.55% Senior Notes is due in 2055.
Proceeds from the issuance of our common stock related to these plans have contributed favorably to net cash provided by financing activities in the years ended December 31, 2024 and 2023, 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.
Proceeds from the issuance of our common stock related to these plans have contributed favorably to net cash provided by financing activities in the years ended December 31, 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.
These letters of credit secure our self-insurance deductibles on our own insurance programs, allow certain of our captive operations to meet minimum statutory surplus requirements, lease security deposits and collateral related to premium and claim funds held in a fiduciary capacity. See Note 15 to our 2024 consolidated financial statements for additional discussion of these obligations and commitments.
These letters of credit secure our self-insurance deductibles on our own insurance programs, allow certain of our captive operations to meet minimum statutory surplus requirements, lease security deposits and collateral related to premium and claim funds held in a fiduciary capacity. See Note 15 to our 2025 consolidated financial statements for additional discussion of these obligations and commitments.
We record unrecognized tax benefit liabilities for known or anticipated tax issues based on our analysis of whether, and the extent to which, additional taxes will be due. See Income Taxes in Notes 1 and 16 to our 2024 consolidated financial statements. Judgments and Uncertainties Changes in projected future earnings could affect the recorded valuation allowances in the future.
We record unrecognized tax benefit liabilities for known or anticipated tax issues based on our analysis of whether, and the extent to which, additional taxes will be due. See Income Taxes in Notes 1 and 16 to our 2025 consolidated financial statements. Judgments and Uncertainties Changes in projected future earnings could affect the recorded valuation allowances in the future.
Our cash flows from operations, borrowing availability and overall liquidity are subject to risks and uncertainties. See “Information Concerning Forward-Looking Statements” at the beginning of this report. Contractual Obligations Our contractual obligations and commitments as of December 31, 2024 are comprised of principal payments on debt, interest payments on debt, operating leases, pension benefit plan and purchase obligations.
Our cash flows from operations, borrowing availability and overall liquidity are subject to risks and uncertainties. See “Information Concerning Forward-Looking Statements” at the beginning of this report. Contractual Obligations Our contractual obligations and commitments as of December 31, 2025 are comprised of principal payments on debt, interest payments on debt, operating leases, pension benefit plan and purchase obligations.
Adjusted Non-GAAP presentation - We believe that the adjusted non-GAAP presentation of our 2024 and 2023 information, presented on the following pages, provides stockholders and other interested persons with useful information regarding certain financial metrics that may assist such persons in analyzing our operating results as they develop a future earnings outlook for us.
Adjusted Non-GAAP presentation - We believe that the adjusted non-GAAP presentation of our 2025 and 2024 information, presented on the following pages, provides stockholders and other interested persons with useful information regarding certain financial metrics that may assist such persons in analyzing our operating results as they develop a future earnings outlook for us.
In addition, corporate includes the tax expense related to partial taxation of foreign earnings, nondeductible executive compensation and entertainment expenses, the tax benefit from vesting of employee 56 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.
In addition, corporate includes the tax expense related to 56 Table of Contents 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.
Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. We believe the following significant accounting estimates may involve a higher degree of judgment and complexity. See Note 1 to our 2024 consolidated financial statements for other significant accounting policies.
Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. We believe the following significant accounting estimates may involve a higher degree of judgment and complexity. See Note 1 to our 2025 consolidated financial statements for other significant accounting policies.
In 2024 and 2023 capital expenditures include amounts incurred related to office moves, investments made in IT and software development projects. Relating to the development of our corporate headquarters, we received property tax related credits under a tax-increment financing note from Rolling Meadows, Illinois and an Illinois state EDGE tax credit.
In 2025 and 2024 capital expenditures include amounts incurred related to office moves, investments made in IT and software development projects. Relating to the development of our corporate headquarters, we received property tax related credits under a tax-increment financing note from Rolling Meadows, Illinois and an Illinois state EDGE tax credit.
Apart from commitments, guarantees, and contingencies, as disclosed herein and in Note 15 to our 2024 consolidated financial statements, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations or liquidity.
Apart from commitments, guarantees, and contingencies, as disclosed herein and in Note 15 to our 2025 consolidated financial statements, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, results of operations or liquidity.
Defined benefit pension plan obligations include estimates of our minimum funding requirements pursuant to the Employee Retirement Income Security Act and other regulations. We may make additional discretionary contributions. See Note 12 to our 2024 consolidated financial statements for additional information required to be disclosed relating to our defined benefit pension plan.
Defined benefit pension plan obligations include estimates of our minimum funding requirements pursuant to the Employee Retirement Income Security Act and other regulations. We may make additional discretionary contributions. See Note 12 to our 2025 consolidated financial statements for additional information required to be disclosed relating to our defined benefit pension plan.
On December 19, 2024, we closed and funded an offering of $5,000.0 million of unsecured senior notes in five tranches.
On December 19, 2024, we closed and funded an offering of $5,000 million of unsecured senior notes in five tranches.
Senior Notes - On December 19, 2024, we closed and funded an offering of $5,000.0 million of unsecured senior notes in five tranches.
Senior Notes - On December 19, 2024, we closed and funded an offering of $5,000 million of unsecured senior notes in five tranches.
Changes in financial projections, market participant assumptions for revenue growth and/or profitability, or the risk-adjusted discount rate, would result in a change in the fair value of recorded earnout obligations. See Note 3 to our 2024 consolidated financial statements for additional discussion on our 2024 business combinations.
Changes in financial projections, market participant assumptions for revenue growth and/or profitability, or the risk-adjusted discount rate, would result in a change in the fair value of recorded earnout obligations. See Note 3 to our 2025 consolidated financial statements for additional discussion on our 2025 business combinations.
Accordingly, during each reporting period, we must make our best estimate of amounts we have earned using historical averages and other factors to project such revenues. See Revenue Recognition and Contracts with Customers in Notes 1 and 4 to our 2024 consolidated financial statements.
Accordingly, during each reporting period, we must make our best estimate of amounts we have earned using historical averages and other factors to project such revenues. See Revenue Recognition and Contracts with Customers in Notes 1 and 4 to our 2025 consolidated financial statements.
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 2025 to the extent that our available cash exceeds acquisition opportunities.
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 2026 to the extent that our available cash exceeds acquisition opportunities.
In certain circumstances, we may have unused space and may seek to sublet such space to third parties, depending upon the demands for office space in the locations involved. See Note 13 to our 2024 consolidated financial statements for additional discussion of these operating lease obligations.
In certain circumstances, we may have unused space and may seek to sublet such space to third parties, depending upon the demands for office space in the locations involved. See Note 13 to our 2025 consolidated financial statements for additional discussion of these operating lease obligations.
Effect if Actual Results Differ From Assumptions We have not made material changes in the accounting methodology used to evaluate impairment of goodwill during the last three years. During fiscal 2024, 2023 and 2022, all of our material reporting units passed the impairment analysis.
Effect if Actual Results Differ From Assumptions We have not made material changes in the accounting methodology used to evaluate impairment of goodwill during the last three years. During fiscal 2025, 2024 and 2023, all of our material reporting units passed the impairment analysis.
For significant acquisitions we may use independent third-party valuation specialists to assist us in determining the fair value of assets acquired and liabilities assumed. See Note 3 to our 2024 consolidated financial statements for additional discussion on our 2024 business combinations.
For significant acquisitions we may use independent third-party valuation specialists to assist us in determining the fair value of assets acquired and liabilities assumed. See Note 3 to our 2025 consolidated financial statements for additional discussion on our 2025 business combinations.
In addition, please see “Information Regarding Non-GAAP Measures and Other” beginning on page 40 for a reconciliation of the non-GAAP measures for adjusted total revenues, organic commission, fee and supplemental revenues and adjusted EBITDAC to the comparable GAAP measures, as well as other important information regarding these measures.
In addition, please see “Information Regarding Non-GAAP Measures and Other” beginning on page 38 for a reconciliation of the non-GAAP measures for adjusted total revenues, organic commission, fee and supplemental revenues and adjusted EBITDAC to the comparable GAAP measures, as well as other important information regarding these measures.
We expect to fund the transaction using $8.5 billion of cash raised in our December 11, 2024 follow-on common stock offering and $5.0 billion of cash borrowed in our December 19, 2024 senior notes issuance (which we refer to, together with the follow-on common stock offering, as the AssuredPartners Financing).
We raised $8.5 billion of cash in our December 11, 2024 follow-on common stock offering and borrowed $5.0 billion of cash in our December 19, 2024 senior notes issuance (which we refer to, together with the follow-on common stock offering, as the AssuredPartners Financing) to fund the transaction.
Depreciation - Depreciation expense increased in 2024 compared to 2023, which reflects the impact of expenditures related to upgrading computer systems. partially offset by office consolidations that occurred as leases expired in 2024 (less depreciation associated with furniture, equipment and leasehold improvements).
Depreciation - Depreciation expense increased in 2025 compared to 2024, which reflects the impact of expenditures related to upgrading computer systems, partially offset by office consolidations that occurred as leases expired in 2025 (less depreciation associated with furniture, equipment and leasehold improvements).
During the years ended December 31, 2024 and 2023, 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.
During the years ended December 31, 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.
The after-tax amounts related to the adjustments were computed using the normalized effective tax rate for each respective period. • Adjusted measures - We define these measures as revenues (for the brokerage segment), revenues before reimbursements (for the risk management segment), net earnings, compensation expense and operating expense, respectively, each adjusted to exclude the following, as applicable: o Net gains (losses) on divestitures, which are primarily net proceeds received related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure. o Acquisition integration costs, which include costs related to certain large acquisitions (including the acquisitions of the Willis Towers Watson plc treaty reinsurance brokerage operations (which we refer to as Willis Re), Buck, Cadence Insurance, Eastern Insurance and My Plan Manager), outside the scope of our usual tuck-in strategy, not expected to occur on an ongoing basis in the future once we fully assimilate the applicable acquisition.
The after-tax amounts related to the adjustments were computed using the normalized effective tax rate for each respective period. • Adjusted measures - Revenues (for the brokerage segment), revenues before reimbursements (for the risk management segment), net earnings, compensation expense and operating expense, respectively, each adjusted to exclude the following, as applicable: ◦ Net gains (losses) on divestitures, which are primarily net proceeds received related to sales of books of business and other divestiture transactions, such as the disposal of a business through sale or closure. ◦ Acquisition integration costs, which include costs related to certain large acquisitions (including the acquisitions of the Willis Towers Watson plc treaty reinsurance brokerage operations (which we refer to as Willis Re), Buck, Cadence Insurance, Eastern Insurance, My Plan Manager, Woodruff Sawyer and AssuredPartners), outside the scope of our usual tuck-in strategy, not expected to occur on an ongoing basis in the future once we fully assimilate the applicable acquisition.
Change in estimated acquisition earnout payables - The change in the expense from the change in estimated acquisition earnout payables in 2024 compared to 2023 was due primarily 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.
Change in estimated acquisition earnout payables - The change in the expense from the change in estimated acquisition earnout payables in 2025 compared to 2024 was due primarily 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.
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 as of December 31, 2024.
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 as of December 31, 2025.
These measures for the brokerage and risk management segments provide a meaningful representation of our operating performance, and are also presented to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability. • Adjusted EPS and Adjusted Net Earnings - Adjusted net earnings have been adjusted to exclude the after-tax impact of net gains on divestitures, acquisition integration costs, the impact of foreign currency translation, workforce related charges, lease termination related charges, acquisition related adjustments, transaction related costs, amortization of intangible assets, legal and tax related costs and effective income tax rate impact, as applicable.
These measures for the brokerage and risk management segments provide a meaningful representation of our operating performance, and are also presented to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability. • EPS, as Adjusted and Net Earnings, as Adjusted - Adjusted net earnings have been adjusted to exclude the after-tax impact of net gains on divestitures, acquisition integration costs, the impact of foreign currency translation, workforce related charges, lease termination related charges, acquisition related adjustments, transaction related costs, 41 Table of Contents amortization of intangible assets, and effective income tax rate impact, as applicable.
During the quarter ended December 31, 2024, we did not sell shares of our common stock under the program. 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.
During the quarter ended December 31, 2025, we did not sell shares of our common stock under the program. 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.
Interest income, premium finance revenues and other income is generated from invested cash and fiduciary funds and revenue from premium financing. Prior Year Discussion of Results and Comparisons For information on fiscal 2023 results and similar comparisons, see "Item 7.
Interest income, premium finance revenues and other income is generated from invested cash and fiduciary funds and revenue from premium financing. Prior Year Discussion of Results and Comparisons For information on fiscal 2024 results and similar comparisons, see "Item 7.
These revenues are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of our business in both the current and prior year.
Such revenues are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of our business in both the current and prior year.
Amortization - The increase in amortization in 2024 compared to 2023 was primarily due to the impact of amortization expense of intangible assets associated with acquisitions completed in 2024 and 2023, partially offset by the impact of acquisition valuation true-ups recorded in 2024 relating to acquisitions made in 2023.
Amortization - The increase in amortization in 2025 compared to 2024 was primarily due to the impact of amortization expense of intangible assets associated with acquisitions completed in 2025 and 2024, partially offset by the impact of acquisition valuation true-ups recorded in 2025 relating to acquisitions made in 2025 and 2024.
We also provide these services through, or in conjunction with, other unrelated agents and brokers, consultants and management advisors; (ii) Identifying, negotiating and placing all forms of reinsurance coverage, as well as providing capital markets services, including acting as underwriter, with respect to insurance linked securities, weather derivatives, capital raising and selected merger and acquisition advisory activities; (iii) Acting as an agent or broker for multiple underwriting enterprises by providing services such as sales, marketing, selecting, negotiating, underwriting, servicing and placing insurance coverage on their behalf; (iv) Providing consulting services related to health and welfare benefits, voluntary benefits, executive benefits, compensation, retirement planning, institutional investment and fiduciary, actuarial, compliance, private insurance exchange, human resources technology, communications and benefits administration; and (v) Providing management and administrative services to captives, pools, risk-retention groups, healthcare exchanges, small underwriting enterprises, such as accounting, claims and loss processing assistance, feasibility studies, actuarial studies, data analytics and other administrative services.
We also provide these services through, or in conjunction with, other unrelated agents and brokers, consultants and management advisors; • Identifying, negotiating and placing all forms of reinsurance coverage, as well as providing capital markets services, including acting as underwriter, with respect to insurance linked securities, weather derivatives, capital raising and selected merger and acquisition advisory activities; • Acting as an agent or broker for multiple underwriting enterprises by providing services such as sales, marketing, selecting, negotiating, underwriting, servicing and placing insurance coverage on their behalf; • Providing consulting services related to health and welfare benefits, voluntary benefits, executive benefits, compensation, retirement planning, institutional investment and 42 Table of Contents fiduciary, actuarial, compliance, private insurance exchange, human resources technology, communications and benefits administration; and • Providing management and administrative services to captives, pools, risk-retention groups, healthcare exchanges, small underwriting enterprises, such as accounting, claims and loss processing assistance, feasibility studies, actuarial studies, data analytics and other administrative services.
We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and the financial projections just described. We then discounted these payments to present value using a risk-adjusted rate that takes into consideration market based rates of return that reflect the ability of the acquired entity to achieve the targets.
We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and the financial projections just described. We then discounted these payments to present value using a risk- 66 Table of Contents adjusted rate that takes into consideration market based rates of return that reflect the ability of the acquired entity to achieve the targets.
The terms of our Premium Financing Debt Facility include various financial covenants, including covenants that require us to maintain specified financial ratios. We were in compliance with these covenants as of December 31, 2024.
The terms of our Premium Financing Debt Facility include various financial covenants, including covenants that require us to maintain specified financial ratios. We were in compliance with these covenants as of December 31, 2025.
The Credit Agreement also contains customary representations and warranties and affirmative and negative covenants, including financial covenants, as well as customary events of default, with corresponding grace periods, including, without limitation, 60 payment defaults, cross-defaults to other agreements evidencing indebtedness and bankruptcy-related defaults. We were in compliance with these covenants as of December 31, 2024.
The Credit Agreement also contains customary representations and warranties and affirmative and negative covenants, including financial covenants, as well as customary events of default, with corresponding grace periods, including, without limitation, payment defaults, cross-defaults to other agreements evidencing indebtedness and bankruptcy-related defaults. We were in compliance with these covenants as of December 31, 2025.
See Note 15 to our 2024 consolidated financial statements for additional discussion of these contractual obligations. Outlook - We believe that we have sufficient capital and access to additional capital to meet our short- and long-term cash flow needs. 63 Critical Accounting Estimates Our consolidated financial statements are prepared in accordance with U.S.
See Note 15 to our 2025 consolidated financial statements for additional discussion of these contractual obligations. 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 Our consolidated financial statements are prepared in accordance with U.S.
Depreciation - The increase in depreciation expense in 2024 compared to 2023 was due primarily to the impact of purchases of furniture, equipment and leasehold improvements related to office consolidations and moves, and expenditures related to upgrading computer systems.
Depreciation - The increase in depreciation expense in 2025 compared to 2024 was due primarily to the impact of purchases of furniture, equipment and leasehold improvements related to office consolidations and moves, and expenditures related to upgrading computer systems.
At-the-Market Equity Program - On March 14, 2024, we entered into an 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.
At-the-Market Equity Program - On March 14, 2024, we entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC, pursuant to which we may offer and sell, from time to time, up to 3.0 million shares of our common stock through Morgan Stanley as sales agent.
In October 2024, we performed a qualitative impairment review on carrying value of our goodwill for all of our reporting units and no indicators of impairment were noted as of December 31, 2024.
In October 2025, we performed a qualitative impairment review on carrying value of our goodwill for all of our reporting units and no indicators of impairment were noted as of December 31, 2025.
At December 31, 2024, 5.6 million shares remained available for issuance under this registration statement. 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.
At December 31, 2025, 5.5 million shares remained available for issuance under this registration statement. 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.
These include costs related to regulatory filings, legal and accounting services, insurance and incentive compensation. o Workforce related charges, which primarily include severance costs (either accrued or paid) related to employee terminations and other costs associated with redundant workforce. o Lease termination related charges, which primarily include costs related to terminations of real estate leases and abandonment of leased space. o Acquisition related adjustments principally relate to changes in estimated acquisition earnout payables adjustments and acquisition related compensation charges.
These include costs related to regulatory filings, legal and accounting services, insurance and incentive compensation. 40 Table of Contents ◦ Workforce related charges, which primarily include severance costs (either accrued or paid) related to employee terminations and other costs associated with redundant workforce. ◦ Lease termination related charges, which primarily include costs related to terminations of real estate leases and abandonment of leased space. ◦ Acquisition related adjustments principally relate to changes in estimated acquisition earnout payables adjustments and acquisition related compensation charges.
Reconciliation of Non-GAAP Information Presented to GAAP Measures - This report includes tabular reconciliations to the most comparable GAAP measures, as follows: for EBITDAC (on pages 44 and 50 ), for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on page 37 ), for organic revenue measures (on pages 45 and 50 ), respectively, for the brokerage and risk management segments, for adjusted compensation and operating expenses and adjusted EBITDAC margin (on page 46 ), respectively, for the brokerage segment and (on page 51 ) for the risk management segment.
Reconciliation of Non-GAAP Information Presented to GAAP Measures - This report includes tabular reconciliations to the most comparable GAAP measures, as follows: for EBITDAC (on pages 45 and 51 ), for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on page 37 ), for organic revenue measures (on pages 46 and 51 ), respectively, for the brokerage and risk management segments, for adjusted compensation and operating expenses and adjusted EBITDAC margin (on page 48 ), respectively, for the brokerage segment and (on page 52 ) for the risk management segment.
Our brokerage segment generates revenues by: (i) Identifying, negotiating and placing all forms of insurance coverage, as well as providing data analytics, risk-shifting, risk-sharing and risk-mitigation consulting services, principally related to property/casualty, life, health, welfare and disability insurance.
Our brokerage segment generates revenues by: • Identifying, negotiating and placing all forms of insurance (or insurance-like) coverage, as well as providing data analytics, risk-shifting, risk-sharing and risk-mitigation consulting services, principally related to property/casualty, life, health, welfare and disability insurance.
The annual fee for Facility B is 0.56% and 0.8325% for the undrawn commitments for the AU$ and NZ$ tranches, respectively. The annual fee for Facility C is 0.77% and for Facility D is 0.90% of the total commitments of the facilities.
The annual fee for Facility B is 0.52% and 0.8325% for the undrawn commitments for the AU$ and NZ$ tranches, respectively. The annual fee for Facility C is 0.77% and for Facility D is 0.90% of the total commitments of the facilities.
Historically, cash provided by operating activities was unfavorably impacted if the amount of IRC Section 45 tax credits generated (which is the amount we recognized for financial reporting purposes) was greater than the amount of tax credits utilized to reduce our tax cash obligations.
Historically, cash provided by operating activities was unfavorably impacted if the amount of IRC Section 45 tax credits generated (which is the amount 57 Table of Contents we recognized for financial reporting purposes) was greater than the amount of tax credits utilized to reduce our tax cash obligations.
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.
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 61 Table of Contents exercised in full by the underwriters on January 6, 2025.
Note Purchase Agreement - 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.
During February 2024, we used operating cash to fund the $100 million Series HH note maturity that had a fixed rate of 4.72% that was due February 13, 2024 and the $325 million Series H note maturity that had a fixed rate of 4.58% that was due February 27, 2024.
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 review all of our intangible assets for impairment periodically (at least annually for goodwill) and whenever events or 48 Table of Contents changes in business circumstances indicate that the carrying value of the assets may not be recoverable.
In 2024, the funded status of the Plan was favorably impacted by an increase in the discount rates used in the measurement of the pension liabilities at December 31, 2024 and other assumption changes, the net impact of which was approximately $3.7 million.
In 2024, the funded status of the Plan was favorably impacted by an increase in the discount rates used in the measurement of the pension liabilities at December 31, 2024 and other assumption changes, the net impact of which was approximately $4 million.
Principal uses of the 2024 and 2023 borrowings under the Credit Agreement were to fund acquisitions, earnout payments related to acquisitions and general corporate purposes.
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.
We have not made any material changes in the accounting methodology used to recognize revenue during the past three fiscal years. Income Taxes Description We estimate total income tax expense based on statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we earn income.
We have not made any material changes in the accounting methodology used to recognize revenue during the past three fiscal years. 64 Table of Contents Income Taxes Description We estimate total income tax expense based on statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we earn income.
During 2023, management determined the 5.0% employer matching contributions on eligible compensation to the 401(k) plan for the 2023 plan year to be funded with our common stock, which was funded in February 2024.
During 2024, management determined the 5% employer matching contributions on eligible compensation to the 401(k) plan for the 2024 plan year to be funded with our common stock, which was funded in February 2025.
The amounts initially recorded as earnout payables for our 2021 to 2024 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 amounts initially recorded as earnout payables for our 2022 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.
Also contributing to the increases in depreciation expense in 2024 was the depreciation expense associated with acquisitions completed in 2024 and the latter part of 2023.
Also contributing to the increases in depreciation expense in 2025 was the depreciation expense associated with acquisitions completed in 2025 and the latter part of 2024.
Change in estimated acquisition earnout payables - The change in estimated acquisition earnout payables in 2024 and 2023, primarily relates to accretion of discount in 2024 and 2023 relates to the estimated fair value of the earnout obligations.
Change in estimated acquisition earnout payables - The change in estimated acquisition earnout payables in 2025 and 2024, primarily relates to accretion of discount in 2025 and 2024 relates to the estimated fair value of the earnout obligations.
See Note 7 to our 2024 consolidated financial statements for a summary of our debt at December 31, 2024 and 2023.
See Note 7 to our 2025 consolidated financial statements for a summary of our debt at December 31, 2025 and 2024.
We anticipate reporting an effective tax rate on adjusted results of approximately 25% to 27% in our risk management segment based on known changes in tax rates in future periods. 52 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.
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. Corporate The corporate segment reports the financial information related to our debt, external acquisition-related expenses, other corporate costs, the impact of foreign currency remeasurement and clean energy investments.
In addition, these tables provide reconciliations to the most comparable GAAP measures for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share. Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages 44 and 50 of this filing.
In addition, these tables provide reconciliations to the most comparable GAAP measures for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share. Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages 45 and 51 of this filing.
The interest rates on Facility B are Interbank rates, which vary by tranche, duration and currency, plus a margin of 1.400% and 1.850% for the AU$ and NZ$ tranches, respectively. The interest rates on Facilities C and D are 30 day Interbank rates, plus a margin of 0.830% and 0.990% for the AU$ and NZ$ tranches, respectively.
The interest rates on Facility B are Interbank rates, which vary by tranche, duration and currency, plus a margin of 1.300% and 1.850% for the AU$ and NZ$ tranches, respectively. The interest rates on Facilities C and D are 30 day Interbank rates, plus a margin of 0.780% and 0.990% for the AU$ and NZ$ tranches, respectively.
At this time, we anticipate our clean energy investments will produce after-tax losses in 2025. 36 The following provides information that management believes is helpful when comparing revenues before reimbursements, net earnings, EBITDAC and diluted net earnings per share for 2024 and 2023.
At this time, we anticipate our clean energy investments will produce after-tax losses in 2026. 36 Table of Contents The following provides information that management believes is helpful when comparing revenues before reimbursements, net earnings, EBITDAC and diluted net earnings per share for 2025 and 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Form 10-K for the fiscal year ended December 31, 2023. 35 Summary of Financial Results - Year Ended December 31, See the reconciliations of non-GAAP measures on page 38 .
Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Form 10-K for the fiscal year ended December 31, 2024. 35 Table of Contents Summary of Financial Results - Year Ended December 31, See the Reconciliations of Non-GAAP Measures on page 38 .
We believe these favorable trends should continue for 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 was 8% in 2024 and 16% in 2023.
We believe these favorable net new business trends should continue for 2026, 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 was 6% in 2025 and 8% in 2024.
In 2024, we expanded, and expect to continue to expand, our international operations through both acquisitions and organic growth. We generate approximately 64% of our revenues for the combined brokerage and risk management segments domestically, with the remaining 36% generated internationally, primarily in Australia, Canada, New Zealand and the U.K. (based on 2024 revenues).
In 2025, we expanded, and expect to continue to expand, our international operations through both acquisitions and organic growth. We generate approximately 67% of our revenues for the combined brokerage and risk management segments domestically, with the remaining 33% generated internationally, primarily in Australia, Canada, New Zealand and the U.K. (based on 2025 revenues).
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.
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.
Accordingly, as of December 31, 2024, AU$60.0 million and NZ$25.0 million remained available for potential borrowing under Facility B, and AU$60.0 million and NZ$2.5 million under Facilities C and D, respectively. Dividends - Our board of directors determines our dividend policy.
Accordingly, as of December 31, 2025, AU$65 million and NZ$25 million remained available for potential borrowing under Facility B, and AU$60 million and NZ$0 million under Facilities C and D, respectively. Dividends - Our board of directors determines our dividend policy.
Benefit for income taxes - We allocate the provision for income taxes to the brokerage and risk management segments using local statutory rates. Our consolidated effective tax rate was 21.6% and 18.5%, for 2024 and 2023, respectively. The tax rate for 2024 was lower than the statutory rate primarily due to the income tax benefit of stock-based awards.
Benefit for income taxes - We allocate the provision for income taxes to the brokerage and risk management segments using local statutory rates. Our consolidated effective tax rate was 19.7% and 21.5%, for 2025 and 2024, respectively. The tax rate for 2025 was lower than the statutory rate primarily due to the income tax benefit of stock based awards.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

16 edited+0 added−1 removed15 unchanged
Biggest changeIn addition, during 2024, 2023 and 2022, we had several monthly put/call options in place with an external financial institution that were designed to hedge a significant portion of our Indian currency disbursements through various future payment dates.
Biggest changeIn addition, during 2025, 2024 and 2023, we had several monthly put/call options in place with an external financial institution that were designed to hedge a significant portion of our Indian currency disbursements through various future payment dates. 68 Table of Contents Although these hedging strategies were designed to protect us against significant India, Norway and the U.K. currency exchange rate movements, we are still exposed to some foreign currency exchange rate risk for the portion of the payments and currency exchange rate that are unhedged.
All of these hedges are accounted for in accordance with ASC Topic 815, “Derivatives and Hedging”, and periodically are tested for effectiveness in accordance with such guidance. In the scenario where such hedge does not pass the effectiveness test, the hedge 68 will be re-measured at the stated point and the appropriate loss, if applicable, would be recognized.
All of these hedges are accounted for in accordance with ASC Topic 815, “Derivatives and Hedging”, and periodically are tested for effectiveness in accordance with such guidance. In the scenario where such hedge does not pass the effectiveness test, the hedge will be re-measured at the stated point and the appropriate loss, if applicable, would be recognized.
The fair value of our portfolio of cash and cash equivalents as of December 31, 2024 approximated its carrying value due to its short-term duration. We estimated market risk as the potential decrease in fair value resulting from a hypothetical one-percentage point increase in interest rates for the instruments contained in the cash and cash equivalents investment portfolio.
The fair value of our portfolio of cash and cash equivalents as of December 31, 2025 approximated its carrying value due to its short-term duration. We estimated market risk as the potential decrease in fair value resulting from a hypothetical one-percentage point increase in interest rates for the instruments contained in the cash and cash equivalents investment portfolio.
The following analyses present the hypothetical loss in fair value of the financial instruments held by us at December 31, 2024 that are sensitive to changes in interest rates. The range of changes in interest rates used in the analyses reflects our view of changes that are reasonably possible over a one‑year period.
The following analyses present the hypothetical loss in fair value of the financial instruments held by us at December 31, 2025 that are sensitive to changes in interest rates. The range of changes in interest rates used in the analyses reflects our view of changes that are reasonably possible over a one‑year period.
Market risk is estimated as the potential increase in fair value resulting from a hypothetical one-percentage point decrease in our weighted average short-term borrowing rate at December 31, 2024 and the resulting fair values are not materially different from their carrying value.
Market risk is estimated as the potential increase in fair value resulting from a hypothetical one-percentage point decrease in our weighted average short-term borrowing rate at December 31, 2025 and the resulting fair values are not materially different from their carrying value.
We estimated market risk as the potential impact on the value of the debt recorded in our consolidated balance sheet based on a hypothetical one-percentage point change in our weighted average borrowing rate as of December 31, 2024.
We estimated market risk as the potential impact on the value of the debt recorded in our consolidated balance sheet based on a hypothetical one-percentage point change in our weighted average borrowing rate as of December 31, 2025.
For the year ended December 31, 2024 there has been no such effect on our consolidated financial presentation. The impact of these hedging strategies was not material to our consolidated financial statements for 2024, 2023 and 2022.
For the year ended December 31, 2025 there has been no such effect on our consolidated financial presentation. The impact of these hedging strategies was not material to our consolidated financial statements for 2025, 2024 and 2023.
During 2024, 2023 and 2022, we had several monthly put/call options in place with an external financial institution that were designed to hedge a significant portion of our future Norway and the U.K. currency revenues through various future payment dates.
During 2025, 2024 and 2023, we had several monthly put/call options in place with an external financial institution that were designed to hedge a significant portion of our future India, Norway and the U.K. currency revenues through various future payment dates.
Item 7A. Quantitative and Qualitati ve Disclosures about Market Risk. We are exposed to various market risks in our day to day operations. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest and foreign currency exchange rates and equity prices.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk. We are exposed to various market risks in our day to day operations. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest and foreign currency exchange rates and equity prices.
Assuming a hypothetical favorable change of 10% in the average foreign currency exchange rate for 2024 (a strengthening of the U.S. dollar), earnings before income taxes would have decreased by approximately $55.5 million. We are also subject to foreign currency exchange rate risk associated with the translation of local currencies of our foreign subsidiaries into U.S. dollars.
Assuming a hypothetical favorable change of 10% in the average foreign currency exchange rate for 2025 (a strengthening of the U.S. dollar), earnings before income taxes would have decreased by approximately $56 million. We are also subject to foreign currency exchange rate risk associated with the translation of local currencies of our foreign subsidiaries into U.S. dollars.
As of December 31, 2024, there were no borrowings outstanding under our Credit Agreement and $225.2 million of borrowings outstanding under our Premium Financing Debt Facility. The fair value of these borrowings approximate their carrying value due to their short-term duration and variable interest rates associated with these debt obligations.
As of December 31, 2025, there were no borrowings outstanding under our Credit Agreement and $226 million of borrowings outstanding under our Premium Financing Debt Facility. The fair value of these borrowings approximate their carrying value due to their short-term duration and variable interest rates associated with these debt obligations.
See Note 18 to our 2024 consolidated financial statements for the changes in fair value of these derivative instruments reflected in comprehensive earnings in 2024, 2023 and 2022 . 69
See Note 18 to our 2025 consolidated financial statements for the changes in fair value of these derivative instruments reflected in comprehensive earnings in 2025, 2024 and 2023. 69 Table of Contents
Assuming a hypothetical adverse change of 10% in the average foreign currency exchange rate for 2024 (a weakening of the U.S. dollar), earnings before income taxes would have increased by approximately $64.8 million.
Assuming a hypothetical adverse change of 10% in the average foreign currency exchange rate for 2025 (a weakening of the U.S. dollar), earnings before income taxes would have increased by approximately $71 million.
The aggregate estimated fair value of these borrowings at December 31, 2024 was $12,072.7 million due to the long-term duration and fixed interest rates associated with these debt obligations. No active or observable market exists for our private placement long‑term debt.
The aggregate estimated fair value of these borrowings at December 31, 2025 was $12,183 million 67 Table of Contents due to the long-term duration and fixed interest rates associated with these debt obligations. No active or observable market exists for our private placement long‑term debt.
The resulting fair values were not materially different from their carrying values at December 31, 2024. 67 As of December 31, 2024, we had $13,073.0 million of borrowings outstanding under our various senior notes and note purchase agreements.
The resulting fair values were not materially different from their carrying values at December 31, 2025. As of December 31, 2025, we had $12,873 million of borrowings outstanding under our various senior notes and note purchase agreements.
A one-percentage point decrease would result in an estimated fair value of $13,118.6 million, or $45.6 million more than their current carrying value. A one‑percentage point increase would result in an estimated fair value of $11,169.7 million, or $1,903.3 million less than their current carrying value.
A one-percentage point decrease would result in an estimated fair value of $13,177 million, or $304 million more than their current carrying value. A one‑percentage point increase would result in an estimated fair value of $11,332 million, or $1,541 million less than their current carrying value.
Removed
Although these hedging strategies were designed to protect us against significant India, Norway and the U.K. currency exchange rate movements, we are still exposed to some foreign currency exchange rate risk for the portion of the payments and currency exchange rate that are unhedged.

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