Arthur J. Gallagher & Co. (AJG) 10-K risk factor changes: FY2024 vs FY2023

Global economic and geopolitical events, such as [removed: inflation, monetary policy responses and changing] [added: fluctuations in] interest [added: and inflation] rates; [added: geo-economic fragmentation and protectionism;] a recession or economic [removed: downturn,] [added: downturn; a potential U.S. government shutdown or gridlock over increasing the debt ceiling and] political violence, and instability, including [removed: geo-economic fragmentation,] [added: as a result of armed conflicts in Ukraine and the Middle East,] could adversely affect our results of operations and financial condition.

[removed: Damage] [added: Damage] to our reputation [added: or culture] could have a material adverse effect on our [removed: business.][added: business.]

Our sustainability [removed: and ESG-related] aspirations, goals and initiatives, and our public statements and disclosures regarding them, expose us to numerous risks.

If we are unable to apply [removed: technology and] [added: technology,] data analytics [added: 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, [added: organic and inorganic] growth and compliance programs could be adversely affected.

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 [added: operations and financial condition.]

[removed: Limited] [added: 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 [removed: others.][added: others.]

Global economic conditions and geopolitical events may [removed: cause unstable economic conditions in] [added: impact] the countries, regions or industries in which we operate and adversely affect our [added: business] results of operations and financial condition.

[removed: Geopolitical conflicts such as the] [added: 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 [added: and other governmental actions affecting the flow of goods, services or currency, the armed conflicts] in Ukraine and the Middle East, [removed: geo-economic fragmentation, climate change, the transition to a low-carbon economy,] 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.

[added: 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.

A rise in the cost of [removed: labor,] [added: labor or] cost of capital, [removed: or interest and tax rates,] among other things, could negatively impact our operating and general and administrative expenses.

[removed: If our costs grow significantly, our margins and results of operations may be] materially and adversely impacted and we may not be able to achieve our strategic and financial objectives.

[removed: Lower] [added: While lower] interest rates [removed: in the future could] [added: 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 [removed: in the future] may reduce our revenue growth by slowing the increase in insurable asset values.

Underwriting enterprises are also clients of [removed: Gallagher Re] [added: our reinsurance and third-party claims administration operations] and, as such, any of the negative developments for underwriting enterprises referred to above could also reduce our commission [added: and fee] revenues from such clients.

In addition, if underwriting enterprises merge, fail, or withdraw from offering certain lines of coverage, for example, because of large payouts related to climate or weather events or other emerging risk areas, overall risk-taking capital capacity could be negatively affected, which could reduce our ability to place certain lines of coverage, reduce demand from the insurance company clients of [removed: Gallagher Re] [added: our reinsurance and third-party claims administration operations] and, as a result, reduce our revenues and profitability.

See also Note 3 to our [removed: 2023] [added: 2024] consolidated financial statements for information regarding the size of transactions in the reporting period.

Post-acquisition risks [added: apply both to our normal-course and larger acquisitions described in the risk factor below and] include poor cultural fit and risks relating to retention of personnel, retention of clients, entry into unfamiliar or complex markets or lines of business, contingencies or [removed: liabilities, such] [added: liabilities not covered by or in excess of escrowed or indemnified amounts (such] as [added: those arising from] violations of sanctions laws or anti-corruption laws including the FCPA and U.K. Bribery [removed: Act,] [added: Act)] risks relating to ensuring compliance with licensing and regulatory requirements, tax and accounting issues, the risk that an acquisition distracts management and personnel from our existing business, and integration difficulties relating to accounting, information technology (which we refer to as IT), pay equity, or [added: human resources, some or all of which could have an adverse effect on our results of operations and growth.]

The failure of acquisition targets to achieve anticipated revenue and earnings levels could [removed: also] result in goodwill impairment charges.

We can provide no assurance that we will be able to successfully integrate the operations of acquisitions that are larger than our usual tuck-in acquisitions, such as [removed: Willis Re,] [added: AssuredPartners,] Buck, Eastern Insurance, Cadence Insurance and My Plan Manager, that they will perform as expected, or that we will not incur unforeseen obligations or liabilities.

[removed: In addition, we have made certain assumptions relating to these] acquisitions that may be inaccurate, including as a result of the failure to realize expected benefits, higher than expected integration costs and unknown liabilities as well as general economic and business conditions.

[removed: Damage] [added: Damage] to our reputation [added: and culture] could have a material adverse effect on our [removed: business.][added: business.]

We advise our clients on and provide services related to a wide range of subjects and our ability to attract [added: acquisition partners] and [added: attract and] retain clients [added: and employees] is highly dependent upon [removed: the external] perceptions of our expertise, level of service, ability to protect client information, trustworthiness, business practices, financial condition and other subjective qualities such as ethics, culture and values.

Our success is also dependent on maintaining a good reputation with [removed: existing and potential employees,] investors, regulators and the communities in which we operate.

Negative perceptions or [removed: publicity regarding these matters,] [added: publicity,] including our association with clients or business partners with damaged reputations, [added: as a result of actions taken by companies we acquire before the acquisition, as a result of marketing partnerships (for example, with a sports team] or [added: league), or] from actual or alleged conduct by us or our employees, including corruption or bribery allegations [removed: (for example, those in connection with the previously-disclosed investigation of our business in Ecuador)] or cybersecurity [removed: incidents (for example, as disclosed in previous filings, we experienced a ransomware attack in 2020)] [added: incidents,] could damage our reputation.

Any resulting erosion of trust and confidence [added: or the perception among some stakeholders that we are overly focused on sustainability] could make it difficult for us to attract [added: acquisition targets or attract] and retain clients, employees or investors; result in lower [removed: ESG] [added: sustainability] ratings, exclusion of our stock from [removed: ESG-oriented] [added: sustainability-oriented] indices, and reduced demand for our stock from [removed: ESG-focused] [added: sustainability-focused or anti-ESG] investment funds; increase our cost of borrowing; or harm our relationships with regulators and the communities in which we operate.

As we [removed: venture into] [added: enter] new jurisdictions and markets globally, negative reputational events (whether arising from regulatory matters or otherwise) may have a disproportionate impact in locations or markets where our employee and client presence is limited.

See below for additional risk factors regarding [removed: climate change and ESG] [added: sustainability] initiatives and disclosures.

Our [removed: ESG-related] [added: sustainability-related] aspirations, goals and initiatives, and our statements and disclosures regarding [removed: ESG-related matters,] [added: sustainability] expose us to numerous risks.

The increased focus on [removed: ESG issues] [added: sustainability] has made compliance with regulations, frameworks and stakeholder expectations increasingly complex.

Our business faces increased scrutiny from the investment community, clients, employees, potential acquisition targets, regulators and other stakeholders related to [removed: our ESG activities.][added: sustainability.]

This includes scrutiny regarding our goal to reach [removed: Net Zero] [added: operational net zero] carbon emissions [removed: in our direct operations] (Scope 1 and Scope 2) by 2050 and our interim goal of [added: a] 50% reduction in [removed: our Scope 1 and Scope 2 carbon] [added: such] emissions, on a per employee basis, by 2030.

Similarly, our failure or perceived failure to pursue or fulfill our goals, targets and objectives, to comply with ethical, [added: social] environmental or other standards, regulations or [removed: expectations] [added: expectations, which are continuously evolving,] or to satisfy various reporting standards with respect to these matters, could have the same negative impacts, as well as expose us to government enforcement actions and private litigation.

See also “We are subject [added: to regulation worldwide.]

If we are unable to apply technology and data analytics 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, [added: ability to attract acquisition targets,] growth and compliance programs could be adversely affected.

Our future success depends, in part, on our ability to [added: collect and leverage data relating to our business and otherwise] anticipate and respond effectively to the risks and opportunities presented by digital disruption, “big data” and data analytics, AI and other developments in technology.

These may include new applications or insurance-related services based on AI (e.g., generative AI, machine learning), robotics, blockchain, [removed: the metaverse] or new approaches to data mining that impact the nature of how we generate revenue.

We may be exposed to competitive risks related to the adoption and application of new technologies by established market participants (for example, through [removed: disintermediation or use of the metaverse)] [added: disintermediation)] or new entrants such as technology companies, “Insurtech” start-up companies, and others.

[removed: These new entrants are focused on using technology and innovation in an attempt to simplify and] improve the client experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the industries in which we operate.

If we cannot offer new technologies or data analytics solutions as quickly as our competitors, or if our competitors develop more cost-effective technologies, data analytics solutions or other product offerings, we could experience a material adverse effect on our operating results, client relationships, [added: ability to attract acquisition targets,] growth, and compliance programs.

We have internal policies [added: and controls] governing the [added: development, procurement, deployment and] use of AI by our employees designed to [added: align with globally recognized AI principles, maintain trust with clients and] protect the company from [added: cybersecurity threats,] breaches of data [removed: privacy,] [added: privacy and intellectual property,] E&O liability and regulatory enforcement risk; however, our employees could violate these policies and [added: they or external threat actors could circumvent our controls and] expose us to such risks.

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.

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.

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.

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.

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

price of our common stock.

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.

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.

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.

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.

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.

Risks Relating to our Business Generally

If our costs grow significantly, our margins and results of operations may be

Additionally, through our acquisitions, we may enter new lines of business or offer new services within existing lines of business.

For example, our acquisition of Redington and My Plan Manager added U.K.‑regulated investment consulting services and Australia-regulated disability plan management services to our operations.

These new businesses may pose additional risks or increased regulatory burden.

In addition, we have made certain assumptions relating to these

See also “We may encounter integration challenges and AssuredPartners may not perform as expected.”

We believe that our culture has been a critical component of our growth and success since our founding nearly 100 years ago and the failure to uphold our culture as we grow could negatively impact our reputation.

We may also face scrutiny, including private litigation or government enforcement actions, relating to our long-standing inclusion and diversity initiatives.

Heightened scrutiny, including a growing backlash against sustainability initiatives, has increased the risk that we could be perceived as, or accused of, making inaccurate or misleading statements, commonly referred to as “greenwashing” and “greenhushing,” and could harm our reputation.

These new entrants are focused on using technology and innovation in an attempt to simplify and

The use of this technology by clients or underwriting enterprises may impact the way our business operates, and its use by our competitors and new market entrants with competing services derived from their AI capabilities may give them a competitive advantage.

The substantial increase in remote work among our employees subjects us to certain challenges and risks.

operations and financial condition.

We are subject to a number of contingencies and legal proceedings which, if determined unfavorably to us, would adversely affect our financial results.

Global economic events, including accommodative monetary and fiscal policies, have contributed to significant inflation in many markets in which we operate.

To combat inflation and restore price stability, the U.S. Federal Reserve and other central banks raised interest rates in 2023.

While moderate inflation generally benefits our industry by increasing insurable asset values, increased inflation and higher interest rates have had far-reaching negative effects on the global economy during the past several years.

This could happen, for example, if our clients reduce the amount of insurance coverage, reinsurance coverage, consulting services or

human resources, some or all of which could have an adverse effect on our results of operations and growth.

Negative publicity resulting from one of our marketing partnerships (for example, with a sports team or league) could damage our brand and/or our reputation.

Our reputation could also be harmed by negative perceptions or publicity regarding sustainability or ESG matters, including concerns with environmental, climate change, workforce diversity, political spending, pay equity, harassment, racial justice, cybersecurity and data privacy matters, as well as backlash against sustainability or ESG initiatives generally.

Heightened scrutiny has increased the risk that we could be perceived as, or accused of, making inaccurate or misleading statements, commonly referred to as “greenwashing.” If our ESG practices and disclosures do not comply with regulations or align with stakeholder expectations and standards, which are continuously evolving, our reputation, our ability to attract or retain employees and our attractiveness as an investment, business partner or as an acquirer could be negatively impacted.

to regulation worldwide.

Furthermore, the increased availability of remote

In addition, the Federal Trade Commission (FTC) has proposed a rule that would prevent employers from entering into non-competes with employees and require employers to rescind existing non-competes.

See also “The substantial increase in remote work among our employees subjects us to certain challenges and risks” below.

The substantial increase in remote work among our employees subjects us to certain challenges and risks.

Many of our employees now work from home on a full- or part-time basis.

Remote work for some of our employees could affect their productivity, including due to a lower level of oversight, distractions and disruptions due to caregiving obligations or slower or unreliable Internet access.

Remote work may also make some employees feel detached from colleagues and the organization.

In some cases, this may make them more vulnerable to solicitations by competing firms.

The increased prevalence of remote work among our employees may also subject us to other challenges and risks.

For example, our hybrid work environment may adversely affect our ability to recruit and retain personnel who prefer a fully remote or fully in-person work environment.

Operating our business with both remote and in-person workers, or workers who work on flexible schedules, could have a negative impact on our corporate culture, decrease the ability of our employees to collaborate and communicate effectively, decrease the ability of newer production and support staff to learn client-handling and other key skills informally around the office, decrease innovation and productivity, or negatively affect employee morale.

there in the future.

A significant decrease in the value of our defined benefit pension plan assets, changes to actuarial assumptions used to determine pension plan liabilities, or decreases in the interest rates used to discount the pension plan’s liabilities could cause an increase in pension plan costs in future years.

The occurrence of any of the preceding conditions could result in increased costs and impair our ability to operate our business.

These and other international regulatory risks and labor related risks are described below under “Regulatory, Legal and Accounting Risks”;

Although we

For example, the majority of EU countries and the U.K. have incorporated some elements of BEPS Pillar 2 into their national laws.

Other countries in which we have significant operations, such as Australia and Canada, have either announced an intention to adopt it or started the process of doing so.

The U.K. and the majority of the EU have adopted some aspects of these rules.

Other countries in which we have significant operations, including Australia and Canada, have announced an intention to adopt it or started the process of doing so.

Pillar 2 will establish a global minimum tax rate of 15%, such that multinational

conditions.

We closed the acquisition of Buck in April 2023.

a more significant effort and involves additional risks compared to our typical acquisitions.

market affecting our stock price could negatively impact our ability to grow through mergers and acquisitions financed using our common stock.

See “The substantial increase in remote work among our employees subjects us to certain challenges and risks” above for a discussion of how remote work enhances these risks.

computer viruses, ransomware, malware, or other cyber-attacks, employee or insider error, malfeasance, social engineering, physical breaches or other actions.

were not favorable to us, it could materially adversely affect our future financial results.

In addition, please see “Information Regarding Non-GAAP Measures and Other” beginning on page [removed: 38] [added: 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.

We are headquartered in Rolling Meadows, Illinois, and provide brokerage, risk management and consulting services in approximately 130 countries around the world through our owned operations and a network of correspondent brokers and [removed: consultants.][added: consultants and third-party property/casualty claims settlement and administration services through a network of offices located throughout Australia, Canada, New Zealand, the U.K. and the U.S. 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 [removed: the] Australia, Canada, New Zealand and the U.K. (based on [removed: 2023] [added: 2024] revenues).

Brokerage and risk management contributed approximately 86% and 14%, respectively, to [removed: 2023] [added: 2024] revenues.

[removed: Investment] [added: Interest income, premium finance revenues and other] income is generated from invested cash and fiduciary [removed: funds, clean energy investments (prior to 2022),] [added: funds] and revenue from premium financing.

For information on fiscal [removed: 2022] [added: 2023] results and similar comparisons, see "Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Form 10-K for the fiscal year ended December 31, [removed: 2022.][added: 2023.]

See the reconciliations of non-GAAP measures on page [removed: 36.][added: 38.]

| | | Year [removed: 2023] [added: 2024] | | | | | | | | Year [removed: 2022] [added: 2023] | | | | | | | | Change | | | | | | |

| Net earnings | | $ | [removed: 1,169.4] [added: 1,685.7] | | | | | | | $ | [removed: 1,201.8] [added: 1,169.4] | | | | | | | | [removed: (3] [added: 44] | [removed: %)] [added: %] | | | | |

| Net earnings margin | | | [removed: 13.5] [added: 17.0] | % | | | | | | | [removed: 16.5] [added: 13.5] | % | | | | | | [removed: \-292] [added: +343] bpts | | | | | | |

| Adjusted EBITDAC margin | | | | | | | [removed: 34.3] [added: 35.2] | % | | | | | | | [removed: 34.0] [added: 34.2] | % | | | | | | [removed: +31] [added: +95] bpts | | |

| Diluted net earnings per share | | $ | [removed: 5.30 | | | $ | 9.39] [added: 7.46] | | | $ | [removed: 5.58] [added: 5.30] | | | $ | [removed: 8.00 | | | | (5 | %) | | | 17] [added: 2.16] | [removed: %] |

| Revenues before reimbursements | | [removed: $] | [removed: 1,287.6 | | | $ | 1,287.2 | | | $ | 1,092.6 | | | $ | 1,086.8] [added: 1,450.5] | | | | [removed: 18] [added: 1,287.6] | [removed: %] | | | [removed: 18] [added: 162.9] | [removed: %] |

| Organic revenues | | | | | | $ | [removed: 1,254.2] [added: 1,355.8] | | | | | | | $ | [removed: 1,082.8] [added: 1,254.2] | | | | | | | | [removed: 15.8] [added: 8.1] | % |

| Net earnings | | $ | [removed: 154.0] [added: 174.5] | | | | | | | $ | [removed: 115.8] [added: 154.0] | | | | | | | | [removed: 33] [added: 13] | % | | | | |

| Net earnings margin (before reimbursements) | | | 12.0 | % | | | | | | | [removed: 10.6] [added: 12.0] | % | | | | | | [removed: +136] [added: +7] bpts | | | | | | |

| Adjusted EBITDAC margin (before reimbursements) | | | | | | | [removed: 20.0] [added: 20.7] | % | | | | | | | [removed: 18.5] [added: 20.0] | % | | | | | | [removed: +158] [added: +65] bpts | | |

| Diluted net earnings per share | | $ | [removed: 0.70] [added: 0.78] | | | $ | [removed: 0.74] [added: 0.86] | | | $ | [removed: 0.54] [added: 0.70] | | | $ | [removed: 0.56] [added: 0.74] | | | | [removed: 30] [added: 11] | % | | | [removed: 32] [added: 16] | % |

| Diluted net loss per share | | $ | [removed: (1.58] [added: (1.74] | ) | | $ | [removed: (1.37] [added: (1.61] | ) | | $ | [removed: (0.93] [added: (1.58] | ) | | $ | [removed: (1.02] [added: (1.37] | ) | | | | | | | | |

| Diluted net earnings per share | | $ | [removed: 4.42] [added: 6.50] | | | $ | [removed: 8.76] [added: 10.09] | | | $ | [removed: 5.19] [added: 4.42] | | | $ | [removed: 7.54] [added: 8.70] | | | | [removed: (15] [added: 47] | [removed: %)] [added: %] | | | 16 | % |

| Diluted net earnings per share | | $ | [removed: 6.00] [added: 8.24] | | | $ | [removed: 10.13] [added: 11.70] | | | $ | [removed: 6.12] [added: 6.00] | | | $ | [removed: 8.56] [added: 10.07] | | | | [removed: (2] [added: 37] | [removed: %)] [added: %] | | | [removed: 18] [added: 16] | % |

In our corporate segment, net after-tax (loss) earnings from our clean energy investments was [removed: $(11.5)] [added: $(4.4)] million and [removed: $(9.2)] [added: $(11.5)] million in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

At this time, we anticipate our clean energy investments will produce after-tax losses in [removed: 2024.][added: 2025.]

The following provides information that management believes is helpful when comparing revenues before reimbursements, net earnings, EBITDAC and diluted net earnings per share for [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages [removed: 42] [added: 44] and [removed: 48] [added: 50] of this filing.

| Segment | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | Chg | | |

| Brokerage, as reported | | $ | [removed: 8,637.2] [added: 9,933.8] | | | $ | [removed: 7,303.8] [added: 8,637.2] | | | $ | [removed: 1,169.4] [added: 1,685.7] | | | $ | [removed: 1,201.8] [added: 1,169.4] | | | $ | [removed: 2,595.8] [added: 3,069.0] | | | $ | [removed: 2,239.2] [added: 2,595.8] | | | $ | [removed: 5.30] [added: 7.46] | | | $ | [removed: 5.58] [added: 5.30] | | | | [removed: \-5] [added: 41] | % |

| Net [removed: gains] [added: (gains)] on divestitures | | | (9.6 | ) | | | [removed: (12.1] [added: (2.4] | ) | | | (7.2 | ) | | | [removed: (9.5 | ) | | | (9.6] [added: —] | [removed: )] | | | [removed: (12.1] [added: (7.2] | ) | | | (0.03 | ) | [removed: | | (0.05 | ) | | | | |]

| Acquisition integration | | | — | | | | — | | | | [removed: 184.5] [added: 141.9] | | | | [removed: 132.7] [added: 184.5] | | | | [removed: 243.7] [added: 190.2] | | | | [removed: 167.9] [added: 243.7] | | | | [removed: 0.84] [added: 0.63] | | | | [removed: 0.62] [added: 0.84] | | | | | |

| Workforce and lease termination | | | — | | | | — | | | | [removed: 48.0] [added: 88.6] | | | | [removed: 40.2] [added: 48.0] | | | | [removed: 63.4] [added: 118.9] | | | | [removed: 48.9] [added: 63.4] | | | | [removed: 0.22] [added: 0.39] | | | | [removed: 0.19] [added: 0.22] | | | | | |

| Acquisition related adjustments | | | [removed: —] [added: (26.0] | [added: )] | | | — | | | | [removed: 278.8] [added: 63.9] | | | | [removed: 56.0] [added: 278.8] | | | | [removed: 69.3] [added: 121.2] | | | | [removed: 46.8] [added: 69.3] | | | | [removed: 1.27] [added: 0.28] | | | | [removed: 0.26] [added: 1.27] | | | | | |

| Amortization of intangible assets | | | — | | | | — | | | | [removed: 392.3] [added: 485.8] | | | | [removed: 342.3] [added: 392.3] | | | | — | | | | — | | | | [removed: 1.79] [added: 2.16] | | | | [removed: 1.59] [added: 1.79] | | | | | |

| Effective income tax rate [removed: impact] | | | [removed: — | | | | — | | | | — | | | | (26.0 | ) | | | — | | | | — | | | | —] [added: 25] | [added: %] | | | [removed: (0.13] [added: 26] | [removed: )] [added: %] | | | | |

| Levelized foreign currency translation | | | — | | | | [removed: (25.1 | ) | | | — | | | | (13.8 | ) | | | — | | | | (18.2 | ) | | | — | | | | (0.06] [added: (9.8] | ) | | | | |

| Risk Management, as reported | | | [removed: 1,287.6] [added: 1,450.5] | | | | [removed: 1,092.6] [added: 1,287.6] | | | | [removed: 154.0] [added: 174.5] | | | | [removed: 115.8] [added: 154.0] | | | | [removed: 253.4] [added: 289.4] | | | | [removed: 193.8] [added: 253.4] | | | $ | [removed: 0.70] [added: 0.78] | | | $ | [removed: 0.54] [added: 0.70] | | | | [removed: 30] [added: 11] | % |

| Net [removed: gains] [added: (gains)] on divestures | | | [removed: (0.4] [added: (0.1] | ) | | | [removed: (0.9] [added: (0.4] | ) | | | [removed: (0.3] [added: (0.1] | ) | | | [removed: (0.6] [added: (0.3] | ) | | | [removed: (0.4] [added: (0.1] | ) | | | [removed: (0.9] [added: (0.4] | ) | | | — | | | | — | | | | | |

| Acquisition integration | | | — | | | | — | | | | [removed: 0.7] [added: 2.1] | | | | [removed: 1.4] [added: 0.7] | | | | [removed: 1.0] [added: 2.9] | | | | [removed: 1.8] [added: 1.0] | | | | [removed: —] [added: 0.01] | | | | [removed: 0.01] [added: —] | | | | | |

| Workforce and lease termination | | | — | | | | — | | | | [removed: 2.5] [added: 5.9] | | | | [removed: 4.8] [added: 2.5] | | | | [removed: 3.4] [added: 7.2] | | | | [removed: 6.4] [added: 3.4] | | | | [removed: 0.01] [added: 0.03] | | | | [removed: 0.02] [added: 0.01] | | | | | |

| Acquisition related adjustments | | | — | | | | — | | | | [removed: 0.4] [added: 0.2] | | | | [removed: (5.8] [added: 0.4] | [removed: )] | | | [removed: 0.5] [added: 0.3] | | | | [removed: 0.4] [added: 0.5] | | | | — | | | | [removed: (0.03] [added: —] | [removed: )] | | | | |

| Revenues | | $ | 9,933.8 | | | $ | 9,883.6 | | | $ | 8,637.2 | | | $ | 8,631.1 | | | | 15 | % | | | 15 | % |

| Organic revenues | | | | | | $ | 8,860.6 | | | | | | | $ | 8,244.7 | | | | | | | | 7.5 | % |

| Adjusted EBITDAC | | | | | | $ | 3,475.1 | | | | | | | $ | 2,952.8 | | | | | | | | 18 | % |

| Adjusted EBITDAC | | | | | | $ | 299.7 | | | | | | | $ | 257.4 | | | | | | | | 16 | % |

| Brokerage, as adjusted * | | | 9,883.6 | | | | 8,631.1 | | | | 2,447.9 | | | | 2,052.6 | | | | 3,475.1 | | | | 2,952.8 | | | | 10.84 | | | | 9.33 | | | | 16 | % |

| Risk Management, as adjusted * | | | 1,450.4 | | | | 1,286.2 | | | | 192.5 | | | | 162.7 | | | | 299.7 | | | | 257.4 | | | | 0.86 | | | | 0.74 | | | | 16 | % |

| Transaction-related costs | | | — | | | | — | | | | 26.3 | | | | 17.7 | | | | 32.2 | | | | 22.6 | | | | 0.12 | | | | 0.08 | | | | | |

| Legal & tax related | | | — | | | | — | | | | 3.5 | | | | 26.2 | | | | — | | | | 48.0 | | | | 0.02 | | | | 0.12 | | | | | |

| Clean energy-related | | | (5.3 | ) | | | — | | | | (1.7 | ) | | | 10.9 | | | | (2.3 | ) | | | 12.0 | | | | (0.01 | ) | | | 0.01 | | | | | |

| Total Company, as adjusted * | | $ | 11,345.0 | | | $ | 9,919.0 | | | $ | 2,278.7 | | | $ | 1,912.7 | | | $ | 3,570.7 | | | $ | 2,999.2 | | | $ | 10.09 | | | $ | 8.70 | | | | 16 | % |

| Management, as adjusted * | | $ | 11,334.0 | | | $ | 9,917.3 | | | $ | 2,640.4 | | | $ | 2,215.3 | | | $ | 3,774.8 | | | $ | 3,210.2 | | | $ | 11.70 | | | $ | 10.07 | | | | 16 | % |

| 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 | |

| 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 | ) |

| Brokerage, as adjusted | | $ | 2,752.1 | | | $ | 699.5 | | | $ | 2,052.6 | | | $ | 6.3 | | | $ | 2,046.3 | | | $ | 9.33 | |

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.

The transaction is subject to customary regulatory approval, standard closing conditions and is expected to close during first quarter 2025.

AssuredPartners is a leading U.S. insurance broker with client capabilities across commercial property/casualty, specialty, employee benefits and personal lines with operations in the U.K. and Ireland.

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).

On January 7, 2025, we received an additional $1.28 billion of cash due to the exercise by the underwriters of the overallotment provision related to the follow-on common stock offering.

We estimate global insured natural catastrophe losses were approximately $150 billion during 2024, and first quarter 2025 insured losses are likely to be elevated due to the California wildfires and, may cause insurance and/or reinsurance carriers to increase property pricing upon renewal.

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.

impact to amortization expense of acquisition valuation adjustments to these assets as well as non-cash impairment charges.

In 2023, we expanded, and expect to continue to expand, our international operations through both acquisitions and organic growth.

The corporate segment generated revenues from our clean energy investments until 2022, during which we ran-off existing chemical supplies as part of the wind down of such investments’ operations, after our ability to generate additional tax credits from qualified refined coal pursuant to IRC Section 45 ended in December 2021.

| Revenues | | $ | 8,637.2 | | | $ | 8,627.6 | | | $ | 7,303.8 | | | $ | 7,266.6 | | | | 18 | % | | | 19 | % |

| Organic revenues | | | | | | $ | 7,753.9 | | | | | | | $ | 7,122.6 | | | | | | | | 8.9 | % |

| Adjusted EBITDAC | | | | | | $ | 2,962.6 | | | | | | | $ | 2,472.5 | | | | | | | | 20 | % |

| Adjusted EBITDAC | | | | | | $ | 257.9 | | | | | | | $ | 200.6 | | | | | | | | 29 | % |

| Brokerage, as adjusted * | | | 8,627.6 | | | | 7,266.6 | | | | 2,065.8 | | | | 1,723.7 | | | | 2,962.6 | | | | 2,472.5 | | | | 9.39 | | | | 8.00 | | | | 17 | % |

| Risk Management, as adjusted * | | | 1,287.2 | | | | 1,086.8 | | | | 162.9 | | | | 119.5 | | | | 257.9 | | | | 200.6 | | | | 0.74 | | | | 0.56 | | | | 32 | % |

| Corporate related adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (see page 55) | | | — | | | | — | | | | 54.8 | | | | (19.5 | ) | | | 82.6 | | | | 28.4 | | | | 0.21 | | | | (0.09 | ) | | | | |

| Total Company, as adjusted * | | $ | 9,916.5 | | | $ | 8,377.1 | | | $ | 1,926.1 | | | $ | 1,622.1 | | | $ | 3,009.5 | | | $ | 2,535.0 | | | $ | 8.76 | | | $ | 7.54 | | | | 16 | % |

| Management, as adjusted * | | $ | 9,914.8 | | | $ | 8,353.4 | | | $ | 2,228.7 | | | $ | 1,843.2 | | | $ | 3,220.5 | | | $ | 2,673.1 | | | $ | 10.13 | | | $ | 8.56 | | | | 18 | % |

| Brokerage, as adjusted | | $ | 2,763.0 | | | $ | 697.2 | | | $ | 2,065.8 | | | $ | 6.3 | | | $ | 2,059.5 | | | $ | 9.39 | |

| Brokerage, as reported | | $ | 1,596.5 | | | $ | 394.7 | | | $ | 1,201.8 | | | $ | 4.4 | | | $ | 1,197.4 | | | $ | 5.58 | |

| Net gains on divestitures | | | (12.1 | ) | | | (2.6 | ) | | | (9.5 | ) | | | — | | | | (9.5 | ) | | | (0.05 | ) |

| Acquisition integration | | | 167.9 | | | | 35.2 | | | | 132.7 | | | | — | | | | 132.7 | | | | 0.62 | |

| Workforce and lease termination | | | 51.4 | | | | 11.2 | | | | 40.2 | | | | — | | | | 40.2 | | | | 0.19 | |

| Acquisition related adjustments | | | 77.0 | | | | 21.0 | | | | 56.0 | | | | — | | | | 56.0 | | | | 0.26 | |

| Amortization of intangible assets | | | 448.7 | | | | 106.4 | | | | 342.3 | | | | — | | | | 342.3 | | | | 1.59 | |

| Brokerage, as adjusted | | $ | 2,310.3 | | | $ | 586.6 | | | $ | 1,723.7 | | | $ | 4.4 | | | $ | 1,719.3 | | | $ | 8.00 | |

| Risk Management, as reported | | $ | 157.2 | | | $ | 41.4 | | | $ | 115.8 | | | $ | — | | | $ | 115.8 | | | $ | 0.54 | |

| Acquisition integration | | | 1.8 | | | | 0.4 | | | | 1.4 | | | | — | | | | 1.4 | | | | 0.01 | |

| Workforce and lease termination | | | 6.5 | | | | 1.7 | | | | 4.8 | | | | — | | | | 4.8 | | | | 0.02 | |

| Acquisition related adjustments | | | (7.8 | ) | | | (2.0 | ) | | | (5.8 | ) | | | — | | | | (5.8 | ) | | | (0.03 | ) |

| Amortization of intangible assets | | | 6.2 | | | | 1.6 | | | | 4.6 | | | | — | | | | 4.6 | | | | 0.02 | |

| Risk Management, as adjusted | | $ | 162.4 | | | $ | 42.9 | | | $ | 119.5 | | | $ | — | | | $ | 119.5 | | | $ | 0.56 | |

| Corporate, as reported | | $ | (426.7 | ) | | $ | (225.1 | ) | | $ | (201.6 | ) | | $ | (2.6 | ) | | $ | (199.0 | ) | | $ | (0.93 | ) |

| Transaction-related costs | | | 33.4 | | | | 2.7 | | | | 30.7 | | | | — | | | | 30.7 | | | | 0.14 | |

| Income tax related | | | (5.0 | ) | | | 45.2 | | | | (50.2 | ) | | | — | | | | (50.2 | ) | | | (0.23 | ) |

| Corporate, as adjusted | | $ | (398.3 | ) | | $ | (177.2 | ) | | $ | (221.1 | ) | | $ | (2.6 | ) | | $ | (218.5 | ) | | $ | (1.02 | ) |

See Note 3 to our 2023 consolidated financial statements for information on the purchase price consideration paid to acquire My Plan Manager.

We funded the transaction using free cash flow and borrowings under our Credit Agreement (see Financing Cash Flow section below).

The acquired My Plan Manager is the leading provider of plan management services to participants in Australia’s National Disability Insurance Scheme.

See Note 3 to our 2023 consolidated financial statements for information on the purchase price consideration paid to acquire Cadence Insurance.

We funded the transaction using free cash flow and funds received from an unsecured senior notes offering.

The acquired Cadence Insurance business offers a full suite of commercial property/casualty, employee benefits and personal lines products to clients from 34 offices spanning nine states across the Southeast, including Texas.

See Note 3 to our 2023 consolidated financial statements for information on the purchase price consideration paid to acquire Eastern Insurance.

We funded the transaction using free cash flow and funds received from an unsecured senior notes offering.

The acquired Eastern Insurance business offers comprehensive commercial property/casualty and personal lines products as well as employee benefits consulting to clients throughout the Northeastern U.S.

See Note 3 to our 2023 consolidated financial statements for information on the purchase price consideration paid to acquire Buck.

The following analyses present the hypothetical loss in fair value of the financial instruments held by us at December 31, [removed: 2023] [added: 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 [added: reasonably possible over a one‑year period.]

The fair value of our portfolio of cash and cash equivalents as of December 31, [removed: 2023] [added: 2024] approximated its carrying value due to its short-term duration.

The resulting fair values were not materially different from their carrying values at December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: $7,498.0] [added: $13,073.0] million of borrowings outstanding under our various senior notes and note purchase agreements.

The aggregate estimated fair value of these borrowings at December 31, [removed: 2023] [added: 2024] was [removed: $6,840.2] [added: $12,072.7] million due to the long-term duration and fixed interest rates associated with these debt obligations.

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, [removed: 2023.][added: 2024.]

A one-percentage point decrease would result in an estimated fair value of [removed: $7,420.6] [added: $13,118.6] million, or [removed: $77.4] [added: $45.6] million [removed: less] [added: more] than their current carrying value.

A one‑percentage point increase would result in an estimated fair value of [removed: $6,340.6] [added: $11,169.7] million, or [removed: $1,157.4] [added: $1,903.3] million less than their current carrying value.

As of December 31, [removed: 2023, we had $245.0 million of] [added: 2024, there were no] borrowings outstanding under our Credit Agreement and [removed: $289.0] [added: $225.2] million of borrowings outstanding under our Premium Financing Debt Facility.

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, [removed: 2023] [added: 2024] and the resulting fair values are not materially different from their carrying value.

Assuming a hypothetical adverse change of 10% in the average foreign currency exchange rate for [removed: 2023] [added: 2024] (a weakening of the U.S. dollar), earnings before income taxes would have increased by approximately [removed: $22.6] [added: $64.8] million.

Assuming a hypothetical favorable change of 10% in the average foreign currency exchange rate for [removed: 2023] [added: 2024] (a strengthening of the U.S. dollar), earnings before income taxes would have decreased by approximately [removed: $45.4] [added: $55.5] million.

During [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 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.

In addition, during [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 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.

[removed: 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.

For the year ended December 31, [removed: 2023] [added: 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 [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

See Note [removed: 21] [added: 18] to our [removed: 2023] [added: 2024] consolidated financial statements for the changes in fair value of these derivative instruments reflected in comprehensive earnings in [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

In the scenario where such hedge does not pass the effectiveness test, the hedge

reasonably possible over a one‑year period.

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 [removed: market capitalization as of December 31, 2023 and,] [added: revenues] according to *Business Insurance* magazine’s July/August [removed: 2023] [added: 2024] edition, [removed: to the world’s fourth largest insurance broker based on revenues,] and one of the world’s largest property/casualty third party claims administrators, according to *Business Insurance* magazine’s May [removed: 2023] [added: 2024] edition.

The brokerage and risk management segments contributed approximately 86% and 14%, respectively, to [removed: 2023] [added: 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. The corporate segment did not generate [added: any significant] revenues in [removed: 2023.][added: 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, [removed: 2023] [added: 2024] of approximately [removed: $48.7] [added: $71] billion.

Information in this report is as of December 31, [removed: 2023] [added: 2024] unless otherwise noted.

The major sources of our operating revenues are commissions, [removed: fees and] [added: fees,] supplemental and contingent revenues [added: and interest income, premium finance and other income] from our brokerage operation, and fees, including performance‑based fees, from our risk management operations.

The timing of acquisitions, recognition of books of business gains and losses [removed: and, prior to 2022, the variability in the recognition of tax credits generated by our clean energy investments] also impact the trends in our quarterly operating results.

The brokerage segment accounted for 86% of our revenues in [removed: 2023.][added: 2024.]

[removed: Our brokerage segment operates through a network of more than 590 sales and service offices located throughout the U.S. and more than 300 sales and service offices in 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.

We offer client service capabilities in [removed: more than] [added: approximately] 130 countries around the world through our direct operations as well as through a network of correspondent brokers and consultants.

Our retail insurance brokerage operations accounted for 73% of our brokerage segment revenues in [removed: 2023.][added: 2024.]

Our retail brokerage operations are organized and operate within certain key niche/practice groups, which account for approximately [removed: 78%] [added: 79%] of our retail brokerage revenues.

We operate as a retail commercial property and casualty broker throughout [removed: 39] [added: 45] locations in Australia, [removed: 44] [added: 42] locations in Canada and [removed: 33] [added: 37] locations in New Zealand.

In the U.K., we operate as a retail broker from approximately [removed: 88] [added: 100] locations.

Our reinsurance brokerage operations (which we refer to as Gallagher Re) accounted for [removed: 12%] [added: 13%] of our brokerage segment revenues in [removed: 2023.][added: 2024.]

Gallagher Re operates from more than [removed: 70] [added: 60] offices across [removed: 31] [added: 26] countries, with specialist expertise, underpinned by a portfolio of analytics capabilities including catastrophe modeling, dynamic financial analysis, rating agency analysis and capital modeling.

Our wholesale insurance brokerage operations accounted for [removed: 15%] [added: 14%] of our brokerage segment revenues in [removed: 2023.][added: 2024.]

These brokers operate through approximately [removed: 147] [added: 162] offices primarily located across the U.S., Bermuda and through our approved Lloyd’s of London brokerage operation.

More than [removed: 84%] [added: 75%] of our wholesale brokerage revenues comes from non-affiliated brokerage clients.

Our risk management segment accounted for 14% of our revenues in [removed: 2023.][added: 2024.]

Approximately [removed: 62%] [added: 61%] of our risk management segment’s revenues are from workers’ compensation-related claims, [removed: 31%] [added: 34%] are from general and commercial auto liability-related claims and [removed: 7%] [added: 5%] are from property-related claims in [removed: 2023.][added: 2024.]

While this segment complements our brokerage offerings, approximately [removed: 93%] [added: 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.

The corporate segment reports the financial information related to our debt, [removed: clean energy investments,] external acquisition-related expenses, other corporate costs and the impact of foreign currency remeasurement.

As a result, the timing of acquisitions [removed: and prior to 2022, the variability in the recognition of tax credits generated by our clean energy investments,] impact the trends in our quarterly operating results.

We believe that the primary factors determining our competitive position are our ability to deliver better outcomes, reputation for outstanding service, cost-efficient [removed: service] [added: service, our data analytics capabilities] and financial strength.

We completed [removed: over 700] [added: approximately 750] acquisitions from January 1, 2002 through December 31, [removed: 2023.][added: 2024.]

During [removed: 2023,] [added: 2024,] we also completed several acquisitions that were larger than our usual tuck-in acquisitions, namely the acquisitions of [removed: Buck, Cadence Insurance] [added: RIBV Holdings, LLC] and [removed: Eastern Insurance,] [added: Redington,] within our brokerage [removed: segment, and the acquisition of My Plan Manager, within our risk management] segment.

See Note 3 to our [removed: 2023] [added: 2024] consolidated financial statements for a summary of our [removed: 2023] [added: 2024] acquisitions, the amount and form of the consideration paid and the dates of acquisitions.

In [removed: 2023,] [added: 2024,] our largest single client represented approximately 1% and our ten largest clients together represented approximately [removed: 3%] [added: 3%, respectively,] of our combined brokerage and risk management segment revenues.

As of December 31, [removed: 2023,] [added: 2024,] we had approximately [removed: 52,000] [added: 56,000] employees, with approximately [removed: 45%] [added: 43%] in the U.S. and [removed: 55%] [added: 57%] outside of the U.S. Approximately [removed: 62%] [added: 75%] of our employees work in our brokerage segment and [removed: 15%] [added: 18%] in our risk management segment.

In [removed: 2023,] [added: 2024,] our total compensation expense was [removed: $4,769.1] [added: $5,501.4] million for the brokerage segment and [removed: $776.8] [added: $882.4] million for the risk management segment, representing 55% and [removed: 60%,] [added: 61%,] respectively, of brokerage and risk management segment revenues.

[removed: Hiring] [added: Talent Development] and Retention

[removed: Since then,] [added: During that time,] our program has grown globally [removed: and, during the summer of 2023,] [added: and] we employed approximately 500 [removed: interns.][added: interns in the summer of 2024.]

We provide our interns with professional development and [removed: on-the‑job] [added: on‑the‑job] sales training that gives them the opportunity to cultivate expertise and accelerate their full-time sales career growth.

For example, the Achieve [added: and] Gallagher Career Associate Programs are [removed: North American] career development [removed: programs,] [added: 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., [removed: including] [added: for example in] Australia, [added: Canada,] India, [added: New Zealand] and the U.K. [removed: We] [added: In addition, we] provide on‑demand access to over 35,000 globally accessible business skills [removed: learning assets] [added: training modules] across 18 languages.

As of December 31, [removed: 2023,] [added: 2024,] approximately 58% of our employees were women, including [removed: 47%] [added: 48%] of managers and [removed: 41%] [added: 40%] of producers.

In the U.S., approximately 27% of our employees were racially/ethnically diverse, including [removed: 17%] [added: 18%] of managers and 21% of producers.

Many of our activities throughout the [removed: world] [added: world, such as our insurance brokerage, securities broker‑dealer and investment advisory services,] are subject to supervision and regulations promulgated by regulatory or [removed: self-regulatory] [added: self‑regulatory] bodies such as the SEC, the NYSE, the U.S. Department of Justice (DOJ), the IRS, the [removed: Office of Foreign Assets Control, 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.

Our retirement-related consulting and investment [added: advisory] services are subject to pension law and financial regulation in many countries.

The corporate segment does not generate any significant revenues.

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

The Gallagher North American Sales Internship Program has been a key part of our talent development strategy for nearly 60 years.

In emerging markets and other

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.

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.

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.

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.

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.

Compliance with such differing and uncertain rules and frameworks requires, significant effort and could divert management’s attention and resources.

Our ability to generate tax credits from qualified refined coal pursuant to Internal Revenue Code Section 45 (which we refer to as IRC Section 45) ended in December 2021, and in 2022 we ran off existing chemical supplies as part of the wind down of such investments’ operations, which generated some revenues.

The corporate segment generated revenues from our clean energy investments through 2022.

See Note 18 to our 2023 consolidated financial statements for additional financial information related to the insurance activity of our wholly owned underwriting enterprise subsidiary for 2023, 2022 and 2021.

We wound down our clean investment energy investments’ operations in 2022 and the corporate segment did not generate revenues in 2023.

We have investments in limited liability companies that own or owned 35 commercial clean coal production facilities that are qualified to produce refined coal using Chem-Mod LLC’s proprietary technologies.

These operations produced refined coal that we believe qualifies for tax credits under IRC Section 45.

The law that provides for IRC Section 45 tax credits expired as of December 31, 2019 for 14 of our plants and expired on December 31, 2021 for the other 21 plants.

Chem-Mod LLC (described below) is a privately held enterprise that has commercialized multi-pollutant reduction technologies to reduce mercury, sulfur dioxide and other emissions at coal-fired power plants.

We own 46.5% of Chem-Mod LLC and are its controlling managing member.

We also have a 12.0% noncontrolling interest in two dormant, privately-held, enterprises, C-Quest Technology LLC and C-Quest Technologies International LLC (which we refer to together as, C-Quest), which own technologies that reduce carbon dioxide emissions created by burning fossil fuels.

At this time, it is unclear if C‑Quest will ever become commercially viable.

Our summer internship program began more than fifty years ago with a single intern.

In addition, as regulators and investors continue to focus on climate change and other sustainability issues, we are subject to new and increasingly complex disclosure frameworks and regulations.

For example, the Corporate Sustainability Reporting Directive (CSRD) became effective in 2022 and we expect that some of our EU subsidiaries will be required to start reporting under the CSRD in 2025.

The SEC has also proposed new climate change disclosure requirements, and compliance with such rules, when enacted, will require significant effort which may not be complementary with our CSRD compliance efforts given both regulations differ substantially.

Further, in 2023 the State of California enacted sweeping climate change disclosure requirements, which may also conflict with the CSRD and the SEC requirements.

We are also subject to several sustainability-related reporting requirements in Canada and the U.K. and expect that similar requirements will be enacted in Australia and other jurisdictions in which we operate.

Our compliance with these frameworks and regulations have required, and will continue to require, significant resources.

Please see the information set forth in Note [removed: 17] [added: 15] to our consolidated financial statements, included herein, under “Litigation, Regulatory and Taxation Matters.”

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting common equity held by non-affiliates of the registrant, computed by reference to the last reported price at which the registrant’s common equity was sold on June 30, [removed: 2023] [added: 2024] (the last day of the registrant’s most recently completed second quarter) was [removed: $40,930.3] [added: $49,339.2] million.

The number of outstanding shares of the registrant’s Common Stock, $1.00 par value, as of January 31, [removed: 2024] [added: 2025] was [removed: 216.8] [added: 254.7] million.

Gallagher & Co.’s definitive [removed: 2024] [added: 2025] Proxy Statement are incorporated by reference into this Form 10‑K in response to Part III to the extent described herein.

This report contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the [removed: future, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act] [added: future] of [removed: 1995.][added: Arthur J.]

For example, we may use forward-looking statements when addressing topics such as: the impact of general economic conditions, including [removed: significant] inflation, interest rates and market uncertainty; the effects of geopolitical volatility, including repercussions from the [removed: wars] [added: armed conflicts] in Ukraine and the Middle East; market and industry conditions, including competitive and pricing [removed: trends;] [added: trends and the impact of large natural events;] acquisition strategy including the expected size of our acquisition program; the expected impact of acquisitions and dispositions and integrating recent acquisitions, including comments regarding the expected benefits of our acquisition of [removed: the Willis Towers Watson plc treaty reinsurance brokerage operations (which we refer to as Willis Re),] BCHR Holdings, L.P., and its subsidiaries, dba Buck (which we refer to as Buck), Cadence Insurance, Inc. (which we refer to as Cadence Insurance), Eastern Insurance Group, LLC (which we refer to as Eastern Insurance), My Plan Manager Group Pty Ltd (which we refer to as My Plan Manager), and [added: the acquisition of all the issued and outstanding stock of Dolphin TopCo, Inc., the holding company of AssuredPartners, Inc. (which we refer to as AssuredPartners, and such acquisition, which we refer to as the Transaction), and] other acquisitions larger than our typical tuck-in acquisitions and the expected duration and costs of integrating such large acquisitions; the development and performance of our services and products; changes in the composition or level of our revenues or earnings; our cost structure and the size and outcome of cost-saving or restructuring initiatives; future capital expenditures; future debt levels and anticipated actions to be taken in connection with maturing debt; future debt to earnings ratios; the outcome of contingencies; dividend policy; pension obligations; cash flow and liquidity; capital structure and financial losses; future actions by regulators; the outcome of existing regulatory actions, audits, reviews or litigation; the impact of changes in accounting rules; financial markets; interest rates; foreign exchange rates; matters relating to our operations; income taxes; expectations regarding our investments; human capital management, including diversity and inclusion initiatives, and [removed: environmental, social and governance matters,] [added: sustainability,] including climate-resilience and [removed: climate-advising] [added: climate-advisory] products and services and [added: our] carbon emissions.

Global economic and geopolitical events, such as [removed: high inflation and related monetary policy responses including increased] [added: fluctuations in] interest [added: and inflation] rates; [added: geo-economic fragmentation and protectionism such as tariffs, trade wars or similar governmental actions affecting the flows of goods, services or currency;] a recession or economic downturn; [removed: failures of financial institutions and other counterparties or] a potential [removed: United States (U.S.)] [added: U.S.] government shutdown or gridlock over increasing the U.S. debt ceiling; political violence, and instability, including [removed: geo-economic fragmentation;][added: as a result of the armed conflicts in Ukraine and the Middle East;]

Risks that could negatively affect the success of our acquisition strategy, including the impact of [removed: current] economic uncertainty on our ability to source, review and price acquisitions, continuing consolidation in our industry and interest in acquiring insurance brokers on the part of private equity firms and newly public insurance brokers, which makes it more difficult to identify targets and in some cases makes them more expensive, inaccurate assumptions and failure to realize expected benefits; the risk that we may not receive timely regulatory approval of pending transactions, closing risks; execution risks, integration risks, poor cultural fit, the risk of post-acquisition deterioration leading to intangible asset impairment [removed: charges, and the risk we could incur or assume unanticipated liabilities such as cybersecurity issues or those relating to violations of anti‑corruption and sanctions laws;]

Risks related to [removed: Willis Re,] Buck, Cadence Insurance, Eastern Insurance, My Plan [removed: Manager] [added: Manager, the pending acquisition of AssuredPartners] and other acquisitions larger than our usual tuck-in acquisitions, including risks related to our ability to successfully integrate operations, the possibility that our assumptions may be inaccurate resulting in unforeseen obligations or liabilities and failure to realize the expected benefits of these acquisitions;

Damage to our reputation, including as a result of [removed: environmental, social and governance (which we refer] [added: failing] to [removed: as ESG) matters] [added: uphold our culture] and the potential for the Internet and social media to magnify the effects of such reputational issues;

Failure to meet our sustainability [removed: and ESG-related] aspirations, goals and initiatives or to comply with increasingly complex climate-related [added: and other sustainability] regulations, including [added: heightened scrutiny, including a growing backlash against sustainability initiatives, and] increased risks related to [removed: “greenwashing”;][added: “greenwashing” and “greenhushing;”]

[removed: Emerging risks relating to] [added: Risks associated with] the use of [removed: artificial intelligence (which we refer to as AI)] [added: AI] in our business operations, including regulatory, data [removed: privacy] [added: privacy, cybersecurity, E&O, intellectual property] and [removed: cybersecurity] [added: competition] risks;

Failure to apply technology, data analytics and [removed: AI] [added: artificial intelligence (which we refer to as AI)] effectively in driving value for our clients through technology-based solutions, or failure to gain internal efficiencies and effective internal controls through the application of technology and related tools;

Failure to attract and retain experienced and qualified talent, including our senior management team, or adequately plan and execute for the succession of such leaders; increased costs resulting from increased compensation and benefits packages as a result of a tighter labor market, and negative effects from restrictions on [removed: non-competes] [added: non-compete agreements] at the state [removed: and federal] level;

Risks arising from our international operations and changes in international conditions, including the risks posed by political and economic uncertainty in certain countries (including repercussions from the [removed: wars] [added: armed conflicts] in Ukraine and the Middle East), [removed: risks related to] maintaining regulatory and legal compliance across multiple jurisdictions (such as those relating to violations of anti‑corruption, sanctions, [removed: protectionism, privacy laws] and [added: privacy laws,] increasingly complex regulatory requirements related to climate change and sustainability [removed: issues), as well as, risks related to] [added: issues); increased protectionism,] tariffs, [added: and] trade wars, [removed: or] climate change and other long-term [removed: environmental, social and governance matters] [added: sustainability matters, increased scrutiny of the use of off-shore centers of excellence such as those we operate] and global health risks;

Risks particular to our benefit consulting operations, including risks related to the acquisition of [removed: Buck;][added: Buck and Redington Ltd. (which we refer to as Redington), an FCA-regulated investment consulting firm;]

Cyber-attacks or other cybersecurity incidents [removed: such as the ransomware incident we publicly disclosed in September 2020] and the heightened risk of such attacks as a result of the [removed: wars] [added: armed conflicts] in Ukraine and the Middle East, improper disclosure of confidential, personal or proprietary data and changes to laws and regulations governing cybersecurity and data privacy;

[removed: Violations] [added: Unfavorable determinations related to contingencies and legal proceedings, including; violations] or alleged violations of the U.S. Foreign Corrupt Practices Act (which we refer to as FCPA), the [removed: United Kingdom (U.K.)] [added: U.K.] Bribery Act 2010 or other anti-corruption laws and the Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act, and the outcome of any existing or future investigation, review, regulatory action or litigation;

Failure to comply with regulatory requirements, including those related to governance and control requirements in particular jurisdictions, international sanctions, including new sanctions laws as a result of the [removed: wars] [added: armed conflicts] in Ukraine and the Middle East; laws relating to the disclosure of [removed: ESG-related] [added: sustainability] matters; laws relating to the use of AI, or a change in [added: regulations or enforcement policies that adversely affects our operations (for example, relating to insurance broker compensation methods or restrictions on non-compete agreements);]

The risk [added: that] we may not be able to receive dividends or other distributions from [added: our] subsidiaries, including the effects of significant changes in foreign exchange rates;

In addition, historical, current and forward-looking sustainability-related [removed: or ESG-related] statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

A detailed discussion of the factors that could cause actual results to differ materially from our published expectations is contained under the heading “Risk Factors” in our filings with the Securities and Exchange Commission (SEC), including [removed: our Annual Report on Form 10-K for the fiscal year ended December 31, 2023,] [added: this report] and any other reports we file with the SEC in the future.

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

| | Item 1A. | [Risk Factors](#item_1a_risk_factors) | [removed: 11\-30] [added: 11\-31] |

| | Item 1B. | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 30] [added: 31] |

| | Item 1C. | [Cybersecurity](#cybersecurity) | [removed: 30] [added: 31] |

| | Item 2. | [Properties](#item_2_properties) | [removed: 30] [added: 32] |

| | Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 31] [added: 32] |

| | Item 4. | [Mine Safety Disclosures.](#item_4_mine_safety_disclosures) | [removed: 31] [added: 32] |

| | [Information About Our Executive Officers](#information_about_our_executive_ficers) | | [removed: 31] [added: 32] |

| | Item 5. | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | [removed: 32\-33] [added: 34\-35] |

| | Item 6. | [\[Reserved\]](#item_6_reserved) | [removed: 33] [added: 35] |

| | Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 33\-66] [added: 35\-67] |

| | Item 7A. | [Quantitative and Qualitative Disclosure about Market Risk](#item_7a_quantitative_qualitative_disclos) | [removed: 66\-68] [added: 67\-69] |

| | Item 8. | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | [removed: 69\-129] [added: 70\-126] |

| | Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 126] [added: 123] |

| | Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 126] [added: 123] |

| | Item 9B. | [Other Information](#item_9b_or_information) | [removed: 126] [added: 123] |

| | Item 9C. | [Disclosures Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosures_regarding_foreign) | [removed: 126] [added: 123] |

| | Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 127] [added: 124] |

Gallagher & Co. and its subsidiaries, collectively referred to herein as we, our, us, Gallagher or the Company, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.

Potential factors from the acquisition of AssuredPartners that could impact results include impact results include:

Our ability to complete the Transaction on a timely basis or at all, which may be negatively impacted by issues with regulatory approvals in the United States (U.S.), the United Kingdom (U.K.) and Ireland;

The Transaction will not be accretive to earnings per share because our assumptions about our business, AssuredPartners and preliminary estimates are materially inaccurate causing dilution to our earnings per share; decreasing or delaying the expected accretive effect of the Transaction or causing a decrease in the market price of our common stock;

Risks related to the integration of AssuredPartners into the Company, including achieving the expected cost savings or revenue synergies from such integration, that AssuredPartners will perform as expected or that we will incur unforeseen obligations or liabilities; and

Diversion of management’s attention from ongoing business operations and opportunities.

charges, and the risk we could incur or assume unanticipated liabilities such as cybersecurity issues or violations of anti‑corruption and sanctions laws;

| [Signatures](#signatures) | | | 127 |

Risks associated with the use of AI in our business operations, including regulatory, data privacy, cybersecurity, E&O and competition risks;

Substantial increase in remote work among our employees, which may affect our corporate culture, productivity, collaboration and effective communication, increase cybersecurity or data breaches risks, heighten vulnerability to solicitations by competing firms and impact our ability to recruit and retain employees that prefer fully remote or fully‑in‑person work environments;

Unfavorable determinations related to contingencies and legal proceedings;

regulations or enforcement policies that adversely affects our operations (for example, relating to insurance broker compensation methods or restrictions on non-competes);

| [Signatures](#signatures) | | | 130 |

Our cybersecurity program is aligned with notable control frameworks such as the NIST CSF (National Institute of [removed: Standard] [added: Standards] and Technology Cybersecurity Framework) and ISO (International Organization for Standardization) 27001.

We [removed: also] have established a dedicated vendor assessment team, which employs systems and processes designed to oversee, identify, and reduce the potential impact of a security incident at a third-party vendor, service provider or customer or [added: that] otherwise [removed: implicating] [added: implicates] the third-party technology and systems we [removed: use, as well as a global training and awareness program.][added: use.]

We [removed: also] continuously test and assess our cybersecurity posture, including through annual third-party risk assessments performed by reputable assessors, consultants and auditors.

In addition, our CIO and CISO both attend regular meetings of the executive officer team, including our Chief Executive Officer, Chief Financial [removed: Officer] [added: Officer, General Counsel] and other senior executive officers, dedicated to compliance and risk, and report on cybersecurity matters as appropriate.

Our Board of Directors has delegated primary responsibility for the oversight of cybersecurity matters to [removed: the] [added: its] Risk and Compliance Committee; however, the full board reviews significant cybersecurity matters as appropriate.

Our CIO and CISO report on cybersecurity and information security at each [added: quarterly] meeting of the Risk and Compliance Committee.

Prior to joining [removed: us] [added: us,] he was Senior Vice President, Chief Information Security Officer at Brighthouse [removed: Financial, served as Technology Vice President & Chief Information Security Officer for GE Healthcare and started his career at Allstate Insurance Company.][added: Financial.]

[removed: To date,] [added: 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 [removed: any] previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and [removed: we do not believe that such risks are reasonably likely to have such an effect over] [added: as of] the [removed: long term.][added: date of this]

[removed: However, due] [added: Due] to evolving cybersecurity threats, we may not be able to protect all information systems and, as an acquisitive organization, integrating information systems as we acquire new businesses may expose us to unexpected liabilities or increase our vulnerability.

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 maintain a global cybersecurity incident response plan and related playbooks, for execution by the SOC team and CSIRT, in coordination with internal and external stakeholders, as applicable.

Significant incidents are escalated to a cross-departmental team to assess materiality based on qualitative and quantitative factors.

This team consists of executives representing core business functions, including, among others, information technology, legal, finance, accounting, data protection and business divisions, in consultation with third-party advisors, as applicable.

We undertake periodic leadership tabletop exercises and periodic adversarial (“red team”) exercises simulating incident response under common risk scenarios.

As an acquisitive organization, we have also established a program to increase our visibility into the cybersecurity environment of acquisition targets prior to closing.

We also require cybersecurity insurance coverage for vendors whose services or products may present a cybersecurity risk.

Our 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.

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.

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.

However, we cannot eliminate all risks from cybersecurity threats or provide assurances that the Company will not be materially affected by such risks in the future.

There can be no guarantee that our policies, programs and controls, and those of our third-party vendors, including those described in this section, will be sufficient to protect our information, information systems or other property.

We have a global incident response capability.

[added: See] Notes [removed: 15] [added: 13] and [removed: 17] [added: 15] to our [removed: 2023] [added: 2024] consolidated financial statements for information with respect to our lease commitments as of December 31, [removed: 2023.][added: 2024.]

See

| J. Patrick Gallagher, Jr. | | [removed: 71] [added: 72] | | Chairman since 2006, Chief Executive Officer since 1995, President 1990 - 2024 |

| Thomas J. Gallagher | | [removed: 65] [added: 66] | | President since 2024, President of our Global Property/Casualty Brokerage Operations 2017 - 2024, Chairman of our International Brokerage Operation 2010 ‑ 2016 |

| Patrick M. Gallagher | | [removed: 44] [added: 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. Bay | | [removed: 61] [added: 62] | | Corporate Vice President, General Counsel, Secretary since 2007 |

| Mark H. Bloom | | [removed: 59] [added: 60] | | Corporate Vice President and Global Chief Information Officer since 2022. Global Chief Information Officer at Aegon N.V., 2016 - 2021 |

| Douglas K. Howell | | [removed: 62] [added: 63] | | Corporate Vice President, Chief Financial Officer since 2003 |

| Scott R. Hudson | | [removed: 62] [added: 63] | | Corporate Vice President and President of our Risk Management Operations since 2010 |

| Vishal Jain | | [removed: 62] [added: 63] | | Corporate Vice President since 2016, Chief Service Officer since 2014 |

| Christopher E. Mead | | [removed: 56] [added: 57] | | Corporate Vice President, Chief Marketing Officer since 2017 |

| Susan E. Pietrucha | | [removed: 57] [added: 58] | | Corporate Vice President, Chief Human Resource Officer since 2007 |

| William F. Ziebell | | [removed: 61] [added: 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 |

| Michael R. Pesch | | 53 | | Corporate Vice President, Chief Executive Officer, Global Brokerage – Americas since 2024, Chief Executive Officer – U.S. Retail Brokerage 2016 - 2024 |

| Joel D. Cavaness | | 62 | | Chairman, Americas Specialty (Wholesale Brokerage) since 2024, Corporate Vice President since 2000, President of our Wholesale Brokerage Operation since 1997 - 2024 |

As of January 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 1,000] [added: 2,000] holders of record of our common stock.

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, [removed: 2023:][added: 2024:]

See Note [removed: 11] [added: 10] to our [removed: 2023] [added: 2024] consolidated financial statements for more information regarding the DEPP.

For the fourth quarter of [removed: 2023,] [added: 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 [removed: 2023] [added: 2024] awards under the DCPP.

The Supplemental Plan is an unfunded, non-qualified deferred compensation plan that allows certain highly compensated employees to defer compensation, including [removed: company] match [removed: amounts,] [added: amounts by the Company,] on a before-tax basis or after-tax basis.

| 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 | | | | — | | | | | |

| October 1 through October 31, 2023 | | | 1,177 | | | $ | 234.06 | | | | — | | | $ | 1,500 | |

| November 1 through November 30, 2023 | | | 24,020 | | | | 242.81 | | | | — | | | | 1,500 | |

| December 1 through December 31, 2023 | | | 16,461 | | | | 224.95 | | | | — | | | | 1,500 | |

| Total | | | 41,658 | | | $ | 235.50 | | | | — | | | | | |

| [removed: | |] Year Ended December [removed: 31,] [added: 31, 2024] | | | | | | | | | | | [added: | | | | | |]

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Commissions | | $ | [removed: 5,865.0] [added: 6,693.8] | | | $ | [removed: 5,187.4] [added: 5,865.0] | | | $ | [removed: 4,132.3] [added: 5,187.4] | |

| Fees | | | [removed: 3,144.7] [added: 3,606.6] | | | | [removed: 2,567.7] [added: 3,144.7] | | | | [removed: 2,264.1] [added: 2,567.7] | |

| Supplemental revenues | | | [removed: 314.2] [added: 359.4] | | | | [removed: 284.7] [added: 314.2] | | | | [removed: 248.7] [added: 284.7] | |

| Contingent revenues | | | [removed: 235.3] [added: 267.6] | | | | [removed: 207.3] [added: 235.3] | | | | [removed: 188.0] [added: 207.3] | |

| Interest income, premium finance revenues and other income | | | [removed: 367.3] [added: 473.2] | | | | [removed: 150.0] [added: 367.3] | | | | [removed: 102.5] [added: 150.0] | |

| Revenues from clean coal activities | | | — | | | | [removed: 23.0] [added: —] | | | | [removed: 1,140.8] [added: 23.0] | |

| Revenues before reimbursements | | | [removed: 9,926.5] [added: 11,400.6] | | | | [removed: 8,420.1] [added: 9,926.5] | | | | [removed: 8,076.4] [added: 8,420.1] | |

| Reimbursements | | | [removed: 145.4] [added: 154.3] | | | | [removed: 130.5] [added: 145.4] | | | | [removed: 133.0] [added: 130.5] | |

| Total revenues | | | [removed: 10,071.9] [added: 11,554.9] | | | | [removed: 8,550.6] [added: 10,071.9] | | | | [removed: 8,209.4] [added: 8,550.6] | |

| Compensation | | | [removed: 5,681.2] [added: 6,522.3] | | | | [removed: 4,799.8] [added: 5,681.2] | | | | [removed: 3,927.5] [added: 4,799.8] | |

| Operating | | | [removed: 1,689.7] [added: 1,753.9] | | | | [removed: 1,330.9] [added: 1,689.7] | | | | [removed: 1,072.4] [added: 1,330.9] | |

| Reimbursements | | | [removed: 145.4] [added: 154.3] | | | | [removed: 130.5] [added: 145.4] | | | | [removed: 133.0] [added: 130.5] | |

| Cost of revenues from clean coal activities | | | — | | | | [removed: 22.9] [added: —] | | | | [removed: 1,173.2] [added: 22.9] | |

| Interest | | | [removed: 296.7] [added: 381.3] | | | | [removed: 256.9] [added: 296.7] | | | | [removed: 226.1] [added: 256.9] | |

| Depreciation | | | [removed: 165.2] [added: 177.5] | | | | [removed: 144.7] [added: 165.2] | | | | [removed: 151.2] [added: 144.7] | |

| Amortization | | | [removed: 531.3] [added: 664.8] | | | | [removed: 454.9] [added: 531.3] | | | | [removed: 415.1] [added: 454.9] | |

| Change in estimated acquisition earnout payables | | | [removed: 377.3] [added: 26.0] | | | | [removed: 83.0] [added: 377.3] | | | | [removed: 119.6] [added: 83.0] | |

| Total expenses | | | [removed: 8,886.8] [added: 9,680.1] | | | | [removed: 7,223.6] [added: 8,886.8] | | | | [removed: 7,234.3] [added: 7,223.6] | |

| Earnings before income taxes | | | [removed: 1,185.1] [added: 1,874.8] | | | | [removed: 1,327.0] [added: 1,185.1] | | | | [removed: 975.1] [added: 1,327.0] | |

| Provision for income taxes | | | [removed: 219.1] [added: 404.4] | | | | [removed: 211.0] [added: 219.1] | | | | [removed: 20.1] [added: 211.0] | |

| Net earnings | | | [removed: 966.0] [added: 1,470.4] | | | | [removed: 1,116.0] [added: 966.0] | | | | [removed: 955.0] [added: 1,116.0] | |

| Net earnings (loss) attributable to noncontrolling interests | | | [removed: (3.5] [added: 7.7] | [removed: )] | | | [removed: 1.8] [added: (3.5] | [added: )] | | | [removed: 48.2] [added: 1.8] | |

| Net earnings attributable to controlling interests | | $ | [removed: 969.5] [added: 1,462.7] | | | $ | [removed: 1,114.2] [added: 969.5] | | | $ | [removed: 906.8] [added: 1,114.2] | |

| Basic net earnings per share | | $ | [removed: 4.51] [added: 6.63] | | | $ | [removed: 5.30] [added: 4.51] | | | $ | [removed: 4.47] [added: 5.30] | |

| Diluted net earnings per share | | | [removed: 4.42] [added: 6.50] | | | | [removed: 5.19] [added: 4.42] | | | | [removed: 4.37] [added: 5.19] | |

| Dividends declared per common share | | | [removed: 2.20] [added: 2.40] | | | | [removed: 2.04] [added: 2.20] | | | | [removed: 1.92] [added: 2.04] | |

| [removed: | |] Year [removed: Ended] [added: ended] December [removed: 31,] [added: 31, 2024] | | | | | | | | | | | [added: | | | |]

| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | |

| Net earnings | | $ | [removed: 966.0] [added: 1,470.4] | | | $ | [removed: 1,116.0] [added: 966.0] | | | $ | [removed: 955.0] [added: 1,116.0] | |

| Change in pension liability, net of taxes | | | [removed: 12.3] [added: 13.9] | | | | [removed: (12.3] [added: 12.3] | [removed: )] | | | [removed: 19.0] [added: (12.3] | [added: )] |

| Foreign currency translation, net of taxes | | | [removed: 257.8] [added: (365.4] | [added: )] | | | [removed: (511.8] [added: 257.8] | [removed: )] | | | [removed: (122.3] [added: (511.8] | ) |

| Change in fair value of derivative instruments, net of taxes | | | [removed: 78.2] [added: (7.5] | [added: )] | | | [removed: 109.8] [added: 78.2] | | | | [removed: 20.8] [added: 109.8] | |

| Comprehensive earnings | | | [removed: 1,314.3] [added: 1,111.4] | | | | [removed: 701.7] [added: 1,314.3] | | | | [removed: 872.5] [added: 701.7] | |

| Comprehensive earnings (loss) attributable to noncontrolling interests | | | [removed: (2.5] [added: 7.8] | [removed: )] | | | [removed: 1.6] [added: (2.5] | [added: )] | | | [removed: 49.5] [added: 1.6] | |

| Comprehensive earnings attributable to controlling interests | | $ | [removed: 1,316.8] [added: 1,103.6] | | | $ | [removed: 700.1] [added: 1,316.8] | | | $ | [removed: 823.0] [added: 700.1] | |

| | | [added: 2024 | | | |] 2023 | | | | 2022 | | |

| [removed: Cash] [added: Total cash] and cash equivalents | | $ | [added: 14,987.3 | | | $ |] 971.5 | | | $ | 738.4 | |

| Accounts receivable, net | | | [removed: 3,786.6] [added: 3,895.9] | | | | [removed: 2,911.1] [added: 3,786.6] | |

| | | 2024 | | | | 2023 | | |

| Fiduciary assets (includes fiduciary cash of $5,481.3 in 2024 and $5,571.8 in 2023) | | | 24,712.1 | | | | 26,907.9 | |

| Deferred income taxes (includes tax credit carryforwards of $771.8 in 2024 and $867.4 in 2023) | | | 959.1 | | | | 1,132.3 | |

| Balance at December 31, 2023 | | | 216.7 | | | $ | 216.7 | | | $ | 7,297.8 | | | $ | 4,052.9 | | | $ | (792.1 | ) | | $ | 40.0 | | | $ | 10,815.3 | |

| Net earnings | | | — | | | | — | | | | — | | | | 1,462.7 | | | | — | | | | 7.7 | | | | 1,470.4 | |

| Foreign currency translation | | | — | | | | — | | | | — | | | | — | | | | (365.4 | ) | | | 0.1 | | | | (365.3 | ) |

| Thirteen purchase transactions | | | 0.6 | | | | 0.6 | | | | 140.2 | | | | — | | | | — | | | | — | | | | 140.8 | |

| Stock option plans | | | 1.3 | | | | 1.3 | | | | 91.4 | | | | — | | | | — | | | | — | | | | 92.7 | |

| Balance at December 31, 2024 | | | 250.0 | | | $ | 250.0 | | | $ | 16,068.9 | | | $ | 4,985.7 | | | $ | (1,151.1 | ) | | $ | 26.1 | | | $ | 20,179.6 | |

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;

(v)

Variable consideration is recognized when we conclude, based on all the facts

These fulfillment

2023, respectively.

The establishment of goodwill, expiration lists, non-compete agreements and trade

in the tax return but has not yet been recognized in the financial statements.

As these liabilities are uncertain by their

We adopted this ASU as of December 31, 2024, which affected our segment disclosures.

See Note 19 to these consolidated financial statements for further detail regarding the impact of this ASU.

Climate Risk Disclosures

In March 2024, the SEC issued final climate-related disclosure rules that will require disclosure of material climate-related risks and material direct greenhouse gas emissions from operations owned or controlled (Scope 1) and/or material indirect greenhouse gas emissions from purchased energy consumed in owned or controlled operations (Scope 2).

Additionally, the rules require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject to certain materiality thresholds.

The disclosure requirements were scheduled to begin phasing in for annual reports and registration statements including financial information with respect to annual periods beginning in calendar year 2025.

On April 4, 2024, the SEC issued an order staying the rules during the pendency of a number of legal challenges to the rules’ validity.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting–Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses.

The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions.

The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The standard updates are to be applied prospectively with the option for retrospective application.

We are currently evaluating the impact of adoption of the standard update on its financial statement disclosures.

| Ericson Insurance Services, LLC January 1, 2024 (EIS) | | | 129 | | | $ | 30.1 | | | $ | 26.5 | | | $ | — | | | $ | 3.0 | | | $ | 7.3 | | | $ | 66.9 | | | $ | 10.0 | |

| The Rowley Agency, LLC January 1, 2024 (TRA) | | | — | | | | — | | | | 117.2 | | | | — | | | | 11.0 | | | | — | | | | 128.2 | | | | — | |

| OperationsInc, LLC June 1, 2024 (OPR) | | | — | | | | — | | | | 52.6 | | | | — | | | | 2.8 | | | | 11.0 | | | | 66.4 | | | | 20.0 | |

| RIBV Holdings, LLC October 1, 2024 (RIBV) | | | — | | | | — | | | | 171.4 | | | | 6.5 | | | | 5.1 | | | | 24.3 | | | | 207.3 | | | | 50.0 | |

| Redington Limited October 24, 2024 (RED) | | | — | | | | — | | | | 199.3 | | | | 0.4 | | | | 0.7 | | | | — | | | | 200.4 | | | | — | |

| Forty-three other acquisitions completed in 2024 | | | 231 | | | | 48.8 | | | | 806.5 | | | | 9.1 | | | | 44.4 | | | | 121.8 | | | | 1,030.6 | | | | 288.6 | |

| | | | 360 | | | $ | 78.9 | | | $ | 1,373.5 | | | $ | 16.0 | | | $ | 67.0 | | | $ | 164.4 | | | $ | 1,699.8 | | | $ | 368.6 | |

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.

The transaction is subject to customary regulatory approval, standard closing conditions and is expected to close during first quarter 2025.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss on extinguishment of debt | | | — | | | | — | | | | 16.2 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiduciary assets | | | 26,907.9 | | | | 18,236.7 | |

| Deferred income taxes | | | 1,132.3 | | | | 1,299.0 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss on extinguishment of debt | | | — | | | | — | | | | 9.7 | |

| Balance at December 31, 2020 | | | 193.7 | | | $ | 193.7 | | | $ | 4,264.4 | | | $ | 2,371.7 | | | $ | (643.6 | ) | | $ | 46.5 | | | $ | 6,232.7 | |

| Net earnings | | | — | | | | — | | | | — | | | | 906.8 | | | | — | | | | 48.2 | | | | 955.0 | |

| Foreign currency translation | | | — | | | | — | | | | — | | | | — | | | | (122.3 | ) | | | 1.3 | | | | (121.0 | ) |

| Thirty-seven purchase transactions | | | 1.7 | | | | 1.7 | | | | 249.6 | | | | — | | | | — | | | | — | | | | 251.3 | |

| Stock option plans | | | 1.4 | | | | 1.4 | | | | 66.2 | | | | — | | | | — | | | | — | | | | 67.6 | |

| Other compensation expense | | | — | | | | — | | | | 0.3 | | | | — | | | | — | | | | — | | | | 0.3 | |

| Balance at December 31, 2022 | | | 211.9 | | | $ | 211.9 | | | $ | 6,509.9 | | | $ | 3,562.2 | | | $ | (1,140.4 | ) | | $ | 46.6 | | | $ | 9,190.2 | |

VIE - Variable interest entity.

policies when control of the policy transfers to the client, as well as deferring certain revenues to reflect delivery of services over the contract period.

expected to be recovered in the future.

Revenues from clean coal activities include revenues from consolidated clean coal production plants, royalty income from clean coal licenses and income (loss) related to unconsolidated clean coal production plants, all of which are recognized as earned.

Revenues from consolidated clean coal production plants represent sales of refined coal.

Royalty income from clean coal licenses represents fee income related to the use of clean coal technologies.

Income (loss) from unconsolidated clean coal production plants includes losses related to our equity portion of the pretax results of the clean coal production plants.

Fiduciary assets represent cash held and insurance and reinsurance receivables that relate to our clients and are held on their behalf.

Fiduciary liabilities represent the corresponding amounts that are owed to underwriting enterprises on behalf of our clients.

future reversals in commission and fee revenues related to the potential cancellation of client insurance policies that were in force as of each year end.

| Refined fuel plants | | Ten years |

Expiration

differences are temporary and reverse over time, such as depreciation expense and amortization expense deductible for income tax purposes.

insurance recoveries.

| First Ireland Risk Management Ltd. January 1, 2023 (FIR) | | | — | | | $ | — | | | $ | 86.4 | | | $ | — | | | $ | 5.3 | | | $ | 6.1 | | | $ | 97.8 | | | $ | 6.6 | |

| BCHR Holdings, L.P. dba Buck April 1, 2023 (BCHR) | | | — | | | | — | | | | 600.8 | | | | 0.5 | | | | 19.5 | | | | — | | | | 620.8 | | | | — | |

| Boley-Featherston-Huffman & Deal Co. April 1, 2023 (BFH) | | | 243 | | | | 45.2 | | | | 8.8 | | | | — | | | | 6.0 | | | | 9.3 | | | | 69.3 | | | | 15.0 | |

| Tay River Holdings Limited April 1, 2022 (TRH) | | | — | | | | — | | | | 40.3 | | | | 4.3 | | | | 2.4 | | | | 32.0 | | | | 79.0 | | | | 88.7 | |

| Insurance by Ken Brown May 1, 2023 (IKB) | | | 273 | | | | 53.9 | | | | 1.8 | | | | — | | | | 2.9 | | | | 11.3 | | | | 69.9 | | | | 17.5 | |

| RHP General Agency May 1, 2023 (RHP) | | | 335 | | | | 65.7 | | | | 1.3 | | | | — | | | | 5.0 | | | | 4.4 | | | | 76.4 | | | | 11.0 | |

| Clements & Co October 1, 2023 (CLM) | | | 193 | | | | 43.3 | | | | 7.1 | | | | — | | | | 3.0 | | | | 30.9 | | | | 84.3 | | | | 70.0 | |

| Eastern Insurance Group, LLC October 31, 2023 (EIG) | | | — | | | | — | | | | 511.4 | | | | 3.7 | | | | — | | | | — | | | | 515.1 | | | | — | |

| Cadence Insurance, Inc. November 30, 2023 (CDI) | | | — | | | | — | | | | 880.1 | | | | 5.9 | | | | — | | | | — | | | | 886.0 | | | | — | |

| My Plan Manager December 1, 2023 (MPM) | | | — | | | | — | | | | 298.6 | | | | — | | | | 3.0 | | | | — | | | | 301.6 | | | | — | |

| Forty-one other acquisitions completed in 2023 | | | 450 | | | | 98.0 | | | | 671.6 | | | | 11.7 | | | | 47.6 | | | | 113.5 | | | | 942.4 | | | | 191.4 | |

| | | | 1,494 | | | $ | 306.1 | | | $ | 3,108.2 | | | $ | 26.1 | | | $ | 94.7 | | | $ | 207.5 | | | $ | 3,742.6 | | | $ | 400.2 | |

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we included a report of management’s assessment of the design and effectiveness of our internal controls as part of this annual report for the fiscal year ended December 31, [removed: 2023.][added: 2024.]

During the three-month period ended December 31, [removed: 2023,] [added: 2024,] there has not occurred any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

During the three-month period ended December 31, [removed: 2023,] [added: 2024,] no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Our [removed: 2024] [added: 2025] Proxy Statement will include the information required by this item under the headings “Election of Directors,” “Other Board Matters,” “Board [removed: Committees”] [added: Committees,” “Insider Trading Policy”] and, if necessary, “Delinquent Section 16(a) Reports,” which we incorporate herein by reference.

Our [removed: 2024] [added: 2025] Proxy Statement will include the information required by this item under the headings “Compensation Committee Report” and “Compensation Discussion and Analysis,” which we incorporate herein by reference.

Our [removed: 2024] [added: 2025] Proxy Statement will include the information required by this item under the headings “Security Ownership by Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” which we incorporate herein by reference.

Our [removed: 2024] [added: 2025] Proxy Statement will include the information required by this item under the headings “Certain Relationships and Related Transactions” and “Other Board Matters,” which we incorporate herein by reference.

Our [removed: 2024] [added: 2025] Proxy Statement will include the information required by this item under the heading “Ratification of Appointment of Independent Auditor - Principal Accountant Fees and Services,” which we incorporate herein by reference.

Consolidated Statement of Earnings for each of the three years in the period ended December 31, [removed: 2023.][added: 2024.]

Consolidated Balance Sheet as of December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, [removed: 2023.][added: 2024.]

Consolidated Statement of Stockholders’ Equity for each of the three years in the period ended December 31, [removed: 2023.][added: 2024.]

| 3.2 | | [Amended and Restated By-Laws of Arthur J. Gallagher & [removed: Co.] [added: Co] (incorporated by reference to Exhibit 3.1 to our Form 8-K Current Report dated [removed: December 6, 2022,] [added: January 29, 2025,] File No. [removed: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312522299439/d433018dex31.htm)] [added: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312525017328/d926210dex31.htm)] |

| 4.1 | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex4_1.htm)] [added: Securities (incorporated by reference to Exhibit 4.1 to our Form 10-K Annual Report for 2023, File No. 1-09761)](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex4_1.htm)] |

| 10.2 | | [First Amendment to Credit Agreement, dates as of November 7, 2023, by and among Arthur J. Gallagher & Co., as borrower, Bank of America, N.A., as administrative agent, and the lenders party [removed: thereto.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex10_2.htm)] [added: thereto (incorporated by reference to Exhibit 10.2 to our Form 10-K Annual Report for 2023, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex10_2.htm)] |

| *10.3 | | [Form of Indemnity Agreement between Arthur J. Gallagher & Co. and each of our directors and executive [removed: officers (incorporated by reference to Exhibit 10.11 to our Form 10‑Q Quarterly Report for the quarterly period ended March 31, 2009, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312509094859/dex1011.htm)] [added: officers.](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex10_3.htm)] |

| *10.16 | | [Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement for executive officers over the age of 55 [removed: incorporated] [added: (incorporated] by reference to Exhibit 10.42.4 to our Form 10-K Annual Report for 2022, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017023002456/ajg-ex10_42d.htm) |

| *10.17 | | [Form of Long-Term Incentive Plan Stock Option Award Agreement for executive [removed: officers.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex10_17.htm)] [added: officers (incorporated by reference to Exhibit 10.17 to our Form 10-K Annual Report for 2023, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex10_17.htm)] |

| *10.20 | | [Form of Performance Unit Grant Agreement under the Long-Term Incentive Plan for executive [removed: officers.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex10_20.htm)] [added: officers (incorporated by reference to Exhibit 10.20 to our Form 10-K Annual Report for 2023, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex10_20.htm)] |

| [removed: *10.21] [added: 97] | | [removed: [Senior Management Incentive Plan] [added: [Incentive Compensation Recovery Policy] (incorporated by reference to Exhibit [removed: 10.44] [added: 97] to our Form [removed: 10-Q Quarterly] [added: 10-K Annual] Report for [removed: the quarterly period ended June 30, 2015,] [added: 2023,] File No. [removed: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312515272917/d940839dex1044.htm)] [added: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex97.htm)] |

| [removed: *10.22] [added: *10.21] | | [Arthur J. Gallagher & Co. 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.8 to our Form S-8 Registration Statement, File No. 333-221274).](https://www.sec.gov/Archives/edgar/data/354190/000119312517329646/d482006dex48.htm) |

| [removed: *10.23] [added: *10.22] | | [Arthur J. Gallagher & Co. U.K. Employee Share Incentive Plan (incorporated by reference to Exhibit 4.3 to our Form S-8 Registration Statement, File No. 333-258331).](https://www.sec.gov/Archives/edgar/data/0000354190/000119312521231637/d186367dex43.htm) |

| [removed: *10.24] [added: *10.23] | | [Form of Partnership Share Agreement under the Arthur J. Gallagher & Co. U.K. Employee Share Incentive Plan (incorporated by reference to Exhibit 4.4 to our Form S-8 Registration Statement, File No. 333-258331).](https://www.sec.gov/Archives/edgar/data/0000354190/000119312521231637/d186367dex44.htm) |

| [removed: *10.25] [added: *10.24] | | [Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K Current Report dated May 13, 2022 File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312522150052/d342498dex101.htm) |

| 21.1 | | [Subsidiaries of Arthur J. Gallagher & Co., including state or other jurisdiction of incorporation or [removed: organization.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex21_1.htm)] [added: organization.](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex21_1.htm)] |

| 23.1 | | [Consent of Ernst & Young LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex23_1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex23_1.htm)] |

| 24.1 | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex24_1.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex24_1.htm)] |

| 31.1 | | [Rule 13a-14(a) Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex31_1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex31_1.htm)] |

| 31.2 | | [Rule 13a-14(a) Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex31_2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex31_2.htm)] |

| 32.1 | | [Section 1350 Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex32_1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex32_1.htm)] |

| 32.2 | | [Section 1350 Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex32_2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex32_2.htm)] |

| 2.1 | | [Stock Purchase Agreement, dated as of December 7, 2024, by and among Arthur J. Gallagher & Co., The AssuredPartners Group LP and Dolphin Topco, Inc. (incorporated by reference to Exhibit 2.1 to our Form 8-K Current Report dated December 7, 2024, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312524272811/d885381dex21.htm) |

| 19 | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex19.htm) |

| | | |

| | | |

^ Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished.

| 97 | | [Incentive Compensation Recovery Policy.](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex97.htm) |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the [removed: 9th] [added: 17th] day of February, [removed: 2024.][added: 2025.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the [removed: 9th] [added: 17th] day of February, [removed: 2024] [added: 2025] by the following persons on behalf of the Registrant in the capacities indicated.

| Year ended December 31, [removed: 2021] [added: 2024] | | | | | | | | | | | | | | | | |

| Allowance for estimated policy cancellations | | | 9.9 | | | | [removed: (1.3] [added: 3.0] | [removed: )] | | | [removed: 1.4] [added: 0.4] | | (2) | | [removed: 10.0] [added: 13.3] | |

| Valuation allowance for deferred tax assets | | | [removed: 94.9] [added: 195.8] | | | | [removed: 60.0] [added: (19.3] | [added: )] | | | — | | | | [removed: 154.9] [added: 176.5] | |

| lists, non-compete agreements and trade names | | | [removed: 2,537.0] [added: 3,873.5] | | | | [removed: 415.1] [added: 664.8] | | | | [removed: (28.1] [added: (67.0] | ) | (3) | | [removed: 2,924.0] [added: 4,471.3] | |

[removed: Additions] [added: Net activity] to allowance related to acquired businesses.