Arthur J. Gallagher & Co. (AJG) 10-K risk factor changes: FY2025 vs FY2024

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

[added: -] Economic conditions that result in financial difficulties for underwriting enterprises or lead to reduced risk-taking capital capacity could adversely affect our results of operations and financial condition.

[added: -] We have historically acquired large numbers of insurance brokers, benefit consulting firms and, to a lesser extent, third party claims administration and risk management firms.

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

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

[added: -] If we are unable to apply technology, data analytics and AI effectively in driving value for our clients through technology-based solutions or gain internal efficiencies and effective internal controls through the application of technology and related tools, our operating results, client relationships, organic and inorganic growth and compliance programs could be adversely affected.

[added: -] We are subject to risks associated with AI.

[added: -] Our success depends, in part, on our ability to attract and retain qualified talent, including our senior management team.

[added: -] Business disruptions could have a material adverse effect on our operations, damage our reputation and impact client relationships.

[added: -] Sustained increases in compensation expense and the cost of employee benefits could reduce our profitability.

[added: -] Our substantial operations outside the U.S. expose us to risks different than those we face in the U.S.

[added: -] Changes in tax laws could adversely affect us.

[added: -] We face significant competitive pressures in each of our businesses.

[added: -] Volatility or declines in premiums or other adverse trends in the insurance industry may seriously undermine our profitability.

[added: -] Contingent and supplemental revenues we receive from underwriting enterprises are less predictable than standard commission revenues, and any decrease in the amount of these forms of revenue could adversely affect our results of operations.

[added: -] We face a variety of risks in our benefit consulting operations distinct from those we face in our insurance brokerage operations.

[added: -] We face a variety of risks in our third-party claims administration operations that are distinct from those we face in our brokerage and benefit consulting operations.

[added: -] Improper disclosure of confidential, personal or proprietary information and cybersecurity attacks or other security breach of our information systems, or those of third-party vendors we rely on, could result in regulatory scrutiny, legal liability or reputational harm, and could adversely affect our business, financial condition and reputation.

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

[added: -] Changes in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect our business and financial results.

[added: -] We could be adversely affected by violations or alleged violations of laws that impose requirements for the conduct of our overseas operations, including the FCPA, the U.K. Bribery Act or other anti-corruption laws, sanctions laws, and FATCA.

[added: -] We are subject to regulation worldwide.

[added: -] Changes in our accounting estimates and assumptions could negatively affect our financial position and operating results.

[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 others.

[added: -] Our clean energy investments are subject to various risks and uncertainties.

[added: -] The IRC Section 45 operations in which we have invested and the by-products from such operations may result in environmental and product liability claims and environmental compliance costs.

[added: -] We have debt outstanding that could adversely affect our financial flexibility and subjects us to restrictions and limitations that could significantly impact our ability to operate our business.

[added: -] Credit rating downgrades would increase our financing costs and could subject us to operational risk.

[added: -] We are a holding company and, therefore, may not be able to receive dividends or other distributions in needed amounts from our subsidiaries.

[added: -] Future sales or other dilution of our equity could adversely affect the market price of our common stock.

[removed: In addition, integration] [added: Integration] efforts [added: relating to larger acquisitions (including, for example, AssuredPartners, the largest acquisition in our history)] are [removed: anticipated] [added: more complex, including with respect] to [removed: be complex and] [added: technology systems, which] may divert [removed: management] [added: management’s] attention and [removed: resources, which] [added: resources and] could adversely affect our operating results.

Global economic and geopolitical events, including fluctuations in interest, inflation and exchange rates, geo-economic fragmentation and protectionism resulting in greater restrictions on international trade and market uncertainty, tariffs, trade wars and other governmental actions affecting the flow of goods, services or currency, [removed: the armed conflicts in Ukraine] [added: military actions] and [added: war, including between Russia and Ukraine,] the Middle East, [added: Latin America and the Caribbean,] political crises like [removed: potential] U.S. governmental [removed: shutdowns or gridlock over increasing the U.S. debt ceiling,] [added: shutdowns,] and political violence and instability worldwide could also weigh negatively on the economy.

Whether these reductions are caused by an overall economic downturn or declines in certain countries, regions and industries in which we operate, our commission and fee revenues, consulting revenues, or revenues [removed: from managing third-party insurance claims could be adversely impacted.]

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

In addition, if underwriting enterprises merge, fail, or withdraw from offering certain lines of coverage, for example, because of large payouts related to [added: natural or man-made disasters,] climate or weather [removed: events] [added: 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 our reinsurance and third-party claims administration operations and, as a result, reduce our revenues and profitability.

Our [removed: ordinary-course] acquisition program has been an important part of our historical growth, particularly in our brokerage segment, and we believe that similar acquisition activity will be important to maintaining comparable growth in the future.

See the [removed: risk factor] [added: paragraph] below regarding larger acquisitions.

See also Note 3 to our [removed: 2024] [added: 2025] consolidated financial statements for information regarding the size of transactions in the reporting period.

Post-acquisition risks [removed: 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 liabilities not covered by or in excess of escrowed or indemnified amounts (such as those arising from [added: unlawful sales practices and] 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), [removed: pay equity, or human resources, some or all of which could have an adverse effect on our results of operations and growth.]

[added: 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.

- Our business or reputation could be harmed by our reliance on third-party providers.

from managing third-party insurance claims could be adversely impacted.

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

For example, our acquisitions of Woodruff Sawyer and Caytons Law added legal consulting services related to directors' and officers’ liability insurance and a U.K.-based claims and legal solutions firm.

We could become the target of litigation, investigations or public criticism alleging that our sustainability efforts are anti-competitive, discriminatory or otherwise unlawful.

For example, the State of Texas recently issued an opinion on the legality of corporate diversity, equity and inclusion (DEI) programs taking the position that such programs are potentially unlawful under certain circumstances.

Furthermore, there is a risk that the use of AI may subject the company to reputational harm and liability related to governance and ethical issues and potential litigation from third-party intellectual property holders.

The increasing adoption of AI technologies by cyber threat actors presents a significant and evolving risk to our company.

These actors may leverage AI to develop more sophisticated and targeted cyberattacks, including advanced phishing schemes, malware, and data exfiltration techniques, which could compromise our controls and systems, client data, and proprietary information.

Such incidents could result in operational disruptions, financial losses, reputational damage, regulatory scrutiny, and potential legal liabilities.

As the capabilities of AI-driven threats continue to advance, the complexity and scale of cyber risks we face may increase, necessitating ongoing investment in robust cybersecurity measures and threat mitigation strategies.

We cannot predict the effect of these changes at this time.

Additionally, members of our senior management team face the risk of cybersecurity and physical threats that, if carried out, could adversely affect our business.

uncertainties have not adversely affected our operations in India.

Our business or reputation could be harmed by our reliance on third-party providers.

While we maintain some of our critical information technology systems, we are dependent on third-party providers of information technology systems and services, as well as other non-IT services, to meet the needs of our business and our clients around the world.

As we do not fully control the actions of these third parties, we are subject to the risk that their decisions, actions, or inactions may adversely impact us, and replacing these service providers could create significant delay and expense.

There is a risk that our third-party providers could engage in business practices that are prohibited by our internal policies or violate applicable laws and regulations.

A failure by third parties to comply with service-level agreements or regulatory or legal requirements in a high-quality and timely manner, particularly during periods of our peak demand for their services, could result in economic and reputational harm to us.

These third parties face their own technology, operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee or company information, could cause harm to our business and reputation.

An interruption in or the cessation of service by any service provider as a result of systems failures, cybersecurity incidents, capacity constraints, financial difficulties, or for any other reason could disrupt our operations, impact our ability to offer certain products and services, and result in contractual or regulatory penalties, liability claims from clients or employees, damage to our reputation, and harm to our business.

See also “Business disruptions could have a material adverse effect on our operations, damage our reputation and impact client relationships.”

In 2025, our health care costs rose by approximately 20% compared to 2024 (includes impact of inflation, increased utilization and increased headcount) and our consolidated compensation expense ratio in 2025 as a percent of total consolidated revenue at 56.2% decreased slightly compared to 2024.

- We expect relations with work councils and trade unions will continue to be satisfactory.

are therefore unable to direct or manage the business to realize the full range of benefits, including mitigation of risks, that could be achieved through full ownership;

On January 5, 2026, OECD released additional administrative guidance on the application of Pillar 2 global minimum tax rules, which are designed to ensure that large multinational enterprise (MNE) groups are subject to a minimum effective tax rate of 15% in each jurisdiction in which they operate.

This guidance introduces a package of new and expanded safe harbors and simplification measures, including a “side-by-side” safe harbor regime applicable to certain U.S.-parent MNE groups, extensions and modifications to existing transitional safe harbors, and additional rules addressing the treatment of tax incentives and effective tax rate calculations.

The most significant element of this guidance is the “side-by-side” safe harbor which is intended to coordinate the Pillar 2 global minimum tax regime with certain domestic minimum tax systems, including those in the U.S. Subject to eligibility requirements and elections, this safe harbor may substantially reduce or eliminate the application of Pillar 2 “top-up taxes,” including the Income Inclusion Rule and Undertaxed Profits Rule for affected MNE groups for fiscal years beginning on or after January 1, 2026.

These developments, once enacted into domestic law by Pillar 2 adopters, have the potential to significantly de-risk Pillar 2 exposure for U.S. multinationals like Gallagher.

Whether those enactments take effect in 2026 or later, they will need to be monitored and anticipated top-ups adjusted to reflect those enactment dates.

Regardless of the adoption of this new guidance, the domestic minimum top-up aspect of Pillar 2 (referred to as “QDMTT”) and its related compliance aspects will remain for all multinationals that operate in jurisdictions that have enacted it.

In addition, many other smaller firms that operate nationally or that

may significantly affect our profitability.

In addition, we are increasing our use of

Further, there is a possibility that our internal processes and those of our third-party vendors to de-identify or delete confidential, personal and proprietary information may not be adequate to ensure that sensitive information is disposed of in compliance with applicable laws and regulations.

attacks (including digital or telephonic impersonation), computer viruses, ransomware, malware, malicious or destructive code, employee or insider error, malfeasance, social engineering, physical breaches or other actions.

See also “Our business or reputation could be harmed by our reliance on third-party providers.”

Certain

With respect to our commercial arrangements with third-party vendors, we have processes designed to require third party IT outsourcing, offsite storage and other vendors to agree to maintain certain standards with respect to their storage, protection and transfer of confidential, personal and proprietary information.

However, we have limited control over their security, privacy and data governance practices so there can be no assurance that we can prevent, mitigate, or remediate a potential failure of those standards and we remain at risk of a cyber or data incident due to the intentional or unintentional non-compliance by a vendor’s employee or agent, the breakdown of a vendor’s processes, or a cybersecurity incident involving vendor’s information systems.

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.

We face additional risks relating to acquisitions that are larger than our usual tuck-in acquisitions, including that these acquisitions will not perform as expected and that we cannot successfully integrate complex operations.

Climate risks, including the risk of an economic crisis, risks associated with the physical effects of climate change and disruptions caused by the transition to a low-carbon economy, could adversely affect our business, results of operations and financial condition.

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.

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.

materially and adversely impacted and we may not be able to achieve our strategic and financial objectives.

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.

We face additional risks relating to acquisitions that are larger than our usual tuck-in acquisitions described above.

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 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.

Integration efforts relating to larger acquisitions are more complex, including with respect to technology systems, which may divert management’s attention and resources and could adversely affect our operating results.

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 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

Furthermore, governance and ethical issues relating to the use of AI may also result in reputational harm and liability.

disclosing confidential information and/or soliciting our clients, prospects and employees upon their termination of employment.

In addition, please see “Information Regarding Non-GAAP Measures and Other” beginning on page [removed: 40] [added: [38](#i32596b665d724dc79e6cbf7dd78b9cc5_2659)] 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 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 [removed: 2024,] [added: 2025,] we expanded, and expect to continue to expand, our international operations through both acquisitions and organic growth.

We generate approximately [removed: 64%] [added: 67%] of our revenues for the combined brokerage and risk management segments domestically, with the remaining [removed: 36%] [added: 33%] generated internationally, primarily in Australia, Canada, New Zealand and the U.K. (based on [removed: 2024] [added: 2025] revenues).

Brokerage and risk management contributed approximately [removed: 86%] [added: 87%] and [removed: 14%,] [added: 13%,] respectively, to [removed: 2024] [added: 2025] revenues.

For information on fiscal [removed: 2023] [added: 2024] 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: 2023.][added: 2024.]

See the [removed: reconciliations] [added: Reconciliations] of [removed: non-GAAP measures] [added: Non-GAAP Measures] on page [removed: 38.][added: [38](#i32596b665d724dc79e6cbf7dd78b9cc5_2659).]

| | | [added: |] Year [removed: 2024] [added: 2025] | | | | | | | | [added: | | | |] Year [removed: 2023] [added: 2024] | | | | | | | | [added: | | | |] Change | | | | | | | [added: | |]

| | | [added: |] Reported GAAP | | | | [added: | |] Adjusted Non-GAAP | | | | [added: | |] Reported GAAP | | | | [added: | |] Adjusted Non-GAAP | | | | [added: | |] Reported GAAP | | | | [added: | |] Adjusted Non-GAAP | | |

| | | [added: |] (In millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Brokerage Segment | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | |]

| Net earnings [removed: | | $ | 1,685.7 |] [added: attributable to] | | | | | | [removed: $] | [removed: 1,169.4] | | | | | | | | [removed: 44] | [removed: %] | | | | |

| Net earnings margin | | | [removed: 17.0] [added: 16.8] | [added: |] % | | | | | | | [removed: 13.5] | [added: | | 17.0 | |] % | | | | | | [removed: +343] [added: | | | | \- 14] bpts | | | | | | | [added: | |]

| Adjusted EBITDAC margin | | | | | | | [removed: 35.2] | [added: | 36.5 | |] % | | | | | | | [removed: 34.2] | [added: | | 35.1 | |] % | | | | | | [removed: +95] [added: | | | | \+ 145] bpts | | |

| Diluted net earnings per share | | [removed: $] | [removed: 7.46] | | | $ | [removed: 10.84 | |] [added: 7.85] | [removed: $] | [removed: 5.30] | | | $ | [removed: 9.33 | |] [added: 7.46] | | [removed: 41] | [removed: %] | | [added: $] | [removed: 16] [added: 0.39] | [removed: %] |

| Risk Management Segment | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | |]

| Net earnings margin (before reimbursements) | | | [removed: 12.0] [added: 11.6] | [added: |] % | | | | | | | [removed: 12.0] | [added: | | 12.1 | |] % | | | | | | [removed: +7] [added: | | | | \- 51] bpts | | | | | | | [added: | |]

| Adjusted EBITDAC margin (before reimbursements) | | | | | | | [removed: 20.7] | [added: | 21.2 | |] % | | | | | | | [removed: 20.0] | [added: | | 20.7 | |] % | | | | | | [removed: +65] [added: | | | | \+ 54] bpts | | |

| Diluted net earnings per share | | [added: |] $ | [removed: 0.78] [added: 0.70] | | | [added: | |] $ | [removed: 0.86] [added: 0.83] | | | [added: | |] $ | [removed: 0.70] [added: 0.78] | | | [added: | |] $ | [removed: 0.74] [added: 0.86] | | | | [removed: 11] | [added: (10) | |] % | | | [removed: 16] | [added: (3) | |] % |

| Corporate Segment | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | |]

| Diluted net loss per share | | [added: |] $ | [removed: (1.74] [added: (2.81)] | [removed: )] | | [added: | |] $ | [removed: (1.61] [added: (2.24)] | [removed: )] | | [added: | |] $ | [removed: (1.58] [added: (1.74)] | [removed: )] | | [added: | |] $ | [removed: (1.37] [added: (1.61)] | [removed: )] | | | | | | | | | [added: | | | |]

| Total Company | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | |]

| Diluted net earnings per share | | [added: |] $ | [removed: 6.50] [added: 5.74] | | | [added: | |] $ | [removed: 10.09] [added: 10.69] | | | [added: | |] $ | [removed: 4.42] [added: 6.50] | | | [added: | |] $ | [removed: 8.70] [added: 10.10] | | | | [removed: 47] | [added: (12) | |] % | | | [removed: 16] | [added: 6 | |] % |

| Total Brokerage and Risk Management Segment | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | |]

| Diluted net earnings per share | | [added: |] $ | [removed: 8.24] [added: 8.55] | | | [added: | |] $ | [removed: 11.70] [added: 12.93] | | | [added: | |] $ | [removed: 6.00] [added: 8.24] | | | [added: | |] $ | [removed: 10.07] [added: 11.71] | | | | [removed: 37] | [added: 4 | |] % | | | [removed: 16] | [added: 10 | |] % |

In our corporate segment, net after-tax (loss) earnings from our clean energy investments was [removed: $(4.4) million and $(11.5)] [added: $(5)] million in [removed: 2024] [added: both 2025] and [removed: 2023, respectively.][added: 2024.]

At this time, we anticipate our clean energy investments will produce after-tax losses in [removed: 2025.][added: 2026.]

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: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Reconciliations of EBITDAC for the brokerage and risk management segments are provided on pages [removed: 44] [added: [45](#ie78e178779244ef5908816d1d35d9ff1_35421)] and [removed: 50] [added: [51](#i0caaba6f8e9d41d98ab071ccee4455d8_7210)] of this filing.

| Year Ended December 31 Reported GAAP to Adjusted Non-GAAP Reconciliation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |]

| (In millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |]

| | | [added: | | | |] Revenues Before Reimbursements | | | | | | | | [added: | | | |] Net Earnings (Loss) | | | | | | | | [added: | | | |] EBITDAC | | | | | | | | [added: | | | |] Diluted Net Earnings (Loss) Per Share | | | | | | | | | | | [added: | | | |]

| Segment | | [removed: 2024] | | | | [removed: 2023] [added: 2025] | | | | [added: | |] 2024 | | | | [removed: 2023] | | [added: 2025] | | [added: | | | |] 2024 | | | | [removed: 2023] | | [added: 2025] | | [added: | | | |] 2024 | | | | [removed: 2023] | | [added: 2025] | | [added: | | | | 2024 | | | | | |] Chg | | |

| Net (gains) on divestitures | | | [removed: (24.2 | )] [added: (24)] | | | [removed: (9.6] | [removed: )] | | [added: (6)] | [removed: (18.0] | [removed: )] | | | [removed: (7.2] | [removed: )] [added: (18)] | | | [removed: (24.2] | [removed: )] | | [added: —] | [removed: (9.6] | [removed: )] | | | [removed: (0.08] | [removed: )] [added: (18)] | | | [removed: (0.03] | [removed: )] | | [added: (0.08)] | | |

| Workforce and lease termination | | | [removed: — |] [added: 118] | | | [removed: —] | | | [added: 30] | [removed: 88.6] | | | | [removed: 48.0] | [added: 88] | | | [removed: 118.9] | | | [added: —] | [removed: 63.4] | | | | [removed: 0.39] | [added: 88] | | | [removed: 0.22] | | | [added: 0.39] | | |

| Acquisition related adjustments | | | [removed: (26.0 | )] [added: 85] | | | [removed: —] | | | [added: 22] | [removed: 63.9] | | | | [removed: 278.8] | [added: 63] | | | [removed: 121.2] | | | [added: (3)] | [removed: 69.3] | | | | [removed: 0.28] | [added: 66] | | | [removed: 1.27] | | | [added: 0.28] | | |

| Amortization of intangible assets | | | [added: | | |] — | | | | [added: | |] — | | | | [removed: 485.8] | | [added: 668] | | [removed: 392.3] | | | | [added: 486 | | | | | |] — | | | | [added: | |] — | | | | [removed: 2.16] | | [added: 2.57] | | [removed: 1.79] | | | | [added: 2.16] | | [added: | | | | | | |]

| Effective income tax rate impact | | | [added: | | |] — | | | | [added: | |] — | | | | [added: | |] — | | | | [removed: (4.9] | [removed: )] | [added: (7)] | | [added: | | | |] — | | | | [added: | |] — | | | | [added: | |] — | | | | [removed: (0.02] | [removed: )] | [added: (0.03)] | | | | [added: | | | | |]

| Levelized foreign currency translation | | | [added: | | |] — | | | | [removed: 3.5] | | [added: 57] | | [added: | | | |] — | | | | [removed: (8.3] | [removed: )] | [added: 8] | | [added: | | | |] — | | | | [removed: (9.8] | [removed: )] | [added: 13] | | [added: | | | |] — | | | | [removed: (0.04] | [removed: )] | [added: 0.04] | | | | [added: | | | | |]

| Net (gains) on divestures | | | [removed: (0.1] | [removed: )] | | [added: (2)] | [removed: (0.4] | [removed: )] | | | [removed: (0.1] | [removed: )] [added: —] | | | [removed: (0.3] | [removed: )] | | [added: (1)] | [removed: (0.1] | [removed: )] | | | [removed: (0.4] | [removed: )] [added: —] | | | [added: | | | (2) | | | | | |] — | | | | [added: | |] — | | | | | | [added: — | | | | | | | | |]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Revenues | | | $ | 12,192 | | | | | $ | 12,168 | | | | | $ | 9,934 | | | | | $ | 9,941 | | | | | 23 | | % | | | | 22 | | % |

| Organic revenues | | | | | | | | | $ | 9,786 | | | | | | | | | | | $ | 9,215 | | | | | | | | | | | 6 | | % |

| Adjusted EBITDAC | | | | | | | | | $ | 4,446 | | | | | | | | | | | $ | 3,488 | | | | | | | | | | | 27 | | % |

| Revenues before reimbursements | | | $ | 1,585 | | | | | $ | 1,583 | | | | | $ | 1,451 | | | | | $ | 1,450 | | | | | 9 | | % | | | | 9 | | % |

| Organic revenues | | | | | | | | | $ | 1,489 | | | | | | | | | | | $ | 1,404 | | | | | | | | | | | 6 | | % |

| Adjusted EBITDAC | | | | | | | | | $ | 336 | | | | | | | | | | | $ | 300 | | | | | | | | | | | 12 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Brokerage, as reported | | | | | | $ | 12,192 | | | | | $ | 9,934 | | | | | $ | 2,052 | | | | | $ | 1,686 | | | | | $ | 3,856 | | | | | $ | 3,069 | | | | | $ | 7.85 | | | | | $ | 7.46 | | | | | 5 | | % |

| Acquisition integration | | | | | | — | | | | | | — | | | | | | 194 | | | | | | 143 | | | | | | 257 | | | | | | 191 | | | | | | 0.73 | | | | | | 0.63 | | | | | | | | |

| Workforce and lease termination | | | | | | — | | | | | | — | | | | | | 136 | | | | | | 88 | | | | | | 183 | | | | | | 118 | | | | | | 0.53 | | | | | | 0.39 | | | | | | | | |

| Acquisition related adjustments | | | | | | — | | | | | | (26) | | | | | | 127 | | | | | | 63 | | | | | | 174 | | | | | | 121 | | | | | | 0.49 | | | | | | 0.28 | | | | | | | | |

| Brokerage, as adjusted * | | | | | | 12,168 | | | | | | 9,941 | | | | | | 3,159 | | | | | | 2,449 | | | | | | 4,446 | | | | | | 3,488 | | | | | | 12.10 | | | | | | 10.85 | | | | | | 12 | | % |

| Risk Management, as reported | | | | | | 1,585 | | | | | | 1,451 | | | | | | 183 | | | | | | 175 | | | | | | 313 | | | | | | 290 | | | | | | 0.70 | | | | | | 0.78 | | | | | | (10) | | % |

| Risk Management, as adjusted * | | | | | | 1,583 | | | | | | 1,450 | | | | | | 217 | | | | | | 193 | | | | | | 336 | | | | | | 300 | | | | | | 0.83 | | | | | | 0.86 | | | | | | (3) | | % |

| Corporate, as reported | | | | | | 1 | | | | | | 16 | | | | | | (732) | | | | | | (390) | | | | | | (491) | | | | | | (234) | | | | | | (2.81) | | | | | | (1.74) | | | | | | | | |

| Legal, tax and benefit plan related | | | | | | — | | | | | | — | | | | | | 42 | | | | | | 3 | | | | | | 78 | | | | | | — | | | | | | 0.16 | | | | | | 0.02 | | | | | | | | |

| Corporate, as adjusted * | | | | | | 1 | | | | | | 11 | | | | | | (583) | | | | | | (363) | | | | | | (291) | | | | | | (204) | | | | | | (2.24) | | | | | | (1.61) | | | | | | | | |

| Total Company, as reported | | | | | | $ | 13,778 | | | | | $ | 11,401 | | | | | $ | 1,503 | | | | | $ | 1,471 | | | | | $ | 3,678 | | | | | $ | 3,125 | | | | | $ | 5.74 | | | | | $ | 6.50 | | | | | (12) | | % |

| Total Company, as adjusted * | | | | | | $ | 13,752 | | | | | $ | 11,402 | | | | | $ | 2,793 | | | | | $ | 2,279 | | | | | $ | 4,491 | | | | | $ | 3,584 | | | | | $ | 10.69 | | | | | $ | 10.10 | | | | | 6 | | % |

| Management, as reported | | | | | | $ | 13,777 | | | | | $ | 11,385 | | | | | $ | 2,235 | | | | | $ | 1,861 | | | | | $ | 4,169 | | | | | $ | 3,359 | | | | | $ | 8.55 | | | | | $ | 8.24 | | | | | 4 | | % |

| Total Brokerage and Risk | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Management, as adjusted * | | | | | | $ | 13,751 | | | | | $ | 11,391 | | | | | $ | 3,376 | | | | | $ | 2,642 | | | | | $ | 4,782 | | | | | $ | 3,788 | | | | | $ | 12.93 | | | | | $ | 11.71 | | | | | 10 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Brokerage, as reported | | | $ | 2,759 | | | | | $ | 707 | | | | | $ | 2,052 | | | | | $ | 9 | | | | | $ | 2,043 | | | | | $ | 7.85 | |

| Acquisition integration | | | 257 | | | | | | 63 | | | | | | 194 | | | | | | — | | | | | | 194 | | | | | | 0.73 | | |

| Workforce and lease termination | | | 183 | | | | | | 47 | | | | | | 136 | | | | | | — | | | | | | 136 | | | | | | 0.53 | | |

| Acquisition related adjustments | | | 172 | | | | | | 45 | | | | | | 127 | | | | | | — | | | | | | 127 | | | | | | 0.49 | | |

| Amortization of intangible assets | | | 894 | | | | | | 226 | | | | | | 668 | | | | | | — | | | | | | 668 | | | | | | 2.57 | | |

| Brokerage, as adjusted | | | $ | 4,241 | | | | | $ | 1,082 | | | | | $ | 3,159 | | | | | $ | 9 | | | | | $ | 3,150 | | | | | $ | 12.10 | |

| Amortization of intangible assets | | | 22 | | | | | | 6 | | | | | | 16 | | | | | | — | | | | | | 16 | | | | | | 0.06 | | |

| Risk Management, as adjusted | | | $ | 294 | | | | | $ | 77 | | | | | $ | 217 | | | | | $ | — | | | | | $ | 217 | | | | | $ | 0.83 | |

| Corporate, as reported | | | $ | (1,137) | | | | | $ | (405) | | | | | $ | (732) | | | | | $ | — | | | | | $ | (732) | | | | | $ | (2.81) | |

| Transaction-related costs | | | 122 | | | | | | 15 | | | | | | 107 | | | | | | — | | | | | | 107 | | | | | | 0.41 | | |

| Legal, tax and benefit plan related | | | 78 | | | | | | 36 | | | | | | 42 | | | | | | — | | | | | | 42 | | | | | | 0.16 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | |

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

| 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 | % |

| Revenues before reimbursements | | $ | 1,450.5 | | | $ | 1,450.4 | | | $ | 1,287.6 | | | $ | 1,286.2 | | | | 13 | % | | | 13 | % |

| Organic revenues | | | | | | $ | 1,355.8 | | | | | | | $ | 1,254.2 | | | | | | | | 8.1 | % |

| Net earnings | | $ | 174.5 | | | | | | | $ | 154.0 | | | | | | | | 13 | % | | | | |

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

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Brokerage, as reported | | $ | 9,933.8 | | | $ | 8,637.2 | | | $ | 1,685.7 | | | $ | 1,169.4 | | | $ | 3,069.0 | | | $ | 2,595.8 | | | $ | 7.46 | | | $ | 5.30 | | | | 41 | % |

| Acquisition integration | | | — | | | | — | | | | 141.9 | | | | 184.5 | | | | 190.2 | | | | 243.7 | | | | 0.63 | | | | 0.84 | | | | | |

| 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 reported | | | 1,450.5 | | | | 1,287.6 | | | | 174.5 | | | | 154.0 | | | | 289.4 | | | | 253.4 | | | $ | 0.78 | | | $ | 0.70 | | | | 11 | % |

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

| Corporate, as reported | | | 16.3 | | | | 1.7 | | | | (389.8 | ) | | | (357.4 | ) | | | (234.0 | ) | | | (293.6 | ) | | $ | (1.74 | ) | | $ | (1.58 | ) | | | | |

| Corporate, as adjusted * | | | 11.0 | | | | 1.7 | | | | (361.7 | ) | | | (302.6 | ) | | | (204.1 | ) | | | (211.0 | ) | | | (1.61 | ) | | | (1.37 | ) | | | | |

| Total Company, as reported | | $ | 11,400.6 | | | $ | 9,926.5 | | | $ | 1,470.4 | | | $ | 966.0 | | | $ | 3,124.4 | | | $ | 2,555.6 | | | $ | 6.50 | | | $ | 4.42 | | | | 47 | % |

| 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 reported | | $ | 11,384.3 | | | $ | 9,924.8 | | | $ | 1,860.2 | | | $ | 1,323.4 | | | $ | 3,358.4 | | | $ | 2,849.2 | | | $ | 8.24 | | | $ | 6.00 | | | | 37 | % |

| 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 | |

| Acquisition integration | | | 190.2 | | | | 48.3 | | | | 141.9 | | | | — | | | | 141.9 | | | | 0.63 | |

| Acquisition related adjustments | | | 85.5 | | | | 21.6 | | | | 63.9 | | | | (3.0 | ) | | | 66.9 | | | | 0.28 | |

| Brokerage, as adjusted | | $ | 3,280.7 | | | $ | 832.8 | | | $ | 2,447.9 | | | $ | 4.7 | | | $ | 2,443.2 | | | $ | 10.84 | |

| Corporate, as reported | | $ | (622.1 | ) | | $ | (232.3 | ) | | $ | (389.8 | ) | | $ | — | | | $ | (389.8 | ) | | $ | (1.74 | ) |

| Corporate, as adjusted | | $ | (592.2 | ) | | $ | (230.5 | ) | | $ | (361.7 | ) | | $ | — | | | $ | (361.7 | ) | | $ | (1.61 | ) |

| Brokerage, as reported | | $ | 1,571.0 | | | $ | 401.6 | | | $ | 1,169.4 | | | $ | 6.3 | | | $ | 1,163.1 | | | $ | 5.30 | |

| Acquisition integration | | | 243.7 | | | | 59.2 | | | | 184.5 | | | | — | | | | 184.5 | | | | 0.84 | |

| Acquisition related adjustments | | | 370.5 | | | | 91.7 | | | | 278.8 | | | | — | | | | 278.8 | | | | 1.27 | |

| Amortization of intangible assets | | | 523.6 | | | | 131.3 | | | | 392.3 | | | | — | | | | 392.3 | | | | 1.79 | |

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

| Amortization of intangible assets | | | 7.7 | | | | 2.1 | | | | 5.6 | | | | — | | | | 5.6 | | | | 0.03 | |

| Risk Management, as adjusted | | $ | 221.2 | | | $ | 58.5 | | | $ | 162.7 | | | $ | — | | | $ | 162.7 | | | $ | 0.74 | |

| Corporate, as reported | | $ | (595.2 | ) | | $ | (237.8 | ) | | $ | (357.4 | ) | | $ | (9.8 | ) | | $ | (347.6 | ) | | $ | (1.58 | ) |

| Transaction-related costs | | | 22.6 | | | | 4.9 | | | | 17.7 | | | | — | | | | 17.7 | | | | 0.08 | |

| Legal and tax related | | | 48.0 | | | | 21.8 | | | | 26.2 | | | | — | | | | 26.2 | | | | 0.12 | |

| Clean energy related | | | 12.0 | | | | 1.1 | | | | 10.9 | | | | 7.6 | | | | 3.3 | | | | 0.01 | |

| Corporate, as adjusted | | $ | (512.6 | ) | | $ | (210.0 | ) | | $ | (302.6 | ) | | $ | (2.2 | ) | | $ | (300.4 | ) | | $ | (1.37 | ) |

The following analyses present the hypothetical loss in fair value of the financial instruments held by us at December 31, [removed: 2024] [added: 2025] that are sensitive to changes in interest rates.

The fair value of our portfolio of cash and cash equivalents as of December 31, [removed: 2024] [added: 2025] 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: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $13,073.0] [added: $12,873] million of borrowings outstanding under our various senior notes and note purchase agreements.

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

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: 2024.][added: 2025.]

A one-percentage point decrease would result in an estimated fair value of [removed: $13,118.6] [added: $13,177] million, or [removed: $45.6] [added: $304] million more than their current carrying value.

A one‑percentage point increase would result in an estimated fair value of [removed: $11,169.7] [added: $11,332] million, or [removed: $1,903.3] [added: $1,541] million less than their current carrying value.

As of December 31, [removed: 2024,] [added: 2025,] there were no borrowings outstanding under our Credit Agreement and [removed: $225.2] [added: $226] 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: 2024] [added: 2025] 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: 2024] [added: 2025] (a weakening of the U.S. dollar), earnings before income taxes would have increased by approximately [removed: $64.8] [added: $71] million.

Assuming a hypothetical favorable change of 10% in the average foreign currency exchange rate for [removed: 2024] [added: 2025] (a strengthening of the U.S. dollar), earnings before income taxes would have decreased by approximately [removed: $55.5] [added: $56] million.

During [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] we had several monthly put/call options in place with an external financial institution that were designed to hedge a significant portion of our future [added: India,] Norway and the U.K. currency revenues through various future payment dates.

In addition, during [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] we had several monthly put/call options in place with an external financial institution that were designed to hedge a significant portion of our Indian currency disbursements through various future payment dates.

In the scenario where such hedge does not pass the effectiveness test, the hedge [added: will be re-measured at the stated point and the appropriate loss, if applicable, would be recognized.]

For the year ended December 31, [removed: 2024] [added: 2025] there has been no such effect on our consolidated financial presentation.

The impact of these hedging strategies was not material to our consolidated financial statements for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

See Note 18 to our [removed: 2024] [added: 2025] consolidated financial statements for the changes in fair value of these derivative instruments reflected in comprehensive earnings in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

The aggregate estimated fair value of these borrowings at December 31, 2025 was $12,183 million

will be re-measured at the stated point and the appropriate loss, if applicable, would be recognized.

Since our founding in 1927, we have grown from a one-person insurance agency to the world’s third largest insurance broker/risk manager based on revenues according to *Business Insurance* magazine’s [removed: July/August 2024] [added: June/July 2025] edition, and one of the world’s largest property/casualty third party claims administrators, according to *Business Insurance* magazine’s [removed: May 2024] [added: April/May 2025] edition.

The brokerage and risk management segments contributed approximately [removed: 86%] [added: 87%] and [removed: 14%,] [added: 13%,] respectively, to [removed: 2024] [added: 2025] revenues.

We generate approximately [removed: 64%] [added: 67%] of our revenues from the combined brokerage and risk management segments in the U.S., with the remaining [removed: 36%] [added: 33%] generated internationally, primarily in Australia, Canada, New Zealand and the U.K. The corporate segment did not generate any significant revenues in [removed: 2024.][added: 2025.]

Shares of our common stock are traded on the New York Stock Exchange under the symbol “AJG”, and we had a market capitalization at December 31, [removed: 2024] [added: 2025] of approximately [removed: $71] [added: $67] billion.

Information in this report is as of December 31, [removed: 2024] [added: 2025] unless otherwise noted.

The brokerage segment accounted for [removed: 86%] [added: 87%] of our revenues in [removed: 2024.][added: 2025.]

Our brokerage segment operates through a network of more than [removed: 580] [added: 650] sales and service offices located throughout the U.S. and approximately [removed: 350] [added: 400] sales and service offices in [removed: approximately]

[added: 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.

Our retail insurance brokerage operations accounted for [removed: 73%] [added: 75%] of our brokerage segment revenues in [removed: 2024.][added: 2025.]

| Aviation | | [added: |] Disability | | [added: |] General Liability | | [added: |] Products Liability | [added: | |]

| Casualty | | [added: |] Earthquake | | [added: |] Health & Welfare | | [added: |] Professional Liability | [added: | |]

| Claims Advocacy | | [added: |] Errors & Omissions | | [added: |] Healthcare Analytics | | [added: |] Property | [added: | |]

| Commercial Auto | | [added: |] Exchange Solutions | | [added: |] Human Resources | | [added: |] Retirement | [added: | |]

| Compensation | | [added: |] Executive Benefits | | [added: |] Institutional Investment | | [added: |] Surety Bond | [added: | |]

| Cyber Liability | | [added: |] Fiduciary Services | | [added: |] Loss Control | | [added: |] Voluntary Benefits | [added: | |]

| Dental | | [added: |] Fine Arts | | [added: |] Marine | | [added: |] Wind | [added: | |]

| Directors & Officers Liability | | [added: |] Fire | | [added: |] Medical | | [added: |] Workers’ Compensation | [added: | |]

Our retail brokerage operations are organized and operate within certain key niche/practice groups, which account for approximately [removed: 79%] [added: 74%] of our retail brokerage revenues.

| Affinity | | [added: |] Equity Advisors | | [added: |] Life Sciences | | [added: |] Real Estate/Hospitality | [added: | |]

| Automotive | | [added: |] Financial Institutions | | [added: |] Manufacturing | | [added: |] Religious | [added: | |]

| Aviation | | [added: |] Food/Agribusiness | | [added: |] Marine | | [added: |] Restaurant | [added: | |]

| Construction | | [added: |] Global Risks | | [added: |] Nonprofit | | [added: |] Retail and Services | [added: | |]

| Energy | | [added: |] Healthcare | | [added: |] Personal | | [added: |] Technology & Communications | [added: | |]

| Entertainment | | [added: |] Higher/K12 Education | | [added: |] Private Client | | [added: |] Trade Credit/Political Risk | [added: | |]

| Environmental | | [added: |] Law Firms | | [added: |] Public Sector | | [added: |] Transportation | [added: | |]

[added: -] Our niche/practice groups and middle-market accounts;

[added: -] Cross-selling other brokerage products to existing clients;

[added: -] Mergers and acquisitions; and

[added: -] Developing and managing alternative market mechanisms such as captives, rent-a-captives and deductible plans/self‑insurance.

We operate as a retail commercial property and casualty broker throughout [removed: 45] [added: 47] locations in Australia, [removed: 42] [added: 40] locations in Canada and 37 locations in New Zealand.

In the U.K., we operate as a retail broker from approximately [removed: 100] [added: 128] locations.

We also have specialty, wholesale, underwriting and reinsurance intermediary operations in London for clients to access Lloyd’s of London and other international underwriting enterprises, and a program operation offering customized risk [removed: management products and services to U.K. public entities.]

Our reinsurance brokerage operations (which we refer to as Gallagher Re) accounted for [removed: 13%] [added: 12%] of our brokerage segment revenues in [removed: 2024.][added: 2025.]

Gallagher Re operates from more than [removed: 60] [added: 77] offices across [removed: 26] [added: 27] 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: 14%] [added: 13%] of our brokerage segment revenues in [removed: 2024.][added: 2025.]

These brokers operate through approximately [removed: 162] [added: 149] offices primarily located across the U.S., Bermuda and through our approved Lloyd’s of London brokerage operation.

Our risk management segment accounted for [removed: 14%] [added: 13%] of our revenues in [removed: 2024.][added: 2025.]

Approximately [removed: 61%] [added: 59%] of our risk management segment’s revenues are from workers’ compensation-related claims, 34% are from general and commercial auto liability-related claims and [removed: 5%] [added: 7%] are from property-related claims in [removed: 2024.][added: 2025.]

While this segment complements our brokerage offerings, approximately [removed: 94%] [added: 95%] of our risk management segment’s revenues come from clients not affiliated with our brokerage operations, such as underwriting enterprises and clients of other insurance brokers.

[added: -] Program business and the outsourcing of portions of underwriting enterprise claims departments;

| | | | | | | | | | | | |

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

| | | | | | | | | | | | |

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

management products and services to U.K. public entities.

as client service and sales professionals, respectively.

For example, the DOJ updated its guidance on corporate compliance programs to include AI risk management.

We experience substantial geopolitical and regulatory changes on a real-time basis, which may lead to uncertainty and increase the complexity, difficulty, and cost of compliance.

In addition, climate change and sustainability issues remain a significant focus for investors, clients and other business partners, while regulatory approaches across jurisdictions continue to vary widely.

Some jurisdictions, such as the U.K, Australia and the State of California, are intensifying regulation and enforcement with respect to climate-related disclosures, where others are moving towards deregulation – for example, at the U.S. federal level the SEC abandoned the defense of the climate-related disclosures rule and the E.U. approved the Omnibus I directive that reduced significantly the entities subject to, and the requirements of, the Corporate Sustainability Reporting Directive (which we refer to as CSRD) and the Corporate Sustainability Due Diligence Directive (which we refer to as CSDDD).

Navigating these inconsistent and evolving rules may demand substantial effort and resources.

| | | | | | | |

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

Inclusion and Diversity

As we continue to implement new technology and AI initiatives across our business we also expect to be subject to additional regulations related to the use of such new technologies.

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.

Regulations promulgated by the U.S. Treasury Department pursuant to the Foreign Account Tax Compliance Act (which we refer to as FATCA) require us to take various measures relating to non‑U.S. funds, transactions and accounts.

SECURITIES AND [removed: EXCHANGE] [added: EXCHANGE] COMMISSION

[removed: FORM 10-K][added: FORM 10-K]

| [removed: ☒] [added: x] | | [added: |] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [added: | |]

For the fiscal year [removed: ended December 31, 2024][added: ended December 31, 2025]

| [removed: ☐] [added: o] | | [added: |] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | [added: | |]

For the transition period [removed: from to][added: from__________________to]

Commission file [removed: number 1-09761][added: number 1-09761]

| Delaware | | [added: |] 36-2151613 | [added: | |]

| (State or other jurisdiction [removed: of incorporation] [added: of incorporation] or organization) | | [added: |] (I.R.S. [removed: Employer Identification] [added: Employer Identification] Number) | [added: | |]

| 2850 Golf Road Rolling [removed: Meadows, Illinois] [added: Meadows, Illinois] | | [added: |] 60008-4050 | [added: | |]

| (Address of principal executive offices) | | [added: |] (Zip Code) | [added: | |]

[removed: Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code (630) 773-3800][added: code)]

[added: |] Securities registered pursuant to Section 12(b) of the Act: [added: | | | | | |]

| Title of each class | | [removed: Trading Symbol(s)] | | [added: | | Trading Symbol(s) | | | | | |] Name of each exchange on which registered | [added: | |]

| Common Stock, par value $1.00 per share | | [added: | | | |] AJG | | [added: | | | |] New York Stock Exchange | [added: | |]

| Securities registered pursuant to Section 12(g) of the Act: None | | | | | [added: | | | | | | | | | |]

Yes [removed: ☒] [added: x] No [removed: ☐.][added: o.]

Yes [removed: ☐] [added: o] No [removed: ☒.][added: x.]

| Large accelerated filer | [removed: ☒] | | [added: x | | |] Accelerated filer | [removed: ☐] | [added: | o | | |]

| Non-accelerated filer | [removed: ☐] | | [added: o | | |] Smaller reporting company | [removed: ☐] | [added: | o | | |]

| | | | [added: | | |] Emerging growth company | [removed: ☐] | [added: | o | | |]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 726(b)) by the registered public accounting firm that prepared or issued its audit report Yes [removed: ☒] [added: x] No [removed: ☐.][added: o.]

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: 2024] [added: 2025] (the last day of the registrant’s most recently completed second quarter) was [removed: $49,339.2] [added: $71,117] million.

The number of outstanding shares of the registrant’s Common Stock, $1.00 par value, as of January 31, [removed: 2025] [added: 2026] was [removed: 254.7 million.][added: 257.1 million.]

Gallagher & Co.’s definitive [removed: 2025] [added: 2026] Proxy Statement are incorporated by reference into this Form 10‑K in response to Part III to the extent described herein.

For example, we may use forward-looking statements when addressing topics such as: the impact of general economic conditions, including inflation, interest rates and market uncertainty; the effects of geopolitical volatility, including repercussions from the armed conflicts in [removed: Ukraine and] [added: Ukraine,] the Middle [removed: East;] [added: East, Latin America and the Caribbean;] market and industry conditions, including competitive and pricing 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: 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] [added: Woodruff-Sawyer & Co.] (which we refer to as [removed: My Plan Manager), and the acquisition of all the issued] [added: Woodruff Sawyer)] and [removed: outstanding stock of] Dolphin TopCo, Inc., the holding company of AssuredPartners, Inc. (which we refer to as [removed: AssuredPartners, and such acquisition, which we refer to as the Transaction),] [added: AssuredPartners),] 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 sustainability, including climate-resilience and climate-advisory products and services and our carbon emissions.

[added: -] Global economic and geopolitical events, such as fluctuations in interest and inflation rates; 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; a [removed: potential] U.S. government [removed: shutdown or gridlock over increasing the U.S. debt ceiling;] [added: shutdown;] political [removed: violence,] [added: violence] and instability, including as a result of the armed conflicts in [removed: Ukraine and] [added: Ukraine,] the Middle [removed: East;][added: East, Latin America and the Caribbean;]

[added: -] Economic conditions that result in financial difficulties for underwriting enterprises or lead to reduced risk-taking capital capacity, for example, as a result of large payouts related to extreme weather events, or to the failure of such enterprises, including the increased risk of errors and omissions (which we refer to as E&O) claims against us;

[added: -] Risks that could negatively affect the success of our acquisition strategy, including the impact of 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 [added: charges, and the risk we could incur or assume unanticipated liabilities such as cybersecurity issues or violations of anti‑corruption and sanctions laws;]

[added: -] Risks related to [removed: Buck, Cadence Insurance, Eastern Insurance, My Plan Manager, the pending acquisition of] [added: Woodruff Sawyer,] 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;

[added: -] Damage to our reputation, including as a result of failing to uphold our culture and the potential for the Internet and social media to magnify the effects of such reputational issues;

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

[added: -] Failure to apply technology, data analytics and 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;

[added: -] Risks associated with the use of AI in our business operations, including regulatory, data privacy, cybersecurity, E&O, intellectual property and competition risks;

[added: -] 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 non-compete agreements at the state level;

[added: -] A disaster or other significant disruption to business continuity for our own operations or those of third-parties on which we rely, including cybersecurity incidents; natural disasters; political violence and unrest in the U.S. or elsewhere around the world; for example, our substantial operations in India could be negatively impacted as a result of the dispute between India and Pakistan involving the Kashmir region, rising tensions between India and China, or incidents of terrorism in India, civil unrest or other reasons;

[added: -] Sustained increases in the cost of employee benefits and compensation expense;

[added: -] 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 armed conflicts in [removed: Ukraine and] [added: Ukraine,] the Middle [removed: East),] [added: East, Latin America and the Caribbean),] maintaining regulatory and legal compliance across multiple jurisdictions (such as those relating to violations of anti‑corruption, sanctions, and privacy laws, increasingly complex regulatory requirements related to climate change and sustainability issues); increased protectionism, tariffs, and trade wars, climate change and other long-term sustainability matters, increased scrutiny of the use of off-shore centers of excellence such as those we operate and global health risks;

[added: -] Risks related to changes in U.S. or foreign tax laws, including a U.S. or foreign tax rate change, [removed: potential] [added: such as those resulting from the One Big Beautiful Bill Act (which we refer to as OBBBA),] changes [removed: in guidance related] to the U.S. Inflation Reduction Act, the Organisation for Economic Co-operation and Development’s [removed: (OECD)] [added: (which we refer to as the OECD)] global minimum corporate tax regime, and other local policy changes;

[added: -] Competitive pressures, including as a result of innovation, in each of our businesses;

________________________________________________________

________________________________________________________

| | | | | | |

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

| | | | | | |

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

| | | | | | |

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

(630) 773-3800

________________________________________________________

| | | | | | |

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

| | | | | | | | | | | | | | | |

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

________________________________________________________

Yes x No o.

Yes x No o.

| | | | | | | | | | | | |

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

Yes o No x.

| | | | | | | | | | | | |

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

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | [Item 1.](#i2b8dff5b1e0d4db3a0cdc5ffa7a92049_16) | | | [Business](#i2b8dff5b1e0d4db3a0cdc5ffa7a92049_16) | | | [5](#i2de7b073a44e4a169e31854114a80650_36956)\-[10](#i2de7b073a44e4a169e31854114a80650_25513) | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

| | | |

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

| | | | | |

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

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;

| | | | |

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

| | Item 1. | [Business](#item_1_business) | 5\-10 |

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

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 [removed: (MSSP)] [added: (MSSP), ReliaQuest,] and our global Cybersecurity Incident Response Team (which we refer to as CSIRT), which provides threat detection and incident response.

A global FAIR (Factor Analysis of Information Risk) assessment is conducted at least annually to update our cybersecurity risks and corresponding [removed: mitigations.][added: mitigations strategies.]

We review the content of our mandatory training [removed: annually,] [added: annually] and provide access to a comprehensive set of supplemental [removed: training.][added: training to meet individual and role-specific needs.]

Our Chief Information Security Officer [removed: (CISO),] [added: (which we refer to as our CISO),] working together with our Chief Information Officer [removed: (CIO),] [added: (which we refer to as our CIO),] oversees a team of employees dedicated to cybersecurity.

Our CISO [added: regularly reports to the CIO and] is an active member of our management-level enterprise risk management committee, which has broad oversight of the company’s enterprise risks, including cybersecurity risks.

Based on the information available as of the date of this Annual Report on Form 10-K, we believe that during the last three fiscal years risks from cybersecurity threats, including as a result of previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition, and as of the date of this [added: 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.]

Our cybersecurity team includes Business Information Security Officers (which we refer to as BISOs) in each region to lead the cybersecurity program, and to communicate ongoing updates from the cybersecurity team regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents.

ReliaQuest supports the operation of Gallagher’s SOC, and performs triage and escalation of event data from the security information and event management (which we refer to as SIEM) solution.

This support enables 24x7 monitoring and allows Gallagher to address threats and/or detections with urgency.

We have rolled out additional security technologies for new acquisitions and extended our SOC to monitor acquisitions prior to integration.

We have bolstered our internal cyber forensics capability to augment our Security

Operations capability to strengthen our ability to detect incidents, as well as to accelerate our response in parallel with our external partners.

Other technology partners provide additional solutions and services, including endpoint detection and response, data loss prevention, dark web monitoring, vulnerability management, next-generation firewalls, advanced web proxy, and other solutions.

We have also partnered with a strategic vendor to enable acceleration of our efforts to build the cyber team and mitigate risk across the company.

The relationship has brought both talent and flexibility to the team and has enabled acceleration of build-outs and integrations.

Identity management is a core component of our cyber program and solutions from Ping and Microsoft are in-place.

We have also deployed a global Privileged Access Management solution, which resulted in the vaulting of all elevated user accounts that are subject to a more stringent set of controls tied to account use and duration.

Additionally, we have implemented a cloud-based password reset tool offering users a highly secure and easy-to-use interface to reset passwords, regardless of device location, or browser.

Email security is a top priority for Gallagher, and we have implemented email threat detection and response services as well as capabilities to protect against phishing attacks and malicious links.

Concurrently, we have rolled out phishing simulations targeted at increasing user awareness of common indicators of malicious messages.

We have additionally implemented and are expanding coverage of advanced messaging features to prevent email compromise and data exfiltration, including deepfake detection and prevention.

This process results in a quantitative understanding of our top cyber risks based on annualized loss expectancy.

Our top risks, in turn, guide our prioritization of cybersecurity program maturation efforts to focus on initiatives offering Gallagher the greatest residual risk reduction.

Penetration testing is performed globally at least quarterly by our professional partners in cooperation with internal Gallagher teams.

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

These scenarios are updated regularly to resemble threat actor behavior trends revealed by our threat intelligence sources.

As a global organization, Gallagher’s operational approach to data security and sensitive data such as PHI and PII ties to least privilege – limiting access to data, systems and applications that only align to a user’s role and responsibility.

Identity management solutions and processes, such as regular user access reviews, govern the principle of least privilege.

Policies inclusive of data classification and regulatory requirements for sensitive data handling mandate secure device and data handling practices, as well as controls such as an encryption and data loss prevention.

Of note, Data Loss Prevention tooling has been implemented globally to monitor, prevent and detect data leakage.

Gallagher remains committed to maintaining and improving our existing security posture.

We regularly monitor and assess the policies and procedures in place and continue to work with leading global cybersecurity investigation firms with expertise in data privacy incident response and containment.

Our CISO receives ongoing updates from the cybersecurity team regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents and regularly reports to the CIO.

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.

See Notes 13 and 15 to our [removed: 2024] [added: 2025] consolidated financial statements for information with respect to our lease commitments as of December 31, [removed: 2024.][added: 2025.]

Information About [removed: Our Executive] [added: Our Executive] Officers

| Name | | [added: | | | |] Age | | [added: | | | |] Position and Year First Elected | [added: | |]

| J. Patrick Gallagher, Jr. | | [removed: 72] | | [added: | | 73 | | | | | |] Chairman since 2006, Chief Executive Officer since 1995, President 1990 - 2024 | [added: | |]

| Thomas J. Gallagher | | [removed: 66] | | [added: | | 67 | | | | | |] President since 2024, President of our Global Property/Casualty Brokerage Operations 2017 - 2024, Chairman of our International Brokerage Operation 2010 ‑ 2016 | [added: | |]

| Patrick M. Gallagher | | [removed: 45] | | [added: | | 46 | | | | | |] Executive Vice President, Chief Operating Officer since 2024, Corporate Vice President and President of Property/Casualty Brokerage Operation in the Americas 2021 - 2024, Chairman, Canada and Caribbean and CEO of Latin America 2019 - 2021, President, Midwest Region of Property/Casualty Brokerage Operation 2016 - 2019 | [added: | |]

| Walter D. Bay | | [removed: 62] | | [added: | | 63 | | | | | |] Corporate Vice President, General Counsel, Secretary since 2007 | [added: | |]

| Mark H. Bloom | | [removed: 60] | | [added: | | 61 | | | | | |] Corporate Vice President and Global Chief Information Officer since 2022. Global Chief Information Officer at Aegon N.V., 2016 - 2021 | [added: | |]

| Douglas K. Howell | | [removed: 63] | | [added: | | 64 | | | | | |] Corporate Vice President, Chief Financial Officer since 2003 | [added: | |]

| Scott R. Hudson | | [removed: 63] | | [added: | | 64 | | | | | |] Corporate Vice President and President of our Risk Management Operations since 2010 | [added: | |]

| Vishal Jain | | [removed: 63] | | [added: | | 64 | | | | | |] Corporate Vice President since 2016, Chief Service Officer since 2014 | [added: | |]

| Christopher E. Mead | | [removed: 57] | | [added: | | 58 | | | | | |] Corporate Vice President, Chief Marketing Officer since 2017 | [added: | |]

| Michael R. Pesch | | [removed: 53] | | [added: | | 54 | | | | | |] Corporate Vice President, Chief Executive Officer, Global Brokerage – Americas since 2024, Chief Executive Officer – U.S. Retail Brokerage 2016 - 2024 | [added: | |]

| Susan E. Pietrucha | | [removed: 58] | | [added: | | 59 | | | | | |] Corporate Vice President, Chief Human Resource Officer since 2007 | [added: | |]

| William F. Ziebell | | [removed: 62] | | [added: | | 63 | | | | | |] President of our Employee Benefit and Consulting Brokerage Operations since 2017, Corporate Vice President since 2011, regional leader in our Employee Benefit and Consulting Brokerage Operations 2004 - 2016 | [added: | |]

[removed: Part II][added: Part II]

| | | | | | | | | | | | | | | |

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

| | | | | |

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

As of January 31, [removed: 2025,] [added: 2026,] there were approximately 2,000 holders of record of our common stock.

[removed: Issuer] [added: (c)Issuer] Purchases of Equity Securities

The following table shows the purchases of our common stock made by or on behalf of us or any “affiliated purchaser” (as such term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of us for each fiscal month in the three-month period ended December 31, [removed: 2024:][added: 2025:]

| Period | | [added: | | | |] Total Number of Shares Purchased (1) | | | | [added: | |] Average Price Paid per Share (2) | | | | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) | | | | [added: | |] Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3) (4) | | |

[removed: Amounts] [added: (1)Amounts] in this column include shares of our common stock purchased by the trustees of trusts established under our Deferred Equity Participation Plan (which we refer to as the DEPP), our Deferred Cash Participation Plan (which we refer to as the DCPP) and our Supplemental Savings and Thrift Plan (which we refer to as the Supplemental Plan), respectively.

See Note 10 to our [removed: 2024] [added: 2025] consolidated financial statements for more information regarding the DEPP.

For the fourth quarter of [removed: 2024,] [added: 2025,] we instructed the trustee for the DEPP and the DCPP to reinvest dividends on shares of our common stock held by these trusts and to purchase our common stock using cash that we contributed to the DCPP related to [removed: 2024] [added: 2025] awards under the DCPP.

We established the trusts for the DEPP, the DCPP and the Supplemental Plan to assist us in discharging our deferred compensation [removed: obligations under these plans.]

[removed: The] [added: (2)The] average price paid per share is calculated on a settlement basis and does not include commissions.

[removed: Effective] [added: (3)Effective] July 28, 2021, the board of directors approved a common stock repurchase plan of up to $1.5 billion of common stock.

[removed: Dollar] [added: (4)Dollar] values stated in millions.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| October 1 through October 31, 2025 | | | | | | 14,553 | | | | | | $ | 305.99 | | | | | — | | | | | | $ | 1,500 | |

| November 1 through November 30, 2025 | | | | | | 6,423 | | | | | | 245.04 | | | | | | — | | | | | | 1,500 | | |

| December 1 through December 31, 2025 | | | | | | 7,373 | | | | | | 252.71 | | | | | | — | | | | | | 1,500 | | |

| Total | | | | | | 28,349 | | | | | | $ | 278.32 | | | | | — | | | | | | | | |

obligations under these plans.

(c)

| | | | | | | | | | | | | | | | | |

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

| October 1 through October 31, 2024 | | | 3,964 | | | $ | 286.33 | | | | — | | | $ | 1,500 | |

| November 1 through November 30, 2024 | | | 19,965 | | | | 290.37 | | | | — | | | | 1,500 | |

| December 1 through December 31, 2024 | | | 36,335 | | | | 283.71 | | | | — | | | | 1,500 | |

| Total | | | 60,264 | | | | 286.09 | | | | — | | | | | |

(1)

(2)

(3)

(4)

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

| | | [removed: 2024] | [added: 2025] | | | [removed: 2023] | | | [added: 2024] | [removed: 2022] | | | [added: | | 2023 | | |]

| Interest income, premium finance revenues and other income | | | [removed: 473.2] | | | [added: 732] | [removed: 367.3] | | | | [removed: 150.0] | [added: 36] | [added: | | | | | 1 | | | | | | 769 | | |]

| Change in estimated acquisition earnout payables | | | [removed: 26.0] | | | [added: 44] | [removed: 377.3] | | | | [removed: 83.0] | [added: 2] | [added: | | | | | — | | | | | | 46 | | |]

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

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

| Net earnings (loss) attributable to noncontrolling interests | | | [removed: 7.7] [added: 9] | | | | [removed: (3.5] | [removed: )] | [added: 8] | | [removed: 1.8] | | [added: | | (4) | | |]

| Net earnings attributable to controlling interests | | [removed: $] | [removed: 1,462.7 |] [added: 1,623] | | [removed: $] | [removed: 969.5] | | | [removed: $] [added: 1,474] | [removed: 1,114.2] | |

| Basic net earnings per share | | [added: |] $ | [removed: 6.63] [added: 5.83] | | | [added: | |] $ | [removed: 4.51] [added: 6.63] | | | [added: | |] $ | [removed: 5.30] [added: 4.51] | |

| Diluted net earnings per share | | | [removed: 6.50] [added: 5.74] | | | | [removed: 4.42] | | [added: 6.50] | | [removed: 5.19] | | [added: | | 4.42 | | |]

| Dividends declared per common share | | | [removed: 2.40] [added: 2.60] | | | | [removed: 2.20] | | [added: 2.40] | | [removed: 2.04] | | [added: | | 2.20 | | |]

| Change in pension liability, net of taxes | | | [removed: 13.9] [added: —] | | | | [removed: 12.3] | | [added: 14] | | [removed: (12.3] | [removed: )] | [added: | | 12 | | |]

| Foreign currency translation, net of taxes | | | [removed: (365.4] [added: 630] | [removed: )] | | | [removed: 257.8] | | [added: (365)] | | [removed: (511.8] | [removed: )] | [added: | | 258 | | |]

| Change in fair value of derivative instruments, net of taxes | | | [removed: (7.5] [added: (4)] | [removed: )] | | | [removed: 78.2] | | [added: (8)] | | [removed: 109.8] | | [added: | | 78 | | |]

| Comprehensive earnings (loss) attributable to noncontrolling interests | | | [removed: 7.8] [added: 9] | | | | [removed: (2.5] | [removed: )] | [added: 8] | | [removed: 1.6] | | [added: | | (3) | | |]

| Comprehensive earnings attributable to controlling interests | | [added: |] $ | [removed: 1,103.6] [added: 2,120] | | | [added: | |] $ | [removed: 1,316.8] [added: 1,104] | | | [added: | |] $ | [removed: 700.1] [added: 1,317] | |

Consolidated [removed: Balance] [added: Balance] Sheet

| | | [added: |] December 31, | | | | | | | [added: | |]

| | | [added: | 2025 | | | | | |] 2024 | | | | [added: | |] 2023 | | |

| Cash and cash equivalents | | [added: |] $ | [removed: 14,987.3] [added: 1,396] | | | [added: | |] $ | [removed: 971.5] [added: 14,987] | |

| Accounts receivable, net | | | [removed: 3,895.9] [added: 5,175] | | | | [removed: 3,786.6] | | [added: 3,896 | | |]

| Other current assets | | | [removed: 518.0] [added: 886] | | | | [removed: 450.1] | | [added: 518 | | |]

| Total current assets | | | [removed: 44,113.3] [added: 34,356] | | | | [removed: 32,116.1] | | [added: 44,113 | | |]

| Fixed assets - net | | | [removed: 650.3] [added: 789] | | | | [removed: 726.4] | | [added: 650 | | |]

| Deferred income taxes (includes tax credit carryforwards of [removed: $771.8 in 2024 and $867.4] [added: $772] in [removed: 2023)] [added: 2024)] | | | [removed: 959.1] [added: 43] | | | | [removed: 1,132.3] | | [added: 959 | | |]

| [added: | | | | | | | | | | | |] Other noncurrent assets | | | [removed: 1,354.4] | | | [added: 8] | [removed: 1,131.8] | | [added: | | | Other noncurrent liabilities | | | | | | 3 | | |]

| Right-of-use assets | | | [removed: 377.8] [added: 154] | | | | [removed: 400.3] | | [added: 97 | | |]

| Amortizable intangible assets - net | | | [removed: 4,530.1] [added: 10,684] | | | | [removed: 4,633.3] | | [added: 4,530 | | |]

| Accrued compensation and other current liabilities | | | [removed: 3,586.3] [added: 4,017] | | | | [removed: 2,553.1] | | [added: 3,586 | | |]

| Deferred revenue - current | | | [removed: 537.2] [added: 737] | | | | [removed: 644.7] | | [added: 537 | | |]

| Premium financing debt | | | [removed: 225.2] [added: 226] | | | | [removed: 289.0] | | [added: 225 | | |]

| Corporate related borrowings - current | | | [removed: 200.0] [added: 640] | | | | [removed: 670.0] | | [added: 200 | | |]

| Total current liabilities | | | [removed: 29,260.8] [added: 32,519] | | | | [removed: 31,064.7] | | [added: 29,260 | | |]

| Corporate related borrowings - noncurrent | | | [removed: 12,731.9] [added: 12,104] | | | | [removed: 7,006.0] | | [added: 12,732 | | |]

| Deferred revenue - noncurrent | | | [removed: 67.1] [added: 155] | | | | [removed: 61.5] | | [added: 67 | | |]

| Lease liabilities [added: | | | | | | Lease liabilities] - noncurrent | | | [removed: 328.1] | | | [added: 515] | [removed: 352.2] | |

| [added: | | | | | | | | | | | | | | | | | | | | | | | |] Other noncurrent liabilities | | | [removed: 1,687.7] | | | [added: —] | [removed: 2,316.1] | |

| Stockholders' equity: | | | | | | | | | [added: | | |]

| Common stock - authorized [removed: 400.0] [added: 400] shares; issued and outstanding [removed: 250.0shares] [added: 257 shares] in [removed: 2024] [added: 2025] and [removed: 216.7] [added: 250] shares in [removed: 2023] [added: 2024] | | | [removed: 250.0] [added: 257] | | | | [removed: 216.7] | | [added: 250 | | |]

| Capital in excess of par value | | | [removed: 16,068.9] [added: 17,783] | | | | [removed: 7,297.8] | | [added: 16,069 | | |]

| | | | | | | | | | | | | | | | | | |

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

| Commissions | | | $ | 8,024 | | | | | $ | 6,694 | | | | | $ | 5,865 | |

| Fees | | | 4,195 | | | | | | 3,607 | | | | | | 3,145 | | |

| Supplemental revenues | | | 466 | | | | | | 359 | | | | | | 314 | | |

| Contingent revenues | | | 324 | | | | | | 268 | | | | | | 235 | | |

| Revenues before reimbursements | | | 13,778 | | | | | | 11,401 | | | | | | 9,927 | | |

| Reimbursements | | | 164 | | | | | | 154 | | | | | | 145 | | |

| Total revenues | | | 13,942 | | | | | | 11,555 | | | | | | 10,072 | | |

| Compensation | | | 7,842 | | | | | | 6,522 | | | | | | 5,681 | | |

| Operating | | | 2,258 | | | | | | 1,754 | | | | | | 1,689 | | |

| Reimbursements | | | 164 | | | | | | 154 | | | | | | 145 | | |

| Interest | | | 639 | | | | | | 381 | | | | | | 297 | | |

| Depreciation | | | 206 | | | | | | 178 | | | | | | 165 | | |

| Amortization | | | 916 | | | | | | 665 | | | | | | 532 | | |

| Total expenses | | | 12,071 | | | | | | 9,680 | | | | | | 8,887 | | |

| Provision for income taxes | | | 368 | | | | | | 404 | | | | | | 219 | | |

| Net earnings | | | 1,503 | | | | | | 1,471 | | | | | | 966 | | |

| | | | | | | | | | | | | | | | | | |

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

| Net earnings | | | $ | 1,503 | | | | | $ | 1,471 | | | | | $ | 966 | |

| Comprehensive earnings | | | 2,129 | | | | | | 1,112 | | | | | | 1,314 | | |

| | | | | | | | | | | | |

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

| | | | 2025 | | | | | | 2024 | | |

| Fiduciary assets (includes fiduciary cash of $7,142 in 2025 and $5,481 in 2024) | | | 26,899 | | | | | | 24,712 | | |

| Other noncurrent assets | | | 1,602 | | | | | | 1,355 | | |

| Goodwill - net | | | 22,593 | | | | | | 12,270 | | |

| Total assets | | | $ | 70,665 | | | | | $ | 64,255 | |

| Fiduciary liabilities | | | $ | 26,899 | | | | | $ | 24,712 | |

| Other noncurrent liabilities (includes tax credit carryforwards of $713 in 2025) | | | 2,025 | | | | | | 1,688 | | |

| Total liabilities | | | 47,318 | | | | | | 44,075 | | |

| Retained earnings | | | 5,806 | | | | | | 4,986 | | |

| | | | | | | | | | | | | | | | | | |

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

| Net earnings | | | $ | 1,503 | | | | | $ | 1,471 | | | | | $ | 966 | |

| Depreciation and amortization | | | 1,122 | | | | | | 843 | | | | | | 697 | | |

| Capital expenditures | | | (145) | | | | | | (142) | | | | | | (194) | | |

| Payments on acquisition earnouts | | | (442) | | | | | | (143) | | | | | | (98) | | |

| Dividends paid | | | (667) | | | | | | (525) | | | | | | (474) | | |

| | | | | | | | | | | | | |

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

| Commissions | | $ | 6,693.8 | | | $ | 5,865.0 | | | $ | 5,187.4 | |

| Fees | | | 3,606.6 | | | | 3,144.7 | | | | 2,567.7 | |

| Supplemental revenues | | | 359.4 | | | | 314.2 | | | | 284.7 | |

| Contingent revenues | | | 267.6 | | | | 235.3 | | | | 207.3 | |

| Revenues from clean coal activities | | | — | | | | — | | | | 23.0 | |

| Revenues before reimbursements | | | 11,400.6 | | | | 9,926.5 | | | | 8,420.1 | |

| Reimbursements | | | 154.3 | | | | 145.4 | | | | 130.5 | |

| Total revenues | | | 11,554.9 | | | | 10,071.9 | | | | 8,550.6 | |

| Compensation | | | 6,522.3 | | | | 5,681.2 | | | | 4,799.8 | |

| Operating | | | 1,753.9 | | | | 1,689.7 | | | | 1,330.9 | |

| Cost of revenues from clean coal activities | | | — | | | | — | | | | 22.9 | |

| Interest | | | 381.3 | | | | 296.7 | | | | 256.9 | |

| Depreciation | | | 177.5 | | | | 165.2 | | | | 144.7 | |

| Amortization | | | 664.8 | | | | 531.3 | | | | 454.9 | |

| Total expenses | | | 9,680.1 | | | | 8,886.8 | | | | 7,223.6 | |

| Net earnings | | | 1,470.4 | | | | 966.0 | | | | 1,116.0 | |

| Net earnings | | $ | 1,470.4 | | | $ | 966.0 | | | $ | 1,116.0 | |

| Comprehensive earnings | | | 1,111.4 | | | | 1,314.3 | | | | 701.7 | |

| | | | | | | | | |

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

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

| Goodwill - net | | | 12,270.2 | | | | 11,475.6 | |

| Total assets | | $ | 64,255.2 | | | $ | 51,615.8 | |

| Fiduciary liabilities | | $ | 24,712.1 | | | $ | 26,907.9 | |

| Total liabilities | | | 44,075.6 | | | | 40,800.5 | |

| Retained earnings | | | 4,985.7 | | | | 4,052.9 | |

| Depreciation and amortization | | | 842.3 | | | | 696.5 | | | | 599.6 | |

| Capital expenditures | | | (141.9 | ) | | | (193.6 | ) | | | (182.7 | ) |

| Payments on acquisition earnouts | | | (142.8 | ) | | | (97.8 | ) | | | (106.5 | ) |

| Dividends paid | | | (525.4 | ) | | | (473.6 | ) | | | (429.5 | ) |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | Shares | | | | Amount | | | | Par Value | | | | Earnings | | | | Loss | | | | Interests | | | | Total | | |

| Balance at December 31, 2021 | | | 208.5 | | | $ | 208.5 | | | $ | 6,143.7 | | | $ | 2,882.3 | | | $ | (726.1 | ) | | $ | 51.7 | | | $ | 8,560.1 | |

| Net earnings | | | — | | | | — | | | | — | | | | 1,114.2 | | | | — | | | | 1.8 | | | | 1,116.0 | |

| Eighteen purchase transactions | | | 0.9 | | | | 0.9 | | | | 164.6 | | | | — | | | | — | | | | — | | | | 165.5 | |

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

| Net earnings | | | — | | | | — | | | | — | | | | 969.5 | | | | — | | | | (3.5 | ) | | | 966.0 | |

Conclusion Regarding the Effectiveness of Disclosure Controls and [removed: Procedures.][added: Procedures.]

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: 2024.][added: 2025.]

During the three-month period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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.

[removed: Part III][added: Part III]

Our [removed: 2025] [added: 2026] Proxy Statement will include the information required by this item under the headings “Election of Directors,” “Other Board Matters,” “Board Committees,” “Insider Trading Policy” and, if necessary, “Delinquent Section 16(a) Reports,” which we incorporate herein by reference.

Our [removed: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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.

[removed: Part IV][added: Part IV]

[removed: Consolidated] [added: 1.Consolidated] Financial Statements:

[removed: Consolidated] [added: (a)Consolidated] Statement of Earnings for each of the three years in the period ended December 31, [removed: 2024.][added: 2025.]

[removed: Consolidated] [added: (b)Consolidated] Balance Sheet as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

[removed: Consolidated] [added: (c)Consolidated] Statement of Cash Flows for each of the three years in the period ended December 31, [removed: 2024.][added: 2025.]

[removed: Consolidated] [added: (d)Consolidated] Statement of Stockholders’ Equity for each of the three years in the period ended December 31, [removed: 2024.][added: 2025.]

[removed: Notes] [added: (e)Notes] to Consolidated Financial Statements.

[removed: Report] [added: (f)Report] of Independent Registered Public Accounting Firm on Financial Statements.

[removed: Management’s] [added: (g)Management’s] Report on Internal Control Over Financial Reporting.

[removed: Report] [added: (h)Report] of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.

[removed: Consolidated] [added: 2.Consolidated] Financial Statement Schedules required to be filed by Item 8 of this Form:

[removed: Schedule] [added: (a)Schedule] II - Valuation and Qualifying Accounts.

| 2.1 | | [added: |] [Stock Purchase Agreement, dated as of December 7, 2024, by and among Arthur J. Gallagher & Co., The AssuredPartners Group LP and Dolphin [removed: Topco,] [added: Top](https://www.sec.gov/Archives/edgar/data/354190/000119312524272811/d885381dex21.htm)[C](https://www.sec.gov/Archives/edgar/data/354190/000119312524272811/d885381dex21.htm)[o,] 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) | [added: | |]

| 3.1 | | [added: |] [Restated Certificate of Incorporation of Arthur J. Gallagher & Co. (incorporated by reference to Exhibit 3.2 to our Form 8-K Current Report dated May 11, 2023, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312523141998/d508303dex32.htm) | [added: | |]

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

| 4.1 | | [added: |] [Description of 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) | [added: | |]

| 4.2 | | [added: |] [Indenture, dated as of May 20, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to our Form 8-K Current Report dated May 20, 2021, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/0000354190/000119312521167806/d185690dex41.htm) | [added: | |]

| 10.1 | | [removed: [Credit] [added: | [Amended and Restated Credit] Agreement, dated as of [removed: June 22, 2023,] [added: April 3, 2025,] by and among Arthur J. [removed: Gallagher &] [added: Gallagher](https://www.sec.gov/Archives/edgar/data/354190/000119312525073495/d813689dex101.htm) [](https://www.sec.gov/Archives/edgar/data/354190/000119312525073495/d813689dex101.htm)[&] Co., as borrower, Bank of America, N.A., as administrative [removed: agent and] [added: agent,] L/C [removed: issuer,] [added: issuer] and [removed: the] [added: swing line lender, and](https://www.sec.gov/Archives/edgar/data/354190/000119312525073495/d813689dex101.htm) [](https://www.sec.gov/Archives/edgar/data/354190/000119312525073495/d813689dex101.htm)[the] lenders and other L/C issuers party [removed: thereto] [added: thereto.] (incorporated by reference to Exhibit 10.1 to our Form [removed: 8-K Current] [added: 8-K](https://www.sec.gov/Archives/edgar/data/354190/000119312525073495/d813689dex101.htm) [](https://www.sec.gov/Archives/edgar/data/354190/000119312525073495/d813689dex101.htm)[Current] Report dated [removed: June 23, 2023,] [added: April 3, 2025,] File [removed: No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312523173975/d463078dex101.htm)] [added: No 001-09761)](https://www.sec.gov/Archives/edgar/data/354190/000119312525073495/d813689dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/354190/000119312525073495/d813689dex101.htm)] | [added: | |]

| [removed: 10.2] [added: *10.2] | | [removed: [First Amendment to Credit Agreement, dates as] [added: | [Form] of [removed: November 7, 2023, by and among] [added: Indemnity Agreement between] Arthur J. Gallagher & [removed: Co., as borrower, Bank] [added: Co. and each] of [removed: America, N.A., as administrative agent,] [added: our directors] and [removed: the lenders party thereto (incorporated by reference to] [added: executive officers](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex10_3.htm) [(incorporated by](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex10_3.htm) [reference](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex10_3.htm) [to] Exhibit [removed: 10.2] [added: 10.3] to [removed: our Form 10-K] [added: our](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex10_3.htm) [Form](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex10_3.htm) [10-K] Annual Report for [removed: 2023,] [added: 2024,] File No. [removed: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017024013370/ajg-ex10_2.htm)] [added: 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017025021775/ajg-ex10_3.htm)] | [added: | |]

| [removed: *10.4] [added: *10.3] | | [added: |] [Arthur J. Gallagher & Co. Deferral Plan for Nonemployee Directors (amended and restated as of February 1, 2022) (incorporated by reference to Exhibit 10.12 to our Form 10-K Annual Report for 2022, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017023002456/ajg-ex10_12.htm) | [added: | |]

| [removed: *10.5] [added: *10.4] | | [added: |] [Form of Change in Control Agreement between Arthur J. Gallagher & Co. and those Executive Officers hired prior to January 1, 2008 (incorporated by reference to Exhibit 10.14.1 to our Form 10-K Annual Report for 2011, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/0000354190/000119312512061292/d287012dex10141.htm) | [added: | |]

| [removed: *10.6] [added: *10.5] | | [added: |] [Form of Change in Control Agreement between Arthur J. Gallagher & Co. and those Executive Officers hired after January 1, 2008 (incorporated by reference to Exhibit 10.14.2 to our Form 10-K Annual Report for 2011, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/0000354190/000119312512061292/d287012dex10142.htm) | [added: | |]

| [removed: *10.7] [added: *10.6] | | [added: |] [The Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan, as amended and restated effective October 20, 2020 (incorporated by reference to Exhibit 10.15 to our Form 10-K Annual Report for 2020, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/0000354190/000156459021004555/ajg-ex1015_15.htm) | [added: | |]

| [removed: *10.8] [added: *10.7] | | [added: |] [Arthur J. Gallagher & Co., Deferred Equity Participation Plan (as amended and restated as of February 20, 2021) (incorporated by reference to Exhibit 10.16 to our Form 10-Q for the quarterly period ended March 31, 2021 File No. 1 09761).](https://www.sec.gov/Archives/edgar/data/0000354190/000156459021022079/ajg-ex1016_14.htm) | [added: | |]

| [removed: *10.9] [added: *10.8] | | [added: |] [Form of Deferred Equity Participation Plan Award Agreement (incorporated by reference to Exhibit 10.16.1 to our Form 10-K Annual Report for 2022, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017023002456/ajg-ex10_16a.htm) | [added: | |]

| [removed: *10.10] [added: *10.9] | | [added: |] [Arthur J. Gallagher & Co. Severance Plan (effective September 15, 1997, as amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.17 to our Form 10-K Annual Report for 2008, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312509021344/dex1017.htm) | [added: | |]

| [removed: *10.11] [added: *10.10] | | [added: |] [First Amendment to the Arthur J. Gallagher & Co. Severance Plan (effective September 15, 1997, as amended and restated effective January 1, 2009) (incorporated by reference to Exhibit 10.1 to our Form 10-Q Quarterly Report for the quarterly period ended June 30, 2010, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000119312510172299/dex101.htm) | [added: | |]

| [removed: *10.12] [added: *10.11] | | [added: |] [Arthur J. Gallagher & Co. Deferred Cash Participation Plan, amended and restated as of September 11, 2018 (incorporated by reference to Exhibit 10.18 to our Form 10-K Annual Report for 2019, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/0000354190/000119312520028191/d879025dex1018.htm) | [added: | |]

| [removed: *10.13] [added: *10.12] | | [added: |] [Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.42.1 to our Form 10-K Annual Report for 2022, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017023002456/ajg-ex10_42a.htm) | [added: | |]

| [removed: *10.14] [added: *10.13] | | [added: |] [Form of Long-Term Incentive Plan Stock Option Award Agreement (incorporated by reference to Exhibit 10.42.2 to our Form 10-K Annual Report for 2022, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/354190/000095017023002456/ajg-ex10_42b.htm) | [added: | |]

| [removed: *10.15] [added: *10.14] | | [added: |] [Form of Long-Term Incentive Plan Stock Appreciation Rights Award Agreement (incorporated by reference to Exhibit 10.42.3 to our Form 10-K Annual Report for 2010, File No. 1-09761).](https://www.sec.gov/Archives/edgar/data/0000354190/000119312511025625/dex10423.htm) | [added: | |]

| [removed: *10.16] [added: *10.15] | | [added: |] [Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement for executive officers over the age of 55 (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) | [added: | |]

| [removed: *10.17] [added: *10.16] | | [added: |] [Form of Long-Term Incentive Plan Stock Option Award Agreement for executive 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) | [added: | |]