Item 1. Financial Statements (Unaudited)

Arthur J. Gallagher & Co.

Consolidated Statement of Earnings

(Unaudited - in millions, except per share data)


	Three-month period ended June 30,				Six-month period ended June 30,
	2026		2025		2026		2025
Commissions	$	2,442	$	1,808	$	5,565	$	4,057
Fees	1,183		962		2,395		1,947
Supplemental revenues	141		103		321		217
Contingent revenues	91		73		206		166
Interest income, premium finance revenues and other income	98		233		184		480
Revenues before reimbursements	3,955		3,179		8,671		6,867
Reimbursements	48		43		90		82
Total revenues	4,003		3,222		8,761		6,949
Compensation	2,330		1,804		4,846		3,701
Operating	679		519		1,322		1,009
Reimbursements	48		43		90		82
Interest	168		158		326		316
Depreciation	57		50		118		95
Amortization	301		180		579		390
Change in estimated acquisition earnout payables	6		(5)		23		10
Total expenses	3,589		2,749		7,304		5,603
Earnings before income taxes	414		473		1,457		1,346
Provision for income taxes	90		105		310		269
Net earnings	324		368		1,147		1,077
Net earnings attributable to noncontrolling interests	—		—		1		5
Net earnings attributable to controlling interests	$	324	$	368	$	1,146	$	1,072
Basic net earnings per share	$	1.26	$	1.43	$	4.46	$	4.19
Diluted net earnings per share	1.25		1.40		4.41		4.12
Dividends declared per common share	0.70		0.65		1.40		1.30

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Statement of Comprehensive Earnings

(Unaudited - in millions)


	Three-month period ended June 30,				Six-month period ended June 30,
	2026		2025		2026		2025
Net earnings	$	324	$	368	$	1,147	$	1,077
Change in pension liability, net of taxes	—		(5)		—		(5)
Foreign currency translation, net of taxes	(134)		428		(154)		645
Change in fair value of derivative investments, net of taxes	6		11		(15)		11
Comprehensive earnings	196		802		978		1,728
Comprehensive earnings attributable to noncontrolling interests	—		—		1		5
Comprehensive earnings attributable to controlling interests	$	196	$	802	$	977	$	1,723

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Balance Sheet

(Unaudited - in millions)


	June 30, 2026		December 31, 2025
Cash and cash equivalents	$	1,386	$	1,396
Fiduciary assets (includes fiduciary cash of $7,947 in 2026 and $7,142 in 2025)	37,183		26,899
Accounts receivable, net	6,076		5,175
Other current assets	807		886
Total current assets	45,452		34,356
Fixed assets - net	765		789
Deferred income taxes	43		43
Other noncurrent assets	1,732		1,602
Right-of-use assets	578		598
Goodwill	23,026		22,593
Amortizable intangible assets - net	10,212		10,684
Total assets	$	81,808	$	70,665
Fiduciary liabilities	$	37,183	$	26,899
Accrued compensation and other current liabilities	3,548		4,017
Deferred revenue - current	788		737
Premium financing debt	134		226
Corporate related borrowings - current	1,520		640
Total current liabilities	43,173		32,519
Corporate related borrowings - noncurrent	11,955		12,104
Deferred revenue - noncurrent	177		155
Lease liabilities - noncurrent	497		515
Other noncurrent liabilities (includes tax credit carryforwards of $628 in 2026 and $713 in 2025)	2,259		2,025
Total liabilities	58,061		47,318
Stockholders' equity:
Common stock - issued and outstanding 256.3 shares in 2026 and 257.0 shares in 2025	256		257
Capital in excess of par value	17,567		17,783
Retained earnings	6,588		5,806
Accumulated other comprehensive loss	(694)		(525)
Stockholders' equity attributable to controlling interests	23,717		23,321
Stockholders' equity attributable to noncontrolling interests	30		26
Total stockholders' equity	23,747		23,347
Total liabilities and stockholders' equity	$	81,808	$	70,665

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Statement of Cash Flows

(Unaudited - in millions)


	Six-month period ended June 30,
	2026		2025
Cash flows from operating activities:
Net earnings	$	1,147	$	1,077
Adjustments to reconcile net earnings to net cash provided by operating activities:
Net gain on investments and other	(4)		(12)
Depreciation and amortization	697		485
Change in estimated acquisition earnout payables	23		10
Amortization of deferred compensation and restricted stock	74		61
Stock-based and other noncash compensation expense	41		25
Payments on acquisition earnouts in excess of original estimates	(141)		(480)
Provision for deferred income taxes	86		27
Effect of changes in foreign exchange rates	(2)		50
Net change in accounts receivable, net	(949)		(681)
Net change in deferred revenue	67		58
Net change in other current assets	36		—
Net change in accrued compensation and other accrued liabilities	(124)		(132)
Net change in income taxes payable	(64)		(37)
Net change in other noncurrent assets and liabilities	80		(3)
Net cash provided by operating activities	967		448
Cash flows from investing activities:
Capital expenditures	(87)		(68)
Cash paid for acquisitions, net of cash and restricted cash acquired	(616)		(1,662)
Net proceeds from sales of operations/books of business	6		2
Net funding of investment transactions	(4)		1
Net funding of premium finance loans	110		106
Net cash used by investing activities	(591)		(1,621)
Cash flows from financing activities:
Payments on acquisition earnouts	(206)		(350)
Proceeds from issuance of common stock	91		1,378
Repurchases of common stock	(480)		—

Dividends paid	(359)		(333)
Net change in fiduciary assets and liabilities	841		892
Net borrowings on premium financing debt facility	(101)		(76)
Borrowings on line of credit facility	5,010		3
Repayments on line of credit facility	(3,645)		(3)
Net borrowings of corporate related long-term debt	(639)		(199)
Debt acquisition costs	5		5
Settlements on terminated interest rate swaps	11		—
Net cash provided by financing activities	528		1,317
Effect of changes in foreign exchange rates on cash, cash equivalents, restricted cash and fiduciary cash	(109)		195
Net increase in cash, cash equivalents, restricted cash and fiduciary cash	795		339
Cash, cash equivalents, restricted cash and fiduciary cash at beginning of period	8,538		20,468
Cash, cash equivalents, restricted cash and fiduciary cash at end of period	$	9,333	$	20,807

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Statement of Stockholders’ Equity

(Unaudited - in millions)


	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares	Amount
Balance at December 31, 2025	257.0	$	257.0	$	17,783	$	5,806	$	(525)	$	26	$	23,347
Net earnings	—	—		—		822		—		1		823


Foreign currency translation	—	—		—		—		(20)		—		(20)
Change in fair value of derivative instruments, net of taxes of $(7) million	—	—		—		—		(21)		—		(21)
Compensation expense related to stock option plan grants	—	—		20		—		—		—		20
Common stock issued in:
Two purchase transactions	0.1	0.1		17		—		—		—		17
Stock option plans	0.4	0.4		36		—		—		—		36
Employee stock purchase plan	0.1	0.1		15		—		—		—		15
Shares issued to benefit plans	0.5	0.5		131		—		—		—		132
Deferred compensation and restricted stock	0.2	0.2		(55)		—		—		—		(55)
Common stock repurchases	(1.4)	(1.4)		(309)		—		—		—		(310)
Cash dividends declared on common stock	—	—		—		(182)		—		—		(182)
Balance at March 31, 2026	256.9	$	256.9	$	17,638	$	6,446	$	(566)	$	27	$	23,802
Net earnings	—	—		—		324		—		—		324
Net purchase of subsidiary shares from noncontrolling interests	—	—		—		—		—		3		3

Foreign currency translation	—	—		—		—		(134)		—		(134)
Change in fair value of derivative instruments, net of taxes of $2 million	—	—		—		—		6		—		6
Compensation expense related to stock option plan grants	—	—		15		—		—		—		15
Common stock issued in:
Stock option plans	0.2	0.2		18		—		—		—		18
Employee stock purchase plan	0.1	0.1		22		—		—		—		22
Deferred compensation and restricted stock	—	—		43		—		—		—		43
Common stock repurchases	(0.9)	(0.9)		(169)		—		—		—		(170)
Cash dividends declared on common stock	—	—		—		(182)		—		—		(182)
Balance at June 30, 2026	256.3	$	256.3	$	17,567	$	6,588	$	(694)	$	30	$	23,747

See notes to consolidated financial statements.

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Arthur J. Gallagher & Co.

Consolidated Statement of Stockholders’ Equity

(Unaudited - in millions)


	Common Stock			Capital in Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Shares	Amount
Balance at December 31, 2024	250.0	$	250.0	$	16,069	$	4,986	$	(1,151)	$	26	$	20,180
Net earnings	—	—		—		704		—		5		709
Net purchase of subsidiary shares from noncontrolling interests	—	—		—		—		—		3		3

Foreign currency translation	—	—		—		—		217		—		217

Compensation expense related to stock option plan grants	—	—		18		—		—		—		18
Common stock issued in:
One purchase transaction	0.1	0.1		17		—		—		—		17
Stock option plans	0.7	0.7		68		—		—		—		69
Employee stock purchase plan	0.1	0.1		14		—		—		—		14
Stock issuance from public offering	4.6	4.6		1,248		—		—		—		1,252
Shares issued to benefit plans	0.3	0.3		119		—		—		—		120
Deferred compensation and restricted stock	0.3	0.3		(77)		—		—		—		(77)
Cash dividends declared on common stock	—	—		—		(167)		—		—		(167)
Balance at March 31, 2025	256.1	$	256.1	$	17,475	$	5,523	$	(934)	$	34	$	22,354
Net earnings	—	—		—		368		—		—		368
Net purchase of subsidiary shares from noncontrolling interests	—	—		—		—		—		(1)		(1)
Net change in pension asset/ liability, net of taxes of $(1) million	—	—		—		—		(5)		—		(5)
Foreign currency translation	—	—		—		—		428		—		428
Change in fair value of derivative instruments, net of taxes of $4 million	—	—		—		—		11		—		11
Compensation expense related to stock option plan grants	—	—		11		—		—		—		11
Common stock issued in:
Stock option plans	0.2	0.2		24		—		—		—		24
Employee stock purchase plan	0.1	0.1		20		—		—		—		20
Deferred compensation and restricted stock	—	—		16		—		—		—		16
Cash dividends declared on common stock	—	—		—		(171)		—		—		(171)
Balance at June 30, 2025	256.4	$	256.4	$	17,546	$	5,720	$	(500)	$	33	$	23,056

See notes to consolidated financial statements.

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Notes to June 30, 2026 Consolidated Financial Statements (Unaudited)

1. Summary of Significant Accounting Policies

Terms Used in Notes to Consolidated Financial Statements

ASC - Accounting Standards Codification.

ASU - Accounting Standards Update.

FASB - The Financial Accounting Standards Board.

GAAP - U.S. generally accepted accounting principles.

IRC - Internal Revenue Code.

IRS - Internal Revenue Service.

Underwriting enterprises - Insurance companies, reinsurance companies and various other forms of risk-taking entities, including intermediaries of underwriting enterprises.

Nature of Operations and Basis of Presentation

Arthur J. Gallagher & Co. and its subsidiaries, collectively referred to herein as we, our, us, Gallagher or the Company, provide insurance and reinsurance brokerage, consulting and third-party claims settlement and administration services to both domestic and international entities. We have three reportable segments: brokerage, risk management and corporate. Our brokers, agents and administrators act as intermediaries between underwriting enterprises and our clients.

Our brokerage segment operations provide brokerage and consulting services to entities of all types, including commercial, nonprofit, public sector entities, and, to a lesser extent, individuals, in the areas of insurance and reinsurance placements, risk of loss management, and management of employer sponsored benefit programs. Our risk management segment operations provide contract claim settlement, claim administration, loss control services and risk management consulting for commercial, nonprofit, captive and public sector entities, and various other organizations that choose to self-insure property/casualty coverages or choose to use a third‑party claims management organization rather than the claim services provided by underwriting enterprises. The corporate segment reports the financial information related to our debt and other corporate costs, clean energy investments, external acquisition‑related expenses and the impact of foreign currency translation.

We do not assume insurance underwriting risk on a net basis, other than with respect to immaterial amounts necessary to provide minimum or regulatory capital to organize captives, pools, specialized underwriters or risk-retention groups. Rather, capital necessary for covering losses is provided by underwriting enterprises.

Interest income, premium finance revenues and other income are primarily generated from our premium financing operations, our invested cash and restricted cash we hold on behalf of our clients, as well as clean energy investments. In addition, our share of the net earnings related to partially owned entities that are accounted for using the equity method is included in other income.

We are a global insurance brokerage, risk management and consulting services firm, headquartered in Rolling Meadows, Illinois. We provide these services in approximately 130 countries around the world through our owned operations and a network of correspondent brokers and consultants. We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual financial statements have been omitted pursuant to such rules and regulations. The unaudited consolidated financial statements included herein are, in the opinion of management, prepared on a basis consistent with our audited consolidated financial statements for the year ended December 31, 2025, and include all normal recurring adjustments necessary for a fair presentation of the information set forth herein. The quarterly results of operations are not necessarily indicative of the results of operations to be reported for subsequent quarters or the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. In the preparation of our unaudited consolidated financial statements as of June 30, 2026, management evaluated all material subsequent events or transactions that occurred after the balance sheet date through the date on which the financial statements were issued, for potential recognition and/or disclosure therein.

Use of Estimates

The preparation of our unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

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These accounting principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses, and the disclosure of contingent assets and liabilities at the date of our unaudited consolidated financial statements. We periodically evaluate our estimates and assumptions, including those relating to the valuation of goodwill and other intangible assets, right-of-use assets, investments, income taxes, revenue recognition, deferred costs, stock-based compensation, claims handling obligations, retirement plans, litigation and contingencies. We base our estimates on historical experience and various assumptions that we believe to be reasonable based on specific circumstances. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed in the notes herein.

2. Effect of New Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting–Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. We are currently evaluating the impact of adoption of the standard update on our financial statement disclosures.

Accounting for Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the guidance in ASC 350-40. The amendments modernize the recognition and disclosure requirements for internal-use software costs, introducing a more judgment-based approach while removing the previous “development stage” model. The amendment in the ASU is effective for all entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. Entities may apply the guidance using a prospective, retrospective or modified transition approach. We are currently evaluating the impact of adoption of the standard update on our financial statement disclosures.

3. Business Combinations

During the six-month period ended June 30, 2026, we acquired substantially all of the ownership interest or net assets, as applicable, of the following firms in exchange for our common stock and/or cash. These acquisitions have been accounted for using the acquisition method for recording business combinations (in millions, except share data):


Name and Effective Date of Acquisition	Common Shares Issued	Common Shares Value		Cash Paid		Accrued Liability		Escrow Deposited		Recorded Earnout Payable		Total Recorded Purchase Price		Maximum Potential Earnout Payable
	(000s)
Krose GmbH & Co KG February 25, 2026 (KGC)	66.0	$	15	$	203	$	2	$	—	$	—	$	220	$	—
McKee Risk Management, Inc. May 1, 2026 (MRM)	—	—		135		—		5		9		149		30


Fourteen other acquisitions completed in 2026	—	—		233		6		14		42		295		80
	66.0	$	15	$	571	$	8	$	19	$	51	$	664	$	110

Common shares issued in connection with acquisitions are valued at closing market prices as of the effective date of the applicable acquisition or on the days when the shares are issued, if purchase consideration is deferred. We record escrow deposits that are returned to us as a result of adjustments to net assets acquired as reductions of goodwill when the escrows are settled. The maximum potential earnout payables disclosed in the foregoing table represent the maximum amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for the applicable acquisition. The amounts recorded as earnout payables, which are primarily based upon the estimated future operating results of the acquired entities over a two- to three-year period subsequent to the acquisition date, are measured at fair value as of the acquisition date and are included on that basis in the recorded purchase price consideration in the foregoing table. We will

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record subsequent changes in these estimated earnout obligations, including the accretion of discount, in our consolidated statement of earnings when incurred.

The fair value of these earnout obligations is generally based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement (discounted cash flow method of the income approach). In determining fair value, we estimated the acquired entity’s future performance using financial projections developed by management for the acquired entity and market participant assumptions that were derived for revenue growth and/or profitability. Revenue growth rates generally ranged from 3.0% to 15.0% for our 2026 acquisitions. We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and the financial projections just described. We then discounted these payments to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the acquired entity to achieve the targets. The discount rate was 9.0% for all of our 2026 acquisitions. In some instances, the fair value of these earnout obligations can be based on other valuation methods including the Black-Scholes Option Pricing Method or Monte Carlo Simulation method. Changes in financial projections, market participant assumptions for revenue growth and/or profitability, or the risk-adjusted discount rate, would result in a change in the fair value of recorded earnout obligations.

During the three-month periods ended June 30, 2026 and 2025, we recognized $10 million and $11 million, respectively, of expense in our consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. During each of the six-month periods ended June 30, 2026 and 2025, we recognized $24 million of expense in our consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. In addition, during the three-month periods ended June 30, 2026 and 2025, we recognized $4 million and $17 million of income related to net adjustments in the estimated fair value of the liability for earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 47 and 36 acquisitions, respectively. In addition, during the six-month periods ended June 30, 2026 and 2025, we recognized $1 million and $14 million of income related to net adjustments in the estimated fair value of the liability for earnout obligations in connection with revised assumptions due to changes in interest rates, volatility and other assumptions and projections of future performance for 77 and 56 acquisitions, respectively. The aggregate amount of maximum earnout obligations related to acquisitions was $1,233 million as of June 30, 2026, of which $514 million was recorded in the consolidated balance sheet as of June 30, 2026, based on the estimated fair value of the expected future payments to be made, of which approximately $403 million can be settled in cash or stock at our option and $111 million must be settled in cash**.**

The following is a summary of the estimated fair values of the net assets acquired at the date of each acquisition made in the six-month period ended June 30, 2026 (in millions):


	KGC		MRM		Fourteen Other Acquisitions		Total
Cash and cash equivalents	$	4	$	4	$	5	$	13
Fiduciary assets	6		32		200		238
Other current assets	1		5		24		30
Fixed assets	3		—		—		3
Noncurrent assets	2		1		2		5
Goodwill	145		47		172		364
Expiration lists	102		95		134		331
Non-compete agreements	11		2		8		21
Trade names	—		1		—		1
Total assets acquired	274		187		545		1,006
Fiduciary liabilities	6		32		200		238
Current liabilities	10		4		6		20
Noncurrent liabilities	38		2		44		84
Total liabilities assumed	54		38		250		342
Total net assets acquired	$	220	$	149	$	295	$	664

Among other things, these acquisitions allow us to expand into desirable geographic locations, further extend our presence in the third-party claims administration, retail and wholesale insurance and reinsurance brokerage markets and increase the

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volume of general services currently provided. The excess of the purchase price over the estimated fair value of the tangible net assets acquired at the acquisition date was allocated to goodwill, expiration lists, non-compete agreements and trade names in the amounts of $364 million, $331 million, $21 million and $1 million, respectively, within the brokerage and risk management segments.

Provisional estimates of fair value are established at the time of each acquisition and are subsequently reviewed and finalized within the first year of operations subsequent to the acquisition date to determine the necessity for adjustments. During this period, we may use independent third-party valuation specialists to assist us in finalizing the fair value of assets acquired and liabilities assumed. Fair value adjustments, if any, are most common to the values established for amortizable intangible assets, including expiration lists, non‑compete agreements and trade names, as well as for acquired software, and earnout liabilities, with the offset to goodwill, net of any income tax effect. On August 18, 2025, we acquired all of the issued and outstanding stock of Dolphin TopCo, Inc., the holding company of AssuredPartners for gross consideration of $13.8 billion. AssuredPartners was a leading U.S. insurance broker with client capabilities across commercial property/casualty, specialty, employee benefits and personal lines and had over 10,900 employees serving through offices located across the U.S., U.K. and Ireland. For details on AssuredPartners, please refer to Note 3 in our Annual Report on Form 10-K for the year ended December 31, 2025. In second quarter 2026, we finalized the valuation of certain acquired identifiable intangible assets and the allocation of the purchase price for AssuredPartners. Accordingly, the goodwill recorded as of June 30, 2026 has also been finalized. Provisional estimates of fair value were used by us to initially record the acquisition of AssuredPartners as of the August 18, 2025 acquisition date. We used independent third party valuation specialists to assist us in determining the fair value of assets acquired and liabilities assumed for this transaction. Based on the work performed, in the three-month period ended March 31, 2026, we made provisional adjustments to the amounts initially recorded for expiration lists and trade names. As a result of these adjustments, the amount allocated to expiration lists decreased by $222 million and the amount allocated to trade names increased by $2 million. These non-cash adjustments resulted in a net increase to goodwill of $220 million. The reason for the lower value allocated to expiration lists is due to receipt of additional information regarding average customer lives. The provisional fair value estimates that were used as of March 31, 2026 were subsequently reviewed in second quarter 2026, and based on the results of the final valuation we completed, no additional changes were made.

The fair value of the tangible assets and liabilities for each applicable acquisition at the acquisition date approximated their carrying values. In general, the fair value of expiration lists was established using the excess earnings method, which is an income approach based on estimated financial projections developed by management for each acquired entity using market participant assumptions. Revenue growth was 3.0% and attrition rates generally ranged from 5.0% to 10.0%, respectively, for our 2025 acquisitions for which valuations were performed in 2026. We estimate the fair value as the present value of the benefits anticipated from ownership of the subject expiration list in excess of returns required on the investment in contributory assets necessary to realize those benefits. The rate used to discount the net benefits was based on a risk-adjusted rate that takes into consideration market-based rates of return and reflects the risk of the asset relative to the acquired business. The discount rates generally ranged from 9.0% to 12.0% for our 2025 acquisitions for which valuations were performed in 2026. The fair value of non-compete agreements was established using the profit differential method, which is an income approach based on estimated financial projections developed by management for the acquired company using market participant assumptions and various non-compete scenarios.

Expiration lists, non-compete agreements and trade names related to our acquisitions are amortized using the straight-line method over their estimated useful lives (two to fifteen years for expiration lists, two to six years for non-compete agreements and two to fifteen years for trade names), while goodwill is not subject to amortization. We use the straight-line method to amortize these intangible assets because the pattern of their economic benefits cannot be reasonably determined with any certainty. We review all of our identifiable intangible assets for impairment periodically (at least annually) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing identifiable intangible assets, if the undiscounted future cash flows were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of amortization expense. Based on the results of impairment reviews during the three and six-month periods ended June 30, 2026, we wrote off $21 million and $22 million, respectively, of amortizable assets related to the brokerage segment. Based on the results of impairment reviews during the six-month periods ended June 30, 2025, we wrote off $41 million of amortizable assets related to the brokerage segment.

Of the $331 million of expiration lists and $21 million of non-compete agreements related to our acquisitions made during the six-month period ended June 30, 2026, $163 million and $19 million, respectively, are not expected to be deductible for income tax purposes. Accordingly, we recorded a deferred tax liability of $55 million and a corresponding amount of goodwill in the six-month period ended June 30, 2026, related to the nondeductible amortizable intangible assets.

Our unaudited consolidated financial statements for the six-month period ended June 30, 2026 include the operations of the entities acquired in the six-month period ended June 30, 2026 from their respective acquisition dates. The following is a

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summary of the unaudited pro forma historical results, as if these entities had been acquired at January 1, 2025 (in millions, except per share data):


	Three-month period ended June 30,				Six-month period ended June 30,
	2026		2025		2026		2025
Total revenues	$	4,009	$	3,251	$	8,790	$	7,003
Net earnings attributable to controlling interests	324		369		1,146		1,075
Basic net earnings per share	1.26		1.44		4.46		4.20
Diluted net earnings per share	1.25		1.42		4.42		4.13

The unaudited pro forma results above have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had these acquisitions occurred at January 1, 2025, nor are they necessarily indicative of future operating results. Annualized revenues of entities acquired during the six-month period ended June 30, 2026 totaled approximately $122 million. For the six-month period ended June 30, 2026, total revenues, net pretax loss and net loss before interest, income taxes, depreciation, amortization and the change in estimated acquisition earnout payables (EBITDAC) recorded in our unaudited consolidated statement of earnings related to our acquisitions made during the six-month period ended June 30, 2026 in the aggregate, were $27 million, $(14) million and $(2) million, respectively.

4. Contracts with Customers

Contract Assets and Liabilities/Contract Balances

Information about unbilled receivables, contract assets and contract liabilities from contracts with customers is as follows (in millions):


	June 30, 2026		December 31, 2025
Unbilled receivables	$	2,686	$	1,858
Deferred contract costs	237		338
Deferred revenue	965		892

The unbilled receivables, which are included in accounts receivable in our consolidated balance sheet, primarily relate to our rights to consideration for work completed but not billed at the reporting date. These are transferred to the receivables when the client is billed. The deferred contract costs represent the costs we incur to fulfill a new or renewal contract with our clients prior to the effective date of the contract. These costs are expensed on the contract effective date. The deferred revenue in the consolidated balance sheet includes amounts that represent the remaining performance obligations under our contracts and amounts collected related to advanced billings and deposits received from customers that may or may not ultimately be recognized as revenues in the future. Deposits received from customers could be returned to the customers based on lesser actual transactional volume than originally billed volume.

Significant changes in the deferred revenue balances, which include foreign currency translation adjustments, during the period are as follows (in millions):


	Brokerage		Risk Management		Total
Deferred revenue at December 31, 2025	$	693	$	199	$	892
Incremental deferred revenue	417		55		472
Revenue recognized during the six-month period ended June 30, 2026 included in deferred revenue at December 31, 2025	(345)		(49)		(394)
Net change in collected billings/deposits received from customers	(13)		3		(10)
Impact of change in foreign exchange rates	(5)		—		(5)
Deferred revenue recognized from business acquisitions	10		—		10
Deferred revenue at June 30, 2026	$	757	$	208	$	965

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Revenue recognized during the six-month period ended June 30, 2026 in the table above included revenue from 2025 acquisitions that would not be reflected in prior periods.

Remaining Performance Obligations

Remaining performance obligations represent the portion of the contract price for which work has not been performed. As of June 30, 2026, the aggregate amount of the contract price allocated to remaining performance obligations was $965 million. The estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period is as follows (in millions):


	Brokerage		Risk Management		Total
2026 (remaining six months)	$	665	$	100	$	765
2027	80		48		128
2028	9		22		31
2029	1		10		11
2030	1		9		10
Thereafter	1		19		20
Total	$	757	$	208	$	965

Deferred Contract Costs

We capitalize costs incurred to fulfill contracts as deferred contract costs which are included in other current assets in our consolidated balance sheet. Deferred contract costs were $237 million and $338 million as of June 30, 2026 and December 31, 2025, respectively. Capitalized fulfillment costs are amortized to expense on the contract effective date. The amount of amortization of the deferred contract costs was $716 million and $431 million for the six-month periods ended June 30, 2026 and 2025, respectively.

We have applied the practical expedient to recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less for our brokerage segment. These costs are included in compensation and operating expenses in our consolidated statement of earnings.

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5. Intangible Assets

The carrying amount of goodwill at June 30, 2026 and December 31, 2025 allocated by domestic and foreign operations is as follows (in millions):


	Brokerage		Risk Management		Corporate		Total
At June 30, 2026
United States	$	15,742	$	109	$	—	$	15,851
United Kingdom	3,491		148		—		3,639
Canada	606		—		—		606
Australia	630		247		—		877
New Zealand	221		8		—		229
Other foreign	1,794		13		17		1,824
Total goodwill	$	22,484	$	525	$	17	$	23,026
At December 31, 2025
United States	$	16,428	$	109	$	—	$	16,537
United Kingdom	2,889		142		—		3,031
Canada	628		—		—		628
Australia	591		238		—		829
New Zealand	225		8		—		233
Other foreign	1,317		—		18		1,335
Total goodwill	$	22,078	$	497	$	18	$	22,593

The changes in the carrying amount of goodwill for the six-month period ended June 30, 2026 are as follows (in millions):


	Brokerage		Risk Management		Corporate		Total
Balance as of December 31, 2025	$	22,078	$	497	$	18	$	22,593
Goodwill acquired during the period	340		24		—		364
Goodwill true-ups due to appraisals and other acquisition adjustments (see Note 3)	174		(1)		—		173

Foreign currency translation adjustments during the period	(108)		5		(1)		(104)
Balance as of June 30, 2026	$	22,484	$	525	$	17	$	23,026

Major classes of amortizable intangible assets at June 30, 2026 and December 31, 2025 consist of the following (in millions):


	June 30, 2026		December 31, 2025
Expiration lists	$	15,959	$	15,968
Accumulated amortization - expiration lists	(5,824)		(5,357)
	10,135		10,611
Non-compete agreements	137		125
Accumulated amortization - non-compete agreements	(104)		(98)
	33		27
Trade names	103		160
Accumulated amortization - trade names	(59)		(114)
	44		46
Net amortizable assets	$	10,212	$	10,684

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Estimated aggregate amortization expense for each of the next five years and thereafter is as follows (in millions):


2026 (remaining six months)	$	558
2027	1,092
2028	1,050
2029	992
2030	933
Thereafter	5,587
Total	$	10,212

6. Credit and Other Debt Agreements

The following is a summary of our corporate and other debt (in millions):


	June 30, 2026		December 31, 2025















Total Senior Notes	$	9,550	$	9,550

































Total Note Purchase Agreements	2,683		3,323

Credit Agreement	1,365		—







Total Premium Financing Debt Facility	134		226
Total corporate and other debt	13,732		13,099


Less unamortized debt acquisition costs and discount	(123)		(129)
Net corporate and other debt	$	13,609	$	12,970
The Senior Notes in the table above are registered by the Company with the Securities and Exchange Commission and are not guaranteed.

For details on the Credit and other debt agreements, please refer to Note 7 in our Annual Report on Form 10-K for the year ended December 31, 2025.

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

During June 2026, we used operating cash to fund the $175 million Series Q note maturity that had a fixed rate of 4.40% that was due June 2, 2026 and $150 million Series P note maturity that had a fixed rate of 4.36% that was due June 24, 2026.

The Senior Notes, Note Purchase Agreements, the Credit Agreement and the Premium Financing Debt Facility contain various financial covenants that require us to maintain specified financial ratios. We were in compliance with these covenants at June 30, 2026.

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7. Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share (in millions, except per share data):


	Three-month period ended June 30,				Six-month period ended June 30,
	2026		2025		2026		2025
Net earnings attributable to controlling interests	$	324	$	368	$	1,146	$	1,072
Weighted average number of common shares outstanding	256.7		256.2		256.9		255.5
Dilutive effect of stock options using the treasury stock method	2.0		4.2		2.4		4.4
Weighted average number of common and common equivalent shares outstanding	258.7		260.4		259.3		259.9
Basic net earnings per share	$	1.26	$	1.43	$	4.46	$	4.19
Diluted net earnings per share	$	1.25	$	1.40	$	4.41	$	4.12

Anti-dilutive stock-based awards of 4.5 million and 0.8 million shares were outstanding at the three-month periods ended June 30, 2026 and 2025, respectively, which were excluded in the computation of the dilutive effect of stock-based awards for the three-month periods then ended. Anti-dilutive stock-based awards of 3.7 million and 0.8 million shares were outstanding at the six-month periods ended June 30, 2026 and 2025, respectively, which were excluded in the computation of the dilutive effect of stock-based awards for the six-month periods then ended. These stock‑based awards were excluded from the computation because the exercise prices on these stock‑based awards were greater than the average market price of our common shares during the respective period, and therefore, would be anti‑dilutive to earnings per share under the treasury stock method.

8. Stock Option Plans

On May 10, 2022, stockholders approved the Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan (which we refer to as the LTIP). For details on the LTIP, please refer to Note 8 in our Annual Report on Form 10-K for the year ended December 31, 2025.

As of June 30, 2026, 1.5 million shares were available for restricted stock, restricted stock units, and performance unit awards settled with stock.

Stock option grants and compensation expense (in millions):


	Three-month period ended June 30				Six-month period ended June 30
	2026		2025		2026		2025
Grant date					March 1, 2026		March 1, 2025
Stock options granted	—		—		1.5		0.8
Stock option compensation expense	$	15	$	12	$	35	$	30

Stock option grants vest ratable over three years and expire seven years from the date of grant, or earlier in the event of certain employment terminations. Options granted to executive officers are not subject to forfeiture upon departure after attaining age 62.

Fair value of stock options at the date of grant is estimated using the Black-Scholes model with the following weighted average assumptions:

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	Six-month period ended June 30
	2026		2025
Expected dividend yield	1.2	%	0.8	%
Expected risk-free interest rate	3.6	%	4.1	%
Volatility	22.3	%	25.4	%
Expected life (in years)	5.5		5.5

The weighted average fair value per option for all options granted during the six-month periods ended June 30, 2026 and 2025, as determined on the grant date using the Black-Scholes option pricing model, was $54.96 and $98.27, respectively.

The following is a summary of our stock option activity and related information for 2026 (in millions, except exercise price and year data):


	Six-month period ended June 30, 2026
	Shares Under Option	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Beginning balance	6.7	$	177.48
Granted	1.5	228.20
Exercised	(0.6)	104.23
Forfeited or canceled	(0.2)	202.29
Ending balance	7.4	$	193.15	3.84	$	366
Exercisable at end of period	2.9	$	132.54	1.98	$	286
Ending unvested and expected to vest	4.0	$	232.15	5.02	$	77

Options with respect to 8.3 million shares (less any shares of restricted stock issued under the LTIP - see Note 10 to these unaudited consolidated financial statements) were available for grant under the LTIP at June 30, 2026.

The total intrinsic value of options exercised was $72 million and $216 million for the six-month periods ended June 30, 2026 and 2025, respectively. As of June 30, 2026, we had approximately $175 million of total unrecognized compensation expense related to nonvested options. We expect to recognize that cost over a weighted average period of approximately four years.

Options outstanding and exercisable at June 30, 2026 (in millions, except exercise price and year data):


					Options Outstanding				Options Exercisable
Range of Exercise Prices					Number Outstanding	Weighted Average Remaining Contractual Term (in years)	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$	86.17	—	$	86.17	0.7	0.70	$	86.17	0.7	$	86.17
127.90		—	127.90		1.0	1.71	127.90		1.0	127.90
156.85		—	156.85		0.7	2.59	156.85		0.4	156.85
158.56		—	161.14		0.8	2.71	158.59		0.5	158.59
177.09		—	202.13		1.0	3.71	177.73		0.3	177.77
228.20		—	228.20		1.5	6.68	228.20		—	—
238.88		—	243.54		0.9	4.67	243.54		—	—
337.74		—	347.44		0.8	5.68	337.75		—	—
$	86.17	—	$	347.44	7.4	3.84	$	193.15	2.9	$	132.54

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9. Deferred Compensation

We have a Deferred Equity Participation Plan (which we refer to as the DEPP), a non-qualified plan that provides distributions to certain key executives when they reach age 62 (or the one-year grant anniversary for participants over age 61) or upon later actual retirement, and distributions to certain production staff on a vesting schedule. For details on the DEPP, please refer to Note 9 in our Annual Report on Form 10-K for the year ended December 31, 2025.

Deferred equity participation plan activity (in millions):


	Three-month period ended June 30				Six-month period ended June 30
Awards and Compensation Expense	2026		2025		2026		2025
DEPP awards approved and contributed to rabbi trust	$	—	$	—	$	25	$	24
DEPP compensation expense recognized	6		5		11		9


DEPP distributions	$	10	$	6	$	24	$	17

We also have a Deferred Cash Participation Plan (which we refer to as the DCPP), a non-qualified plan for certain key employees, other than executive officers, generally providing for vesting and/or distributions no sooner than five years from the award date. For details on the DCPP, please refer to Note 9 of our Annual Report on Form 10-K for the year ended December 31, 2025.

Deferred cash participation plan activity (in millions):


	Three-month period ended June 30				Six-month period ended June 30
	2026		2025		2026		2025
DCPP awards approved and contributed to rabbi trust	$	—	$	—	$	6	$	8
DCPP compensation expense recognized	4		2		8		7
DCPP distributions	$	6	$	—	$	17	$	23

At June 30, 2026 and December 31, 2025, we recorded $132 million (related to 2.1 million shares) and $81 million (related to 1.8 million shares), respectively, of unearned deferred compensation as a reduction of capital in excess of par value. Total intrinsic value of our unvested equity-based awards at June 30, 2026 and December 31, 2025 was $474 million and $475 million, respectively.

10. Restricted Stock and Performance Share Awards

Restricted Stock Awards

Under the LTIP (see Note 8), restricted stock or restricted stock units may be granted to officers, employees and non-employee directors subject to attainment of performance measures over an established performance period as determined by the compensation committee. Stock awards and related dividend equivalents are non-transferable and subject to forfeiture if employment is not maintained during the restriction period or performance measures are not attained. Restricted stock units may be settled in shares, cash, or a combination thereof; holders have no stockholder rights prior to settlement.

The maximum number of shares for restricted stock, restricted stock units and performance unit awards is 4.0 million. At June 30, 2026, 1.5 million shares remained available.

Restricted stock units activity under the LTIP (in millions):

- 21 -


	Three-month period ended June 30				Six-month period ended June 30
	2026		2025		2026		2025
Restricted stock units granted	—		—		0.5		0.3
Aggregate grant-date fair value	$	—	$	—	$	115	$	94
Compensation expense recognized	27		16		53		29
Intrinsic value of unvested restricted stock units (end of period)					585		593
Distributions	—		1		54		112

In third quarter 2025 we granted employment inducement awards under NYSE Rule 303A.08 in connection with the AssuredPartners acquisition: (i) 341,700 restricted stock units ($100 million fair value) to former AssuredPartners employees with immediate vesting at closing, and (ii) 708,000 restricted stock units ($215 million fair value), vesting over a two to five year period commencing August 18, 2025 subject to employment with Gallagher.

Performance Share Awards

For details on how performance share awards are granted and distributed, please refer to Note 10 of our Form 10-K for the year ended December 31, 2025.

Performance share award activity under the LTIP (in millions):


	Three-month period ended June 30				Six-month period ended June 30
	2026		2025		2026		2025
Provisional performance share awards approved	—		—		0.1		0.1
Aggregate approval-date fair value	$	—	$	—	$	24	$	22
Compensation expense recognized	7		7		10		13
Intrinsic value of unvested performance share awards (end of period)					70		104
Distributions	—		—		24		36

11. Derivatives and Hedging Activity

We are exposed to market risks, including changes in foreign currency exchange rates and interest rates. To manage the risk related to these exposures, we enter into various derivative instruments that reduce these risks by creating offsetting exposures. We generally do not enter into derivative transactions for trading or speculative purposes.

Foreign Exchange Risk Management

We are exposed to foreign exchange risk when we earn revenues, pay expenses, or enter into monetary intercompany transfers denominated in a currency that differs from our functional currency, or other transactions that are denominated in a currency other than our functional currency. We use foreign exchange derivatives, typically forward contracts and options, to reduce our overall exposure to the effects of currency fluctuations on cash flows. These exposures are hedged, on average, for less than three years. During the six-month periods ended June 30, 2026 and 2025, $6 million and $7 million related to foreign currency translation were reclassified from accumulated other comprehensive loss to the statement of earnings.

Interest Rate Risk Management

We enter into various long-term debt agreements. We use interest rate derivatives, typically swaps, to reduce our exposure to the effects of interest rate fluctuations on the forecasted interest rates for up to three years into the future.

We have not received or pledged any collateral related to derivative arrangements at June 30, 2026.

During the six-month periods ended June 30, 2026 and 2025, $6 million and $8 million of expense, respectively, related to the fair value of derivative investments, was reclassified from accumulated other comprehensive loss to the statement of earnings.

During the three-month period ended June 30, 2026, we settled approximately $11 million of interest rate contracts hedges with a notional value of $1,500 million that will be amortized into interest expense in future periods. On June 30, 2026, we had no outstanding interest rate hedges.

- 22 -

We estimate that approximately $9 million of pretax gain currently included within accumulated other comprehensive income will be reclassified into earnings in the next twelve months.

12. Commitments, Contingencies and Off-Balance Sheet Arrangements

In connection with our investing and operating activities, we have entered into certain contractual obligations and commitments. Our future minimum cash payments, including interest, associated with our contractual obligations pursuant to the Senior Notes, Note Purchase Agreements, Credit Agreement, Premium Financing Debt Facility, operating leases and purchase obligations at June 30, 2026 were as follows (in millions):


	Payments Due by Period
Contractual Obligations	2026		2027		2028		2029		2030		Thereafter		Total
Senior Notes	$	—	$	750	$	—	$	750	$	—	$	8,050	$	9,550
Note Purchase Agreements	—		478		200		350		466		1,189		2,683
Credit Agreement	1,365		—		—		—		—		—		1,365
Premium Financing Debt Facility	134		—		—		—		—		—		134
Interest on debt	298		593		539		529		473		6,117		8,549
Total debt obligations	1,797		1,821		739		1,629		939		15,356		22,281
Operating lease obligations	74		149		116		88		77		194		698
Less sublease arrangements	(2)		(2)		(2)		(1)		—		—		(7)
Outstanding purchase obligations	136		260		108		69		35		64		672
Total contractual obligations	$	2,005	$	2,228	$	961	$	1,785	$	1,051	$	15,614	$	23,644

The amounts presented in the table above may not necessarily reflect our actual future cash funding requirements, because the actual timing of the future payments made may vary from the stated contractual obligation.

For details on the nature of Commitments, Contingencies and Off-Balance Sheet Arrangements please refer to Note 15 of our Annual Report on Form 10-K for the year ended December 31, 2025.

Off-Balance Sheet Commitments - Our total unrecorded commitments associated with outstanding letters of credit, financial guarantees and funding commitments as of June 30, 2026 were as follows (in millions):


	Amount of Commitment Expiration by Period												Total Amounts Committed
Off-Balance Sheet Commitments	2026		2027		2028		2029		2030		Thereafter
Letters of credit	$	—	$	—	$	—	$	—	$	—	$	2	$	2
Financial guarantees	—		—		—		—		—		48		48
Total commitments	$	—	$	—	$	—	$	—	$	—	$	50	$	50

Litigation, Regulatory and Taxation Matters - We routinely are involved in legal proceedings, claims, disputes, regulatory matters and governmental inspections or investigations arising in the ordinary course of or incidental to our business, including E&O claims and those noted below in this section. We record accruals in the unaudited consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. For the matters we disclose that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible or is immaterial, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies, unless disclosed below. We currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations or cash flows. However, legal proceedings and government investigations are subject to inherent uncertainties, and unfavorable rulings or other adverse events could occur, including the payment of substantial monetary damages or an injunction or other order prohibiting us from selling one or more products at all or in particular ways, precluding particular business practices or requiring other remedies, which may result in a material adverse impact on our business, results of operations or financial position.

As previously disclosed, our IRC 831(b) (or “micro-captive”) advisory services business has been under a promoter investigation by the IRS since 2013. Among other matters, the IRS is investigating whether we have been acting as a tax shelter promoter in connection with these operations. Additionally, the IRS is conducting a criminal investigation related to

- 23 -

IRC 831(b) micro-captive underwriting enterprises. We have been advised that we are not a target of the criminal investigation. We are fully cooperating with both matters.

Contingent Liabilities - The contingent liabilities at June 30, 2026 are not material and have not changed materially since the filing of the Annual Report on Form 10-K for the year ended December 31, 2025.

13. Supplemental Disclosures of Cash Flow Information


	Six-month period ended June 30
Supplemental disclosures of cash flow information (in millions):	2026		2025
Interest paid	$	334	$	224
Income taxes paid, net	217		206

The following is a reconciliation of our end of period cash, cash equivalents, restricted cash and fiduciary cash balances as presented in the consolidated statement of cash flows for the six-month periods ended June 30, 2026 and 2025 (in millions):


	June 30,
	2026		2025
Cash and cash equivalents - non-restricted cash	$	1,137	$	14,069
Cash and cash equivalents - restricted cash	249		231
Total cash and cash equivalents	1,386		14,300
Fiduciary cash	7,947		6,507
Total cash, cash equivalents, restricted cash and fiduciary cash	$	9,333	$	20,807

Total cash and cash equivalents, restricted cash and fiduciary cash at June 30, 2026 and June 30, 2025, include $3,490 million and $15,048 million, respectively, of income earning money market accounts. The decrease in cash invested in money market accounts between years is primarily due to the proceeds received from the AssuredPartners Financing ($13.5 billion) and proceeds received in January 2025 from the exercise by the underwriters of the overallotment provision related to the follow-on-common stock offering ($1.3 billion) which was used to fund the acquisition of AssuredPartners that closed on August 18, 2025. Please refer to Note 3 of our Form 10-K for the year ended December 31, 2025 for more information regarding the AssuredPartners Financing. The dividend income on money market accounts was recorded in interest income, premium finance and other income in our consolidated statement of earnings, which decreased $296 million during the six-month period ended June 30, 2026 to $184 million for the period ended June 30, 2026 compared to $480 million for the period ended June 30, 2025.

We have a qualified contributory savings and thrift 401(k) plan covering the majority of our domestic employees. For eligible employees who have met the plan’s age and service requirements to receive matching contributions, we historically have matched 100% of pretax and Roth elective deferrals up to a maximum of 5.0% of eligible compensation, subject to federal limits on plan contributions and not in excess of the maximum amount deductible for federal income tax purposes. Beginning in 2021, the amount matched by the Company will be discretionary and annually determined by management. Employees must be employed and eligible for the plan on the last day of the plan year to receive a matching contribution, subject to certain exceptions enumerated in the plan document. Matching contributions are subject to a five-year graduated vesting schedule and can be funded in cash or the common stock of the Company. We expensed (net of plan forfeitures) $86 million and $60 million related to the plan in the six-month periods ended June 30, 2026 and 2025, respectively. During 2025, our management authorized the 5.0% employer matching contribution on eligible compensation to the 401(k) plan for the 2025 plan year to be funded with our common stock, which was funded in February 2026. During 2024, our management authorized the 5.0% employer matching contribution on eligible compensation to the 401(k) plan for the 2024 plan year to be funded with our common stock, which was funded in February 2025.

In 2025, we initiated a process to fully terminate our defined pension benefit plan. In fourth quarter 2025, substantially all of the future obligations under the plan were settled through a combination of lump sum payments to eligible, electing participants and a transfer of the remaining liability through the purchase of a group annuity contract to a highly-rated third-party insurance company. As of December 31, 2025, the only remaining obligations were payments to the Pension Benefit Guaranty Corporation (which we refer to as PBGC) for missing participants and the distribution of the surplus assets to plan participants. In fourth quarter 2025, we recognized a non-cash, pre-tax loss of approximately $16 million to operating expense in the consolidated statement of earnings that was offset by an approximate $12 million adjustment to

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consolidated statement of comprehensive earnings and a $4 million reversal of a deferred tax asset. In second quarter 2026, we completed the termination process related to our defined pension benefit plan and recognized a non-cash, pre-tax loss of approximately $17 million to operating expense in the consolidated statement of earnings. We did not make any additional funding to the plan related to this plan termination process.

14. Accumulated Other Comprehensive Loss

The after-tax components of our accumulated other comprehensive loss attributable to controlling interests consist of the following (in millions):


	Pension Liability		Foreign Currency Translation		Fair Value of Derivative Investments		Accumulated Comprehensive Loss
Balance as of December 31, 2025	$	(23)	$	(602)	$	100	$	(525)
Net change in period	—		(154)		(15)		(169)
Balance as of June 30, 2026	$	(23)	$	(756)	$	85	$	(694)

The foreign currency translation during the six-month period ended June 30, 2026 relates to the net impact of changes in the value of the local currencies relative to the U.S. dollar for our operations in Australia, Canada, the Caribbean, India, New Zealand, the U.K. and other non-U.S. locations. The reporting currency for our financial statements is the U.S. dollar. Certain of our assets, liabilities, expenses and revenues are denominated in currencies other than the U.S. dollar, primarily the Australian dollar, British pound, Canadian dollar and New Zealand dollar. To prepare our unaudited consolidated financial statements, we must translate those assets, liabilities, expenses and revenues into U.S. dollars at the applicable exchange rates. Assets and liabilities of non-U.S. dollar functional currency operations are translated into U.S. dollars at end-of-period exchange rates while revenues, expenses and cash flows are translated at average monthly exchange rates over the period. Equity is translated at historical exchange rates and the resulting cumulative translation adjustments are included as a component of accumulated other comprehensive loss in the consolidated balance sheet. The net change in the foreign currency translation during the six-month period ended June 30, 2026 primarily relates to goodwill (see Note 5 for the impact on goodwill) and amortizable intangible assets held by operations with a non-U.S. dollar functional currency. See Note 11 for more information regarding derivative instruments.

15. Segment Information

We have three reportable segments: brokerage, risk management and corporate.

The brokerage segment is primarily comprised of our retail and wholesale insurance and reinsurance brokerage operations. The brokerage segment (which comprises our retail property/casualty, wholesale, reinsurance, benefits and captive operations) generates revenues through commissions paid by underwriting enterprises and through fees charged to our clients. Our brokers, agents and administrators act as intermediaries between underwriting enterprises and our clients and we do not assume net underwriting risks.

The risk management segment provides contract claim settlement and administration services for commercial, nonprofit, captive and public sector entities, and various organizations that choose to self-insure some or all of their property/casualty coverages and for underwriting enterprises that choose to outsource some or all of their property/casualty claims departments. These operations also provide claims management, loss control consulting and insurance property appraisal services. Revenues are principally generated on a negotiated per-claim or per-service fee basis. Our risk management segment also provides risk management consulting services that are recognized as the services are delivered.

Revenues in the corporate segment consist of other income related to the run-off of clean energy and legacy investments. In addition, the corporate segment reports the financial information related to our debt, external acquisition-related expenses, other corporate costs and the impact of foreign currency remeasurements.

Allocations of interest income and certain expenses are based on reasonable assumptions and estimates primarily using revenue, headcount and other information. We allocate the provision for income taxes to the brokerage and risk management segments using the local country statutory rates. Reported operating results by segment would change if different methods were applied.

Our Chief Operating Decision Maker (which we refer to as CODM), who is our Chairman and Chief Executive Officer, analyzes and evaluates the operating performance of the three reportable segments presented below. We have disclosed for each reportable segment the significant expense categories that are reviewed by the CODM and there are no additional significant expenses within the expense categories presented in the tables below. The key areas of focus by the CODM for allocation of resources are revenues from each reportable segment, as well as their compensation and operating expenses.

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Financial information relating to our segments for the three and six-month periods ended June 30, 2026 and 2025 as follows (in millions):


Three-Month Period Ended June 30, 2026	Brokerage		Risk Management		Corporate		Total
Revenues:
Commissions	$	2,442	$	—	$	—	$	2,442
Fees	738		445		—		1,183
Supplemental revenues	141		—		—		141
Contingent revenues	91		—		—		91
Interest income, premium finance revenues and other income (loss)	90		8		—		98
Revenues before reimbursements	3,502		453		—		3,955
Reimbursements	—		48		—		48
Total revenues	3,502		501		—		4,003
Compensation	2,017		274		39		2,330
Operating	537		83		59		679
Reimbursements	—		48		—		48
Interest	—		—		168		168
Depreciation	45		10		2		57
Amortization	294		7		—		301
Change in estimated acquisition earnout payables	5		1		—		6
Total expenses	2,898		423		268		3,589
Earnings (loss) before income taxes	604		78		(268)		414
Provision (benefit) for income taxes	154		21		(85)		90
Net earnings (loss)	450		57		(183)		324
Net earnings attributable to noncontrolling interests	—		—		—		—
Net earnings (loss) attributable to controlling interests	$	450	$	57	$	(183)	$	324
Net foreign exchange loss	$	1	$	—	$	1	$	2
Revenues:
United States	$	2,305	$	393	$	—	$	2,698
United Kingdom	686		30		—		716
Australia	111		71		—		182
Canada	102		3		—		105
New Zealand	60		—		—		60
Other foreign	238		4		—		242
Total revenues	$	3,502	$	501	$	—	$	4,003

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Six-Month Period Ended June 30, 2026	Brokerage		Risk Management		Corporate		Total
Revenues:
Commissions	$	5,565	$	—	$	—	$	5,565
Fees	1,530		865		—		2,395
Supplemental revenues	321		—		—		321
Contingent revenues	206		—		—		206
Interest income, premium finance revenues and other income	173		16		(5)		184
Revenues before reimbursements	7,795		881		(5)		8,671
Reimbursements	—		90		—		90
Total revenues	7,795		971		(5)		8,761
Compensation	4,228		538		80		4,846
Operating	1,057		161		104		1,322
Reimbursements	—		90		—		90
Interest	—		—		326		326
Depreciation	94		20		4		118
Amortization	565		14		—		579
Change in estimated acquisition earnout payables	21		2		—		23
Total expenses	5,965		825		514		7,304
Earnings (loss) before income taxes	1,830		146		(519)		1,457
Provision (benefit) for income taxes	467		39		(196)		310
Net earnings (loss)	1,363		107		(323)		1,147
Net earnings attributable to noncontrolling interests	1		—		—		1
Net earnings (loss) attributable to controlling interests	$	1,362	$	107	$	(323)	$	1,146
Net foreign exchange (gain) loss	$	3	$	—	$	(5)	$	(2)
Revenues:
United States	$	5,260	$	760	$	(5)	$	6,015
United Kingdom	1,431		60		—		1,491
Australia	190		138		—		328
Canada	193		5		—		198
New Zealand	102		—		—		102
Other foreign	619		8		—		627
Total revenues	$	7,795	$	971	$	(5)	$	8,761
At June 30, 2026
Identifiable assets:
United States	$	41,866	$	1,413	$	2,404	$	45,683
United Kingdom	20,137		442		—		20,579
Australia	2,162		476		—		2,638
Canada	1,808		8		—		1,816
New Zealand	785		7		—		792
Other foreign	10,102		41		157		10,300
Total identifiable assets	$	76,860	$	2,387	$	2,561	$	81,808
Goodwill - net	$	22,484	$	525	$	17	$	23,026
Amortizable intangible assets - net	10,002		210		—		10,212

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Three-Month Period Ended June 30, 2025	Brokerage		Risk Management		Corporate		Total
Revenues:
Commissions	$	1,808	$	—	$	—	$	1,808
Fees	579		383		—		962
Supplemental revenues	103		—		—		103
Contingent revenues	73		—		—		73
Interest income, premium finance revenues and other income	224		9		—		233
Revenues before reimbursements	2,787		392		—		3,179
Reimbursements	—		43		—		43
Total revenues	2,787		435		—		3,222
Compensation	1,526		244		34		1,804
Operating	369		73		77		519
Reimbursements	—		43		—		43
Interest	—		—		158		158
Depreciation	38		10		2		50
Amortization	174		6		—		180
Change in estimated acquisition earnout payables	(6)		1		—		(5)
Total expenses	2,101		377		271		2,749
Earnings (loss) before income taxes	686		58		(271)		473
Provision (benefit) for income taxes	176		15		(86)		105
Net earnings (loss)	510		43		(185)		368
Net earnings attributable to noncontrolling interests	—		—		—		—
Net earnings (loss) attributable to controlling interests	$	510	$	43	$	(185)	$	368
Net foreign exchange loss	$	—	$	1	$	25	$	26
Revenues:							—
United States	$	1,704	$	344	$	—	$	2,048
United Kingdom	643		28		—		671
Australia	97		59		—		156
Canada	105		2		—		107
New Zealand	58		—		—		58
Other foreign	180		2		—		182
Total revenues	$	2,787	$	435	$	—	$	3,222

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Six-Month Period Ended June 30, 2025	Brokerage		Risk Management		Corporate		Total
Revenues:
Commissions	$	4,057	$	—	$	—	$	4,057
Fees	1,199		748		—		1,947
Supplemental revenues	217		—		—		217
Contingent revenues	166		—		—		166
Interest income, premium finance revenues and other income	462		18		—		480
Revenues before reimbursements	6,101		766		—		6,867
Reimbursements	—		82		—		82
Total revenues	6,101		848		—		6,949
Compensation	3,143		475		83		3,701
Operating	715		144		150		1,009
Reimbursements	—		82		—		82
Interest	—		—		316		316
Depreciation	71		20		4		95
Amortization	378		12		—		390
Change in estimated acquisition earnout payables	9		1		—		10
Total expenses	4,316		734		553		5,603
Earnings (loss) before income taxes	1,785		114		(553)		1,346
Provision (benefit) for income taxes	459		30		(220)		269
Net earnings (loss)	1,326		84		(333)		1,077
Net earnings attributable to noncontrolling interests	5		—		—		5
Net earnings (loss) attributable to controlling interests	$	1,321	$	84	$	(333)	$	1,072
Net foreign exchange loss	$	1	$	1	$	49	$	51
Revenues:
United States	$	3,835	$	676	$	—	$	4,511
United Kingdom	1,318		50		—		1,368
Australia	166		115		—		281
Canada	204		4		—		208
New Zealand	98		—		—		98
Other foreign	480		3		—		483
Total revenues	$	6,101	$	848	$	—	$	6,949
At June 30, 2025
Identifiable assets:
United States	$	26,335	$	1,143	$	15,234	$	42,712
United Kingdom	22,803		434		10		23,247
Australia	1,983		394		—		2,377
Canada	1,908		7		—		1,915
New Zealand	859		12		—		871
Other foreign	8,847		25		129		9,001
Total identifiable assets	$	62,735	$	2,015	$	15,373	$	80,123
Goodwill - net	$	13,283	$	439	$	18	$	13,740
Amortizable intangible assets - net	4,933		199		—		5,132

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