Marsh & McLennan Companies 10-K 2025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

Commission File No. 1-5998

Marsh & McLennan Companies, Inc.

(Exact name of registrant as specified in its charter)

1166 Avenue of the Americas

New York, New York 10036-2774

(Address of principal executive offices; Zip Code)

(212) 345-5000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting Company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting Company" in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

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. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

As of June 30, 2025, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was approximately $107,422,546,097 computed by reference to the closing price of such stock as reported on the New York Stock Exchange on June 30, 2025.

As of February 5, 2026, there were outstanding 484,124,253 shares of common stock, par value $1.00 per share, of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Marsh & McLennan Companies, Inc.’s Notice of Annual Meeting and Proxy Statement for the 2026 Annual Meeting of Stockholders (the "2026 Proxy Statement") are incorporated by reference in Part III of this Form 10-K.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future events or results, use words like "anticipate," "assume," "believe," "continue," "estimate," "expect," "intend," "plan," "project" and similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would".

Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Factors that could materially affect our future results include, among other things:

• the impact of geopolitical or macroeconomic conditions on us, our clients and the countries and industries in which we operate, including from multiple major wars and global conflicts, social unrest, tariffs or changes in trade policy, slower GDP growth or recession, fluctuations in foreign exchange rates, lower interest rates, capital markets volatility, inflation and changes in insurance premium rates;

• the impact from lawsuits or investigations arising from errors and omissions, breaches of fiduciary duty or other claims against us in our capacity as a broker or investment advisor, including claims related to our investment business’ ability to execute timely trades;

• the increasing prevalence of ransomware, supply chain and other forms of cyberattacks, and their potential to disrupt our operations or the operations of our third party vendors, and result in the disclosure of confidential client or company information;

• the financial and operational impact of complying with laws and regulations, including domestic and international sanctions regimes, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, U.K. Anti Bribery Act and cybersecurity, data privacy and artificial intelligence regulations;

• our ability to attract, retain and develop industry leading talent;

• our ability to compete effectively and adapt to competitive pressures in each of our businesses, including from disintermediation as well as technological change, digital disruption and other types of innovation such as artificial intelligence;

• our ability to manage potential conflicts of interest, including where our services to a client conflict, or are perceived to conflict, with the interests of another client or our own interests;

• our ability to fully realize the opportunities and efficiencies from the Thrive program, which focuses on our brand strategy, delivering greater value to clients, accelerating growth and improving efficiency;

• the regulatory, contractual and reputational risks that arise based on insurance placement activities and insurer revenue streams; and

• the impact of changes in tax laws, guidance and interpretations, such as the implementation of the Organization for Economic Cooperation and Development international tax framework, or the increasing number of challenges by tax authorities in the current global tax environment.

The factors identified above are not exhaustive. Further information concerning Marsh and its businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section in Part I, Item 1A of this report and the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section in Part II, Item 7 of this report. Marsh and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, we caution readers not to place undue reliance on any forward-looking statements, which are based only on information currently available to us and speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made.

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TABLE OF CONTENTS

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PART I

References in this report to "we", "us" and "our" are to Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company" or "Marsh"), unless the context otherwise requires. Effective January 14, 2026, we updated our brand name from Marsh McLennan to Marsh and the brand names of our Marsh and Oliver Wyman Group businesses to Marsh Risk and Marsh Management Consulting, respectively. References to the Company and its businesses in this report reflect these changes. Mercer and Guy Carpenter will continue to report under their current brands through a transition period.

GENERAL

Marsh is a global leader in risk, reinsurance and capital, people and investments, and management consulting, advising clients in 130 countries. With an annual revenue of $27 billion and more than 95,000 colleagues, Marsh helps build the confidence to thrive through the power of perspective.

The Company conducts business through two segments:

• Risk and Insurance Services**: risk management activities and insurance/reinsurance broking and services conducted through Marsh Risk and Guy Carpenter.

• Consulting**: health, wealth and career advice, solutions and products, and specialized management, strategic, economic and brand consulting services conducted through Mercer and Marsh Management Consulting.

We provide further details about our current segments below. Financial information about our segments is provided in our consolidated financial statements, which are included under Part II, Item 8 of this report.

OUR BUSINESSES

RISK AND INSURANCE SERVICES

This segment accounted for approximately 64% of the Company's total revenue in 2025 and employed around 55,700 colleagues globally. It includes Marsh Risk and Guy Carpenter.

MARSH RISK

Marsh Risk is the world's leading insurance broker and risk advisor, offering risk management, insurance broking, insurance program management, risk consulting, analytical modeling and alternative risk financing services to a wide range of businesses, government entities, professional service organizations and individuals in 130 countries. It employs approximately 52,000 colleagues and generated approximately 54% of the Company's total revenue in 2025.

Insurance Broking and Risk Advisory

Marsh Risk offers risk analysis, insurance program design, claims support and alternative risk strategies.

• Risk Management** supports clients’ worldwide risk issues, and Specialty supports clients who require advice in highly specialized industry and product areas.

• Corporate** serves middle-market clients globally and is also serviced through Marsh McLennan Agency (MMA).

◦Marsh McLennan Agency (MMA) provides business insurance, employee health and benefits, retirement and wealth management and private client insurance solutions to individuals and mid-market organizations. MMA advises on insurance program structure and market dynamics, along with industry expertise and transactional capability. Since its first acquisition in 2009, MMA has acquired more than 135 agencies. MMA also offers wealth and retirement products and services to clients.

• Commercial & Consumer** serves clients with less complex risks. This segment includes:

◦Victor Insurance Managers (Victor) serves as underwriting managers of professional liability, catastrophe and other specialty insurance programs worldwide.

◦Affinity focuses on insurance programs sold to insureds or vendors through a corporate sponsor using an affinity distribution model.

◦High net-worth individuals and family offices are served by MMA in the US and other Marsh personal lines businesses globally.

Additional Services: Marsh Risk also offers specialist advisory services through risk consulting, captive solutions and international placement. Outside the U.S., Mercer and Marsh Risk go to market together to provide health benefits brokerage and consulting services. Within the U.S. and Canada, Marsh Risk advises on health benefits brokerage and consulting services through MMA. Marsh Risk's Insurer Consulting Group (ICG) provides various services to insurance carriers.

GUY CARPENTER

Guy Carpenter, the Company’s reinsurance intermediary and advisor, provides specialized reinsurance broking, strategic advisory and actuarial services, and analytics solutions. It employs approximately 3,700 colleagues and generated approximately 10% of the Company's total revenue in 2025.

Reinsurance and Risk Management Services

Guy Carpenter creates and executes reinsurance and risk management solutions globally through risk assessment analytics, actuarial services and trading relationships with reinsurance markets.

As a broker, Guy Carpenter handles treaty and facultative reinsurance across various sectors and provides alternatives to traditional reinsurance, such as industry loss warranties and capital markets solutions.

GC Securities provides structuring and placement services in respect of insurance-linked securities, such as catastrophe bonds and sidecar vehicles, along with surplus notes. GC Capital & Advisory offers corporate finance solutions, including mergers and acquisitions advice and capital raising, which complement Guy Carpenter's larger capabilities. GC Securities and GC Capital & Advisory are both divisions of MMC Securities LLC.

Reinsurance-related Services

Additionally, Guy Carpenter provides actuarial consulting, contract and claims management, and portfolio analysis, helping clients understand uncertainties and make critical decisions in areas such as reinsurance utilization and capital adequacy.

Compensation for Services in Risk and Insurance Services

Marsh Risk and Guy Carpenter are compensated for brokerage and consulting services through commissions and fees. Commission rates and fees vary in amount and depend on coverage provided, the insurer or reinsurer selected, and the capacity in which the broker acts and negotiates with clients. Marsh Risk also receives other compensation from insurance companies, which includes payments for consulting and analytics services; compensation for administrative and other services (including fees for underwriting services and services related to the administration and management of quota shares, panels and other facilities); payments for participation in sponsorship programs; and contingent commissions, based on factors such as volume or profitability of Marsh Risk's placements, primarily driven by MMA and parts of Marsh Risk's international operations.

Marsh Risk and Guy Carpenter also receive interest income on certain funds (such as premiums and claims proceeds) held in a fiduciary capacity for others. For a more detailed discussion of revenue sources and factors affecting revenue in our Risk and Insurance Services segment, refer to Part II, Item 7 ("Management's Discussion and Analysis of Financial Condition and Results of Operations") of this report.

CONSULTING

This segment generated approximately 36% of the Company's total revenue in 2025 and employed around 29,100 colleagues globally, primarily through Mercer and Marsh Management Consulting.

MERCER

Mercer is a leading provider in delivering advice, solutions and products that help organizations meet the health, wealth and career needs of a changing workforce. It employs approximately 21,900 colleagues and generated approximately 23% of the Company's total revenue in 2025.

Mercer operates in the following areas:

• Health**: assisting employers in managing employee health programs, compliance and outsourcing benefits. Outside of the U.S., Mercer and Marsh Risk go to market together to provide health benefits brokerage and consulting services.

• Wealth**: providing actuarial, investment consulting and investment management services for clients’ retirement plans and other investment pools, managing approximately $692 billion in assets worldwide at December 31, 2025.

• Career**: advising on employee engagement, skill assessment, executive remuneration, HR effectiveness and M&A strategy utilizing proprietary data and tools.

MARSH MANAGEMENT CONSULTING

Marsh Management Consulting offers management consulting and advisory services across various industries through three industry-leading operating units. It employs over 7,200 colleagues and generated approximately 13% of the Company's total revenue in 2025.

Oliver Wyman includes the following specializations: Actuarial, AI Transformation, Climate and Sustainability, Customer Innovation and Growth, Finance, Risk and Restructuring, Mergers and Acquisitions and Performance Transformation.

Lippincott specializes in brand strategy and design.

NERA Economic Consulting provides economic analysis for complex business and legal issues.

Compensation for Services in Consulting

Marsh Management Consulting is primarily compensated through client fees. Mercer receives client fees and commissions and fees based on assets or members. In the majority of cases, Mercer's Health business is compensated through commissions for the placement of insurance contracts and supplemental compensation from insurers based on various factors as volume, growth of accounts, and total retention of accounts placed by Mercer. Mercer's investments business and certain of its administration services are compensated based on assets under administration or management or fee per member. For a majority of the Mercer-managed investment funds, revenue received from Mercer's investment management clients as sub-advisor fees is reported on a gross basis rather than on a net basis. For a more detailed discussion of revenue sources and factors affecting revenue in the Consulting segment, refer to Part II, Item 7 ("Management's Discussion and Analysis of Financial Condition and Results of Operations") of this report.

REGULATION

The Company's activities are subject to licensing requirements and extensive regulation under US federal and state laws, as well as laws of other countries in which the Company operates. Across most jurisdictions, we are subject to data privacy and data protection laws and regulations that apply to personal information, as well as cybersecurity laws and regulations and emerging laws and regulations related to artificial intelligence ("AI"). Additionally, we are subject to various financial crime laws and regulations through our activities of associated persons, the products and services we provide and our business and client relationships. Such laws and regulations relate to, among other areas, sanctions and export control, anti-bribery, anti-corruption, anti-money-laundering and counter-terrorist financing. In certain circumstances, we are also required to maintain operating funds primarily related to regulatory requirements outside the U.S. See Part I, Item 1A ("Risk Factors" below for a discussion of how actions by regulatory authorities or changes in legislation and regulation may have an adverse effect on our businesses and for more information about the laws and regulations related to data privacy, data protection, cybersecurity and AI and the associated risks to our businesses.

Risk and Insurance Services**.** All U.S. states and most foreign jurisdictions require insurance market intermediaries and related service providers (such as insurance brokers, agents and consultants, reinsurance brokers and managing general agents) to hold an individual or company license from a government agency or self-regulatory organization. Some jurisdictions issue licenses only to individual residents or locally owned business entities; in those instances, the Company may maintain arrangements with residents or business entities licensed to act in such jurisdiction. Such arrangements are subject to an internal review and approval process.

Licensing of reinsurance intermediaries is generally less rigorous compared to that of insurance brokers, and most jurisdictions require only corporate reinsurance intermediary licenses.

Our business is regulated by the Financial Conduct Authority ("FCA") in the U.K. The FCA licenses insurance and reinsurance intermediaries and evaluates related criteria such as professional competence, financial capacity and professional indemnity insurance requirements, as well as the broking of premium finance to consumers. It enforces prohibitions on anti-competitive behavior in financial services.

Insurance authorities in the U.S. and certain other jurisdictions, including the FCA in the U.K., have also enacted laws and regulations governing the investment of funds, such as premiums and claims proceeds, held in a fiduciary capacity for others. These laws and regulations provide for the segregation of these fiduciary funds and limit the types of investments that may be made with them; they generally apply to both the insurance and reinsurance business.

Other regulatory bodies, such as investment, securities, and futures licensing authorities, govern certain of the Company's Risk and Insurance services activities.

• MMC Securities LLC is a SEC registered broker-dealer and introducing broker used by Marsh Risk and Guy Carpenter in the U.S., primarily in connection with capital markets and other investment banking-related services relating to insurance-linked and alternative risk financing transactions. It is a member of the Financial Industry Regulatory Authority ("FINRA"), the National Futures Association and the Securities Investor Protection Corporation ("SIPC”).

• MMA Securities LLC is a SEC-registered broker-dealer and investment adviser used by Marsh Risk in the U.S. that provides investment advisory and consulting services to employee-sponsored retirement plans. It is a member of FINRA, SIPC and the Municipal Securities Rulemaking Board ("MSRB").

• MMA Asset Management LLC is a SEC-registered investment advisor used primarily in connection with retirement and wealth management.

• Precept Advisory Group LLC is a SEC-registered investment advisor providing investment advisory and consulting services to employee-sponsored retirement plans.

• MMC Securities Limited is authorized and regulated by the FCA to provide advice on securities and investments in the U.K.

• MMC Securities (Ireland) Limited is authorized and regulated by the Central Bank of Ireland and used by Guy Carpenter to place certain securities and investments in the European Economic Area.

MMC Securities LLC, MMC Securities Limited, MMC Securities (Ireland) Limited, MMA Securities LLC, Precept Advisory Group LLC and MMA Asset Management LLC are indirect, wholly-owned subsidiaries of Marsh & McLennan Companies, Inc.

MMA's health brokerage and consulting business and wealth and retirement business are subject to the similar regulatory regimes for Mercer's Health and Investments business, as described in more detail below.

Consulting*.* Mercer's retirement consulting and investment services are subject to pension law and financial regulation. In certain countries, Mercer relies on licensed colleagues or registered legal entities to engage in these services or uses other Marsh entities or third parties. Mercer’s trustee services, investment services (including advice to persons, institutions and other entities on the investment of pension assets and assumption of discretionary investment management responsibilities) and retirement and employee benefit program administrative services provided by Mercer and its subsidiaries and affiliates may be subject to investment and securities regulations, including (but not limited to) regulations imposed or enforced by the Securities and Exchange Commission (SEC) and the U.S. Department of Labor, the Ontario Securities Commission, the FCA, the Central Bank of Ireland, the Australian Prudential Regulation Authority and the Australian Securities and Investments Commission.

• Mercer Investments LLC is a registered investment advisor which consolidates the activities of Mercer’s affiliated investment adviser entities in the U.S.

• Mercer Trust Company is a limited-purpose New Hampshire chartered trust bank that provides services for certain clients of Mercer’s investment management business in the U.S.

Mercer’s benefits insurance consulting and brokerage services are subject to the same licensing requirements and regulatory oversight as the insurance market intermediaries described above regarding our Risk and Insurance businesses. Depending on the client and services rendered, Mercer may also be subject to direct oversight by the Department of Health and Human Services and other federal agencies in the U.S. Mercer

provides annuity buy-out advice that is subject to regulations (for example, in the U.S., state insurance licensing regulations and ERISA). Mercer uses the services of MMC Securities LLC to provide certain services, including executive benefit and compensation services and securities dealing services.

FATCA**.** Regulations promulgated by the U.S. Treasury Department pursuant to the Foreign Account Tax Compliance Act and related legislation (FATCA) require the Company to take various measures relating to non-U.S. funds, transactions and accounts. The regulations impose certain client financial account obligations on Mercer and MMA relating to non-U.S. financial institution and insurance clients.

COMPETITIVE CONDITIONS

The Company faces intense competition across all its businesses, from providers of similar services to competition from third parties in identifying acquisition targets. Competition is based on service sophistication, range, quality, and cost. Attracting and retaining qualified colleagues is also highly competitive and competition for talent continues to intensify. The landscape varies across geographies, industries, and market segments, as detailed in "Risks Relating to the Company Generally — Competitive Risks" in Part I, Item 1A.

In insurance and reinsurance, the Company encounters strong competition from other insurance and reinsurance brokerage firms operating on a global, regional, national or local scale, from independent insurance and reinsurance companies that market, distribute and service their products without the assistance of brokers and from other businesses, including commercial and investment banks, consultants, and online platforms, to traditional insurance brokerage services. The entry of third-party capital providers and clients opting for self-insurance or direct coverage further intensifies competition. Certain insureds and groups of insureds have established programs of self-insurance as a supplement or alternative to purchasing traditional third-party insurance placements. Certain insureds also obtain coverage directly from insurance providers. Managing general agents, affinity programs, and private client services also compete with the Company's offerings.

The consulting business faces competition from global, regional and local firms, including independent consulting, broking and outsourcing firms affiliated with accounting, technology and financial services and new entrants utilizing generative AI. Mercer’s Health division competes with insurers and non-traditional entrants, such as consumer businesses and digital consultancies. Its investment services face competition from investment consulting firms, asset managers, and financial institutions, with some clients choosing to manage services provided by Mercer and Marsh Management Consulting internally.

Segmentation of Activity by Type of Service and Geographic Area of Operation.

Financial information relating to the types of services provided by the Company and the geographic areas of its operations is incorporated herein by reference to Note 17, Segment Information, in the notes to the consolidated financial statements included under Part II, Item 8 of this report.

HUMAN CAPITAL

We believe the health of our business relies on the strength of our workforce, embodied by our Colleague Value Proposition: You can be your best here. This statement captures the unique experience offered to our current and prospective colleagues, drawing inspiration from the voices of our own colleagues. It is embodied in our key pillars: Impact, Leadership, Culture, Career, and Rewards, all of which support our shared purpose: "We build the confidence to thrive through the power of perspective."

Our People. As of December 31, 2025, the Company and its consolidated subsidiaries employed more than 95,000 colleagues worldwide, including approximately 55,700 in Risk and Insurance Services and 29,100 in Consulting.

People Leadership and Governance. The Chief People Officer leads our people strategy, focusing on talent attraction, development and engagement. This includes attracting, recruiting, hiring, developing and engaging talent and designing colleague total rewards programs. The Chief People Officer also leads our approach to inclusion. Our Business Responsibility Committee and Compensation Committee of the Board of Directors have oversight responsibility for various aspects of the Company’s human capital management and are regularly updated by the Chief People Officer.

Talent & Culture. Our Company’s greatest strength is the collective talent of our people. We support talent development through regular discussions, career development workshops, Global Learning Day events and our AI Academies to enable all colleagues to advance their skills. Since the launch of our AI Academy in August 2024,

more than 46,000 colleagues have received their AI Academy credentials. In July 2025, we also launched the leadership Mindset Academy, with nearly 15,000 colleagues having completed the program with the aim of enhancing their leadership skills at every stage of their career. We also delivered more than 400 in-person and virtual workshops, aimed at strengthening professional and client skills, people management and leadership capabilities. Our two Global Learning Days brought more than 100 learning experiences to approximately 20,000 attendees across the organization. Since 2011, we have conducted annual colleague surveys to gauge satisfaction and identify areas for improvement. In 2025, we aligned the question set to our Colleague Value Proposition and expanded people manager access to the survey results.

Health and Well-being. We are committed to a comprehensive colleague value proposition that places colleagues’ health, well-being and work-life balance at its center. Our program provides market-competitive medical and core health coverage, supported by time-off policies aligned with best practices, including an annual paid volunteer day to foster community engagement. Colleagues have access to personalized mental-health resources and 24/7 confidential counseling, ensuring timely and confidential support. In addition, our critical-incident response capability delivers coordinated, rapid assistance to colleagues affected by emergencies or disasters, with regional support tailored to local needs.

Total Rewards. We offer our colleagues rewards designed to be competitive in the market, attract and retain highly talented individuals, and recognize their performance and contributions. Base pay is one component. We further encourage performance that aligns with the Company’s interests by awarding discretionary incentives to eligible colleagues. These incentives, including annual bonuses, sales incentives and long-term incentives, are awarded to colleagues who have a significant impact on our success. Our total rewards also include health and retirement benefits, as well as savings and stock investment plans in most jurisdictions.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are appointed annually by the Board of Directors. As of February 9, 2026 the executive officers are:

Paul Beswick, age 51, is Senior Vice President and Global Chief Information and Operations Officer (CIOO) of Marsh. As CIOO, Mr. Beswick leads the Business and Client Services team and oversees Marsh's global Operations and Technology teams. Prior to assuming this expanded role in January 2025, Mr. Beswick served as Chief Information Officer from 2021 to 2025. He was previously a Partner and Global Head of Oliver Wyman Labs and the Digital Practice at Oliver Wyman where he worked in various sectors, including financial services, retail, transportation, telecoms, and consumer goods. Before this, Mr. Beswick headed Oliver Wyman's North American Retail Practice.

Katherine J. Brennan, age 47, is Senior Vice President and General Counsel of Marsh. In this role, she leads Marsh’s global legal, compliance and public affairs function, as well as its sustainability efforts. Ms. Brennan has held several legal and compliance leadership roles at the Company, serving most recently as General Counsel of Marsh Risk from 2021 to 2022. She also served as Deputy General Counsel, Corporate Secretary and Chief Compliance Officer for Marsh from 2017 to 2021, and prior to that, as General Counsel of Guy Carpenter. Ms. Brennan currently serves on the Board of the Red Cross of Greater New York.

John Q. Doyle, age 62, is President and Chief Executive Officer of Marsh. Previously, from 2021 to 2022, he served as Group President and Chief Operating Officer, responsible for the strategy and operational objectives of the Company’s four global businesses. He joined in 2016 as President of Marsh Risk, which he subsequently led as President and CEO from 2017 to 2021. Mr. Doyle has 40 years of leadership experience in professional and financial services. He began his career at AIG, where he held several executive-level positions. Mr. Doyle serves as the Chairman of the United States Treasury’s Federal Advisory Committee on Insurance, as a member of the Business Roundtable, on the Board of Directors of the Partnership for New York City and on the Board of Overseers of the Maurice R. Greenberg School of Risk Management, Insurance and Actuarial Science at St. John’s University. He is a Trustee of the Inner-City Scholarship Fund, and a member of the Board of the New York Police and Fire Widows’ and Children’s Benefit Fund.

Carmen Fernandez, age 52, is Senior Vice President and Chief People Officer for Marsh. Prior to her appointment as Chief People Officer in January 2021, Ms. Fernandez held positions within the Company for 15 years, most recently Deputy CHRO, CHRO of Guy Carpenter, and HR leadership roles at Mercer, including North America HR Leader, Global HR Leader for the Career business and Chief of Staff in the Office of the CEO. Before joining Marsh, Ms. Fernandez worked in investment banking at Goldman Sachs and Bank of America. She began her career as a consultant with PricewaterhouseCoopers.

John Jones, age 54, is Chief Marketing and Communications Officer of Marsh. Previously, he served as Chief Marketing and Communications Officer of Marsh Risk from 2018 to 2022. Mr. Jones joined the firm in 2016 as Senior Vice President of Business Planning, leading strategic planning and global growth initiatives. Prior to that, Mr. Jones was senior vice president of commercial marketing and strategy for AIG and has more than 25 years of marketing, communications and strategy experience.

Dean Klisura, age 62, is President and Chief Executive Officer of Guy Carpenter, and serves as Vice Chair of Marsh. Prior to assuming this role in January 2022, he was President of Guy Carpenter, overseeing the North America, International, Specialty and Global Analytics & Advisory business units. Previously, Mr. Klisura was President of Marsh Risk Global Placement and Advisory Services, leading property and casualty placement activities globally, as well as leading Bowring Marsh, the Insurer Consulting Group, and Marsh Risk Consulting. He joined Marsh Risk in 1993 and held several key global leadership roles, including President of Global Specialties.

Mark McGivney, age 58, is Senior Vice President and Chief Financial Officer of Marsh. Prior to assuming this role in January 2016, Mr. McGivney held several senior financial management positions since joining the Company in 2007. Most recently, he was Senior Vice President, Corporate Finance of Marsh, and was responsible for leading and directing the Company’s Corporate Development, Treasury and Investor Relations functions from 2014 to 2016. Prior to that, he served as Chief Financial Officer of Marsh Risk, and Chief Financial Officer and Chief Operating Officer of Mercer. His experience prior to joining Marsh included senior finance positions at The Hanover Insurance Group as well as positions at Merrill Lynch and PricewaterhouseCoopers.

Martin South, age 61, is President and Chief Executive Officer of Marsh Risk. He assumed his current role in January 2022 and oversees all of Marsh Risk’s businesses and operations globally. He also serves as Vice Chair of Marsh. Mr. South joined the Company for the first time in 1985 with Bowring Marsh. His industry experience includes senior leadership roles at Zurich Financial Services, where he was a member of the Group Management Board, responsible for all of Zurich’s operations outside of North America and Europe, and CEO of Zurich’s London operations. Since rejoining the Company in 2007, Mr. South has served as CEO of Marsh Risk’s Asia-Pacific region, CEO of Marsh Risk U.K. and Ireland, CEO of Marsh Europe and CEO of Marsh Risk U.S. and Canada.

Nicholas Studer, age 52, is Chief Executive Officer of Marsh Management Consulting and Vice Chair of Marsh. He assumed his current role in July 2021. Mr. Studer was the Managing Partner of the Consumer, Industrial and Services Practice Group from 2017 to 2021, before becoming Managing Partner of Oliver Wyman in 2021. He has held many senior positions at Oliver Wyman, including Managing Partner of the Financial Services Practice Group, Head of the European Finance and Risk Practice and Global Head of the Corporate and Institutional Banking practice. He has over 25 years of consulting experience in the U.K., Continental Europe, and North America. Mr. Studer was a founding Director of TheCityUK, a founding advisory board member of the FICC Markets Standards Board and was a member of the Sustainable Markets Initiative.

Pat Tomlinson, age 55, is President and Chief Executive Officer of Mercer and Vice Chair of Marsh, a position he assumed in April 2024. He also serves as CEO of Marsh U.S. and Canada, with responsibility for leading across businesses to address clients’ increasingly interconnected risk, strategy and people challenges. From 2020 to 2024, Mr. Tomlinson was Mercer's President of U.S. and Canada. Prior to that, he served a business leader in Mercer's U.S. and Canada region, leading the U.S. East Market from 2017 to 2020 and leading the U.S. and Canada Career business from 2014 to 2017. Prior to joining Mercer in 2014, he spent 17 years with Aon and served as an officer in the U.S. Army.

The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934. In accordance with the Exchange Act, the Company files with, or furnishes to, the SEC its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statement for its annual shareholders' meeting. The Company makes these reports and any amendments to these reports available free of charge through its website, www.corporate.marsh.com, as soon as reasonably practicable after they are filed with or furnished to the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers, like the Company, that file electronically with the SEC.

The Company also posts certain governance and other information for investors on its website.

The Company encourages investors to visit these websites from time to time, as information is updated and new information is posted. Website references in this report are provided as a convenience and do not constitute, and should not be viewed as, incorporation by reference of the information contained on, or available through, the websites. Therefore, such information should not be considered part of this report.

You should consider the risks described below in conjunction with the other information presented in this report. These risks have the potential to materially adversely affect the Company's business, results of operations or financial condition.

SUMMARY RISK FACTORS

Some of the factors that could materially and adversely affect our business, financial condition, results of operations or prospects, include the following:

• Our results of operations and investments could be adversely affected by geopolitical or macroeconomic conditions;

• We are subject to significant uninsured exposures arising from errors and omissions, breach of fiduciary duty and other claims;

• We cannot guarantee that we are or will be in compliance with all current and potentially applicable U.S. federal and state or foreign laws and regulations, and actions by regulatory authorities or changes in legislation and regulation in the jurisdictions in which we operate could have a material adverse effect on our business;

• Our business or reputation could be harmed by our reliance on third-party providers or introducers;

• We may not be able to effectively identify and manage actual and apparent conflicts of interest;

• We could incur significant liability or our reputation could be damaged if our information systems are breached or we otherwise fail to protect client or Company data or information systems;

• The costs to comply with, or our failure to comply with, U.S. and foreign laws related to privacy, data security and data protection, such as the EU's General Data Protection Regulation (GDPR) and the California Consumer Privacy Act, as amended by the California Privacy Rights Act, (CCPA), Australia's CPS 234, as well as emerging AI-related laws such as the EU's AI Act, could adversely affect our financial condition, operating results and our reputation;

• Our business performance and growth plans could be negatively affected if we are not able to develop and implement improvements in technology or respond effectively to the threat of digital disruption and other technological change such as AI;

• The loss of members of our senior management team or other key colleagues, or if we are unsuccessful in our efforts to attract, retain and develop talent, could have a material adverse effect on our business;

• Failure to maintain our corporate culture could adversely affect our business and reputation;

• Increasing scrutiny and changing laws and expectations from regulators, investors, clients and our colleagues with respect to our business responsibility practices and disclosure may impose additional costs on us or expose us to new or additional risks;

• We face significant competitive pressures in each of our businesses, including from disintermediation, as our competitive landscape continues to evolve;

• We rely on a large number of vendors and other third parties to perform key functions of our business operations and to provide services to our clients. These vendors and third parties may act or fail to act in ways that could harm our business;

• Our inability to successfully recover should we experience a disaster or other business continuity or data recovery problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm or legal liability;

• We face risks when we acquire or dispose of businesses;

• If we are unable to collect our receivables, our results of operations and cash flows could be adversely affected;

• We may not be able to obtain sufficient financing on favorable terms;

• Our defined benefit pension plan obligations could cause the Company's financial position, earnings and cash flows to fluctuate;

• Our significant non-U.S. operations expose us to exchange rate fluctuations and various risks that could impact our business;

• Our quarterly revenues and profitability may fluctuate significantly;

• Credit rating downgrades would increase our financing costs and could subject us to operational risk;

• Our current debt level could adversely affect our financial flexibility;

• The current U.S. tax regime has provisions which have unintended consequences and may also impact our tax rate in varying degrees based on where our global income is earned;

• We may not be able to fully realize the benefits of our Thrive program and Business Client Services;

• We are exposed to multiple risks associated with the global nature of our operations;

• Results in our Risk and Insurance Services segment may be adversely affected by a general decline in economic activity;

• Volatility or declines in premiums and other market trends may significantly impede our ability to grow revenues and profitability;

• Adverse legal developments and future regulations concerning how intermediaries are compensated by insurers or clients, as well as allegations of anti-competitive behavior or conflicts of interest, could have a material adverse effect on Marsh Risk’s business, results of operations and financial condition;

• Mercer’s Wealth business is subject to a number of risks, including risks related to public and private capital market fluctuations, third-party asset managers and custodians, operations and technology risks, trading and execution risks, conflicts of interest, sustainability and greenwashing, asset performance and regulatory compliance, that, if realized, could result in significant damage to our business;

• Our businesses are subject to a number of risks related to the U.S. healthcare industry, including risks related to healthcare regulation and reputational damage from negative publicity;

• Revenues for the services provided by our Consulting segment may decline for various reasons, including as a result of changes in economic conditions, the value of equity, debt and other asset classes, our clients’ or an industry's financial condition or government regulation or an accelerated trend away from actively managed investments to passively managed investments;

• Factors affecting defined benefit pension plans and the services we provide relating to those plans could adversely affect Mercer; and

• The profitability of our Consulting segment may decline if we are unable to achieve or maintain adequate utilization and pricing rates for our consultants.

RISKS RELATING TO THE COMPANY GENERALLY

Macroeconomic Risks

Our results of operations and investments could be adversely affected by geopolitical or macroeconomic conditions.

Geopolitical and macroeconomic conditions, including from multiple major wars and global conflicts, social unrest, tariffs or changes in trade policies, slower GDP growth or recession, fluctuations in foreign exchange rates, lower interest rates, capital markets volatility, inflation and changes in insurance premium rates affect our clients' businesses and the markets they serve. These conditions, including inflationary expense pressure with our clients, may reduce demand for our services or depress pricing for those services, which could have a material adverse effect on our results of operations.

For example, the war in Ukraine, the conflict throughout the Middle East, including heightened regional instability and tensions involving Iran, and recent developments in Latin America, have resulted in worldwide geopolitical and macroeconomic uncertainty and may negatively impact other regional and global economic markets (including Europe, the Middle East, Latin America and the U.S.), companies in other countries and various sectors, industries and markets for securities and commodities globally, such as oil and natural gas, and may increase financial market volatility and adversely impact regional and global economic markets, industries and companies.

Changes in macroeconomic and geopolitical conditions could also shift demand to services for which we do not have a competitive advantage, and this could negatively affect the amount of business that we are able to obtain.

M

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There are no unresolved comments to be reported pursuant to Item 1B.

As a professional services firm that processes confidential and sensitive information, such as personal information, cybersecurity risk management is an integral part of our enterprise risk management strategy. Our cybersecurity risk management program has been designed based on industry standards, such as the National Institute of Standards and Technology Cybersecurity Framework, and provides a framework for assessing cybersecurity risk and identifying and managing cybersecurity threats and incidents, including threats and incidents associated with our use of services, applications and products provided by third-party vendors and service providers.

Our cybersecurity risk management program is coordinated by cross-functional teams, including risk management, legal and compliance, business resiliency management and information security. These teams develop, implement and maintain our compliance policies, programs and training, business resiliency, disaster recovery and information security frameworks, solutions and procedures. They also work closely with our business, internal audit, finance and IT staff to identify, assess and mitigate risks, including those associated with our use of third-party vendors and service providers, and to monitor and take steps designed to prevent security incidents in our technology environment.

Our cybersecurity risk management framework includes (1) procedures designed to assess the data privacy and cybersecurity practices of third-party vendors and service providers (including risk assessments and contractual protections), (2) technical IT controls designed to manage risks associated with cybersecurity incidents (such as multi-factor authentication and requirements for VPN or private channel access to our systems), and (3) formal policies and procedures designed to address cybersecurity incidents. Our formal policies and procedures designed to address cybersecurity incidents include steps for verifying and assessing the severity of a cybersecurity incident, identifying the source of a cybersecurity incident (including whether it is associated with a third-party service provider) and implementing cybersecurity countermeasures and mitigation strategies. Additionally, we have procedures for informing senior management and our Board of Directors of potentially material cybersecurity incidents. We also periodically engage third-party security consultants to assess our cybersecurity program and to perform penetration testing on our security environment and controls. In addition, cybersecurity training is provided to all newly hired colleagues and then at least annually for all colleagues. We also conduct regular ongoing cybersecurity awareness campaigns and phishing tests and provide training in response to such tests as appropriate.

Our Board of Directors has overall oversight responsibility for the Company’s risk management and receives updates from management throughout the year on cybersecurity matters and other material risks facing the Company. Additionally, the Audit Committee regularly reviews the Company’s policies and practices with respect to risk assessment and risk management, including cybersecurity risks, and reports to the full Board of Directors on a regular basis. The Audit Committee is responsible for overseeing the Company’s enterprise risk management policies and processes, including discussing with management the Company’s major risk exposures and the steps that have been taken to monitor and control such exposures, including those arising from cybersecurity risks.

Management is responsible for identifying, assessing and managing material cybersecurity risks on an ongoing basis. Management’s efforts include establishing processes designed to ensure that potential cybersecurity risks are monitored, putting in place mitigation and remedial measures and implementing and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our Chief Information Security Officer & Chief Technology Officer (CISO/CTO), who reports to our Chief Information & Operations Officer (CIOO). Our CIOO has significant expertise and over a decade of experience working in technology. Our CISO/CTO has over two decades of experience working in cybersecurity and maintains a Certified Information Systems Security Professional certification. Our CISO/CTO and CIOO receive reports from our cybersecurity team and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our cybersecurity team is comprised of experienced information systems security professionals and information security managers with many years of experience and various security certifications.

Management, including the CIOO and CISO/CTO, regularly reviews with the Board of Directors and the Audit Committee the Company’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provides updates on notable developments in the cybersecurity threat landscape. Additionally, management follows a risk-based escalation process to notify the Audit Committee outside of the cycle of regular updates when an emerging risk or material issue is identified, such as a potentially significant cybersecurity threat or incident.

In 2025, we did not identify any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect the Company, including with respect to our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats or incidents, or provide assurances that we have not experienced an undetected cybersecurity threat or incident. For more information about these risks, please see "Risk Factors – Cybersecurity, Data Protection and Technology Risks" in this annual report on Form 10-K.

The Company maintains its corporate headquarters in New York City. We also maintain other offices around the world, primarily in leased space. In certain circumstances we may have space that we sublet to third parties, depending upon our needs in particular locations.

The Company and certain of its subsidiaries own, directly and indirectly through special purpose subsidiaries, a 58% condominium interest covering approximately 900,000 square feet of office space in a 44 story condominium in New York City. This real estate serves as the Company's headquarters and is occupied primarily by the Company and its subsidiaries for general corporate use. The condominium interests are financed by a 30-year mortgage loan that is non-recourse to the Company unless the Company (i) is downgraded below B (stable outlook) by S&P or Fitch or B2 (stable outlook) by Moody's and such downgrade is continuing or (ii) an event of default under the mortgage loan has occurred. The mortgage is secured by a first priority assignment of leases and rents, including the leases which the Company and certain of its subsidiaries entered into with their affiliated special purpose subsidiaries which own the mortgaged condominium interests. The net rent due under those leases in effect services the mortgage debt.

We and our subsidiaries are party to a variety of other legal, administrative, regulatory and government proceedings, claims and inquiries arising in the normal course of business.

Additional information regarding certain legal proceedings and related matters is set forth in Note 16, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements appearing under Part II, Item 8 ("Financial Statements and Supplementary Data") of this annual report on Form 10-K.

Not applicable.

PART II

The Company’s common stock is listed on the New York Stock Exchange and NYSE Texas. On January 14, the Company's stock ticker symbol on the NYSE changed to MRSH.

The following table indicates the high and low prices (NYSE composite quotations) of the Company’s common stock in 2025 and 2024, and each quarterly period thereof:

The Company has a share repurchase program authorized by the Board of Directors.

In November 2025, the Board of Directors of the Company authorized the Company to repurchase up to $6 billion in shares of the Company's common stock, which superseded any prior authorizations.

The Company repurchased approximately 10.1 million shares of its common stock for $2.0 billion in 2025. At December 31, 2025, the Company remained authorized to repurchase up to approximately $5.7 billion in shares of its common stock. There is no time limit on the authorization.

The Company repurchased approximately 4.3 million shares of its common stock for $900 million in 2024.

The following information relates to the Company's repurchases of equity securities during each month within the fourth quarter of the fiscal year covered by this report:

At February 5, 2026, there were 3,648 stockholders of record.

References in this report are to Marsh & McLennan Companies, Inc. and its consolidated subsidiaries (the "Company" or "Marsh"), unless the context otherwise requires. Effective January 14, 2026, the Company updated its brand name from Marsh McLennan to Marsh and the brand names of Marsh and Oliver Wyman Group businesses to Marsh Risk and Marsh Management Consulting, respectively. References to the Company and its businesses in this report reflect these changes. Mercer and Guy Carpenter will continue to report under their current brands through a transition period.

The changes to the brand names had no impact on the Company's operating and reporting segments.

General

Marsh is a global professional services firm in the areas of risk, reinsurance and capital, people and investments, and management consulting, advising clients in 130 countries. With an annual revenue of $27.0 billion and more than 95,000 colleagues, Marsh helps build the confidence to thrive through the power of perspective.

The Company conducts business through two segments:

• Risk and Insurance Services:** risk management activities and insurance/reinsurance broking and services, conducted through Marsh Risk and Guy Carpenter.

• Consulting:** health, wealth and career advice, solutions and products, and specialized management, strategic, economic and brand consulting services conducted through Mercer and Marsh Management Consulting.

The results of operations in the Management Discussion & Analysis ("MD&A") include an overview of the Company’s consolidated results for fiscal year 2025, compared to the results for fiscal year 2024, and should be read in conjunction with the consolidated financial statements and notes. This section also includes a discussion of the key drivers impacting the Company’s financial results of operations both on a consolidated basis and by reportable segments.

We describe the primary sources of revenue and categories of expense for each reportable segment in the discussion of segment financial results. A reconciliation of segment operating income to total operating income is included in Note 17, Segment Information, in the notes to the consolidated financial statements included in Part II, Item 8, of this report.

For information and comparability of the Company's results of operations and liquidity and capital resources for fiscal year 2023, refer to "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Form 10-K for the fiscal year ended December 31, 2024.

This MD&A contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Refer to "Information Concerning Forward-Looking Statements" at the outset of this report.

Non-GAAP Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the United States (U.S.), referred to as in accordance with "GAAP" or "reported" results. The Company also refers to and presents a non-GAAP financial measure in non-GAAP revenue, within the meaning of Regulation G and Item 10(e) of Regulation S-K in accordance with the Securities Exchange Act of 1934. The Company has included a reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated in accordance with GAAP as part of the consolidated revenue and expense discussion. Percentage changes, referred to as non-GAAP underlying revenue, are calculated by dividing the period over period change in non-GAAP revenue by the prior period non-GAAP revenue.

The Company believes this non-GAAP financial measure provides useful supplemental information that enables investors to better compare the Company’s performance across periods. Management also uses this measure internally to assess the operating performance of its businesses and to decide how to allocate resources. However, investors should not consider this non-GAAP measure in isolation from, or as a substitute for, the financial information that the Company reports in accordance with GAAP. The Company's non-GAAP measure includes adjustments that reflect how management views its businesses and may differ from similarly titled non-GAAP measures presented by other companies.

Financial Highlights

• Consolidated revenue in 2025 was $27.0 billion, an increase of 10%, or 4% on an underlying basis.

• Consolidated operating income increased $406 million, or 7% to $6.2 billion in 2025, compared to 2024. Net income attributable to the Company was $4.2 billion. Earnings per share on a diluted basis increased to $8.43 from $8.18, or 3%, compared to 2024.

• Risk and Insurance Services revenue in 2025 was $17.3 billion, an increase of 12%, or 4% on an underlying basis. Operating income was $4.6 billion, compared to $4.4 billion in the prior year.

• Marsh Risk's revenue in 2025 was $14.4 billion, an increase of 15%, or 4% on an underlying basis. Guy Carpenter's revenue in 2025 was $2.5 billion, an increase of 6%, or 5% on an underlying basis.

• Consulting revenue in 2025 was $9.8 billion, an increase of 7%, or 5% on an underlying basis. Operating income was $1.9 billion, compared to $1.8 billion in the prior year.

• Mercer's revenue in 2025 was $6.2 billion, an increase of 8%, or 4% on an underlying basis. Marsh Management Consulting's revenue in 2025 was $3.6 billion, an increase of 6% on both a reported and an underlying basis.

• The Company's results of operations in 2025 included restructuring costs of $222 million related to severance, lease exit charges, and consulting and outside services.

• The Company completed 20 acquisitions in 2025 for a total purchase consideration of $857 million.

• The Company's results in 2025 include the results of operations of McGriff in Marsh Risk, in the Risk and Insurance Services segment. The Company completed the acquisition of McGriff, an affiliate of TIH Insurance Holdings (the "McGriff Transaction") in November 2024 for $7.75 billion in cash consideration, subject to certain customary adjustments. McGriff is an insurance broking and risk management services provider in the U.S. In 2024, McGriff's results of operations were included in the Company's results for the period November 15, 2024 through December 31, 2024.

• The Company's consolidated effective tax rate for 2025 was 23.6%.

• In 2025, the Company repaid $500 million of senior notes at maturity.

• The Company repurchased 10.1 million in 2025 shares for $2.0 billion.

• In 2025, the Company paid dividends on its common stock shares of $1.7 billion. In January 2026, the Board of Directors of the Company declared a quarterly dividend of $0.900 per share on outstanding common stock, payable in February 2026.

The macroeconomic and geopolitical environment including multiple major wars and global conflicts, social unrest, tariffs or changes in trade policies, slower GDP growth or recession, fluctuations in foreign exchange rates, lower interest rates, capital markets volatility, inflation and changes in insurance premium rates could impact our business, financial condition, results of operations and cash flows. For more information about these risks, please see "Risk Factors – Macroeconomic Risks" in this annual report on Form 10-K.

For additional details, refer to the Consolidated Results of Operations and Liquidity and Capital Resources sections in this MD&A.

Acquisitions and dispositions impacting the Risk and Insurance Services and Consulting segments are discussed in Note 5, Acquisitions and Dispositions, in the notes to the consolidated financial statements.

Consolidated Results of Operations

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Market Risk and Credit Risk

Certain of the Company’s revenues, expenses, assets and liabilities are exposed to the impact of interest rate changes and fluctuations in foreign currency exchange rates and equity markets.

Interest Rate Risk and Credit Risk

Interest income generated from the Company’s cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity will vary with the general level of interest rates.

The Company had the following investments subject to variable interest rates:

Based on the above balances at December 31, 2025, if short-term interest rates increased or decreased by 10%, or 31 basis points for the year 2026, annual interest income, including interest earned on cash and cash equivalents held in a fiduciary capacity, would increase or decrease by approximately $44 million. At December 31, 2024, a change in short-term interest rates of 10%, or 41 basis points, would have increased or decreased interest income by approximately $56 million. The change in interest rate risk at December 31, 2025 is due to lower interest rates compared to the prior year.

Changes in interest rates can also affect the discount rate and assumed rate of return on plan assets, two of the assumptions among several others used to measure net periodic pension cost. The assumptions used to measure plan assets and liabilities are typically assessed at the end of each year, and determine the expense for the subsequent year. Assumptions used to determine net periodic cost for 2026 are discussed in Note 8, Retirement Benefits, in the notes to the consolidated financial statements. For a discussion on pension expense sensitivity to changes in these rates, see the "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management’s Discussion of Critical Accounting Policies and Estimates - Retirement Benefits" section included in this report.

In addition to interest rate risk, our cash investments and fiduciary cash investments are subject to potential loss of value due to counter-party credit risk. To minimize this risk, the Company and its subsidiaries invest pursuant to a Board-approved investment policy. The policy mandates the preservation of principal and liquidity and requires broad diversification with counter-party limits assigned based primarily on credit rating and type of investment. The Company carefully monitors its cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity, and will further restrict the portfolio as appropriate to market conditions. The majority of cash, cash equivalents and cash and cash equivalents held in a fiduciary capacity are invested in short-term bank deposits and liquid money market funds.

Foreign Currency Risk

The translated values of revenue and expense from the Company’s international operations are subject to fluctuations due to changes in currency exchange rates. The non-U.S. based revenue that is exposed to foreign exchange fluctuations is approximately 51% of total revenue. We periodically use forward contracts and options to limit foreign currency exchange rate exposure on net income and cash flows for specific, clearly defined transactions arising in the ordinary course of business. Although the Company has significant revenue generated in foreign locations which is subject to foreign exchange rate fluctuations, in most cases both the foreign currency revenue and expense are in the functional currency of the foreign location. As such, under normal circumstances, the U.S. dollar translation of both the revenue and expense, as well as the potentially offsetting movements of various currencies against the U.S. dollar, generally tend to mitigate the impact on net operating income of foreign currency risk.

However, there have been periods where the impact was not mitigated due to external market factors, and external macroeconomic events may result in greater foreign exchange rate fluctuations in the future. If foreign exchange rates of major currencies (Euro, British Pound, Australian dollar and Canadian dollar) moved 10% in the same direction against the U.S. dollar compared with the foreign exchange rates in 2025, the Company estimates

net operating income would increase or decrease by approximately $109 million. The corresponding increase or decrease in net operating income in 2024 was estimated at $93 million.

The Company has exposure to approximately 80 foreign currencies overall. In Continental Europe, the largest amount of revenue from renewals for the Risk and Insurance Services segment occurs in the first quarter.

Equity Price Risk

The Company has investments in certain private equity funds as well as in public and private companies of approximately $301 million that are accounted for using the equity method of accounting. The Company also holds investments of approximately $24 million that are valued using readily determinable fair values and approximately $17 million of investments without readily determinable fair values. The Company's investments are subject to risk of decline in market value, which, if determined to be other than temporary, could result in realized impairment losses. The Company periodically reviews the carrying value of such investments to determine if any valuation adjustments are appropriate under the applicable accounting pronouncements.

Other

A number of lawsuits and regulatory proceedings are pending. Refer to Note 16, Claims, Lawsuits and Other Contingencies, in the notes to the consolidated financial statements included in this report.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

The accompanying notes are an integral part of these consolidated statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

The accompanying notes are an integral part of these consolidated statements.

MARSH & McLENNAN COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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None.

Disclosure Controls and Procedures. Based on their evaluation, as of the end of the period covered by this annual report on Form 10-K, the Company’s chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) are effective.

Internal Control over Financial Reporting.

(a)Management’s Annual Report on Internal Control Over Financial Reporting

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Marsh & McLennan Companies, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures relating to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; the recording of all necessary transactions to permit the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles; the proper authorization of receipts and expenditures in accordance with authorizations of the Company’s management and directors; and the prevention or timely detection of the unauthorized acquisition, use or disposition of assets that could have a material effect on the Company’s consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 under the supervision and with the participation of the Company’s principal executive and principal financial officers. In making this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework issued in 2013. Based on its evaluation, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2025.

Deloitte & Touche LLP, the Independent Registered Public Accounting Firm that audited and reported on the Company’s consolidated financial statements included in this annual report on Form 10-K, also issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

(b)Audit Report of the Registered Public Accounting Firm.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Marsh & McLennan Companies, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Marsh & McLennan Companies, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 9, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

New York, New York

February 9, 2026

(c)Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) under the Securities Exchange Act of 1934 that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Rule 10b5-1 Trading Plans

The following Section 16 officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted "Rule 10b5-1 trading arrangements," as defined in Regulation S-K, Item 408, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act:

• John Doyle, our Chief Executive Officer, adopted a trading plan on December 2, 2025, which provides for the exercise and sale of an aggregate of 66,623 options. The plan's maximum length is until December 1, 2026, subject to early termination for certain specified events set forth in the plan.

• Paul Beswick, our Senior Vice President and Chief Information Officer, adopted a new trading plan on December 8, 2025, which provides for the sale of up to 7,920 shares subject to performance stock units ("PSUs"), excluding any shares withheld by the Company to satisfy its income tax withholding obligations in connection with the net settlement of equity awards. The plan’s maximum length is until December 7, 2026, subject to early termination for certain specified events set forth in the plan.

• Dean Klisura, our President and Chief Executive Officer of Guy Carpenter and Vice Chair, Marsh, adopted a new trading plan on December 10, 2025, which provides for the (1) sale of up to 10,662 shares subject to PSUs, excluding any shares withheld by the Company to satisfy its income tax withholding obligations in connection with the net settlement of equity awards and (2) exercise and sale of 10,516 stock options. The plan’s maximum length is until December 8, 2026, subject to early termination for certain specified events set forth in the plan.

• Mark McGivney, our Chief Financial Officer, adopted a new trading plan on December 8, 2025, which provides for the (1) sale of up to 20,410 shares subject to PSUs, excluding any shares withheld by the Company to satisfy its income tax withholding obligations in connection with the net settlement of equity awards and (2) exercise and sale of 67,421 stock options. The plan’s maximum length is until December 7, 2026, subject to early termination for certain specified events set forth in the plan.

• Stacy Mills, our Vice President and Controller, adopted a new trading plan on December 8, 2025, which provides for the (1) sale of up to 1,524 shares subject to PSUs, (2) sale of 1,381 shares subject to restricted stock units ("RSUs"), in each case excluding any shares withheld by the Company to satisfy its income tax withholding obligations in connection with the net settlement of equity awards and (3) exercise and sale of 4,207 stock options. The plan’s maximum length is until December 7, 2026, subject to early termination for certain specified events set forth in the plan.

The actual number of shares subject to PSUs that may be sold pursuant to each plan described above is subject to satisfaction of the applicable performance conditions and may vary from the number above.

PART III

Information as to the directors and nominees for the board of directors of the Company is incorporated herein by reference to the material set forth under the heading "Item 1: Election of Directors" in the 2026 Proxy Statement.

The executive officers and executive officer appointees of the Company are Paul Beswick, Katherine J. Brennan, John Q. Doyle, Carmen Fernandez, John Jones, Dean Klisura, Mark C. McGivney, Martin South, Nick Studer and Pat Tomlinson. Information with respect to these individuals is provided in Part I, Item 1 above under the heading "Executive Officers of the Company".

The information set forth in the 2026 Proxy Statement in the sections "Corporate Governance—Codes of Conduct", "Board of Directors and Committees—Committees—Audit Committee" and "Corporate Governance—Review of Related Persons Transactions" is incorporated herein by reference.

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of securities of the Company by our directors, executive officers and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the NYSE Corporate Governance Standards.

Our Trading Securities Policy prohibits our employees and related persons and entities from trading in securities of the Company and other companies while in possession of material, nonpublic information. Our Trading Securities Policy also prohibits our employees from disclosing material, nonpublic information to unauthorized people and certain restricted colleagues from trading in securities of the Company during any applicable "blackout" period. Our Trading Securities Policy also prohibits our employees from engaging in short sales or derivative transactions relating to securities of the Company at any time. A copy of our Trading Securities Policy is filed as Exhibit 19.1 to this Form 10-K.

Our executive officers and directors must also comply with additional trading restrictions. Members of the Company’s Board of Directors, Executive Committee and other specified employees, and related persons and entities, must receive approval through the Pre-Clearance Procedures in order to transact in securities of the Company and are subject to the prohibitions described above.

A copy of our Transactions in Marsh securities by Directors and Executive Officers Policy is filed as Exhibit 19.2 to this Form 10-K.

The information set forth in the sections "Additional Information—Director Compensation" and "Executive Compensation—Compensation of Executive Officers" in the 2026 Proxy Statement is incorporated herein by reference.

The information set forth in the sections "Additional Information—Stock Ownership of Directors, Management and Certain Beneficial Owners" and "Additional Information—Equity Compensation Plan Information" in the 2026 Proxy Statement is incorporated herein by reference.

The information set forth in the sections "Corporate Governance—Director Independence" and "Corporate Governance—Review of Related Person Transactions" in the 2026 Proxy Statement is incorporated herein by reference.

The information set forth under the heading "Item 3: Ratification of Selection of Independent Registered Public Accounting Firm—Fees of Independent Registered Public Accounting Firm" in the 2026 Proxy Statement is incorporated herein by reference.

PART IV

The following documents are filed as a part of this report:

(1)Consolidated Financial Statements:

Consolidated Statements of Income for each of the three years in the period ended December 31, 2025

Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2025

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025

Consolidated Statements of Shareholders Equity for each of the three years in the period ended December 31, 2025

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

(2)All required Financial Statement Schedules are included in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.

(3)The following exhibits are filed as a part of this report:

(2.1)Stock Purchase Agreement, dated as of June 6, 2010, by and between Marsh & McLennan Companies, Inc. and Altegrity, Inc. (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)

(2.2)Rule 2.7 Announcement, dated as of September 18, 2018 (incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2018)

(3.1)Restated Certificate of Incorporation of Marsh & McLennan Companies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K dated July 17, 2008)

(3.2)Amended and Restated By-Laws of Marsh & McLennan Companies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K dated January 12, 2017)

(4.1)Indenture dated as of June 14, 1999 between Marsh & McLennan Companies, Inc. and State Street Bank and Trust Company, as trustee (incorporated by reference to the Company’s Registration Statement on Form S-3, Registration No. 333-108566)

(4.2)Third Supplemental Indenture dated as of July 30, 2003 between Marsh & McLennan Companies, Inc. and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)

(4.3)Indenture dated as of March 19, 2002 between Marsh & McLennan Companies, Inc. and State Street Bank and Trust Company, as trustee (incorporated by reference to the Company’s Registration Statement on Form S-4, Registration No. 333-87510)

(4.4)Indenture, dated as of July 15, 2011, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)

(4.5)First Supplemental Indenture, dated as of July 15, 2011, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)

(4.6)Form of Third Supplemental Indenture between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K dated September 24, 2013)

(4.7)Form of Fourth Supplemental Indenture between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K dated May 27, 2014

(4.8)Form of Fifth Supplemental Indenture between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Current Report on Form 8-K dated September 10, 2014)

(4.9)Sixth Supplemental Indenture, dated as of March 6, 2015, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)

(4.10)Seventh Supplemental Indenture, dated as of September 14, 2015, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on September 14, 2015)

(4.11)Eighth Supplemental Indenture, dated as of March 14, 2016, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on May 2, 2016)

(4.12)Ninth Supplemental Indenture, dated as of January 12, 2017, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Annual Report on Form 10-K filed on February 24, 2017)

(4.13)Tenth Supplemental Indenture, dated as of March 1, 2018, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on March 1, 2018)

(4.14)Eleventh Supplemental Indenture, dated January 15, 2019, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on January 15, 2019)

(4.15)Twelfth Supplemental Indenture, dated March 21, 2019, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K filed on March 21, 2019)

(4.16)Thirteenth Supplemental Indenture, dated May 7, 2020, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Company’s Current Report on Form 8-K dated May 7, 2020)

(4.17)Fourteenth Supplemental Indenture, dated December 8, 2021, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Company’s Current Report on Form 8-K dated December 9, 2021)

(4.18)Fifteenth Supplemental Indenture, dated October 31, 2022, between Marsh & McLennan Companies, Inc. and the Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K dated October 31, 2022)

(4.19)Sixteenth Supplemental Indenture, dated March 9, 2023, between Marsh & McLennan Companies, Inc. and the Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K dated March 9, 2023)

(4.20)Seventeenth Supplemental Indenture, dated September 11, 2023, between Marsh & McLennan Companies, Inc. and the Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K dated September 11, 2023)

(4.21)Eighteenth Supplemental Indenture, dated February 20, 2024, between Marsh & McLennan Companies, Inc. and the Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K dated February 20, 2024)

(4.22)Nineteenth Supplemental Indenture, dated November 8, 2024, between Marsh & McLennan Companies, Inc. and the Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 8-K dated November 8, 2024)

(4.23)Twentieth Supplemental Indenture, dated December 13, 2024, between Marsh & McLennan Companies, Inc. and the Bank of New York Mellon, as trustee (incorporated by reference to the Company's Current Report on Form 10-K dated February 10, 2025)

(4.24)Description of Marsh & McLennan Companies, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019)

(10.1)*Marsh & McLennan Companies, Inc. U.S. Employee 1996 Cash Bonus Award Voluntary Deferral Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1996)

(10.2)*Marsh & McLennan Companies, Inc. U.S. Employee 1997 Cash Bonus Award Voluntary Deferral Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1997)

(10.3)*Marsh & McLennan Companies, Inc. U.S. Employee 1998 Cash Bonus Award Voluntary Deferral Plan (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1998)

(10.4)*Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1999)

(10.5)*Amendments to Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005)

(10.6)*Form of 2016 Long-term Incentive Award under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016)

(10.7)*Form of Deferred Stock Unit Award, with grant dates from March 1, 2022 through February 1, 2023, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan – Cliff Vesting (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)

(10.8)*Form of Deferred Stock Unit Award, with grant dates from March 1, 2023 through February 1, 2024, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan – Cliff Vesting (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

(10.9)*Form of Deferred Stock Unit Award, with grant dates from March 1, 2023 through February 1, 2024, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan – Ratable Vesting (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

(10.10)*Form of Deferred Stock Unit Award, with grant dates from March 1, 2024 through February 1, 2025, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan – Cliff Vesting (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

(10.11)*Form of Deferred Stock Unit Award, with grant dates from March 1, 2024 through February 1, 2025, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan – Ratable Vesting (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

(10.12)*Form of Stock Option Award, with grant dates from February 22, 2017, under the Marsh & McLennan Companies, Inc. 2021 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017)

(10.13)*Form of Stock Option Award, with grant dates from February 21, 2018, under the Marsh & McLennan Companies, Inc. 2021 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018)

(10.14)*Form of Stock Option Award, dated as of February 19, 2019, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019)

(10.15)*Form of Stock Option Award, dated as of February 19, 2020, under the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020)

(10.16)*Form of Stock Option Award, dated as of February, 22, 2021, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021)

(10.17)*Form of Stock Option Award, dated as of February 23, 2022, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022)

(10.18)*Form of Stock Option Award, dated as of February 23, 2023, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

(10.19)*Form of Stock Option Award, dated as of February 22, 2024, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

(10.20)*Form of Stock Option Award, dated as of February 18, 2025, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025)

(10.21)*Form of Restricted Stock Unit Award, dated as of February 23, 2023, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

(10.22)*Form of Restricted Stock Unit Award, dated as of February 22, 2024, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

(10.23)*Form of Restricted Stock Unit Award, dated as of February 18, 2025, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025)

(10.24)*Form of Performance Stock Unit Award, dated as of February 23, 2023, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

(10.25)*Form of Performance Stock Unit Award, dated as of February 22, 2024, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

(10.26)*Form of Performance Stock Unit Award, dated as of February 18, 2025, under the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025)

(10.27)*Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 dated August 5, 2011, Registration No. 333-176084)

(10.28)*Amendment to the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)

(10.29)*Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference from Exhibit C to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 3, 2020)

(10.30)*2023 Amendment to the Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan effective January 12, 2023 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022)

(10.31)*Amended and Restated Marsh & McLennan Companies, Inc. 2020 Incentive and Stock Award Plan (incorporated by reference from Exhibit C to the Company's Definitive Proxy Statement on Schedule 14A filed on March 28, 2025)

(10.32)*Amendments to Certain Marsh & McLennan Companies Equity-Based Awards Due to U.S. Tax Law Changes Affecting Equity-Based Awards granted under the Marsh & McLennan Companies, Inc. 2000 Senior Executive Incentive and Stock Award Plan and the Marsh & McLennan Companies, Inc. 2000 Employee Incentive and Stock Award Plan, effective January 1, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)

(10.33)*Section 409A Amendment Document, effective as of January 1, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008)

(10.34)*Section 409A Amendment Regarding Payments Conditioned Upon Employment-Related Action to Any and All Plans or Arrangements Entered into by the Marsh & McLennan Companies, Inc., or any of its Direct or Indirect Subsidiaries, that Provide for the Payment of Section 409A Nonqualified Deferred Compensation, effective December 21, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)

(10.35)Marsh & McLennan Companies Supplemental Savings & Investment Plan (formerly the Marsh & McLennan Companies Stock Investment Supplemental Plan) Restatement effective January 1, 2022 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022)

(10.36)*First Amendment to the January 1, 2022 Amended and Restated Marsh & McLennan Companies Supplemental Savings & Investment Plan effective August 1, 2024 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2024)

(10.37)*Marsh & McLennan Companies Benefit Equalization Plan and Marsh & McLennan Companies Supplemental Retirement Plan as Restated, effective January 1, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)

(10.38)*First Amendment to the Marsh & McLennan Companies Benefit Equalization Plan and Marsh & McLennan Companies Supplemental Retirement Plan as Restated effective January 1, 2012 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)

(10.39)*Second Amendment to the Marsh & McLennan Companies Benefit Equalization Plan and Marsh & McLennan Companies Supplemental Retirement Plan as Restated effective January 1, 2012 (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2016)

(10.40)*Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2008)

(10.41)*Amendment to the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan, effective December 31, 2009 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009)

(10.42)*Marsh & McLennan Companies, Inc. Senior Management Incentive Compensation Plan (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994)

(10.43)*Marsh & McLennan Companies, Inc. Directors' Stock Compensation Plan - May 31, 2009 Restatement (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009)

(10.44)*Marsh & McLennan Companies International Retirement Plan As Amended and Restated Effective January 1, 2009 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014)

(10.45)*Description of compensation arrangements for independent directors of Marsh & McLennan Companies, Inc. effective June 1, 2025 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025)

(10.46)*Letter Agreement, effective as of July 5, 2017, between Marsh & McLennan Companies, Inc. and John Q. Doyle (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018

(10.47)*Non-Competition and Non-Solicitation Agreement, dated as of February 25, 2016, between Marsh & McLennan Companies, Inc. and John Q. Doyle (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018)

(10.48)*Letter Agreement, effective as of January 15, 2020, between Marsh & McLennan Companies, Inc. and John Q. Doyle (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020)

(10.49)*Letter Agreement, effective as of January 1, 2022 between Marsh & McLennan Companies, Inc. and John Q. Doyle (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)

(10.50)*Letter Amendment, dated November 10, 2022, between Marsh & McLennan Companies, Inc. and John Q. Doyle (incorporated by reference to the Company's Current Report on Form 8-K/A dated September 26, 2022)

(10.51)*Letter Agreement Amendment, dated February 22, 2024, between Marsh & McLennan Companies, Inc. and John Q. Doyle (incorporated by reference to the Company’s Current Report on Form 8-K dated February 22, 2024)

(10.52)*Letter Agreement Amendment, dated July 10, 2024, between Marsh & McLennan Companies, Inc. and John Q. Doyle (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024)

(10.53)*Letter Agreement Amendment, dated February 18, 2025, between Marsh & McLennan Companies, Inc. and John Q. Doyle (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025)

(10.54)*Letter Agreement, effective as of January 1, 2016, between Marsh & McLennan Companies, Inc. and Mark C. McGivney (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)

(10.55)*Non-Competition and Non-Solicitation Agreement, effective as of January 1, 2016, between Marsh & McLennan Companies, Inc. and Mark C. McGivney (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)

(10.56)*Letter Agreement, effective as of January 17, 2018, between Marsh & McLennan Companies, Inc. and Mark C. McGivney (incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2017)

(10.57)*Letter Agreement, effective as of January 16, 2019, between Marsh & McLennan Companies, Inc. and Mark C. McGivney (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018)

(10.58)*Letter Agreement, effective as of September 22, 2022, between Marsh & McLennan Companies, Inc. and Mark C. McGivney (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022)

(10.59)*Letter Agreement Amendment, dated February 22, 2024, between Marsh & McLennan Companies, Inc. and Mark C. McGivney (incorporated by reference to the Company’s Current Report on Form 8-K dated February 22, 2024)

(10.60)*Letter Agreement Amendment, dated February 18, 2025, between Marsh & McLennan Companies, Inc. and Mark C. McGivney (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025

(10.61)*Letter Agreement, effective as of January 1, 2022, between Marsh & McLennan Companies, Inc. and Martin South (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

(10.62)*Non-Competition and Non-Solicitation Agreement, dated as of December 1, 2021, between Marsh & McLennan Companies, Inc. and Martin South (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023)

(10.63)*Letter Agreement Amendment, dated February 22, 2024, between Marsh & McLennan Companies, Inc. and Martin South incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

(10.64)*Letter Agreement Amendment, dated February 18, 2025, between Marsh & McLennan Companies, Inc. and Martin South (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025)

(10.65)*Letter Agreement effective as of April 1, 2024, between Marsh & McLennan Companies, Inc. and Patrick Tomlinson (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025)

(10.66)*Non-Competition and Non-Solicitation Agreement, effective as of April 1, 2024, between Marsh & McLennan Companies, Inc. and Patrick Tomlinson (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025)

(10.67)*Letter Agreement Amendment, dated February 18, 2025, between Marsh & McLennan Companies, Inc. and Patrick Tomlinson (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025)

(10.68)*Letter Agreement, effective as of January 1, 2022, between Marsh & McLennan Companies, Inc. and Dean M. Klisura (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

(10.69)*Non-Competition and Non-Solicitation Agreement, dated as of December 1, 2021, between Marsh & McLennan Companies, Inc. and Dean M. Klisura (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

(10.70)*Letter Agreement Amendment, dated February 22, 2024, between Marsh & McLennan Companies, Inc. and Dean M. Klisura (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024)

(10.71)*Letter Agreement Amendment, dated February 18, 2025, between Marsh & McLennan Companies, Inc. and Dean M. Klisura (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025)

(10.72)Paying Agency Agreement, dated as of March 21, 2019, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, London Branch, as paying agent (incorporated by reference to the Company's Current Report on Form 8-K filed on March 21, 2019)

(10.73)Shareholder Undertaking, dated as of September 18, 2018 (incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2018)

(10.74)Form of Director Undertaking, dated as of September 18, 2018 (incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2018)

(10.75)Bridge Loan Agreement, dated as of September 18, 2018 by and between Marsh & McLennan Companies, Inc., the lenders party thereto and Goldman Sachs Bank USA, as administrative agent (incorporated by reference to the Company’s Current Report on Form 8-K dated September 18, 2018)

(10.76)Calculation Agency Agreement, dated as of January 15, 2019, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as calculation agent (incorporated by reference to the Company's Current Report on Form 8-K filed on January 15, 2019)

(10.77)Amended and Restated 5 Year Credit Agreement, dated as of October 11, 2023 among Marsh & McLennan Companies, Inc., the designated subsidiaries as party thereto as borrowers, Citibank, N.A., as administrative agent, and the lenders from time to time party thereto (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023)

(14.1)Code of Ethics for Chief Executive and Senior Financial Officers (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002)

(19.1)Trading Securities Policy

(19.2)Insider Trading Policy

(21.1)List of Subsidiaries of Marsh & McLennan Companies, Inc.

(23.1)Consent of Independent Registered Public Accounting Firm

(24.1)Power of Attorney (included on signature page)

(31.1)Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

(31.2)Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

(32.1)Section 1350 Certifications

(97.1)Marsh & McLennan Companies, Inc. Compensation Clawback Policy

101.INSXBRL Instance Document

101.SCHXBRL Taxonomy Extension Schema

101.CALXBRL Taxonomy Extension Calculation Linkbase

101.DEFXBRL Taxonomy Extension Definition Linkbase

101.LABXBRL Taxonomy Extension Label Linkbase

101.PREXBRL Taxonomy Extension Presentation Linkbase

104.Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Each person whose signature appears below hereby constitutes and appoints Asha Amin and Connor Kuratek, and each of them singly, such person’s lawful attorneys-in-fact and agents, with full power to them and each of them to sign for such person, in the capacity indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated this 9th day of February, 2026.