Published
# Arthur J. Gallagher & Co. (AJG) - Recent events through the second quarter of 2026 ## Filings that contain financial statements Quarterly figures for Gallagher are furnished in Form 8-K earnings releases (Exhibit 99.1) as well as in the periodic reports. Releases listed here carry actual statements, not only highlights. - Form 8-K filed July 30, 2026, accession 0001628280-26-051070: second quarter 2026 earnings release. Covers the quarter and six months ended June 30, 2026 (with 2025 comparatives). Holds the consolidated statement of earnings (including EBITDAC) and segment statements of earnings, plus the consolidated balance sheet at June 30, 2026 versus December 31, 2025. It has no cash flow statement. - Form 8-K filed April 30, 2026, accession 0000354190-26-000132: first quarter 2026 release, with the statement of earnings and balance sheet at March 31, 2026. - Form 8-K filed January 29, 2026, accession 0001193125-26-029407: fourth quarter and full-year 2025 release, with statements of earnings and balance sheet at December 31, 2025. - Form 8-K filed October 30, 2025, accession 0001193125-25-258781: third quarter 2025 release (quarter and nine months ended September 30, 2025). - Form 8-K filed July 31, 2025, accession 0001193125-25-170602: second quarter 2025 release (quarter and six months ended June 30, 2025). - Form 8-K/A filed October 28, 2025, accession 0001628280-25-046542: audited financial statements of the acquired AssuredPartners parent (Dolphin Topco, Inc.) for the year ended December 31, 2024, unaudited condensed statements for the six months ended June 30, 2025, and unaudited pro forma condensed combined financial information (balance sheet at June 30, 2025; statements of earnings for the six months ended June 30, 2025 and the year ended December 31, 2024). ## Earnings and outlook - **July 30, 2026 - second quarter 2026 results** (0001628280-26-051070). Revenues before reimbursements were $3,955 million versus $3,179 million a year earlier. Net earnings were $324 million versus $368 million, and diluted EPS was $1.25 versus $1.40. Adjusted diluted EPS was $2.84 versus $2.30, and adjusted EBITDAC was $1,199 million versus $1,006 million. Combined Brokerage and Risk Management revenue grew 24%, with organic growth of 6% as described by the CEO; the Brokerage segment's own organic change was 5%. The release says reported compensation expense ratio was 2.8 points higher than a year earlier, mainly because the second quarter of 2025 included interest income on the cash raised to fund AssuredPartners (about $144 million), and because of higher integration costs. Amortization of intangibles was $301 million versus $180 million. Dividends declared were $0.70 per share versus $0.65. - Six months ended June 30, 2026: revenues before reimbursements $8,671 million versus $6,867 million; net earnings $1,147 million versus $1,077 million; diluted EPS $4.41 versus $4.12; adjusted diluted EPS $7.31 versus $6.04. - **April 30, 2026 - first quarter 2026 results** (0000354190-26-000132). Revenues before reimbursements $4,716 million versus $3,688 million; net earnings $823 million versus $709 million; diluted EPS $3.16 versus $2.72; adjusted EPS $4.47 versus $3.72. Organic growth was 5%. - **January 29, 2026 - fourth quarter and full-year 2025 results** (0001193125-26-029407). Fourth-quarter revenues before reimbursements $3,586 million; net earnings $154 million; diluted EPS $0.58 versus $1.12; adjusted EPS $2.38 versus $2.16. Full-year 2025 diluted EPS was $5.74 (adjusted $10.69). The CEO cited 21% revenue growth and 6% organic growth for 2025, and 33 mergers completed with more than $3.5 billion of estimated annualized revenue. - **October 30, 2025 - third quarter 2025 results** (0001193125-25-258781). Total revenues before reimbursements $3,325 million; net earnings $274 million; diluted EPS $1.04 versus $1.39; adjusted EPS $2.32 versus $2.26; Brokerage segment organic growth was 4.5%, and the CEO cited 4.8% organic growth for the combined Brokerage and Risk Management segments (both in that release). - **July 31, 2025 - second quarter 2025 results** (0001193125-25-170602). Revenues before reimbursements $3,178 million; net earnings $366 million; diluted EPS $1.40; adjusted EPS $2.33. These are the amounts as originally reported; the second quarter 2026 release (0001628280-26-051070) presents the quarter as $368 million net earnings and $2.30 adjusted diluted EPS. - Gallagher regularly furnishes an updated "CFO Commentary" with estimates for current-year results. It was refreshed on Form 8-K investor-meeting notices dated September 18, 2025 (0000354190-25-000037), December 16, 2025 (0000354190-25-000054), March 17, 2026 (0000354190-26-000073) and June 17, 2026 (0000354190-26-000171). The commentary itself is on the company's website; the 8-Ks carry no figures. ## Mergers and acquisitions - **AssuredPartners - closed August 18, 2025** (0000354190-25-000019). Under Item 2.01 Gallagher "completed its previously announced acquisition" of all the stock of Dolphin Topco, Inc. (AssuredPartners), under a Stock Purchase Agreement dated December 7, 2024. The aggregate cash purchase price was $13.8 billion, financed with the previously raised equity and debt proceeds. The pro forma statements in the Form 8-K/A of October 28, 2025 (0001628280-25-046542) put total consideration at $13,779.9 million, say no AssuredPartners borrowings were assumed, and estimate $5,993.3 million of expiration lists amortized over 15 years. - Financing for the deal: the second quarter 2026 release states that about $14 billion was raised in the fourth quarter of 2024 and first quarter of 2025 through a follow-on common stock offering and senior notes. The January 2026 release itemizes $8.5 billion from the December 11, 2024 stock offering and $5.0 billion from the December 19, 2024 senior notes. - **Tuck-in activity.** The second quarter 2026 release reports 6 acquisitions closed in the quarter (14 in the six months) with about $58 million ($107 million in six months) of estimated annualized revenue in Brokerage, plus 1 in Risk Management in the quarter (2 in six months). The 10-Q for the period (0001628280-26-053489) lists the 2026 closings: Krose GmbH & Co KG (effective February 25, 2026; total recorded purchase price $220 million), McKee Risk Management, Inc. (effective May 1, 2026; $149 million), and fourteen other acquisitions ($295 million), for $664 million in total. These closings were not announced in separate 8-Ks. - **Woodruff Sawyer - closed April 10, 2025.** Gallagher acquired all of the stock of Woodruff-Sawyer & Co. for consideration of $1.2 billion, funded with cash on hand (Form 10-K, 0001628280-26-008662). ## Capital and financing - At June 30, 2026 the company had $9,550 million of public senior notes, $2,683 million of private placements, $1,365 million under its credit facility and $134 million under the premium financing facility (second quarter 2026 release, 0001628280-26-051070). - Share repurchases: about 0.9 million shares for roughly $170 million in the second quarter of 2026 (0001628280-26-051070), and about 1.4 million shares for roughly $310 million in the first quarter of 2026 (0000354190-26-000132). - Quarterly dividend declared of $0.70 per share in each of the first two quarters of 2026 (versus $0.65 in 2025), per the second quarter 2026 release (0001628280-26-051070) and the 10-Q (0001628280-26-053489). ## Board and management - **July 29, 2026** (0000354190-26-000184): Lead Independent Director David Johnson died on July 22, 2026. On July 23 the Board reduced its size from nine to eight members. Ralph Nicoletti, Audit Committee chair since 2019, was elected Lead Independent Director, and John Coldman was added to the Compensation and Nominating/Governance Committees. - **August 27, 2026** (0000354190-26-000197): Controller and Chief Accounting Officer Richard C. Cary notified the company on August 24, 2026 that he will step down from that role effective September 30, 2026 and plans to retire in 2028. Kyle G. Koreyva, age 42, who joined through the AssuredPartners acquisition, becomes Controller and Chief Accounting Officer effective October 1, 2026. The filing states the change is not due to any disagreement over financial reporting. - **March 12, 2026** (0000354190-26-000069): Director Sherry Barrat announced her retirement from the Board effective at the May 12, 2026 annual meeting, with the Board to shrink from ten to nine. - **May 13, 2026** (0000354190-26-000142): At the May 12, 2026 annual meeting, stockholders elected all nine nominees, ratified Ernst & Young LLP as auditor for 2026 (225,670,790 for; 9,793,375 against), and approved say-on-pay (200,825,370 for; 18,035,501 against). ## Not reflected in these filings No guidance numbers appear in the 8-K text itself; the full-year outlook is only in the CFO Commentary posted on the company website.