Arthur J. Gallagher & Co 8-K/A, filed Oct 28, 2025
Arthur J. Gallagher & Co. (AJG)
8-K/A
2025-10-28
For: 2025-08-18
View Original
Added on
April 07, 2026
About this 8-K/A
Arthur J. Gallagher & Co filed this 8-K/A on October 28, 2025, reporting on events of August 18, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
Form8-K/A
Form
(Amendment No. 1)
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported)
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Explanatory Note
On August 18, 2025, Arthur J. Gallagher & Co. (the “Company”) filed a Current Report on Form 8-K (the "Original Report") to report the completion of its previously announced acquisition (the “Transaction”) of all of the issued and outstanding stock of Dolphin Topco, Inc., a Delaware corporation (the “Acquired Entity”). The Transaction was completed pursuant to a Stock Purchase Agreement entered into on December 7, 2024 (the “Purchase Agreement”) among the Company, The AssuredPartners Group LP, a Delaware Limited partnership (the “Seller” or "AssuredPartners"), and the Acquired Entity.
The Company is filing this Current Report on Form 8-K/A (the “Amendment”) solely to amend Item 9.01 of the Original Report to present the required financial statements and pro forma financial information not later than 71 days from the date on which the Original Report was required to be filed, as permitted under Items 9.01(a)(3) and 9.01(b)(2). Except for the filing of such financial statements and pro forma financial information this Amendment does not otherwise modify or update the Original Report, and this Amendment should be read in conjunction with the Original Report.
Item 9.01. Financial Statements and Exhibits
(a)Financial Statements of Business Acquired.
The audited consolidated financial statements of the Acquired Entity as of and for the year ended December 31, 2024, and the related notes thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of the Acquired Entity as of and for the six months ended June 30, 2025, and the related notes thereto are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(b)Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2025, and the unaudited pro forma condensed combined statements of earnings of the Company for the six months ended June 30, 2025 and the fiscal year ended December 31, 2024, giving pro forma effect to the acquisition of Acquired Entity are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
(d)Exhibits.
The following exhibits are filed herewith:
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Arthur J. Gallagher & Co. | |||||||||||
| Date: October 27, 2025 | By: | /s/ Richard C. Cary | |||||||||
| Richard C. Cary Controller | |||||||||||
1 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-277002 and 333-283677), Form S-4 (No. 333-268400), and Form S-8 (Nos. 333-285019, 333-273703, 333-197898, 333-221274, and 333-268401) of Arthur J. Gallagher & Co. of our report dated March 31, 2025 relating to the financial statements of Dolphin Topco, Inc. which appears in this Current Report on Form 8-K/A dated October 27, 2025. /s/ PricewaterhouseCoopers LLP Tampa, Florida October 27, 2025 Exhibit 23.1
Dolphin TopCo, Inc. Consolidated Financial Statements As of and for the year ended December 31, 2024 Exhibit 99.1
Page(s) Report of Independent Auditors ....................................................................................................... 3-4 Consolidated Financial Statements Consolidated Balance Sheet as of December 31, 2024 .................................................................. 5 Consolidated Statement of Operations and Comprehensive Loss For the Year Ended December 31, 2024 ............................................................................................ 6 Consolidated Statement of Shareholders' Equity and Mezzanine Equity For the Year Ended December 31, 2024 ............................................................................................ 7 Consolidated Statement of Cash Flows For the Year Ended December 31, 2024 ............................................................................................ 8 Notes to Consolidated Financial Statements ..................................................................................... 9 - 39 Dolphin TopCo, Inc. Index
Report of Independent Auditors To the Board of Directors of Dolphin TopCo, Inc. Opinion We have audited the accompanying consolidated financial statements of Dolphin TopCo, Inc. and its subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2024 and the related consolidated statement of operations and comprehensive loss, of shareholders' equity and mezzanine equity and of cash flow for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the result of its operations and its cash flow for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued. Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are
considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements. In performing an audit in accordance with US GAAS, we: ● Exercise professional judgment and maintain professional skepticism throughout the audit. ● Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. ● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. ● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. ● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. /s/ PricewaterhouseCoopers LLP Tampa, Florida March 31, 2025
($ in thousands, except share data) Assets Current assets Cash and cash equivalents $ 340,044 Restricted cash 60,042 Trust cash 349,157 Fixed maturity securities available-for-sale, at fair value 36,236 Accounts receivable, net of allowance for credit losses of $8,257 and $5,883 respectively 1,056,836 Prepaid expenses 49,680 Other current assets 137,992 Total current assets 2,029,987 Accounts receivable, noncurrent portion 49,578 Fixed assets, net 172,011 Goodwill 5,841,054 Definite-lived intangible assets, net 2,995,594 Operating lease right-of-use assets, net 155,723 Other noncurrent assets, net 96,317 Total assets $ 11,340,264 Liabilities and Shareholders' Equity Current liabilities Long-term debt, net, current portion $ 40,953 Earn-out payables, current portion 248,420 Carrier payables 548,903 Accounts payable 103,438 Customer advances 79,344 Producer payables 136,203 Deferred revenue, current portion 66,684 Reserve for unpaid losses and loss adjustment expenses, current portion 5,037 Accrued expenses and other 357,881 Total current liabilities 1,586,863 Long-term debt, net, non-current portion 6,592,537 Earn-out payables, non-current portion 47,992 Operating lease liabilities, non-current portion 132,011 Deferred revenue, non-current portion 47,630 Reserve for unpaid losses and loss adjustment expenses, non-current portion 24,511 Deferred income tax liabilities, net 403,409 Other non-current liabilities 27,371 Total liabilities 8,862,324 Commitments and contingencies (Note 16) Mezzanine Equity: Redeemable Series A Preferred Stock ($0.001 par value, 160,000 shares authorized and outstanding) 302,986 Shareholders' Equity: Common Stock ($0.01 par value, 1,993 shares authorized and outstanding) 20 Additional paid-in capital 2,388,048 Accumulated other comprehensive loss (8,572) Accumulated deficit (204,542) Total shareholders' equity 2,174,954 Total liabilities, mezzanine equity and shareholders' equity $ 11,340,264 Dolphin TopCo, Inc. Consolidated Balance Sheet December 31, 2024 The accompanying notes are an integral part of these consolidated financial statements. 5
($ in thousands) Revenues Commissions and fees $ 2,708,186 Other supplemental commissions 109,998 Contingent revenue 120,875 Investment income 6,625 Total revenues 2,945,684 Expenses Compensation expense 1,599,586 Selling expense 60,677 Administrative expense 432,607 Transaction expense 5,827 Change in estimated acquisition earn-out payables 67,998 Depreciation and amortization expense 357,782 Total operating expenses 2,524,477 Income from operations 421,207 Interest expense (580,813) Interest income 18,261 Loss on debt extinguishment (10,107) Other (loss) income, net (14,647) Loss before income taxes (166,099) Benefit for income taxes 17,280 Net loss $ (148,819) Other comprehensive income (loss), before tax Foreign currency translation adjustments (3,380) Change in fair value of fixed maturity securities available-for-sale 128 Change in fair value of derivative instruments 1,940 Other comprehensive loss, before tax (1,312) Income tax (provision) benefit related to items of other comprehensive income (loss) (526) Other comprehensive loss (1,838) Comprehensive loss $ (150,657) Dolphin TopCo, Inc. Consolidated Statement of Operations and Comprehensive Loss For the Year Ended December 31, 2024 The accompanying notes are an integral part of these consolidated financial statements. 6
Mezzanine Equity Shareholders' Equity Redeemable Series A Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Shareholders' Equity($ in thousands, except share data) Shares Amount Shares Amount Balance as of January 1, 2024 160,000 273,207 2,000 20 2,413,757 (55,723) (6,734) 2,351,320 Change in fair value of derivative instruments, net of taxes - - - - - - 1,442 1,442 Change in fair value of fixed maturity securities available-for-sale, net of taxes - - - - - - 100 100 Adjustment of preferred stock to redemption value - 29,779 - - (29,779) - - (29,779) Foreign currency translation - - - - - - (3,380) (3,380) Return of Capital to Parent - - (7) - (25,508) - - (25,508) Compensation expense related to incentive units - - - - 29,578 - - 29,578 Net loss - - - - - (148,819) - (148,819) Balance as of December 31, 2024 160,000 $ 302,986 1,993 $ 20 $ 2,388,048 $ (204,542) $ (8,572) $ 2,174,954 Dolphin TopCo, Inc. Consolidated Statement of Shareholders' Equity and Mezzanine Equity For the Year Ended December 31, 2024 The accompanying notes are an integral part of these consolidated financial statements. 7
+ ($ in thousands) Cash flows from operating activities Net loss $ (148,819) Adjustments to reconcile net loss to net cash provided by operating activities Amortization 271,403 Depreciation 43,176 Impairment of intangible assets 43,203 Non-cash lease expense 1,819 Credit loss expense 4,206 Amortization of interest rate cap premium 4,616 Amortization of debt discount and debt issuance costs 20,004 Equity-based compensation 29,578 Change in estimated acquisition earn-out payables 67,998 Payments on acquisition earn-outs in excess of original estimated payables (98,184) Deferred income taxes (22,287) Loss on debt extinguishment 10,107 Gain on sale of book of business 2,179 Other, net 620 Changes in operating assets and liabilities, net of effect from acquisitions Accounts receivable (180,634) Prepaid and other assets (58,514) Carrier payables 97,774 Accounts payable (39,345) Customer advances (5,393) Producer payables 18,977 Accrued interest payable (5,352) Other accrued expenses 102,516 Reserve for unpaid losses and loss adjustment expenses 1,167 Deferred revenue 11,426 Other liabilities 7,839 Net cash provided by operating activities 180,080 Cash flows from investing activities Additions to fixed assets (104,470) Payments for businesses, net of cash acquired (226,938) Purchases of fixed maturity securities (9,741) Proceeds from sales and maturities of fixed maturity securities 9,210 Proceeds from sales of books of business 6,072 Net cash used in investing activities (325,867) Cash flows from financing activities Payments on acquisition holdback (51,413) Return of capital to Parent (25,508) Payments on acquisition earn-out payables (83,648) Proceeds from issuance of long-term debt, net of discount 6,222,198 Payments on long-term debt (5,607,805) Payments on revolving credit facility (75,000) Payments of capitalized debt issuance costs (59,079) Other, net (1,790) Net cash provided by financing activities 317,955 Net increase in cash, cash equivalents, restricted cash and trust cash 172,168 Cash, cash equivalents, restricted cash and trust cash, beginning of period 577,075 Cash, cash equivalents, restricted cash and trust cash, end of period 749,243 Less: Restricted cash 60,042 Less: Trust cash 349,157 Cash and cash equivalents $ 340,044 Supplemental disclosures of non-cash activity Cash paid for interest $ 622,399 Cash paid for taxes $ 312 Dolphin TopCo, Inc. Consolidated Statement of Cash Flows For the Year Ended December 31, 2024 The accompanying notes are an integral part of these consolidated financial statements. 8
1. Summary of Significant Accounting Policies Nature of Operations Dolphin TopCo, Inc. and its subsidiaries (the Company) is a wholly-owned subsidiary of The AssuredPartners Group LP (the Parent) and wholly-owns AssuredPartners, Inc. and its subsidiaries (AP Inc.). The Company is one of the leading insurance brokers in the United States (U.S.) and provides a broad array of insurance-related products and services on a retail basis to middle-market businesses, with a particular focus on property and casualty and employee benefits insurance products and solutions. As of December 31, 2024, the Company has over 10,900 employees in over 400 offices in forty states across the U.S., the District of Columbia, United Kingdom (U.K.), Ireland and Belgium. Since its founding in 2011, the Company has built a broad insurance distribution platform that is concentrated in the U.S. through a strategic acquisition program coupled with a focus on driving organic growth. Through its operations, the Company provides diversified services to its customers through a broad range of insurance products and services to commercial, public entity and professional and individual customers. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its subsidiaries. All intercompany account balances and transactions have been eliminated in the consolidated financial statements. Certain amounts have been reclassified in the prior year financial statements to conform to current year presentation. Beginning in 2024, the Company updated the presentation of revenues from contracts with customers in the Consolidated Statement of Operations and Comprehensive Loss to separately disclose other supplemental commissions. These revenues were previously presented within contingent commissions. Management believes this presentation improves the comparability of the Company’s financial performance with others in the industry. Revenues from contracts with customers for the comparable period have been recast to conform to this presentation. See Note 2 for additional discussion and presentation of these revenues on a disaggregated basis. There were no changes to total revenues, income from operations, net loss, or cash flows in any reported period as a result of these changes. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates and assumptions affect the reported amounts of assets and liabilities and revenues and expenses as well as disclosures of contingent assets and liabilities, at the date of the consolidated financial statements. The principal estimates used include, among others, the allocation of purchase price to the fair value of net assets acquired in connection with acquisitions, the valuation of earn-out payables, revenue recognition, equity-based compensation, assessments regarding potential impairment of assets, and the estimated fair value of financial instruments. Actual results may differ materially from those estimates. Acquisition Accounting Assets acquired and liabilities assumed are recorded based on their respective fair values at the date of acquisition. Goodwill and other intangible assets generally represent the largest components of the Company’s acquisitions. Intangible assets include non-compete agreements, and customer related and contract-based assets. Goodwill is calculated as the excess of the cost of the acquired agency over the net of the fair value of the assets acquired and the liabilities assumed. The principal factor that results in recognition of goodwill is a combination of the value the Company expects to receive as it provides additional markets and capabilities to the acquired companies, as well as the value the Company assigns Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 9
to the assembled workforce which may not be recognized as an intangible asset. Non-compete agreements, trade names, and customer-related and contract-based assets are valued using the income approach which is based on future cash flow projections. Contingent liabilities that arise from acquisitions, referred to as earn-out payables, are established and measured at fair value as of the acquisition date. The amounts recorded as earn-out payables are primarily based upon estimated future operating results of the acquired entities over a one- to three-year period and are recorded as part of the purchase price consideration. The fair value of the earn-out payables is based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements. The Company estimates future payments using the earn- out formula and performance targets specified in each purchase agreement and these financial projections. In determining fair value, the Company estimates the acquired entity’s future performance using financial projections developed by management and market participant assumptions that were derived for revenue growth and/or profitability. The Company utilizes an option-pricing approach to incorporate the risks associated with financial projections, counterparty credit risk, as well as the nature of the earn-out payout structure. The Company remeasures these estimated earn-out payables on a quarterly basis. Subsequent changes, including the accretion of discount and changes in fair value, are recorded in the Consolidated Statement of Operations and Comprehensive Loss. The Company also acquires other assets and assumes other liabilities that typically include accounts receivable, accounts payable and other working capital items. Due to their short-term nature, the carrying values of these other assets and liabilities generally approximate the fair values that are recorded on the balance sheet of the acquired business. Subsequent to recording the opening balance sheet of the acquiree, management may make measurement period adjustments to the acquired assets and liabilities. Measurement period adjustments are adjustments made to purchase price allocations of acquisitions after the recording of the opening balance sheet, but during the one-year period following the acquisition date. These adjustments generally consist of final allocations arising from third-party valuation reports and working capital adjustments. Cash and Cash Equivalents Cash and cash equivalents principally consist of demand deposits with financial institutions and highly liquid investments with quoted market prices with maturities not more than three months when purchased. Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and restricted cash. The Company manages this risk by using high credit worthy financial institutions. Interest-bearing accounts and non-interest-bearing accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits exceed amounts insured by the FDIC. The Company has not experienced any losses from its deposits. Restricted Cash Certain of the Company’s cash balances are contractually limited or are generally designated for specific purposes arising out of other obligations. These cash balances are classified as restricted cash in the accompanying Consolidated Balance Sheet. Restricted cash includes amounts that have been pledged as collateral for an appeal bond in connection with a legal case. See Note 16 for further discussion. Trust Cash, Carrier Payables and Accounts Receivable, net Unremitted net insurance premiums are held by the Company until disbursement. The Company invests these unremitted funds primarily in cash and money market accounts. In certain states in which the Company operates, the use of investment alternatives for these funds are regulated and restricted by various state laws and agencies. These restricted funds are reported as trust cash and carrier payables Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 10
on the Consolidated Balance Sheet. The interest income earned on these unremitted funds is reported as investment income in the Consolidated Statement of Operations and Comprehensive Loss. The Company’s accounts receivable, net is comprised of premiums and commissions receivable. In its capacity as an insurance agent or broker, the Company typically collects premiums from insureds and, after deducting its authorized commissions, remits the net premiums to the appropriate insurance carrier or carriers. Accordingly, premium receivables are accounts receivable from the insureds. In other circumstances, insurance carriers collect premiums directly from the insureds themselves and upon collection, the insurance carriers remit to the Company its earned commissions. Accordingly, commissions receivables are accounts receivable from insurance carriers. Investments The Company indirectly owns a captive insurance company (the Captive) formed and domiciled in the state of Hawaii. The Captive’s investments are classified on the Consolidated Balance Sheet of the Company as available-for-sale, which are recorded at fair market value with unrealized gains or losses reported as a component of accumulated other comprehensive loss within the Consolidated Balance Sheet. The cost of investments sold is based on the specific identification method. Premiums and discounts are amortized using the interest method. For mortgage-backed securities (MBS) and asset-backed securities (ABS), the Company recognizes income using a constant effective yield based on anticipated prepayments over the economic life of the security. Prepayment assumptions are based on market expectations. When actual prepayments differ significantly from anticipated prepayments, the effective yield is recalculated to reflect actual payments to date and anticipated future payments, and any resulting adjustment is included in investment income within the Consolidated Statement of Operations and Comprehensive Loss. The Company reviews its available-for-sale debt securities for credit loss impairment at the individual security level on at least a quarterly basis. A security is impaired if its fair value is less than its amortized cost basis. A decline in fair value below amortized cost basis represents a credit loss impairment to the extent the Company does not expect to recover the amortized cost basis of the security. Impairments related to credit losses are recorded through an allowance for credit losses to the extent fair values are less than the amortized cost bases. Declines in fair value that have not been recorded through the allowance for credit losses are recorded through other comprehensive income (loss), net of applicable taxes. Fixed Assets, net Fixed assets, net are recorded at cost at the time of purchase or fair value at the date of acquisition and depreciated using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are carried at cost, less accumulated depreciation and amortization. Expenditures for leasehold improvements are capitalized, and expenditures for maintenance and repairs are expensed to operations as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in Other loss, net in the Consolidated Statement of Operations and Comprehensive Loss. The Company capitalizes certain costs incurred for internally developed and licensed software upon the establishment of technological feasibility. Costs incurred during the preliminary project stage and post- implementation stage of an internal-use software project are expensed as incurred while costs incurred during the application development stage of an internal-use software project are capitalized. Costs related to updates and enhancements to the software are only capitalized if they result in additional functionality to the Company. Software licenses which are part of cloud computing hosting arrangements are capitalized only if the Company can take possession of the software at any time without significant penalty and can run the software on its own (or on an independent third party’s) hardware; otherwise, Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 11
such costs are deferred and expensed over the term of the contract and included in Other current assets and Other noncurrent assets, net in the Consolidated Balance Sheet. Costs for capitalizable projects which are not complete are classified as construction in process and are not amortized until they are put into use. Depreciation for fixed assets computed using the straight-line method is calculated using the following estimated useful lives: Asset Category Useful Life Furniture and fixtures 5 to 7 years Office equipment 5 years Computer equipment 3 years Software 3 years Leasehold improvements Length of lease or 5 years, whichever is less Goodwill and Intangible Assets The excess of the purchase price of an acquisition over the fair value of the identifiable tangible and intangible net assets is assigned to goodwill. The Company is required to test goodwill for impairment at least annually, or if triggering events are identified. The Company tests goodwill for impairment at the reporting unit level by either performing a qualitative assessment or a quantitative test. The qualitative assessment is an assessment of historical information and relevant events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The quantitative assessment is an assessment when the Company compares the fair value of each reporting unit with its carrying amount to determine if there is a potential impairment of goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. As of October 1, 2024, the Company performed the impairment test, and determined no impairment was required and there were no events or changes since the period following the annual impairment review through December 31, 2024 that would cause the Company to perform an interim period impairment assessment. Definite-lived intangible assets are stated at fair value at the date of acquisition, less accumulated amortization. Customer-related and contract-based assets, non-compete agreements, and trade names are amortized over the related estimated lives and contract periods, which range from 3 to 21 years generally on a straight-line basis or as the related benefits are consumed. Customer-related and contract- based assets primarily consist of records and files that contain information about insurance policies and the related insured parties that are essential to policy renewals. Favorable lease assets or unfavorable lease liabilities that arise from business combinations before the adoption of Accounting Standards Codification (ASC) Topic 842, Leases, are amortized over the remaining term of the respective lease agreements. Definite-lived intangible assets are reviewed for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Annually, the Company conducts an assessment to determine whether there are any triggering events that would require an impairment analysis of the underlying intangible assets. In reviewing intangible assets for recoverability, if the future expected undiscounted cash flows are less than the carrying amount of the respective asset, the Company recognizes an impairment loss based on any excess of the carrying amount over the fair value of the assets. There were no events that would trigger the Company to perform the impairment analysis for the year ended December 31, 2024. Revenue Recognition The Company recognizes revenue in accordance with Revenue from Contracts with Customers, by following a five-step model: (1) identifying the contract with the customer, (2) identifying performance Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 12
obligations, (3) determining the transaction price, (4) allocating the transaction price to performance obligations, and (5) recognizing revenue when the performance obligation is satisfied. Commissions and Fees: Commissions are fixed at the contract effective date and generally are based on a percentage of premiums for insurance coverage or employee headcount for employer sponsored benefit plans. Commissions depend on various factors, including the type of risk being placed, the particular underwriting enterprise’s demand, the expected loss experience of the particular risk coverage, and historical benchmarks surrounding the level of effort necessary for us to place and service the insurance contracts. Commission revenues are recognized on the effective date of the insurance policy, which is the date that the control of the insurance policy transfers to the customer upon satisfaction of the related performance obligation. Fee revenues, negotiated in lieu of commissions, are recognized in the same manner as commission revenue. Fee revenues generated from other services, which include but are not limited to third party claims administration and other risk management consulting services, are recognized throughout the contract term, typically within one year as the services are rendered, and the related performance obligation is satisfied. Fee revenues received in advance are deferred until the related performance obligation is satisfied which is either on effective date of the insurance policy or over the term of the insurance policy as services transfer to the customer. In certain circumstances, the Company provides more than one performance obligation to the customer that is comprised of placement of an insurance policy and other post-placement services. For consideration allocated to the placement of an insurance policy, the Company recognizes revenue on the policy effective date. For certain products, remaining consideration is allocated to other performance obligations based on their relative fair values over the term of the insurance policy, which is generally one year or less, as the services are rendered. Management reserves for estimated policy cancellations based upon historical cancellation experience adjusted in accordance with known circumstances. Other Supplemental Commissions. Other supplemental commissions are paid by an insurance carrier based on historical performance criteria and are generally established annually in advance of a contractual period. Other supplemental commissions includes incentives and guaranteed supplemental commissions. Other supplemental commissions are estimated and accrued on the effective date of an insurance policy. For supplemental revenue contracts, our obligation to the underwriting company is fully earned and recognized consistent with the performance of our obligations. Contingent Revenue: Profit-sharing contingent commissions represent variable consideration from insurance carriers that may be received in certain cases separate from commissions and fees and are generally received within one year. A profit-sharing contingent commission is a commission paid by an insurance carrier and is based on, among other things, the overall underwriting results and/or growth of the business placed with that insurance carrier during a particular performance year and is determined after the contractual period. These revenues are variable in nature until all contingencies are resolved and therefore estimated and recognized at which time significant reversal of contingent revenue is not probable. As such, an estimated amount of consideration that will be received from the insurance carrier the following year is accrued on the effective date of the insurance policy. Because our expectation of the ultimate contingent revenue amounts to be earned can vary from period to period, especially in contracts sensitive to loss ratios, our estimates might change significantly from quarter to quarter. Variable consideration is recognized when we conclude, based on all the facts and information available at the reporting date, that it is probable that a significant revenue reversal will not occur in future periods. Transaction Expenses In the process of acquiring companies, the Company incurs certain incremental costs associated with consummating the transactions. These costs are expensed as incurred and include, but are not limited to, fees paid for legal, advisory, accounting and valuation experts. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 13
Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist of investments. The Company’s investments are available-for-sale fixed maturity securities in corporate and government obligations, as well as non-agency Mortgage Backed Securities (MBS) and Asset Backed Securities (ABS). These investments are managed by professional investment managers under investment guidelines. As of December 31, 2024, there was no significant concentration of financial instruments in a single investee, industry or geographic location. Reserve for Unpaid Losses and Loss Adjustment Expenses The Captive is licensed as a Class 4 sponsored captive insurance company and, as such, is authorized to be a reinsurer and direct writer of insurance. The Captive writes and reinsures workers’ compensation business and excess liability business only for policyholders associated with a subsidiary of the Company. Unpaid claims and loss adjustment expenses consist of (1) case or claims reserves for known claims that are unpaid as of the balance sheet date; (2) incurred but not reported reserves for claims when the insured event has occurred but has not been reported to the Company; and (3) loss adjustment expense reserves for the expected costs of settling these claims. The Company estimates incurred but not yet reported losses using actuarial principles and assumptions based on settlement factors derived from its historical experiences, which reflect judgments and possible adjustments based on data such as historical and projected claim incidence patterns, claim size, expected payment patterns and period. The Company recognizes the best estimate of the ultimate liability under moderately adverse conditions. The methods for making such estimates, and for establishing the resulting liability, are continually reviewed and any adjustments are reflected in current earnings. During the year ended December 31, 2024, the Company incurred expenses associated with current period claims of approximately $11.7 million offset by prior period developments of approximately $1.6 million, and made loss and loss adjustment expense payments associated with current and prior period claims of approximately $1.6 million and $7.3 million, respectively. Debt Issuance Costs Debt issuance costs related to a recognized debt liability are directly deducted from the carrying amount of the debt. These costs, along with debt discounts, are deferred and amortized over the term of the debt using the effective interest method. Upfront commitment fees and unamortized debt costs associated with the Company’s revolving loan credit facility are classified as other current assets and amortized ratably over the term of the arrangement. Amortization expense from debt issuance costs is included within Interest expense, net on the Consolidated Statement of Operations and Comprehensive Loss. Fair Value Measurements As defined by the FASB, the Company established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows: Level 1 Observable inputs such as quoted prices for identical assets in active markets; Level 2 Inputs other than quoted prices for identical assets in active markets that are observable either directly or indirectly; and Level 3 Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 14
The carrying amounts of the Company’s financial assets and liabilities, including cash and cash equivalents; restricted cash; trust cash; accounts receivable; carrier payables; accounts payable; customer advances; producer payables; reserve for unpaid losses and loss adjustment expenses; contract assets; contract liabilities and deferred revenue as of December 31, 2024 approximate fair value because of the short-term maturity of these instruments. Accumulated Other Comprehensive Income (Loss) Other comprehensive income (loss) includes certain transactions that have generally been reported in the Consolidated Statement of Shareholders’ Equity and Mezzanine Equity. The following tables summarize the components and changes in accumulated balances of other comprehensive income (loss) for the year ended December 31, 2024: ($ in thousands) Foreign currency translation Fixed maturity securities available-for- sale Derivative instruments Total Beginning balance $ (3,788) $ (1,332) $ (1,614) $ (6,734) Other comprehensive income (loss) before reclassifications (3,380) (2,523) (1,464) (7,367) Reclassified to earnings — 2,623 2,906 5,529 Net impact to SOCI (3,380) 100 1,442 (1,838) Ending balance $ (7,168) $ (1,232) $ (172) $ (8,572) Interest Rate Contracts Interest rate contracts are valued using pricing models that are based on certain assumptions and readily observable market-based inputs, including yield curves and implied volatilities of closely related instruments, for which transparent pricing is available. The Company reflects the credit considerations inherent in the derivative contracts with both positive and negative exposures over the remaining life of the derivative. The credit spreads calculated for each party (e.g., the hedging entity and the bank counterparty) are converted into default probabilities. The default probabilities of the hedging entity are applied to the negative exposures, resulting in a positive credit adjustment, and the default probabilities of the bank counterparty are applied to the positive exposures, resulting in a negative credit adjustment. The bilateral credit valuation adjustment is the sum of the positive and negative adjustments. The Company enters into hedging contracts (generally, interest rate swaps and caps) to manage the associated interest rate risk in its variable interest rate debt obligations at what management believes are acceptable levels. These debt obligations expose the Company to variability in interest payments due to changes in interest rates. The Company believes it is prudent to limit the variability of a portion of its interest payments and the Company has protected against future increases in interest rates by entering into interest rate contracts whereby the Company receives variable interest rate payments and makes fixed interest rate payments on a portion of its debt to a designated counterparty (for swaps), or the Company receives payments from a designated counterparty when variable rates exceed the specified strike rate of the contract (for caps). The fair value of these interest rate contracts is recorded on the Consolidated Balance Sheet as an asset or liability with the related gains or losses reported as a component of accumulated other comprehensive income (loss) in the Consolidated Statement of Operations and Comprehensive Loss. Changes in fair value are reclassified from accumulated other comprehensive income (loss) into earnings as an adjustment to interest expense in the same period that the hedged items affect earnings. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 15
Earn-Out Payables Earn-out payables are recorded at fair value based on the present value of the expected future payments that are to be made to the sellers of the acquired entities. The Company estimates the future performance of acquired entities using financial projections that are primarily based on earnings before interest tax depreciation and amortization (“EBITDA”) or revenue targets to be achieved over one to three years. The expected future payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the acquired entities to achieve the target EBITDA or revenue. Revenue growth rates range from 6.0% to 18.0% and the discount rates range from 8.0% to 11.0%. On a quarterly basis, the Company reassesses its current estimates of performance relative to the financial targets and adjusts the liability to fair value. Changes in financial projections, market participant assumptions for revenue growth and profitability, or the risk-adjusted discount rate, would result in a change in fair value of recorded earn-out payables. See Note 3 for a reconciliation of acquisition earn-out payables measured at fair value on a recurring basis. Fixed Maturity Securities Corporate bonds (foreign and domestic) are valued by models using inputs that are derived principally from or corroborated by observable market data. In the instance that observable market data is unavailable, the Company incorporates inputs from third-party sources and applies reasonable judgment in developing assumptions used to estimate the probability of collecting all contractual cash flows. U.S. government and agency securities are estimated using values obtained from independent pricing services and based on expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of the investments. For asset-backed securities, including residential MBS, commercial MBS, and other ABS, the Company uses values obtained from independent pricing services. The independent pricing service may consider various factors in determining fair value, including but not limited to, the type of security, issuer-specific news and/or long-term outlook, market conditions and other relevant information, size and position in the issuer’s capital structure, information available in the issuer’s financial statements or other reports, the price and extent of public trading in similar securities of the issuer or comparable companies, and/or factors deemed relevant and appropriate. Leases The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. Under Topic 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company made an accounting policy election under Topic 842 not to recognize right-of-use (ROU) assets and lease liabilities for leases with a term of twelve months or less. For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease. When material leases are acquired in business combinations, the Company is required to measure the acquired lease liabilities at the present value of the remaining lease payments as if the acquired leases were new leases. A reassessment of the lease term, lessee options to purchase an underlying asset, lease payments, and discount rates is performed as of the date of acquisition. The ROU assets are then Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 16
remeasured at the amount of the lease liability, adjusted for any off-market terms present in the acquired leases. Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index). Subsequent changes in an index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. Payments for terminating the lease are included in the lease payments only when it is probable they will be incurred. The Company’s leases may include a non-lease component representing additional services transferred to the Company, such as common area maintenance for real estate. The Company made an accounting policy election to account for each separate lease component and the non-lease components associated with that lease component as a single lease component. Non-lease components that are variable in nature are recorded in variable lease expense in the period incurred. The Company utilizes discount rates to determine the present value of the lease payments based on information available at the commencement date of the lease. The Company uses an incremental borrowing rate based on factors such as the lease term, the Company’s credit rating and current market valuations for similarly rated credits in the market, as the rate implicit in the lease is not always readily available. Incremental borrowing rates are updated quarterly and the new rates are used for the acquired leases and lease modifications occurring in the following quarter. Equity-Based Compensation The Company’s employees are participants in The AssuredPartners Group LP Equity Incentive Plan (Incentive Plan), an equity incentive plan sponsored by the Parent which awards profits interest units of the Parent to certain participating employees of the Company who have substantial responsibility for the management and growth of the Company. These awards are accounted for as equity-classified stock- based compensation awards under ASC Topic 718, Stock Compensation. Compensation expense for these awards is measured as the grant-date fair value of the award and is recognized in the Consolidated Statement of Operations and Comprehensive Loss over the vesting terms of the employees’ agreements. Defined Contribution Plan The Company sponsors a defined contribution plan covering eligible employees of the Company. Under this plan, the Company at its discretion may make an employer matching contribution and nonelective contribution on an annual basis. The employer matching contribution is limited to 6% of annual compensation. For the year ended December 31, 2024, the Company contributed 50% of the first 6% of annual compensation that a participant contributed to the Plan. Company matching contributions to the plan were approximately $30.8 million in 2024. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (ASC 740). Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates which apply to the taxable income in years in which these temporary differences are expected to impact taxable income. The effect on deferred tax assets and liabilities because of a change in tax rates is recorded in the results of continuing operations in the period that includes the enactment date under law. The Company reduces deferred tax assets by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. All significant available positive and negative evidence is considered in determining the amount of valuation allowance required, which includes, but is Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 17
not limited to, the Company’s estimate of future taxable income and any applicable tax-planning strategies. Establishment or reversal of certain valuation allowances may have a significant impact on both current and future results. For uncertain tax positions, ASC 740 prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company records interest and penalties, if any, related to unrecognized tax benefits in the provision for income taxes. Foreign Currency Transactions The Company’s functional currency is the U.S. dollar. The Company has exposure to foreign currency translation gains and losses arising from foreign operations. The revenues, expenses, and financial results of these foreign subsidiaries are recorded in their respective functional currencies. The financial statements of these subsidiaries are translated into U.S. dollars using a current rate of exchange, with gains or losses, net of tax as applicable, included in accumulated other comprehensive income (loss) within the Consolidated Statement of Shareholders’ Equity and Mezzanine Equity. Realized gains and losses on foreign exchange resulting from the settlement of the Company’s foreign currency assets and liabilities and unrealized impacts on foreign exchange resulting from remeasurement recognized as a component of Other loss, net on the Consolidated Statement of Operations and Comprehensive Loss. New Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. The standard requires disaggregated income tax information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 requires non-public business entities to provide qualitative disclosures about specific categories of reconciling items and individual jurisdictions that result in a significant difference between the statutory tax rate and the effective tax rate. Additionally, ASU 2023-09 requires that disclosures of taxes paid by non-public business entities must be disaggregated into federal, state and foreign tax components, and separate disclosure of taxes paid to individual jurisdictions to which greater than 5% of the total taxes are paid. The Company is subject to the provisions of this standard for annual periods beginning after December 15, 2024 and is currently evaluating the impact of this standard on its disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting-Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. We are currently evaluating the impact of adoption of the standard update on its financial statement disclosures. 2. Revenue from Contracts with Customers Disaggregation of Revenue Property & Casualty (P&C): The Company’s commissions earned from P&C products and services are comprised of a broad range of insurance lines that are offered to middle-market businesses, public institutions, and individuals. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 18
Employee Benefits (EB): The Company places EB products and provides consulting and administrative support services on both fully insured and self-insured EB plan structures for employers of all sizes. Services & Other: The Company offers various services which include, but are not limited to, risk management, consulting, and third-party administration services to customers in a wide variety of industries. The following table summarizes total revenues for the year ended December 31, 2024: ($ in thousands) Commissions and fees $ 2,708,186 Other supplemental commissions 109,998 Contingent revenue 120,875 Total Revenues from Contracts with Customers 2,939,059 Investment income 6,625 Total Revenues $ 2,945,684 The following table summarizes revenue from contracts with customers, disaggregated by type of revenue and by product line, for the year ended December 31, 2024: ($ in thousands) P&C Commissions and fees $ 1,771,206 Other supplemental commissions 39,009 Contingent revenue 120,875 Total P&C revenue $ 1,931,090 EB Commissions and fees $ 681,919 Other supplemental commissions 70,899 Total EB revenue $ 752,818 Services & Other Commissions and fees $ 255,061 Other supplemental commissions 90 Total Services & Other revenue $ 255,151 Total Commissions and fees $ 2,708,186 Other supplemental commissions 109,998 Contingent revenue 120,875 Total Revenues from Contracts with Customers $ 2,939,059 Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 19
Contract Balances The Company presents contract assets and contract liabilities as of December 31, 2024 as reflected below: ($ in thousands) Billed receivables, net of allowance for credit losses $ 481,214 Unbilled receivables 449,688 Contract assets 125,934 Accounts receivable, net of allowance for credit losses 1,056,836 Accounts receivable, non-current portion 49,578 Total accounts receivable $ 1,106,414 Deferred revenue, current portion $ 66,684 Deferred revenue, non-current portion 47,630 Contract liabilities $ 114,314 Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which have not yet been billed in our systems and are reflected in commissions, fees and other receivables in the Company’s Consolidated Balance Sheet. The increase in contracts assets is due to businesses acquired and growth in our business. Revenue recognized during the year ended December 31, 2024 included in deferred revenue as of December 31, 2023 was $49.1 million. As of December 31, 2024, the aggregate amount of the contract price allocated to remaining performance obligations was $114.3 million. Remaining performance obligations represent the portion of the contract price for which work has yet to be performed. The Company records billed receivables when the right to consideration is unconditional, subject only to the passage of time. Unbilled receivables arise when the Company recognizes revenue for amounts which have not yet been billed but performance obligations have been satisfied. Additionally, contract assets relate to relationships with customers where the Company has satisfied performance obligations under the contract, however, the Company’s right to the receipt of consideration is conditional primarily based on underwriting results, but may also reflect considerations for volume, growth and/or retention. These contract assets primarily relate to profit-sharing contingent commissions from insurance carriers for which the revenue cannot be collected until all contingencies are resolved which typically occurs a year subsequent to the end of the contract period. Contract liabilities relate to payments received in advance of the Company satisfying performance obligations under its contracts. Contract liabilities are reported as deferred revenue, current portion and deferred revenue, non-current portion in the Consolidated Balance Sheet as of December 31, 2024. Deferred Costs Costs incurred by the Company to obtain a customer contract (costs to obtain) are capitalized and amortized over 15 years based on the expected life of the underlying customer relationships. As of December 31, 2024, costs to obtain of approximately $74.9 million are recorded within other non-current assets, net in the Consolidated Balance Sheet. Certain contract related costs, including pre-placement brokerage costs to fulfill a customer contract (costs to fulfill), are capitalized and are amortized on a systematic basis consistent with the transfer of control of the services to which the asset relates, which is generally less than one year. As of December 31, 2024, costs to fulfill of approximately $89.0 million are recorded within other current assets in the Consolidated Balance Sheet. The amount of amortization of Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 20
the deferred contract costs was $5.4 million for the year ended December 31, 2024, which is included within compensation expense on the Consolidated Statement of Operations and Comprehensive Loss. 3. Business Combinations During the years ended December 31, 2024, the Company completed 25 acquisitions. The Company acquired substantially all the net assets of the companies primarily in exchange for cash and accounted for these acquisitions using the acquisition method for recording business combinations. The results of the acquired companies are included in the Consolidated Statement of Operations and Comprehensive Loss from the date of acquisition. Certain amounts recorded reflect management’s best estimate as of the balance sheet date and may change during the measurement period (not to exceed one year from date of acquisition). During the year ended December 31, 2024, adjustments made within the permitted measurement period as well as certain reclassifications resulted in a decrease to goodwill as disclosed in Note 6. Total consideration transferred during the year ended December 31, 2024 was as follows: ($ in thousands) Location Multiple Date of Acquisition Multiple Cash $ 243,674 Purchase price holdback 4,163 Earn-out payables 30,170 Total consideration transferred $ 278,007 Maximum potential earn-out payable $ 103,242 Amounts of identifiable assets acquired and liabilities assumed for the business combinations consummated during the year ended December 31, 2024 were as follows: ($ in thousands) Cash $ 3,814 Trust cash 15,029 Other current assets 14,830 Fixed assets 1,874 Goodwill 162,515 Definite-lived intangibles 109,435 Operating lease right-of-use assets 3,748 Total assets acquired $ 311,245 Current liabilities 29,806 Lease liability 3,432 Total liabilities assumed 33,238 Total net assets acquired $ 278,007 During the year ended December 31, 2024, approximately $2.1 million in cash was paid for certain measurement period adjustments associated with prior acquisitions. Of the $162.5 million of goodwill acquired in 2024, approximately $147.6 million is expected to be tax deductible and is amortized over 15 years for income tax purposes starting in the current year. The remaining $14.9 million relates to international acquisitions that are not tax deductible for income tax purposes. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 21
For the 2024 acquisitions, goodwill is attributable to the anticipated growth of the acquiree’s market upon implementation of the Company’s business model. Acquisition Earn-Out Payables As of December 31, 2024, the fair values of the estimated acquisition earn-out payables were re- evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3). See Note 14 for additional details. The resulting additions, payments and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the year ended December 31, 2024 were as follows: ($ in thousands) Balance as of beginning of the period $ 410,518 Estimated earn-out payables from new acquisitions 30,170 Payments for acquisition earn-out payables (83,648) Payments on acquisition earn-outs in excess of originally estimated (98,184) Other measurement period adjustments and reclassifications (30,442) Subtotal 228,414 Net change in earnings from estimated acquisition earn-out payables Change in fair value on estimated acquisition earn-out payables 39,959 Interest expense accretion 28,039 Net change in earnings from estimated acquisition earn-out payables 67,998 Balance as of end of the period 296,412 Earn-out payables, current portion 248,420 Earn-out payables, non-current portion $ 47,992 Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 22
4. Investments The amortized cost and fair value of the Company’s investments as of December 31, 2024 are as follows: ($ in thousands) Amortized Cost Gross Unrealized Losses Gross Unrealized Gains Allowance for Credit Losses Fair Value Government obligations: US government $ 15,613 $ (822) $ 75 $ — $ 14,866 US agency: Residential MBS 7,496 (391) 23 — 7,128 Commercial MBS — (3) 3 — — Other ABS 1 (1) — — — Total US agency 7,497 (395) 26 — 7,128 Total government obligations 23,110 (1,217) 101 — 21,994 Corporate bonds: United States 10,536 (415) 47 — 10,168 Other foreign 633 (38) 5 — 600 Total corporate bonds 11,169 (453) 52 — 10,768 Non-agency ABS: Residential MBS 65 (7) 1 — 59 Commercial MBS 1 (1) — — — Other ABS 3,412 (15) 18 — 3,415 Total non-agency ABS 3,478 (23) 19 — 3,474 Total investments $ 37,757 $ (1,693) $ 172 $ — $ 36,236 Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 23
The number, fair values, and duration of investments in a continuous loss position as of December 31, 2024, are as follows: Less than 12 Months Greater than 12 Months ($ in thousands, except for investment quantities) Number of Investments Gross Unrealized Losses Estimated Fair Value Number of Investments Gross Unrealized Losses Estimated Fair Value Government obligations: US government 15 $ (165) $ 6,570 18 $ (657) $ 6,406 US agency: Residential MBS 39 (89) 3,122 61 (302) 3,251 Commercial MBS — — — 1 (3) — Other ABS 1 (1) — — — — Total US agency 40 (90) 3,122 62 (305) 3,251 Total government obligations 55 (255) 9,692 80 (962) 9,657 Corporate bonds: United States 114 (92) 4,000 110 (323) 3,644 Other foreign 9 (5) 25 14 (33) 428 Total corporate bonds 123 (97) 4,025 124 (356) 4,072 Non-agency ABS: Residential MBS 3 (4) 25 3 (3) 34 Commercial MBS 2 (1) — — — — Other ABS 23 (15) 1,299 3 — 80 Total non-agency ABS 28 (20) 1,324 6 (3) 114 Total investments 206 $ (372) $ 15,041 210 $ (1,321) $ 13,843 No securities were determined to be credit loss impaired during the years ended December 31, 2024. As of December 31, 2024, the Company did not have an intent to sell securities that were in unrealized loss positions and it was more likely than not that the Company would not be required to sell these securities before recovery of the amortized cost basis, which may be at maturity. In making this determination, the Company considered its current and projected liquidity position, its investment policy as to permissible holdings and concentration limits, regulatory requirements, and other relevant factors. A summary of the amortized cost and fair value of fixed maturity securities as of December 31, 2024, by contractual maturity, is as follows: ($ in thousands) Amortized Cost Fair Value Due in one year or less $ 628 $ 657 Due in over one year through five years 14,743 14,289 Due after five through ten years 11,205 10,485 Due after ten years 206 203 Total fixed maturity investments 26,782 25,634 Agency and non-agency MBS and ABS 10,975 10,602 Total investments $ 37,757 $ 36,236 Expected maturities may differ from stated due dates because borrowers may have the right to call or prepay obligations. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 24
5. Fixed Assets, net The major classes of fixed assets as of December 31, 2024 are as follows: ($ in thousands) Office equipment $ 14,604 Furniture and fixtures 53,852 Computer equipment 48,549 Leasehold improvements 27,941 Software 158,417 Other 640 Total fixed assets 304,003 Accumulated depreciation (133,941) 170,062 Construction in process 1,949 Fixed assets, net $ 172,011 For the year ended December 31, 2024, depreciation expense for fixed assets was $43.2 million. 6. Goodwill The changes in goodwill for the year ended December 31, 2024 are as follows: ($ in thousands) Balance as of January 1, 2024 $ 5,704,400 Goodwill of acquired businesses 162,515 Measurement period adjustments and reclassifications (25,861) Balance as of December 31, 2024 $ 5,841,054 During the year ended December 31, 2024, the Company voluntarily changed the date of the annual goodwill impairment assessment for all of its reporting units from September 30 to October 1 and, therefore, evaluated goodwill for impairment on October 1, 2024. This voluntary change in the annual goodwill assessment date is a change in accounting principle, which the Company believes is preferable as it provides the Company additional time to complete the annual assessment in advance of its year-end reporting, especially in periods when complex fair value measurement is required. This change in the annual assessment date does not delay, accelerate or avoid an impairment charge. This change was not applied retrospectively as it was impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change has been applied prospectively. This change in the assessment date is not a material change to the Company’s financial statements. As such, the Company prospectively applied the change in annual goodwill impairment testing date. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 25
7. Definite-Lived Intangible Assets, net The carrying amount of the definite-lived intangible assets, net, as of December 31, 2024, are as follows: ($ in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Life Customer-related and contract-based $ 4,146,580 $ (1,176,397) $ 2,970,183 11.1 Non-compete agreements 11,084 (10,580) 504 1.2 Trade name 25,888 (2,702) 23,186 17.5 Other 3,895 (2,174) 1,721 7.8 Balances as of December 31, 2024 $ 4,187,447 $ (1,191,853) $ 2,995,594 During 2024, customer-related and contract-based assets with a gross carrying value of $53.8 million and a net book value of $42.6 million, and noncompete agreements with a gross carrying value of $1.6 million and a net book value of $0.6 million, were determined to be fully impaired. The impairment charges for these assets are included within depreciation and amortization expense on the Consolidated Statement of Operations and Comprehensive Loss. The estimated future amortization expense for definite-lived intangible assets is as follows: ($ in thousands) 2025 $ 271,751 2026 272,494 2027 271,231 2028 270,251 2029 269,056 Thereafter 1,640,811 $ 2,995,594 8. Other Current Assets The other current assets balance consists of the following as of December 31, 2024: ($ in thousands) Deferred compensation $ 89,023 Deferred financing costs 1,280 Deferred costs on cloud computing hosting arrangements 12,204 Tax receivable 11,945 Other 23,540 Total other current assets $ 137,992 As of December 31, 2024, the Company had approximately $12.2 million included in other current assets on the Company's Consolidated Balance Sheet related to certain implementation costs for software as a service arrangements. Implementation costs relate primarily to back office systems including the Company's ERP system for use beginning in 2025. See Note 1 Summary of Significant Accounting Policies. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 26
9. Accrued Expenses and Other Current Liabilities The accrued expenses and other balance consists of the following as of December 31, 2024: ($ in thousands) Accrued compensation and benefits $ 194,362 Accrued interest 30,448 Lease liability, current portion 37,251 Purchase price holdback 7,421 Other accrued expenses 88,399 Total accrued expenses and other $ 357,881 10. Long-Term Debt, net The components of the Company’s long-term debt, net, as of December 31, 2024 are as follows: ($ in thousands) First lien term loans $ 5,680,092 Revolver loans — 2025 Notes, 7%, interest paid semiannually — 2027 Notes, 8%, interest paid semiannually — 2029 Notes, 5.625%, interest paid semiannually 550,000 2032 Notes, 7.5%, interest paid semiannually 500,000 Obligations under finance lease 238 Total long-term debt 6,730,330 Less: Total unamortized debt discounts and debt issuance costs(1) (96,840) Long-term debt, net, current portion (40,953) Long-term debt, net, non-current portion $ 6,592,537 1 Includes $16,315 as of December 31, 2024 of current unamortized debt discounts and debt issuance costs. Unamortized debt issuance costs associated with the revolver loans are classified as other current assets. Credit Facility The Company’s Credit Facility consists of (i) first lien term loans (First Lien Term Loans), and (ii) a revolving loan credit facility (Revolver Loans). All obligations under the Credit Facility are unconditionally guaranteed by the Company and certain subsidiaries. All obligations and guarantees of such obligations under the Credit Facility are secured by substantially all assets of the Company and each guarantor, subject to certain exceptions. The Revolver Loans have borrowing limits up to approximately $600.0 million and are scheduled to mature in August 2028. The Credit Facility also contains affirmative covenants (e.g., the Company is required to make certain prepayments out of cash flow) and negative covenants (e.g., the Company is limited from incurring additional indebtedness, making payments to the Company’s equity unit holders and selling certain of its assets, except, in each case, as otherwise permitted). As of December 31, 2024, the Company had $599.8 million available in Revolver Loan capacity and was in compliance with all financial covenants. The Credit Facility contains covenants that limits the ability of the Company and its subsidiaries to, among other things: (i) enter into sale and leaseback transactions; (ii) engage in mergers or consolidations; (iii) sell assets; (iv) pay dividends an distributions or repurchase capital stock; (v) make investments, loans or advances; (vi) repay subordinated indebtedness; (vii) make certain acquisitions; (viii) engage in certain transactions with affiliates; (ix) amend material agreements governing its subordinated indebtedness; and (x) change its lines of business. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 27
The table below represents the key terms of amendments to the debt instruments in 2024: Debt Amendment Date of Amendment First Lien Term Loans Borrowed (in millions) Applicable % margin in addition to SOFR (1) Maturity Date Credit Facility February 16, 2024(2) 500.00 3.50% February 2031 Revolver February 16, 2024(2) — 3.50% August 2028 Credit Facility April 9, 2024(3) 4,620.00 3.50% February 2031 Credit Facility October 7, 2024(4) 600.00 3.50% February 2031 1 Secured Overnight Financing Rate 2 The Company amended the terms of the Credit Facility to obtain an additional $500.0 million in First Lien Term Loans and increase its Revolver capacity to $600.0 million. These borrowings were used to pay down the outstanding balance on the Revolver Loans, finance acquisitions, and for other general corporate purposes. 3 The Company amended the terms of the Credit Facility to refinance $4.6 billion in outstanding First Lien Term Loans originated before 2024 and to revise certain terms of its Revolver Loans. The Credit Facility is not subject to any financial maintenance covenants. 4 The Company amended the Credit Facility to obtain an additional $600 million in First Lien Term Loan. Proceeds from the new First Lien Term Loan were used to repay the principal and accrued interest of the 2027 Notes and for general corporate purposes. As a result of the amendments in 2024, the Company wrote off certain discounts and debt issuance costs, resulting in a debt extinguishment loss of $10.1 million during the year ended December 31, 2024. Notes The Company issued the 2025 Notes and the 2027 Notes at par on August 2, 2017 and May 13, 2019, respectively. The Company issued the 2029 Notes and 2032 Notes at par on the following dates as shown in the table below. On February 14, 2024, the Company issued $500.0 million in aggregate principal amount of 7.50% senior unsecured notes due February 15, 2032 at par (the 2032 Notes). Net proceeds after discounts and customary fees were approximately $495.0 million and were used to retire the 2025 Notes. In October 2024, proceeds from the new First Lien Term were used to repay the principal and accrued interest of the 2027 notes. The 2029 Notes and 2032 Notes are referred to collectively herein as the Notes. The Notes may be individually redeemed in whole, or in part, at any time prior to the respective initial redemption dates as shown in the following table, at a redemption price calculated using a formula designed to provide the bondholders with a make-whole premium. Before the initial redemption dates, the Company may also individually redeem the respective Notes, on one or more occasions, at an initial redemption price as noted below, up to 40% of the aggregate principal amount of the respective Notes in an amount not to exceed the net cash proceeds of certain equity offerings provided that at least 50% of the respective Notes from their respective original issue date remain outstanding after giving effect to such redemption. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 28
After the initial redemption dates, the Company may redeem the respective notes at the following redemption prices: 2029 Notes 2032 Notes Note amount issued (at par) $550 million $500 million Issuance date December 10, 2020 February 14, 2024 Initial redemption before December 15, 2023 February 15, 2027 Initial redemption price (subject to conditions above) 105.625% + accrued interest 107.5% + accrued interest Redemption after December 15, 2023 February 15, 2027 Redemption price 102.813% 103.750% Redemption after December 15, 2024 February 15, 2028 Redemption price 101.406% 101.875% Redemption after December 15, 2025 February 15, 2029 Redemption price 100% 100% Maturity date January 15, 2029 February 15, 2032 As it relates to the Notes, if the Company experiences certain change of control events, the Company is required to offer to repurchase at 101% of the principal amount of such notes plus accrued and unpaid interest, if any. The Notes also include a change of control portability feature whereby the Company does not have to make an offer to repurchase (and holders of the notes do not have the ability to require such repurchase), so long as the change of control qualifies as a Permitted Change of Control. In order to qualify as a Permitted Change of Control, on the date of the change of control: a. The Company’s Moody’s corporate rating must be B3 (stable) or better, and the Company’s S&P corporate rating must be B (stable) or better; and b. The Consolidated Total Net Debt Ratio (as defined) is equal to or less than 7.00x for the 2027, 2029 and 2032 Notes. The Notes are fully and unconditionally guaranteed on a joint-and-several basis by the Company’s 100% owned domestic subsidiaries. The Notes are senior unsecured obligations of the Company and are senior in right of payment to all existing and future subordinated indebtedness of the Company and rank equally in right of payment with all existing and future senior indebtedness of the Company, including the existing Credit Facility obligations. The Notes are effectively subordinated to the obligations under the existing Credit Facility, to the extent of the value of the assets securing such indebtedness. Principal maturities of long-term debt as of December 31, 2024 are as follows: ($ in thousands) 2025 $ 57,299 2026 57,399 2027 57,230 2028 57,230 2029 607,230 Thereafter 5,893,942 $ 6,730,330 The fair value of the Company’s debt is estimated based on observable inputs such as the change in yield on comparable indices and unobservable inputs such as the enterprise value. The inputs used to Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 29
determine the fair value of the Company’s debt were classified as Level 2 in the fair value hierarchy. The following table presents the carrying value and fair value of the Company’s long-term debt as of December 31, 2024, including current portions and excluding unamortized debt issuance costs: ($ in thousands) Carrying value Fair value Term loan $ 5,680,092 $ 5,698,000 Revolver — — 2025 Notes — — 2027 Notes — — 2029 Notes 550,000 557,000 2032 Notes 500,000 539,000 11. Derivatives and Hedging Arrangements As of December 31, 2024 the Company has one interest rate cap contract and three cost-free interest rate collars with notional amounts as outlined in the following tables. These derivatives were designated as cash flow hedges against the variability of cash flows from interest payments related to a portion of the Company’s variable-rate debt for accounting purposes. The relevant terms of the Company’s interest rate cap contracts as of December 31, 2024 are as follows: Contract Start Date Contract End Date Original Notional (in thousands) Purchased Strike Rate Benchmark Index September 30, 2024 September 30, 2025 $1,000,000 5.50% 3-month CME Term SOFR Unamortized costs associated with the cap contracts approximates $0.3 million as of December 31, 2024. The interest rate cap premiums represent a hedge component excluded from the assessment of effectiveness and are recognized as interest expense, with a corresponding increase to accumulated other comprehensive income (loss), over the life of the cap contracts on a systematic and rational basis, as documented at hedge inception in accordance with the Company’s accounting policy election. Changes in the valuation of this cap contract are reflected in the recorded derivative asset and accumulated other comprehensive income (loss). During the year ended December 31, 2024, the Company received interest rate cap payments of $2.1 million from the contract counterparty associated with the periods in which the contract strike rate exceeded the benchmark index. These payments reduced interest expense in the stated period. Approximately $4.6 million was recorded as interest expense related to the amortization of the interest rate cap premium during the year ended December 31, 2024. The Company has not received or pledged any collateral related to any derivative contracts as of December 31, 2024. The Company’s interest rate cap contract expired on September 30, 2024. Relevant terms of the contract were as follows: Contract Start Date Contract End Date Original Notional (in thousands) Purchased Strike Rate Benchmark Index March 31, 2023 September 30, 2024 $ 3,500,000 5.25% 3-month CME Term SOFR The interest rate collars are structured such that the Company pays the counterparty an incremental amount if the collar index falls below the floor rate, and receives an incremental amount if the index exceeds the cap rate. All contract indices are based on three-month term SOFR. No payments are required if the collar index falls between the cap and floor rates. Changes in the fair value of these contracts are reflected in the appropriate derivative asset or liability account and accumulated other comprehensive income (loss). Cash flows associated with the interest rate collars are recognized as an Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 30
adjustment to interest expense. Since SOFR was within the collar cap and floor rates, there were no payments received or made for the year ended December 31, 2024. Details of the Company’s cost-free interest rate collar agreements are as follows: Contract Start Date Contract End Date Notional Value at Reporting Date (in thousands) Floor Rate Cap Rate September 30, 2024 September 30, 2025 $ 1,000,000 2.53 % 5.50 % September 30, 2024 September 30, 2025 500,000 2.55 % 5.50 % September 30, 2024 September 30, 2025 1,000,000 2.55 % 5.50 % The fair value of the Company’s interest rate contracts of $44,000 is included in other current assets in the Consolidated Balance Sheet as of December 31, 2024. 12. Shareholders’ Equity, Mezzanine Equity and Equity-Based Compensation Redeemable Series A Preferred Stock (Mezzanine Equity) In May 2019, the Company issued 160,000 shares of Series A Preferred Stock with an initial liquidation preference of $1,000 per share and an aggregate initial liquidation preference of $160.0 million to one investor in exchange for cash consideration of $156.8 million. Shares of Series A Preferred Stock are non- convertible. Holders of the Series A Preferred Stock do not have any voting rights in the operation or management of the Company. Dividends on the Series A Preferred Stock will accrue and accumulate daily at an annual dividend rate on the liquidation preference (equal the sum of the initial liquidation preference and all accrued, accumulated, and unpaid dividends). The annual dividend rate will be 11.5% per annum for the first eight years and then increase by 2.0% for the first year thereafter and 1.0% each subsequent year thereafter, provided that the aggregate increase in the annual dividend rate shall not exceed 5.0%. The Series A Preferred Stock (inclusive of any and all dividends) shall rank senior in priority of payment to all existing and future preferred stock and other capital stock in respect of dividends and upon liquidation, dissolution or winding up of the Company. As long as any share of Series A Preferred Stock is outstanding, no dividends, or distributions on, or purchases or redemption of, junior preferred stock and other capital stock, shall be made, paid or declared. Shares of the Series A Preferred Stock are redeemable at the Company’s option at any time, in whole or in part, in cash at the defined redemption price. Series A Preferred Shares are also contingently redeemable upon specific material events which include any Change in Control events, the consummation of a Qualified Initial Public Offering (IPO), any insolvency event, or any liquidation, dissolution or winding up of the Company or of its significant subsidiaries. After November 13, 2021, the redemption price equals to the liquidation preference (equaling the stated value of $160 million in aggregate or $1,000 per share, plus the aggregate accumulated dividends up to, but excluding the redemption date) multiplied by the applicable redemption percentage, is defined as below: • If the redemption occurs between November 13, 2021 and November 12, 2022, the redemption percentage shall be 103.0%; • If the redemption occurs between November 13, 2022 and November 12, 2023, the redemption percentage shall be 102.0%; • If the redemption occurs between November 13, 2023 and November 12, 2024, the redemption percentage shall be 101.0%; • If the redemption occurs after November 13, 2024, the redemption percentage shall be 100.0%. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 31
As of December 31, 2024, the applicable redemption percentage was 100.0%. For the year ended December 31, 2024, the accrued and unpaid dividend on Series A Preferred Stock amounted to approximately $32.5 million. As of December 31, 2024, the total accumulated unpaid dividends on Series A Preferred Stock amounted to approximately $143.0 million. The Board has not declared a distribution of dividends on the Series A Preferred Stock. Commencing on the 10th anniversary of the issue date, majority holders of the Series A Preferred Stock shall have a right to demand the Company to engage in a process to either effect an IPO or a sale that would result in a change of control of the Company. The Company shall use their reasonable best efforts to pursue an IPO or sale. If the Company breaches such covenant or fails to consummate such IPO or sale within 12 months after such demand is issued, the majority holders may take control of the process and consummate an IPO or sale; provided that such controlled transaction will be structured to maximize cash value to all shareholders. Additionally, such a breach or failure would result in a one-time increase of 2.0% per annum to the dividend rate. Shares of the Series A Preferred Stock issued and outstanding are accounted for as redeemable shares in the mezzanine section on the Company’s Consolidated Balance Sheet as the shares are redeemable outside of the Company’s control. As of December 31, 2024, shares of the Series A Preferred Stock were considered probable of becoming redeemable due to the existence of the sale demand provision. The Company has elected to adjust the carrying value of the redeemable Series A Preferred Stock to their earliest redemption value through the accretion method. In the absence of retained earnings, adjustments to the redemption value were recorded against additional paid-in capital. Common Stock The Company is authorized to issue 2,000 shares of Common Stock with a par value of $0.01 per share. The holder of each share of Common Stock is entitled to one vote on each matter presented before the shareholders. On August 14, 2024, in connection with the Parent’s repurchase of their vested Class C profits Interest Units, 6.73 shares of Common Stock were purchased as treasury stock and retired. Profits Interest Units The employees of the Company’s wholly-owned subsidiary, AssuredPartners, Inc., are participants in The AssuredPartners Group LP Equity Incentive Plan (Incentive Plan), an equity incentive plan sponsored by the Parent which awards equity units of the Parent to certain participating employees of the Company who have substantial responsibility for the management and growth of the Company. The Company’s Class C Profits Interest Units are time-based incentive units awarded to select employees under provisions of the Incentive Plan, which will vest over five years, generally, from the date of grant subject to the employees’ continued employment with the Company; certain awards provide for accelerated vesting upon a change of control of the Company. On August 14, 2024 the Company’s Parent made an offer to certain current and former employees to repurchase, in cash, a portion of their vested Class C profits Interest Units (“Tender Offer”). The Parent repurchased 19,502,569 vested Class C Profits Interest Units for a total of $50.2 million. The Company funded $25.3 million of cash for the Tender Offer to its Parent and has accounted for it as a return of capital to the Parent. The Tender Offer did not result in any additional compensation expense. On September 26, 2024, the Board approved a new class of Profits Interest Units, Class D Profits Interest Units. These units are time-based incentive units awarded to select employees under provisions of the Incentive Plan, which will vest over four years, generally, from the date of grant subject to the employees’ continued employment with the Company; the awards provide for accelerated vesting upon a change of Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 32
control of the Company. During the year ended December 31, 2024, the Company granted 34,500,000 Class D Profits Interest Units. Total equity-based compensation expense for the Profits Interest Units recognized in the Consolidated Statement of Operations and Comprehensive Loss was approximately $29.6 million for the year ended December 31, 2024. As of December 31, 2024, the unrecognized compensation expense is $101.2 million, which is expected to be recognized over a weighted-average period of 2.23 years. The following table summarizes the activity of the Award Units during the year ended December 31, 2024: Award Units Weighted- Average Grant Date Fair Value Outstanding as of January 1, 2024 220,692,150 Granted 82,709,972 $ 0.57 Repurchased under Tender Offer (19,502,569) Forfeited (3,903,715) Outstanding as of December 31, 2024 279,995,838 $ 0.63 Vested as of December 31, 2024 111,405,633 The Parent is a private company. The estimated fair value of the Award Units has been determined by a third-party valuation specialist in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The valuation starts with the estimate of the enterprise value of the Parent using generally accepted valuation methodologies, including discounted cash flow analysis and comparable public company analysis. The total equity value is then allocated among the different classes of equity units of the Parent using the Option-Pricing Method (“OPM”) to arrive at the fair value of the Award Units. The weighted average assumptions used in the OPM to allocate the equity value during 2024 include the following: Risk-free interest rate 4.02 % Expected volatility 33.23 % Expected life (in years) 1.56 The expected volatility was based on historical volatility of a comparable group of entities within similar industries that are public entities, along with other factors. The expected term represented the expected holding period of the Parent until a major liquidity event. The risk-free rate was based on the U.S. Treasury yields for the expected term. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 33
13. Income Taxes The components of the income tax benefit for income taxes for the year ended December 31, 2024 are as follows: ($ in thousands) Current Federal $ 474 State 2,231 Foreign 2,547 Total current provision 5,252 Deferred Federal (8,018) State (14,909) Foreign 395 Total deferred benefit (22,532) Total benefit for income taxes $ (17,280) A reconciliation between the effective tax rate and the federal statutory tax rate for the year ended December, 31, 2024 is as follows: Federal statutory rate 21.00 % State income taxes, net of federal benefit 4.45 Valuation Allowance (2.01) Nondeductible Compensation (5.67) Meals and entertainment (1.42) Equity-based compensation expense (4.64) Other permanent items (0.42) Other (0.89) Effective tax rate 10.40 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 34
Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024 are as follows: ($ in thousands) Deferred tax assets Transaction costs $ 8,779 Net operating losses 29,659 Accruals and reserves 6,195 Charitable contribution carryover - Interest expense carryover 199,164 Deferred revenue 9,918 Interest rate contracts 114 Other 3,238 257,067 Less: Valuation allowance (9,886) Total deferred tax assets 247,181 Deferred tax liabilities Fixed assets (13,738) Intangible amortization (504,067) Deferred costs (42,890) ASC 606 impact (89,841) Other (54) Total deferred tax liabilities (650,590) Net deferred tax liabilities $ (403,409) As of December 31, 2024, the Company has approximately $4.1 billion of net tax-deductible goodwill and other intangible assets, which are generally amortized over 15 years. As of December 31, 2024, the Company had no unrecognized tax benefits or associated interest or penalties recorded. As of December 31, 2024, the Company had a federal net operating loss (NOL) carryforward of $36.8 million and $21.9 million of NOL carryforwards for state income tax reporting purposes. The federal NOL consists of amounts that carryforward indefinitely. The state NOL consists of amounts which expire depending on corresponding state statutes, portions of which will begin to expire in 2034 and portions of which carryforward indefinitely. The Company’s net deferred tax assets include a valuation allowance of $9.9 million as of December 31, 2024, related to interest expense carryforwards. The interest carryforwards can be carried forward indefinitely, subject to an annual limitation. Realization is dependent upon generating sufficient taxable income prior to the utilization of the interest carryforwards. The Company has conducted business and files tax returns in the U.S., U.K., Ireland, and Belgium. The Company’s U.S. federal return is subject to examination for the years 2016 and later, due to NOLs generated in 2016 and subsequent years. The Company’s State returns are subject to examination for the years 2011 and later due to net operating losses generated in 2011 and subsequent years. The Company’s U.K. returns for the 2023 year and later are subject to examination and the Belgium returns for the 2022 year and later are subject to examination. The Ireland returns for the 2021 year and later are subject to examination. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 35
14. Fair Value of Measurements and Financial Instruments The Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2024, are as follows: Fair Value Measurements Using ($ in thousands) Quoted Prices in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of December 31, 2024 Assets Interest rate contracts $ — $ 44 $ — $ 44 Fixed maturity securities: U.S. Government — 14,866 — 14,866 U.S. Agency — 7,128 — 7,128 U.S. Corporate — 10,168 — 10,168 Foreign Government — 600 — 600 Non-agency Residential MBS — — 59 59 Non-agency ABS — — 3,415 3,415 Total securities: — 32,762 3,474 36,236 Total assets at fair value $ — $ 32,806 $ 3,474 $ 36,280 Liabilities Earn-out payables — — 296,412 296,412 Total liabilities at fair value $ — $ — $ 296,412 $ 296,412 There were no financial assets or liabilities recorded at fair value by the Company on a nonrecurring basis as of December 31, 2024. 15. Leases The Company leases premises for general office and administrative purposes from unrelated parties and certain employees under an operating lease agreement that has an average lease term, ranging from 5 to 15. The Company excludes options to extend or terminate a lease from recognition as part of the Company’s ROU assets and operating lease liabilities until those options are reasonably certain and/or executed. The Company’s lease agreements typically do not contain any material residual value guarantees or restrictive covenants. From time to time the Company may enter into subleases if it is unable to cancel or fully occupy a space and are able to find an appropriate subtenant. However, entering subleases is not a primary objective of the Company’s business operations. Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease cost is recognized as a combination of the amortization expense for the ROU assets and interest expense for the outstanding lease liabilities, and results in a front-loaded expense pattern over the lease term. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 36
The following tables provide additional information about the Company’s operating leases. The balances and classification of operating lease right-of-use assets and operating lease liabilities within the Consolidated Balance Sheet as of December 31, 2024 are as follows: ($ in thousands) Assets Balance Sheet Classification Right-of-use assets Operating lease right-of-use assets, net $ 155,723 Liabilities Balance Sheet Classification Current lease liabilities Operating Accrued expenses and other 37,251 Non-current lease liabilities Operating Operating lease liabilities, noncurrent portion 132,011 Total operating lease liabilities $ 169,262 The components of lease cost for operating leases for the year ended December 31, 2024 are as follows: (in thousands) Operating lease cost $ 52,147 Short-term lease cost 860 Sublease income (178) Net lease cost $ 52,829 The weighted-average remaining lease term and the weighted-average discount rate for right-of-use assets as of December 31, 2024 were 5.3 years and 7.71%, respectively. Supplemental cash flow information for operating leases for the year ended December 31, 2024 includes the following: (in thousands) Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 50,328 Non-cash related activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 29,441 The following table shows the Company’s future lease obligations: (in thousands) 2025 $ 48,385 2026 42,911 2027 34,114 2028 26,100 2029 20,009 Thereafter 36,465 Total undiscounted lease payments 207,984 Less: Imputed interest 38,722 Present value of lease liabilities $ 169,262 The Company occupies and leases certain office space owned by employees of the Company. Rent expense incurred for the years ended December 31, 2024 under these leases, which is included in the total lease cost above, was approximately $11.7 million. As of December 31, 2024, the Company had Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 37
additional operating leases that had not commenced of $7.3 million. These operating leases will commence over the next 12 months. 16. Commitments and Contingencies In February 2019, a plaintiff filed suit against his employer and against the Company’s indirectly-owned subsidiary, Keenan & Associates (Keenan), who served as the employer’s workers’ compensation insurance administrator, alleging that he was wrongfully terminated from his employment. The plaintiff alleged that Keenan repeatedly provided inaccurate medical reports to his employer. Before trial, the plaintiff’s employer settled with the plaintiff and agreed to testify that had Keenan provided accurate medical reports, the employer would not have fired the plaintiff in January 2018 and would have rehired him in September 2018. In May 2022, a trial jury returned a liability verdict finding that Keenan had aided and abetted the employer’s violation of California’s Fair Employment and Housing Act and that Keenan had also conspired with the employer to violate the Act. In March 2025, settlement of this suit was agreed upon for $28.0 million, which has been accrued for as of December 31, 2024 in the consolidated financial statements. This matter is subject to insurance coverage with the Company’s primary insurance layer, and as a result, the Company recorded an insurance claim receivable of approximately $10.9 million within Other Current Assets in the Consolidated Balance Sheet as of December 31, 2024. During the year ended December 31, 2024 the Company recognized charges of approximately $17.1 million to Other loss, net in the Consolidated Statement of Operations that represents the amount of the settlement liability for which the Company does not currently expect immediate insurance recovery. However, the Company is in litigation with the various excess insurers disputing all or parts of coverage for this matter seeking to obtain full coverage. Restricted cash on the Consolidated Balance Sheet as of December 31, 2024 includes approximately $57.8 million, which has been pledged as collateral for an appeals bond in connection with an appeal of this case. The restriction on cash will lapse when the related litigation is resolved. On October 8, 2021, AP of South Florida, LLC (APSF), an indirectly-owned subsidiary of the Company, was served with a civil investigative demand (CID) from the U.S. Department of Justice (DOJ). The CID seeks information relating to the operation of Fiorella Insurance Agency, Inc. (Fiorella), certain assets of which were purchased by APSF in February 2021. The CID seeks information relating to operations before and after the acquisition of Fiorella by APSF. To date, APSF, through outside counsel, has engaged with the DOJ to respond to requests for documents and coordinate witness interviews. In connection with the investigation, APSF is working with a compliance consultant to evaluate operations, identify areas for improvement and to implement compliance measures. In December 2023, special agents from the Federal Bureau of Investigation executed search warrants on two APSF employees for their personal devices. After communications with DOJ Criminal Division trial attorneys, the Company accepted service in early January 2024 of a criminal grand jury subpoena to APSF. The grand jury subpoena seeks information and documents among other things, related to the operation of Fiorella before and after APSF’s purchase of certain Fiorella assets as it pertains to the sale of Florida Blue health plans. In April 2024, the Company terminated the contract with Fiorella’s (APSF’s) largest carrier trading partner, and the carrier has moved its business under the contract (which represents the majority of Fiorella’s revenue) to third-party agencies, as is the carrier’s right under the contract. Following a strategic review of the business, after the termination of the contract, management has ceased all business operations of Fiorella. As mentioned in Note 7, management recorded an impairment charge of $43.2 million in 2024 against certain intangible assets of Fiorella in connection with the cessation of these business activities. The Company is cooperating with the DOJ and responding to the grand jury subpoena. The amount of any claims and related costs, if any, cannot be estimated at this time and as such, no provision has been made. On August 27, 2023, Keenan discovered certain disruptions occurring on some Keenan network servers. Keenan activated its incident response plan and engaged leading third-party cybersecurity and forensic experts to investigate and remediate. In relatively short order, Keenan restored full functionality to its systems and was able to minimize business disruption. The incident was the result of ransomware. Due Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 38
to the nature of the incident, Keenan was obligated to provide legally-required notices regarding the incident to a number of its business partners and their respective employees and to certain government agencies. The Company subsequently became subject to a number of class action lawsuits regarding the incident. Following a recent mediation, the Company has entered into an agreement in principle on a nationwide settlement of the class action lawsuits. However, any potential settlement is not yet final or certain because it is subject to preliminary and final court approval, as well as an opt-out and objection process. Other than the matters mentioned above, there are a variety of legal proceedings pending or threatened against the Company. Accruals are recorded when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated based on current law, progress of each case, opinions and views of legal counsel and other advisers, and the Company’s experience in similar matters and intended response to the litigation. These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessment efforts progress or additional information becomes available. The Company expenses amounts for administering or litigating claims as incurred. Neither the outcomes of these matters nor their effect upon the Company’s business, financial condition or results of operations can be determined at this time. On December 9, 2024, Arthur J. Gallagher & Co. (“Gallagher”), a global insurance brokerage, risk management, and consulting services firm, announced it had entered into a definitive agreement to acquire Dolphin TopCo, Inc., subject to customary regulatory approvals, and is expected to close in the second half of 2025. Under the agreement, Gallagher will acquire the stock of Dolphin TopCo for gross consideration of $13.45 billion. 17. Subsequent Events The Company is required to evaluate events and transactions occurring subsequent to December 31, 2024 through March 31, 2025, the date the accompanying consolidated financial statements were available to be issued. During this period, the Company acquired substantially all of the net assets of four companies with cash consideration paid of $4.1 million and maximum potential earn-out payables of $2.7 million. The nature of all businesses acquired are similar in all material respects to the acquisitions previously completed by the Company, and as such the Company expects the purchase price to be allocated in a similar manner. Dolphin TopCo, Inc. Notes to Consolidated Financial Statements 39
Dolphin TopCo, Inc. Condensed Consolidated Financial Statements (Unaudited) for the Six Months Ended June 30, 2025 Exhibit 99.2
Page(s) Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheet As of June 30, 2025 .............................................................................................................................. 1 Condensed Consolidated Statement of Operations and Comprehensive Loss for the Six Months Ended June 30, 2025.................................................................. 2 Condensed Consolidated Statement of Shareholders' Equity and Mezzanine Equity for the Six Months Ended June 30, 2025 ........................................................................................... 3 Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2025 ........................................................................................... 4 Notes to Condensed Consolidated Financial Statements (Unaudited) ......................................... 5 - 25 Dolphin TopCo, Inc. Index
($ in thousands) Assets Current assets Cash and cash equivalents $ 263,042 Restricted cash 37,987 Trust cash 377,497 Fixed maturity securities available-for-sale, at fair value 38,749 Accounts receivable, net of allowance for credit losses of $11,665 1,229,871 Prepaid expenses 37,158 Other current assets 106,354 Total current assets 2,090,658 Accounts receivable, noncurrent portion 71,373 Fixed assets, net 168,027 Goodwill 5,937,780 Definite-lived intangible assets, net 2,922,117 Operating lease right-of-use assets, net 149,736 Other noncurrent assets, net 97,727 Total assets $ 11,437,418 Liabilities and Equity Current liabilities Earn-out payables, current portion $ 162,271 Long-term debt, net, current portion 41,042 Carrier payables 714,372 Accounts payable 128,088 Customer advances 66,371 Producer payables 148,586 Deferred revenue, current portion 51,225 Reserve for unpaid losses and loss adjustment expenses, current portion 4,251 Accrued expenses and other 267,289 Total current liabilities 1,583,495 Earn-out payables, noncurrent portion 51,617 Long-term debt, net, noncurrent portion 6,711,948 Operating lease liabilities, noncurrent portion 126,162 Deferred revenue, noncurrent portion 53,810 Reserve for unpaid losses and loss adjustment expenses, noncurrent portion 29,506 Deferred income tax liabilities, net 377,845 Other noncurrent liabilities 40,861 Total liabilities 8,975,244 Commitments and contingencies (Note 16) Mezzanine Equity: Redeemable Series A Preferred Stock ($0.001 par value, 160,000 shares authorized and outstanding) 320,663 Shareholders' Equity: Common Stock ($0.01 par value, 1,993 shares authorized and outstanding) 20 Additional paid-in capital 2,386,523 Accumulated other comprehensive loss (920) Accumulated deficit (244,112) Total shareholders' equity 2,141,511 Total liabilities, mezzanine equity and shareholders’ equity $ 11,437,418 Dolphin TopCo, Inc. Condensed Consolidated Balance Sheet (Unaudited) June 30, 2025 The accompanying notes are an integral part of these condensed consolidated financial statements. 1
($ in thousands) Revenues Commissions and fees $ 1,441,236 Other supplemental commissions 70,666 Contingent revenue 58,106 Investment income 3,543 Total revenues 1,573,551 Expenses Compensation expense 914,712 Selling expense 29,965 Administrative expense 242,902 Transaction expense 1,417 Change in estimated acquisition earn-out payable 15,061 Depreciation and amortization expense 161,512 Total operating expenses 1,365,569 Income from operations 207,982 Interest expense (269,545) Interest income 2,120 Loss on debt extinguishment — Other loss, net (5,329) Loss before income taxes (64,772) Income tax benefit 25,202 Net loss (39,570) Other comprehensive income (loss), before tax Foreign currency translation adjustments 6,773 Change in fair value of fixed maturity securities available-for-sale 891 Change in fair value of derivative instruments 237 Other comprehensive income, before tax 7,901 Income tax provision related to items of other comprehensive income (249) Other comprehensive income 7,652 Comprehensive loss $ (31,918) Dolphin TopCo, Inc. Condensed Consolidated Statement of Operations and Comprehensive Loss (Unaudited) For the Six Months Ended June 30, 2025 The accompanying notes are an integral part of these condensed consolidated financial statements. 2
Mezzanine Equity Shareholders' Equity Redeemable Series A Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Shareholders' Equity($ in thousands) Shares Amount Shares Amount Balance as of December 31, 2024 160,000 $ 302,986 1,993 $ 20 $ 2,388,048 $ (204,542) $ (8,572) $ 2,174,954 Change in fair value of derivative instruments, net of taxes - - - - - - 175 175 Change in fair value of fixed maturity securities available-for-sale, net of taxes - - - - - - 704 704 Foreign currency translation - - - - - - 6,773 6,773 Adjustment of preferred stock to redemption value - 17,677 - - (17,677) - - (17,677) Compensation expense related to incentive units - - - - 16,152 - - 16,152 Net loss - - - - - (39,570) - (39,570) Balance as of June 30, 2025 160,000 $ 320,663 1,993 $ 20 $ 2,386,523 $ (244,112) $ (920) $ 2,141,511 Dolphin TopCo, Inc. Condensed Consolidated Statement of Shareholders' Equity and Mezzanine Equity (Unaudited) For the Six Months Ended June 30, 2025 The accompanying notes are an integral part of these condensed consolidated financial statements. 3
+ ($ in thousands) Cash flows from operating activities Net loss $ (39,570) Adjustments to reconcile net loss to net cash provided by operating activities Amortization 137,115 Depreciation 24,397 Non-cash lease expense 629 Credit loss expense 5,053 Equity-based compensation 16,152 Change in estimated acquisition earn-out payables 15,061 Payments on acquisition earn-outs in excess of original estimated payables (70,110) Amortization of interest rate cap premium 196 Amortization of debt discount and debt issuance costs 8,767 Deferred income taxes (25,813) Other, net 336 Changes in operating assets and liabilities, net of effect from acquisitions Accounts receivable (197,510) Other assets 41,929 Carrier payables 165,533 Accounts payable 15,638 Customer advances (12,973) Producer payables 12,605 Accrued interest payable (59) Other accrued expenses (77,030) Reserve for unpaid losses and loss adjustment expenses 4,209 Deferred revenue (9,279) Other liabilities 9,131 Net cash provided by operating activities 24,407 Cash flows from investing activities Additions to fixed assets (20,102) Payments for businesses, net of cash acquired (129,699) Purchases of fixed maturity securities (4,678) Proceeds from sales and maturities of fixed maturity securities 3,049 Proceeds from sales of books of business 148 Net cash used in investing activities (151,282) Cash flows from financing activities Payments on acquisition holdback (4,396) Payments on acquisition earn-out payables (50,992) Payments on long-term debt (28,615) Proceeds from revolver loans 190,000 Payments on revolver loans (50,000) Other, net 161 Net cash provided by financing activities 56,158 Net decrease in cash, cash equivalents, restricted cash and trust cash (70,717) Cash, cash equivalents, restricted cash and trust cash, beginning of period 749,243 Cash, cash equivalents, restricted cash and trust cash, end of period 678,526 Less: Restricted cash 37,987 Less: Trust cash 377,497 Cash and cash equivalents $ 263,042 Supplemental disclosures of non-cash activity Cash paid for interest $ 260,664 Income taxes paid (received) 88 Dolphin TopCo, Inc. Condensed Consolidated Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2025 The accompanying notes are an integral part of these consolidated financial statements. 4
1. Overview and Summary of Significant Accounting Policies Dolphin TopCo, Inc. and its subsidiaries (the Company) is a wholly-owned subsidiary of The AssuredPartners Group LP (the Parent) and wholly-owns AssuredPartners, Inc. and its subsidiaries (AP Inc.). The Company is one of the leading insurance brokers in the United States (U.S.) and provides a broad array of insurance-related products and services on a retail basis to middle-market businesses, with a particular focus on property and casualty and employee benefits insurance products and solutions. As of June 30, 2025, the Company has approximately 11,000 employees in over 450 offices in forty states across the U.S., the District of Columbia, United Kingdom (U.K.), Ireland and Belgium. Since its founding in 2011, the Company has built a broad insurance distribution platform that is concentrated in the U.S. through a strategic acquisition program coupled with a focus on driving organic growth. Through its operations, the Company provides diversified services to its customers through a broad range of insurance products and services to commercial, public entity and professional and individual customers. Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of the Company and its subsidiaries. Accordingly, they do not include all the information and related notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting of recurring accruals, considered necessary for fair presentation of the financial statements have been included and all intercompany account balances and transactions have been eliminated in the unaudited interim condensed consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes for the fiscal year ended December 31, 2024. Accumulated Other Comprehensive Loss Other comprehensive income (loss) includes certain transactions that have generally been reported in the condensed consolidated statement of shareholders’ equity. The following tables summarize the components and changes in accumulated balances of other comprehensive loss for the period presented: Six Months Ended June 30, 2025 ($ in thousands) Foreign currency translation Fixed maturity securities available- for-sale Derivative instruments Total Beginning balance $ (7,168) $ (1,232) $ (172) $ (8,572) Other comprehensive income (loss) before reclassifications 6,772 (457) (162) 6,153 Reclassified to earnings — 1,161 338 1,499 Net impact to SOCI 6,772 704 176 7,652 Ending balance $ (396) $ (528) $ 4 $ (920) Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 5
Use of Estimates The preparation of these unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses as well as disclosures of contingent assets and liabilities at the date of the consolidated financial statements. The principal estimates used include, among others, the allocation of purchase price to the fair value of net assets acquired in connection with acquisitions, the valuation of earn-out payables, goodwill and other intangible assets, revenue recognition, equity-based compensation, assessments regarding potential impairment of assets, and the estimated fair value of financial instruments. Actual results may differ from those estimates. New Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Improvements to Income Tax Disclosures (ASU 2023-09). The standard requires disaggregated income tax information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 requires non-public business entities to provide qualitative disclosures about specific categories of reconciling items and individual jurisdictions that result in a significant difference between the statutory tax rate and the effective tax rate. Additionally, ASU 2023-09 requires that disclosures of taxes paid by non-public business entities must be disaggregated into federal, state and foreign tax components, and separate disclosure of taxes paid to individual jurisdictions to which greater than 5% of the total taxes are paid. The Company is subject to the provisions of this standard for annual periods beginning after December 15, 2025 and is currently evaluating the impact of this standard on its disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting-Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation and amortization) included within income statement expense captions. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The standard updates are to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of adoption of the standard update on its financial statement disclosures. In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides guidance for estimating credit losses under the current expected credit losses (CECL) model for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers (ASC 606). The guidance is effective for periods beginning after December 15, 2025 and will be adopted prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this standard on its financial statements. 2. Revenue from Contracts with Customers The Company recognizes revenue in accordance with ASC 606 by following a five-step model: (1) identifying the contract with the customer, (2) identifying performance obligations, (3) determining the Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 6
transaction price, (4) allocating the transaction price to performance obligations, and (5) recognizing revenue when the performance obligation is satisfied. Commissions and Fees: Commissions are fixed at the contract effective date and generally are based on a percentage of premiums for insurance coverage or employee headcount for employer sponsored benefit plans. Commissions depend on various factors, including the type of risk being placed, the particular underwriting enterprise’s demand, the expected loss experience of the particular risk coverage, and historical benchmarks surrounding the level of effort necessary for us to place and service the insurance contracts. Commission revenues are recognized on the effective date of the insurance policy, which is the date that the control of the insurance policy transfers to the customer upon satisfaction of the related performance obligation. Fee revenues, negotiated in lieu of commissions, are recognized in the same manner as commission revenue. Fee revenues generated from other services, which include but are not limited to third party claims administration and other risk management consulting services, are recognized throughout the contract term, typically within one year as the services are rendered, and the related performance obligation is satisfied. Fee revenues received in advance are deferred until the related performance obligation is satisfied which is either on effective date of the insurance policy or over the term of the insurance policy as services transfer to the customer. In certain circumstances, the Company provides more than one performance obligation to the customer that is comprised of placement of an insurance policy and other post-placement services. For consideration allocated to the placement of an insurance policy, the Company recognizes revenue on the policy effective date. For certain products, remaining consideration is allocated to other performance obligations based on their relative fair values over the term of the insurance policy, which is generally one year or less, as the services are rendered. Management reserves for estimated policy cancellations based upon historical cancellation experience adjusted in accordance with known circumstances. Other Supplemental Commissions. Other supplemental commissions are paid by an insurance carrier based on historical performance criteria and are generally established annually in advance of a contractual period. Other supplemental commissions includes incentives and guaranteed supplemental commissions. Other supplemental commissions are estimated and accrued on the effective date of an insurance policy. For supplemental revenue contracts, our obligation to the underwriting company is fully earned and recognized consistent with the performance of our obligations. Contingent Revenue: Profit-sharing contingent commissions represent variable consideration from insurance carriers that may be received in certain cases separate from commissions and fees and are generally received within one year. A profit-sharing contingent commission is a commission paid by an insurance carrier and is based on, among other things, the overall underwriting results and/or growth of the business placed with that insurance carrier during a particular performance year and is determined after the contractual period. These revenues are variable in nature until all contingencies are resolved and therefore estimated and recognized at which time significant reversal of contingent revenue is not probable. As such, an estimated amount of consideration that will be received from the insurance carrier the following year is accrued on the effective date of the insurance policy. Because our expectation of the ultimate contingent revenue amounts to be earned can vary from period to period, especially in contracts sensitive to loss ratios, our estimates might change significantly from quarter to quarter. Variable consideration is recognized when we conclude, based on all the facts and information available at the reporting date, that it is probable that a significant revenue reversal will not occur in future periods. Disaggregation of Revenue Property & Casualty (P&C): The Company’s commissions earned from P&C products and services are comprised of a broad range of insurance lines that are offered to middle-market businesses, public institutions, and individuals. Employee Benefits (EB): The Company places EB products and provides consulting and administrative support services on both fully insured and self-insured EB plan structures for employers of all sizes. Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 7
Services & Other: The Company offers various services which include, but are not limited to, risk management, consulting, and third-party administration services to customers in a wide variety of industries. The following table summarizes total revenues for the six months ended June 30, 2025: ($ in thousands) Commissions and fees $ 1,441,236 Other supplemental commissions 70,666 Contingent commissions 58,106 Total Revenues from Contracts with Customers 1,570,008 Investment Income 3,543 Total Revenues $ 1,573,551 The following table summarizes revenue from contracts with customers, disaggregated by type of revenue and by product line, for the six months ended June 30, 2025: ($ in thousands) P&C Commissions and fees $ 907,095 Other supplemental commissions 24,281 Contingent commissions 58,106 Total P&C revenue $ 989,482 EB Commissions and fees $ 400,748 Other supplemental commissions 45,951 Contingent commissions - Total EB revenue $ 446,699 Services & Other Commissions and fees $ 133,393 Other supplemental commissions 434 Contingent commissions - Total Services & Other revenue $ 133,827 Total Commissions and fees $ 1,441,236 Other supplemental commissions 70,666 Contingent commissions 58,106 Total Revenues from Contracts with Customers $ 1,570,008 Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 8
3. Contract Balances The Company presents contract assets and contract liabilities at June 30, 2025, as reflected below: ($ in thousands) Billed receivables, net of allowance for credit losses $ 605,881 Unbilled receivables 514,267 Contract assets 109,723 Accounts receivable, net of allowance for credit losses 1,229,871 Accounts receivable, non-current portion 71,373 Total accounts receivable $ 1,301,244 Deferred revenue, current portion $ 51,225 Deferred revenue, non-current portion 53,810 Contract liabilities $ 105,035 Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which have not yet been billed in our systems and are reflected in commissions, fees and other receivables in the Company’s Condensed Consolidated Balance Sheet. Revenue recognized during the six months ended June 30, 2025 included in deferred revenue at December 31, 2024 was $42.7 million. As of June 30, 2025, the aggregate amount of the contract price allocated to remaining performance obligations was $114.3 million. Remaining performance obligations represent the portion of the contract price for which work has yet to be performed. The Company records billed receivables when the right to consideration is unconditional, subject only to the passage of time. Unbilled receivables arise when the Company recognizes revenue for amounts which have not yet been billed but performance obligations have been satisfied. Additionally, contract assets relate to relationships with customers where the Company has satisfied performance obligations under the contract, however, the Company’s right to the receipt of consideration is conditional primarily based on underwriting results, but may also reflect considerations for volume, growth and/or retention. These contract assets primarily relate to profit-sharing contingent commissions from insurance carriers for which the revenue cannot be collected until all contingencies are resolved which typically occurs a year subsequent to the end of the contract period. Contract liabilities relate to payments received in advance of the Company satisfying performance obligations under its contracts. Contract liabilities are reported as deferred revenue, current portion and deferred revenue, non-current portion in the Condensed Consolidated Balance Sheet as of June 30, 2025. Deferred Costs Costs incurred by the Company to obtain a customer contract (costs to obtain) are capitalized and amortized over 15 years based on the expected life of the underlying customer relationships. As of June 30, 2025, costs to obtain of approximately $81.0 million are recorded within other non-current assets, net in the Condensed Consolidated Balance Sheet. Certain contract related costs, including pre- placement brokerage costs to fulfill a customer contract (costs to fulfill), are capitalized and are amortized on a systematic basis consistent with the transfer of control of the services to which the asset relates, which is generally less than one year. As of June 30, 2025, costs to fulfill of approximately $61.4 million, are recorded within other current assets in the Condensed Consolidated Balance Sheet. The amount of amortization of costs to obtain was $3.2 million for the six months ended June 30, 2025, which is included within compensation expense on the Condensed Consolidated Statement of Operations and Comprehensive Loss. Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 9
4. Business Combinations During the six months ended June 30, 2025, the Company completed six acquisitions. The Company acquired substantially all the net assets of the companies primarily in exchange for cash and accounted for these acquisitions using the acquisition method for recording business combinations. The results of the acquired companies are included in the Condensed Consolidated Statement of Operations and Comprehensive Loss from the date of acquisition. Certain amounts recorded reflect management’s best estimate as of the balance sheet date and may change during the measurement period (not to exceed one year from date of acquisition). During the six months ended June 30, 2025, adjustments made within the permitted measurement period as well as certain reclassifications resulted in a change to goodwill as disclosed in Note 6. Total consideration transferred during the six months ended June 30, 2025 was as follows: ($ in thousands) City Financial Marketing Group Other Total Location Dublin, IE Multiple Multiple Date of Acquisition May 1. 2025 Multiple Multiple Cash $ 138,109 $ 13,585 $ 151,694 Notes or other payables 3,227 — 3,227 Purchase price holdback 1,135 — 1,135 Recorded earn-out payable 27,485 1,690 29,175 Total consideration transferred $ 169,956 $ 15,275 $ 185,231 Maximum potential earn-out payable $ 66,055 $ 4,839 $ 70,894 Amounts of identifiable assets acquired and liabilities assumed for the business combinations consummated during the six months ended June 30, 2025 were as follows: ($ in thousands) City Financial Marketing Group Other Total Cash $ 13,750 - $ 13,750 Trust cash 8,709 - 8,709 Fixed assets 301 $ 10 311 Other current assets 3,560 - 3,560 Goodwill 95,390 9,544 104,934 Customer-related and contract based 58,133 5,721 63,854 Total assets acquired 179,843 15,275 195,118 Current liabilities 9,887 - 9,887 Total liabilities assumed 9,887 - 9,887 Total net assets acquired $ 169,956 $ 15,275 $ 185,231 Of the $104.9 million of goodwill acquired in 2025 approximately $7.8 million is expected to be tax deductible and is amortized over 15 years for income tax purposes starting in the current year. For the 2025 acquisitions, goodwill is attributable to the anticipated growth of the acquiree’s market upon implementation of the Company’s business model. Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 10
Acquisition Earn-Out Payables As of June 30, 2025, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value using unobservable inputs (Level 3). See Note 14 for additional details. The resulting additions, payments and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the six months ended June 30, 2025 were as follows: ($ in thousands) Balance as of beginning of the period $ 296,412 Estimated earn-out payables from new acquisitions 29,175 Payments for acquisition earn-out payables (121,102) Other measurement period adjustments and reclassifications (5,658) Subtotal 198,827 Net change in earnings from estimated acquisition earn-out payables Change in fair value on estimated acquisition earn-out payables 3,533 Interest expense accretion 11,528 Net change in earnings from estimated acquisition earn-out payables 15,061 Balance as of end of the period $ 213,888 Earn-out payables, current portion $ 162,271 Earn-out payables, noncurrent portion 51,617 Total earn-out payables $ 213,888 Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 11
5. Investments The amortized cost and fair value of the Company’s investments as of June 30, 2025 are as follows: ($ in thousands) Amortized Cost Gross Unrealized Losses Gross Unrealized Gains Allowance for Credit Losses Fair Value Government obligations: US government $ 16,042 $ (512) $ 163 $ — $ 15,693 US agency: Residential MBS 8,184 (250) 74 — 8,008 Commercial MBS — (3) 3 — — Other ABS 1 (1) — — — Total US agency 8,185 (254) 77 — 8,008 Total government obligations 24,227 (766) 240 — 23,701 Corporate bonds: United States 10,696 (251) 160 — 10,605 Other foreign 803 (27) 10 — 786 Total corporate bonds 11,499 (278) 170 — 11,391 Non-agency ABS: Residential MBS 61 (6) — — 55 Commercial MBS 1 (1) — — — Other ABS 3,591 (10) 21 — 3,602 Total non-agency ABS 3,653 (17) 21 — 3,657 Total investments $ 39,379 $ (1,061) $ 431 $ — $ 38,749 The number, fair values, and duration of investments in a continuous loss position as of June 30, 2025 are as follows: Less than 12 Months Greater than 12 Months ($ in thousands, except for investment quantities) Number of Investments Gross Unrealized Losses Estimated Fair Value Number of Investments Gross Unrealized Losses Estimated Fair Value Government obligations: US government 8 $ (39) $ 3,168 19 $ (473) $ 7,348 US agency: Residential MBS 29 (29) 1,684 59 (221) 3,101 Commercial MBS — — — 1 (3) — Other ABS 1 (1) — — — — Total US agency 30 (30) 1,684 60 (224) 3,101 Total government obligations 38 (69) 4,852 79 (697) 10,449 Corporate bonds: United States 72 (46) 1,029 85 (205) 2,885 Other foreign 9 (5) 15 9 (22) 332 Total corporate bonds 81 (51) 1,044 94 (227) 3,217 Non-agency ABS: Residential MBS 3 (3) 24 3 (3) 31 Commercial MBS 2 (1) — — — — Other ABS 14 (10) 84 — — — Total non-agency ABS 19 (14) 108 3 (3) 31 Total investments 138 $ (134) $ 6,004 176 $ (927) $ 13,697 Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 12
The Company reviews its available-for-sale debt securities for credit loss impairment at the individual security level on at least a quarterly basis. A security is impaired if its fair value is less than its amortized cost basis. A decline in fair value below amortized cost basis represents a credit loss impairment to the extent the Company does not expect to recover the amortized cost basis of the security. Impairment related to credit losses is recorded through an allowance for credit losses to the extent fair value is less than the amortized cost basis. Declines in fair value that have not been recorded through the allowance for credit losses are recorded through other comprehensive income, net of applicable taxes. No securities were determined to be credit loss impaired during the six months ended June 30, 2025. As of June 30, 2025, the Company did not have an intent to sell securities that were in unrealized loss positions and it was more likely than not that the Company would not be required to sell these securities before recovery of the amortized cost basis, which may be at maturity. In making this determination, the Company considered its current and projected liquidity position, its investment policy as to permissible holdings and concentration limits, regulatory requirements, and other relevant factors. A summary of the amortized cost and fair value of fixed maturity securities, by contractual maturity, as of June 30, 2025 is as follows: ($ in thousands) Amortized Cost Fair Value Due in one year or less $ 2,248 $ 2,307 Due in over one year through five years 14,634 14,317 Due after five through ten years 10,570 10,369 Due after ten years 89 91 Total fixed maturity investments 27,541 27,084 Agency and non-agency MBS and ABS 11,838 11,665 Total investments $ 39,379 $ 38,749 Expected maturities may differ from stated due dates because borrowers may have the right to call or prepay obligations. 6. Goodwill The changes in goodwill for the six months ended June 30, 2025 are as follows: , ($ in thousands) Balance as of December 31, 2024 $ 5,841,054 Goodwill of acquired businesses 104,934 Measurement period adjustments and reclassifications (8,208) Balance as of June 30, 2025 $ 5,937,780 Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 13
7. Definite-Lived Intangible Assets, net The carrying amount of the definite-lived intangible assets, net are as follows: ($ in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Life (years) Customer-related and contract-based $ 4,210,370 $ (1,312,491) $ 2,897,879 10.7 Non-compete agreements 11,084 (10,806) 278 0.8 Trade name 25,888 (3,484) 22,404 17.1 Other 3,895 (2,339) 1,556 7.5 Balances as of June 30, 2025 $ 4,251,237 $ (1,329,120) $ 2,922,117 The estimated future amortization expense for definite-lived intangible assets is as follows: ($ in thousands) 2025 (remaining) $ 138,964 2026 276,470 2027 275,440 2028 274,505 2029 273,296 Thereafter 1,683,442 $ 2,922,117 8. Other Current Assets The other current assets balance consists of the following as of June 30, 2025: ($ in thousands) Deferred compensation $ 61,392 Deferred financing costs 1,277 Deferred costs on cloud computing hosting arrangements 11,471 Tax receivable 13,683 Other 18,531 Total other current assets $ 106,354 As of June 30, 2025, the Company had approximately $11.5 million included in other current assets on the Company's Condensed Consolidated Balance Sheet related to certain implementation costs for software as a service arrangements. Implementation costs relate primarily to back office systems including the Company's Finance, Accounting, HR, and payroll systems. Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 14
9. Accrued Expenses and Other The accrued expenses and other balance consists of the following as of June 30, 2025: ($ in thousands) Accrued compensation and benefits $ 146,301 Accrued interest 30,389 Lease liability, current portion 37,737 Purchase price holdback 3,102 Other accrued expenses 49,760 Total accrued expenses and other $ 267,289 10. Long-Term Debt, net The components of the Company’s long-term debt, net as of June 30, 2025 are as follows: ($ in thousands) Term Loan $ 5,651,477 Revolver Loans 140,000 2029 Notes 550,000 2032 Notes 500,000 Obligations under capital lease 226 Total long-term debt 6,841,703 Less: Total unamortized debt discounts and debt issuance costs(1) (88,713) Long-term debt, net, current portion (41,042) Long-term debt, net, noncurrent portion $ 6,711,948 (1) Includes $16,251 as of June 30, 2025 of current unamortized debt discounts and debt issuance costs. Unamortized debt issuance costs associated with the revolver loans are classified as other current assets. Credit Facility The Company’s Credit Facility consists of (i) first lien term loans (First Lien Term Loans), and (ii) a revolving loan credit facility (Revolver Loans). The Credit Facility uses the Secured Overnight Financing Rate (SOFR) as its base index. All obligations under the Credit Facility are unconditionally guaranteed by the Company and certain subsidiaries. All obligations and guarantees of such obligations under the Credit Facility are secured by substantially all assets of the Company and each guarantor, subject to certain exceptions. The Revolver Loans have borrowing limits up to approximately $600 million and are scheduled to mature in August 2028. During the six months ended June 30, 2025, the Company borrowed $190 million under the Revolver Loan facility for financing of select business acquisitions during the period, and repaid $50 million of these borrowings. The Credit Facility also contains affirmative covenants (e.g., the Company is required to make certain prepayments out of cash flow) and negative covenants (e.g., the Company is limited from incurring additional indebtedness, making payments to the Company’s equity unit holders and selling certain of its assets, except, in each case, as otherwise permitted). As of June 30, 2025, the Company had $459.8 million available in Revolver Loan capacity and was in compliance with all financial covenants. The Credit Facility contains covenants that limits the ability of the Company and its subsidiaries to, among other things: (i) enter into sale and leaseback transactions; (ii) engage in mergers or consolidations; (iii) sell assets; (iv) pay dividends and distributions or repurchase capital stock; (v) make investments, loans or advances; (vi) repay subordinated indebtedness; (vii) make Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 15
certain acquisitions; (viii) engage in certain transactions with affiliates; (ix) amend material agreements governing its subordinated indebtedness; and (x) change its lines of business. No amendments have been made to the debt instruments during the six months ended June 30, 2025. Notes The Company issued the 2029 Notes and 2032 Notes at par on the following dates as shown in the table below. The 2029 Notes and 2032 Notes are referred to collectively herein as the Notes. The Notes may be individually redeemed in whole, or in part, at any time prior to the respective initial redemption dates as shown in the following table, at a redemption price calculated using a formula designed to provide the bondholders with a make-whole premium. Before the initial redemption dates, the Company may also individually redeem the respective Notes, on one or more occasions, at an initial redemption price as noted below, up to 40% of the aggregate principal amount of the respective Notes in an amount not to exceed the net cash proceeds of certain equity offerings provided that at least 50% of the respective Notes from their respective original issue date remain outstanding after giving effect to such redemption. After the initial redemption dates, the Company may redeem the respective notes at the following redemption prices: 2029 Notes 2032 Notes Note amount issued (at par) $550 million $500 million Issuance date December 10, 2020 February 14, 2024 Initial redemption before December 15, 2023 February 15, 2027 Initial redemption price (subject to conditions above) 105.625% + accrued interest 107.5% + accrued interest Redemption after December 15, 2023 February 15, 2027 Redemption price 102.813% 103.750% Redemption after December 15, 2024 February 15, 2028 Redemption price 101.406% 101.875% Redemption after December 15, 2025 February 15, 2029 Redemption price 100% 100% Maturity date January 15, 2029 February 15, 2032 As it relates to the Notes, if the Company experiences certain change of control events, the Company is required to offer to repurchase at 101% of the principal amount of such notes plus accrued and unpaid interest, if any. The Notes also include a change of control portability feature whereby the Company does not have to make an offer to repurchase (and holders of the notes do not have the ability to require such repurchase), so long as the change of control qualifies as a Permitted Change of Control. In order to qualify as a Permitted Change of Control, on the date of the change of control: a. The Company’s Moody’s corporate rating must be B3 (stable) or better, and the Company’s S&P corporate rating must be B (stable) or better; and b. The Consolidated Total Net Debt Ratio (as defined) is equal to or less than 7.00x for the 2029 and 2032 Notes. The Notes are fully and unconditionally guaranteed on a joint-and-several basis by the Company’s 100% owned domestic subsidiaries. The Notes are senior unsecured obligations of the Company and are senior in right of payment to all existing and future subordinated indebtedness of the Company and rank equally Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 16
in right of payment with all existing and future senior indebtedness of the Company, including the existing Credit Facility obligations. The Notes are effectively subordinated to the obligations under the existing Credit Facility, to the extent of the value of the assets securing such indebtedness. Principal maturities of long-term debt as of June 30, 2025 are as follows: ($ in thousands) 2025 (remaining) $ 28,678 2026 57,393 2027 57,230 2028 197,230 2029 607,230 Thereafter 5,893,942 $ 6,841,703 The fair value of the Company’s debt is estimated based on observable inputs such as the change in yield on comparable indices and unobservable inputs such as the enterprise value. The inputs used to determine the fair value of the Company’s debt were classified as Level 2 in the fair value hierarchy. The following table presents the carrying value and fair value of the Company’s long-term debt as of June 30, 2025, including current portions and excluding unamortized debt issuance costs: ($ in thousands) Carrying value Fair value Term Loan $ 5,651,477 $ 5,694,293 Revolver Loans 140,000 140,000 2029 Notes 550,000 550,715 2032 Notes 500,000 535,000 11. Derivatives and Hedging Arrangements As of June 30, 2025 the Company has one interest rate cap contract and three cost-free interest rate collars with notional amounts as outlined in the following tables. These derivatives were designated as cash flow hedges against the variability of cash flows from interest payments related to a portion of the Company’s variable-rate debt for accounting purposes. The relevant terms of the Company’s interest rate cap contract as of June 30, 2025 are as follows: ($ in thousands) Interest Rate Cap Contract Start Date Contract End Date Original Notional Purchased Strike Benchmark Index September 30, 2024 September 30, 2025 $1,000,000 5.50% 3-month CME Term SOFR Unamortized costs associated with the cap contract approximates $0.1 million as of June 30, 2025. The interest rate cap premium represents a hedge component excluded from the assessment of effectiveness and is recognized as interest expense, with a corresponding increase to accumulated other comprehensive income (loss), over the life of the cap contract on a systematic and rational basis, as documented at hedge inception in accordance with the Company’s accounting policy election. Changes in the valuation of this cap contract are reflected in the recorded derivative asset and accumulated other comprehensive income (loss). Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 17
During the six months ended June 30, 2025, the Company did not receive interest rate cap payments from the contract counterparty as the contract strike rate did not exceed the benchmark index. Approximately $0.2 million was recorded as interest expense related to the amortization of the interest rate cap premium during the six months June 30, 2025. The Company has not received or pledged any collateral related to any derivative contracts as of June 30, 2025. The interest rate collars are structured such that the Company pays the counterparty an incremental amount if the collar index falls below the floor rate, and receives an incremental amount if the index exceeds the cap rate. All contract indices are based on three-month term SOFR. No payments are required if the collar index falls between the cap and floor rates. Changes in the fair value of these contracts are reflected in the appropriate derivative asset or liability account and accumulated other comprehensive income (loss). Cash flows associated with the interest rate collars are recognized as an adjustment to interest expense. Since SOFR was within the collar cap and floor rates, there were no payments received or made during the six months ended June 30, 2025. Details of the Company’s cost-free interest rate collar agreements are as follows: ($ in thousands) Contract Start Date Contract End Date Notional Value at Reporting Date Floor Rate Cap Rate September 30, 2024 September 30, 2025 $ 1,000,000 2.53 % 5.50 % September 30, 2024 September 30, 2025 500,000 2.55 % 5.50 % September 30, 2024 September 30, 2025 1,000,000 2.55 % 5.50 % The fair value of the Company’s interest rate contracts at June 30, 2025 of $10,000 is included in Other current assets within the Condensed Consolidated Balance Sheet. 12. Shareholders’ Equity, Mezzanine Equity and Equity-Based Compensation Redeemable Series A Preferred Stock (Mezzanine Equity) In May 2019, the Company issued 160,000 shares of Series A Preferred Stock with an initial liquidation preference of $1,000 per share and an aggregate initial liquidation preference of $160 million to one investor in exchange for cash consideration of $156.8 million. Shares of Series A Preferred Stock are non- convertible. Holders of the Series A Preferred Stock do not have any voting rights in the operation or management of the Company. Dividends on the Series A Preferred Stock will accrue and accumulate daily at an annual dividend rate on the liquidation preference (equal the sum of the initial liquidation preference and all accrued, accumulated, and unpaid dividends). The annual dividend rate will be 11.5% per annum for the first eight years and then increase by 2.0% for the first year thereafter and 1.0% each subsequent year thereafter, provided that the aggregate increase in the annual dividend rate shall not exceed 5.0%. The Series A Preferred Stock (inclusive of any and all dividends) shall rank senior in priority of payment to all existing and future preferred stock and other capital stock in respect of dividends and upon liquidation, dissolution or winding up of the Company. As long as any share of Series A Preferred Stock is outstanding, no dividends, or distributions on, or purchases or redemption of, junior preferred stock and other capital stock, shall be made, paid or declared. Shares of the Series A Preferred Stock are redeemable at the Company’s option at any time, in whole or in part, in cash at the defined redemption price. Series A Preferred Shares are also contingently redeemable upon specific material events which include any Change in Control events, the consummation of a Qualified Initial Public Offering (IPO), any insolvency event, or any liquidation, dissolution or winding up of the Company or of its significant subsidiaries. After November 13, 2021, the redemption price equals the liquidation preference (equaling the stated value of $160 million in aggregate or $1,000 per share, plus the aggregate accumulated dividends up to, but excluding the redemption date) multiplied by the applicable redemption percentage, is defined as below: Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 18
• If the redemption occurs between November 13, 2021 and November 12, 2022, the redemption percentage shall be 103.0%; • If the redemption occurs between November 13, 2022 and November 12, 2023, the redemption percentage shall be 102.0%; • If the redemption occurs between November 13, 2023 and November 12, 2024, the redemption percentage shall be 101.0%; • If the redemption occurs after November 13, 2024, the redemption percentage shall be 100.0%. As of June 30, 2025, the applicable redemption percentage was 100.0%. For the six months ended June 30, 2025, the accrued and unpaid dividend on Series A Preferred Stock amounted to approximately $17.7 million. As of June 30, 2025, the total accumulated unpaid dividends on Series A Preferred Stock amounted to approximately $160.7 million. The Board has not declared a distribution of dividends on the Series A Preferred Stock. Commencing on the 10th anniversary of the issue date, majority holders of the Series A Preferred Stock shall have a right to demand the Company to engage in a process to either effect an IPO or a sale that would result in a change of control of the Company. The Company shall use their reasonable best efforts to pursue an IPO or sale. If the Company breaches such covenant or fails to consummate such IPO or sale within 12 months after such demand is issued, the majority holders may take control of the process and consummate an IPO or sale; provided that such controlled transaction will be structured to maximize cash value to all shareholders. Additionally, such a breach or failure would result in a one-time increase of 2.0% per annum to the dividend rate. Shares of the Series A Preferred Stock issued and outstanding are accounted for as redeemable shares in the mezzanine section on the Company’s Condensed Consolidated Balance Sheet as the shares are redeemable outside of the Company’s control. As of June 30, 2025, shares of the Series A Preferred Stock were considered probable of becoming redeemable due to the existence of the sale demand provision. The Company has elected to adjust the carrying value of the redeemable Series A Preferred Stock to their earliest redemption value through the accretion method. In the absence of retained earnings, adjustments to the redemption value were recorded against additional paid-in capital. Common Stock The Company is authorized to issue 2,000 shares of Common Stock with a par value of $0.01 per share. The holder of each share of Common Stock is entitled to one vote on each matter presented before the shareholders. Profits Interest Units The employees of AP Inc. are participants in The AssuredPartners Group LP Equity Incentive Plan (Incentive Plan), an equity incentive plan sponsored by the Parent which awards equity units of the Parent to certain participating employees of AP Inc. who have substantial responsibility for the management and growth of the Company. The Class C Profits Interest Units are time-based incentive units awarded to select employees of AP Inc. under provisions of the Incentive Plan, which will vest over five years, generally, from the date of grant subject to the employees’ continued employment with the Company; certain awards provide for accelerated vesting upon a change of control of the Company. Total equity-based compensation expense for these Class C Profits Interest Units recognized in the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income was approximately $13.5 million for the six months ended Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 19
June 30, 2025. During the six months ended June 30, 2025, no Class C Profits Interest Units were issued or forfeited. On September 26, 2024, the Board approved a new class of Profits Interest Units, Class D Profits Interest Units. These units are time-based incentive units awarded to select employees of AP Inc. under provisions of the Incentive Plan, which will vest over four years, generally, from the date of grant subject to the employees’ continued employment with the Company; the awards provide for accelerated vesting upon a change of control of the Company. During the year ended December 31, 2024, the Company granted 36,000,000 Class D Profits Interest Units. Total equity-based compensation expense for these Class D Profits Interest Units recognized in the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income was approximately $2.7 million for the six months ended June 30, 2025. During the six months ended June 30, 2025, no new Class D Profits Interest Units were issued, and 3.0 million shares were forfeited. As of June 30, 2025, unrecognized compensation expense for Class C and D shares collectively is $78.8 million, which is expected to be recognized over a weighted-average period of 1.98 years. The Parent is a private company. The estimated fair value of the Award Units has been determined by a third-party valuation specialist in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The valuation starts with the estimate of the enterprise value of the Parent using generally accepted valuation methodologies, including discounted cash flow analysis and comparable public company analysis. The total equity value is then allocated among the different classes of equity units of the Parent using the Option-Pricing Method (OPM) to arrive at the fair value of the Award Units. During 2025, the Company did not require a valuation as there were no new award units issued or redeemed. 13. Income Taxes The effective tax rate for the six months ended June 30, 2025 was 39.0%. The change in the effective tax rate is primarily due to the impact of state taxes and permanent tax differences. A valuation allowance has been established against the deferred tax assets related to interest expense carryforwards for which it is not more likely than not that the benefit will be realized. The Company evaluates the recoverability of the deferred tax assets on a regular basis based upon all available positive and negative evidence. 14. Fair Value of Measurements and Financial Instruments As defined by the FASB, the Company established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair values as follows: Level 1 Observable inputs such as quoted prices for identical assets in active markets; Level 2 Inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and Level 3 Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. The carrying amounts of the Company’s financial assets and liabilities, including cash and cash equivalents; restricted cash; trust cash; accounts receivable; carrier payables; accounts payable; customer advances; producer payables; reserve for unpaid losses and loss adjustment expenses; contract assets; contract liabilities and deferred revenue on June 30, 2025 approximate fair value because of the short-term maturity of these instruments. The following methods and assumptions are used to estimate the fair values of the Company’s financial instruments that are measured on a recurring basis: Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 20
Interest Rate Contracts Interest rate contracts are valued using pricing models that are based on certain assumptions and readily observable market-based inputs, including yield curves and implied volatility of closely related instruments, for which transparent pricing is available. The Company reflects the credit considerations inherent in the derivative contracts with both positive and negative exposures over the remaining life of the derivative. The credit spreads calculated for each party (e.g., the hedging entity and the bank counterparty) are converted into default probabilities. The default probabilities of the hedging entity are applied to the negative exposures, resulting in a positive credit adjustment, and the default probabilities of the bank counterparty are applied to the positive exposures, resulting in a negative credit adjustment. The bilateral credit valuation adjustment is the sum of the positive and negative adjustments. Earn-Out Payables Earn-out payables are recorded at fair value based on the present value of the expected future payments that are to be made to the sellers of the acquired entities. The Company estimates the future performance of acquired entities using financial projections that are primarily based on earnings before interest, income taxes, depreciation, and amortization (EBITDA) or revenue targets to be achieved over one to three years. The expected future payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the acquired entities to achieve the target EBITDA or revenue. Revenue growth rates range from 6.0% to 15.0% and the discount rates range from 6.8% to 9.4%. On a quarterly basis, the Company reassesses its current estimates of performance relative to the projection and adjusts the liability to fair value. Changes in financial projections, market participant assumptions for revenue growth and profitability, or the risk-adjusted discount rate, would result in a change in fair value of recorded earn-out payables. See Note 4 for a reconciliation of acquisition earn-out payables measured at fair value on a recurring basis. Fixed Maturity Securities Corporate bonds (foreign and domestic) are valued by models using inputs that are derived principally from or corroborated by observable market data. In the instance that observable market data is unavailable, the Company incorporates inputs from third-party sources and applies reasonable judgment in developing assumptions used to estimate the probability of collecting all contractual cash flows. U.S. government and agency securities are estimated using values obtained from independent pricing services and based on expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of the investments. For asset-backed securities, including residential MBS, commercial MBS, and other ABS, the Company uses values obtained from independent pricing services. The independent pricing service may consider various factors in determining fair value, including but not limited to, the type of security, issuer-specific news and/or long-term outlook, market conditions and other relevant information, size and position in the issuer’s capital structure, information available in the issuer’s financial statements or other reports, the price and extent of public trading in similar securities of the issuer or comparable companies, and/or factors deemed relevant and appropriate. Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 21
The Company’s assets and liabilities measured at fair value on a recurring basis are as follows: June 30, 2025 Fair Value Measurements Using ($ in thousands) Quoted Prices in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance at June 30, 2025 Assets Interest rate contract $ - $ 10 $ - $ 10 Fixed maturity securities: U.S. Government - 15,693 - 15,693 U.S. Agency - 8,008 - 8,008 U.S. Corporate - 10,605 - 10,605 Foreign Government - 786 - 786 Non-agency Residential MBS - - 55 55 Non-agency ABS - - 3,602 3,602 Total securities: - 35,092 3,657 38,749 Total assets at fair value $ - $ 35,102 $ 3,657 $ 38,759 Liabilities Earn-out payables $ - $ - $ 213,888 $ 213,888 Total liabilities at fair value $ - $ - $ 213,888 $ 213,888 There were no financial assets or liabilities recorded at fair value by the Company on a nonrecurring basis as of June 30, 2025. 15. Leases The Company leases premises for general office and administrative purposes from unrelated parties and certain employees under operating lease agreements that have an average lease term ranging from 5 to 15 years. The Company excludes options to extend or terminate a lease from recognition as part of the Company’s right-of-use (ROU) assets and operating lease liabilities until those options are reasonably certain and/or executed. The Company’s lease agreements typically do not contain any material residual value guarantees or restrictive covenants. From time to time the Company may enter into subleases if it is unable to cancel or fully occupy a space and are able to find an appropriate subtenant. However, entering subleases is not a primary objective of the Company’s business operations. Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease cost is recognized as a combination of the amortization expense for the ROU assets and interest expense for the outstanding lease liabilities, and results in a front-loaded expense pattern over the lease term. Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 22
The balances and classification of operating lease ROU assets and operating lease liabilities within the Condensed Consolidated Balance Sheet as of June 30, 2025 are as follows: (in thousands) Assets Balance Sheet Classification Right-of-use assets Operating lease right-of-use assets, net $ 149,736 Liabilities Current lease liabilities Operating Accrued expenses and other 37,737 Non-current lease liabilities Operating Operating lease liabilities, noncurrent portion 126,162 Total operating lease liabilities $ 163,899 The components of lease cost for operating leases for the six months ended June 30, 2025 are as follows: (in thousands) Operating lease cost $ 25,845 Short-term lease cost 569 Sublease income (40) Net lease cost $ 26,374 The weighted-average remaining lease term and the weighted-average discount rate for right-of-use assets as of June 30, 2025 were 5.1 years and 7.77%, respectively. Supplemental cash flow information for operating leases for the six months ended June 30, 2025 includes the following: (in thousands) Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 25,216 Non-cash related activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 11,403 Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 23
The following table shows the Company’s future lease obligations: (in thousands) 2025 (remaining) $ 24,821 2026 45,997 2027 36,726 2028 28,414 2029 22,174 Thereafter 42,669 Total undiscounted lease payments 200,801 Less: Imputed interest 36,902 Present value of lease liabilities $ 163,899 The Company occupies and leases certain office space owned by employees of the Company. Rent expense incurred for the six months ended June 30, 2025 under these leases, which is included in the total lease cost above, was approximately $5.6 million. As of June 30, 2025, the Company had additional operating leases that had not commenced of $0.1 million. These operating leases will commence over the next 12 months. 16. Commitments and Contingencies In February 2019, a plaintiff filed a wrongful termination suit against his employer and against the Company’s indirectly-owned subsidiary, Keenan & Associates (Keenan), who served as the employer’s workers’ compensation insurance administrator. In May 2022, a trial jury returned a liability verdict against Keenan, and in March 2025 the parties entered into a tentative agreement to settle the suit with for $28.0 million, which was paid from the restricted cash account in April 2025. This matter is subject to insurance coverage with the Company’s primary insurance layer, and as a result, the Company carried an insurance claim receivable of approximately $10.9 million within Other current assets in the Condensed Consolidated Balance Sheet as of June 30, 2025. See Note 17, Subsequent Events for further discussion. On October 8, 2021, AP of South Florida, LLC (APSF), an indirectly-owned subsidiary of the Company, was served with a civil investigative demand (CID) from the U.S. Department of Justice (DOJ). The CID seeks information relating to the operation of Fiorella Insurance Agency, Inc. (Fiorella), certain assets of which were purchased by APSF in February 2021. The CID seeks information relating to operations before and after the acquisition of Fiorella by APSF. To date, APSF, through outside counsel, has engaged with the DOJ to respond to requests for documents and coordinate witness interviews. In connection with the investigation, APSF is working with a compliance consultant to evaluate operations, identify areas for improvement and to implement compliance measures. In December 2023, special agents from the Federal Bureau of Investigation executed search warrants on two APSF employees for their personal devices. After communications with DOJ Criminal Division trial attorneys, the Company accepted service in early January 2024 of a criminal grand jury subpoena to APSF. The grand jury subpoena seeks information and documents among other things, related to the operation of Fiorella before and after APSF’s purchase of certain Fiorella assets as it pertains to the sale of Florida Blue health plans. In April 2024, the Company terminated the contract with Fiorella’s (APSF’s) largest carrier trading partner, and the carrier has moved its business under the contract (which represents the majority of Fiorella’s revenue) to third-party agencies, as is the carrier’s right under the contract. Following a strategic review of the business, after the termination of the contract, management has ceased all business operations of Fiorella. The Company is cooperating with the DOJ and responding to the grand jury subpoena. The amount of any claims and related costs, if any, cannot be estimated at this time and as such, no provision has been made. See Note 17, Subsequent Events for additional discussion. On August 27, 2023, Keenan discovered certain disruptions occurring on some Keenan network servers. Keenan activated its incident response plan and engaged leading third-party cybersecurity and forensic Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 24
experts to investigate and remediate. In relatively short order, Keenan restored full functionality to its systems and was able to minimize business disruption. The incident was the result of ransomware. Due to the nature of the incident, Keenan was obligated to provide legally-required notices regarding the incident to a number of its business partners and their respective employees and to certain government agencies. The Company subsequently became subject to a number of class action lawsuits regarding the incident. Following a recent mediation, the Company has entered into an agreement in principle on a nationwide settlement of the class action lawsuits. However, any potential settlement is not yet final or certain because it is subject to preliminary and final court approval, as well as an opt-out and objection process. Other than the matters mentioned above, there are a variety of legal proceedings pending or threatened against the Company. Accruals are recorded when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated based on current law, progress of each case, opinions and views of legal counsel and other advisers, and the Company’s experience in similar matters and intended response to the litigation. These amounts, which are not discounted and are exclusive of claims against third parties, are adjusted periodically as assessment efforts progress or additional information becomes available. The Company expenses amounts for administering or litigating claims as incurred. Neither the outcomes of these matters nor their effect upon the Company’s business, financial condition or results of operations can be determined at this time. 17. Subsequent Events The Company is required to evaluate events and transactions occurring subsequent to June 30, 2025 through September 5, 2025, the date the accompanying condensed consolidated financial statements were available to be issued. In July 2025, as discussed in Note 16, Commitments and Contingencies, the Company received payment of the $10.9 million insurance receivable, and approximately $37.0 million of restricted funds related to the Keenan legal case were released from restriction and returned to AP Inc.’s operating cash accounts. In August 2025, in connection with the Keenan legal case, the Company signed an agreement with its excess carriers on an $8.5 million reimbursement of losses in excess of the Company’s primary insurance layer. On July 31, 2025, APSF was sold by the Company to a wholly-owned subsidiary of the Parent and is no longer part of the consolidated financial statements of the Company after this date. On August 18, 2025, Arthur J. Gallagher & Co. (“Gallagher”), a global insurance brokerage, risk management, and consulting services firm, closed its acquisition of the Company for $13.8 billion in cash. As part of the combination, the Company paid off its outstanding debt under the Credit Facility and redeemed its 2029 and 2032 Notes. Dolphin TopCo, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) 25
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On August 18, 2025, Arthur J. Gallagher & Co. (the “Company” or “Gallagher”) completed its previously announced acquisition (the “Transaction”) of all of the issued and outstanding stock of Dolphin Topco, Inc., a Delaware corporation (the “Acquired Entity” or “AssuredPartners”). The Transaction was completed pursuant to a Stock Purchase Agreement entered into on December 7, 2024 (the “Purchase Agreement”) among the Company, The AssuredPartners Group LP, a Delaware Limited partnership (the “Seller”), and the Acquired Entity. Upon the closing of the Transaction, the Company paid the Seller an aggregate purchase price of $13.8 billion in cash after giving effect to and subject to certain customary adjustments as set forth in the Purchase Agreement. The Company financed the acquisition with net proceeds from the previously disclosed equity and debt financing transactions (the “Acquisition Financing”). The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended and should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with: • Audited consolidated financial statements and accompanying notes of the Company as of and for the fiscal year ended December 31, 2024 (as contained in its Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 18, 2025); • Unaudited consolidated financial statements and accompanying notes of the Company as of June 30, 2025 and for the six months ended June 30, 2025 and 2024 (as contained in its Q2 2025 Interim Report on Form 10-Q filed with the SEC on August 1, 2025); • Audited consolidated financial statements and accompanying notes of AssuredPartners as of and for the year ended December 31, 2024 and unaudited consolidated financial statements and accompanying notes of AssuredPartners as of June 30, 2025 and for the six months ended June 30, 2025. The unaudited pro forma condensed combined financial information is based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of AssuredPartners, as adjusted to give effect to the Transaction and the Acquisition Financing. The unaudited pro forma condensed combined balance sheet as of June 30, 2025 gives effect to the Transactions as if it occurred or had become effective on June 30, 2025. The unaudited pro forma condensed combined statements of earnings for the s i x months ended June 30, 2025 and the fiscal year ended December 31, 2024, give effect to the Transactions as if it occurred or had b e c o m e effective on January 1, 2024. Further information about this basis of presentation is provided in Note 1 to this unaudited pro forma condensed combined financial information. The following unaudited pro forma condensed combined financial information provides for pro forma adjustments giving effect to the following transactions: • The Transaction • The Acquisition Financing The unaudited pro forma condensed combined financial information has been prepared by us using the acquisition method of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”). Gallagher has been treated as the acquirer in the Transaction for accounting purposes The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma condensed combined financial information is provided for illustrative and informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Transaction been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity. Provisional estimates of fair value of AssuredPartners’ assets acquired and liabilities assumed will be subsequently reviewed and finalized within the first year of operations subsequent to the acquisition date to determine the necessity for adjustments. Fair value adjustments, if any, are most common to the values established for amortizable intangible assets, including expiration lists, trade name, and assembled workforce, with the offset to goodwill, net of any income tax effect. Provisional estimates of fair value were used by us to disclose the acquisition of AssuredPartners as of the acquisition date. We are using independent third party valuation specialists to assist us in determining the fair value of assets acquired and liabilities assumed for the Transaction As of this filing, the specialists have not completed their analysis and thus these fair value estimates are provisional. These provisional fair value estimates will be subsequently reviewed and adjusted based on the results of this valuation. As a result of the foregoing, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting may arise, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the combined Company’s future results of operations and financial position. The unaudited pro forma condensed combined financial information does not reflect any expected cost savings, operating synergies or revenue enhancements that the combined entity may achieve as a result of the acquisition or the costs necessary to achieve any such cost savings, operating synergies or revenue enhancements. Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET As of June 30, 2025 (in millions, except share amounts) Arthur J. Assured Gallagher Partners & Co. As Adjusted Acquisition Transaction As (Note 2) Financing Note Accounting Note Pro Forma Reported Adjustments 3 Adjustments 4 Combined Cash and cash equivalents $ 14,299.5 $ 211.5 $ - $ (13,779.9) (b) $ 731.1 Fiduciary assets (includes fiduciary cash of $6,974.0) 38,294.3 931.5 - (3.8) (l) 39,222.0 Accounts receivable, net 4,739.2 779.1 - (0.2) (j) (l) 5,518.1 Other current assets 505.1 168.6 - (1.3) (a) 672.4 Total current assets 57,838.1 2,090.7 - (13,785.2) 46,143.6 Fixed assets — net 690.8 168.0 - (0.6) (j) 858.2 Deferred income taxes (includes tax credit carryforwards of $684.5) 691.6 - - (691.6) (e) - Other noncurrent assets 1,573.6 169.1 - (94.7) (a) (c) (d) 1,648.0 Right-of-use assets 456.6 149.7 - (1.2) (j) 605.1 Goodwill 13,740.3 5,937.8 - 2,850.0 (a) (b) (c) (d) (e) (m) 22,528.1 Amortizable intangible assets - net 5,131.6 2,922.1 - 3,098.1 (d) 11,151.8 Total assets $ 80,122.6 $ 11,437.4 $ - $ (8,625.2) $ 82,934.8 Fiduciary liabilities $ 38,294.3 $ 931.5 $ - $ (3.8) (l) $ 39,222.0 Accrued compensation and other current liabilities 2,820.4 586.3 - 231.3 (j) (k) (l) (m) 3,638.0 Deferred revenue – current 627.7 54.2 - - 681.9 Premium financing debt 157.2 - - - 157.2 Corporate related borrowings - current 640.0 41.0 - (41.0) (a) 640.0 Total current liabilities 42,539.6 1,613.0 - 186.5 44,339.1 Corporate related borrowings - noncurrent 12,097.9 6,711.9 (3.5) (c) (6,711.9) (a) 12,094.4 Deferred revenue - noncurrent 66.8 53.8 - - 120.6 Lease liabilities - noncurrent 402.0 126.2 - (1.0) (j) 527.2 Deferred income taxes - net - 377.8 - 495.8 (e) 873.6 Other noncurrent liabilities 1,960.0 92.5 - - 2,052.5 Total liabilities 57,066.3 8,975.2 (3.5) (6,030.6) 60,007.4 Mezzanine equity - Redeemable Series A Preferred Stock - 320.7 - (320.7) (a) - Stockholders’ equity Common stock 256.4 - - - 256.4 Capital in excess of par value 17,546.3 2,386.5 - (2,386.5) (a) 17,546.3 Retained earnings 5,720.7 (244.1) 3.5 (c) 111.7 (a) (k) (m) 5,591.8 Accumulated other comprehensive loss (500.3) (0.9) - 0.9 (a) (500.3) Stockholders’ equity attributable to controlling interests 23,023.1 2,141.5 3.5 (2,273.9) 22,894.2 Stockholders’ equity attributable to noncontrolling interests 33.2 - - - 33.2 Total stockholders’ equity 23,056.3 2,141.5 3.5 (2,273.9) 22,927.4 Total liabilities, mezzanine equity, and stockholders’ equity $ 80,122.6 $ 11,437.4 $ - $ (8,625.2) $ 82,934.8 See accompanying notes to unaudited pro forma condensed combined financial information
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS For the Six Months Ended June 30, 2025 (in millions, except per share data) Arthur J. Assured Gallagher Partners & Co. As Acquisition Transaction As Adjusted Financing Note Accounting Note Pro Forma Reported (Note 2) Adjustments 3 Adjustments 4 Combined Commissions $ 4,056.7 $ 1,175.2 $ - $ - $ 5,231.9 Fees 1,947.2 266.0 - - 2,213.2 Supplemental revenues 216.7 70.7 - - 287.4 Contingent revenues 165.6 58.1 - - 223.7 Interest income, premium finance revenues and other income 480.1 0.3 - - 480.4 Revenues before reimbursements 6,866.3 1,570.3 - - 8,436.6 Reimbursements 81.9 - - - 81.9 Total revenues 6,948.2 1,570.3 - - 8,518.5 Compensation 3,701.1 914.7 - 40.6 (c) (g) 4,656.4 Operating 1,009.7 274.3 - (28.9) (j) (k) 1,255.1 Reimbursements 81.9 - - - 81.9 Interest 317.0 269.5 - (269.5) (i) 317.0 Depreciation 93.8 24.3 - - 118.1 Amortization 390.4 137.2 - 63.9 (f) (i) 591.5 Change in estimated acquisition earnout payables 10.2 15.1 - - 25.3 Total expenses 5,604.1 1635.1 - (193.9) 7,045.3 Earnings (loss) before income taxes 1,344.1 (64.8) - 193.9 1,473.2 Provision (benefit) for income taxes 269.0 (25.2) - 49.4 (h) 293.2 Net earnings (loss) 1,075.1 (39.6) - 144.5 1,180.0 Net earnings attributable to noncontrolling interests 4.9 - - 4.9 Net earnings (loss) attributable to controlling interests $ 1,070.2 $ (39.6) $ - $ 144.5 $ 1,175.1 Basic net earnings per share (Note 5) $ 4.19 $ 4.59 Diluted net earnings per share (Note 5) $ 4.12 $ 4.50 See accompanying notes to unaudited pro forma condensed combined financial information
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS For the Twelve Months Ended December 31, 2024 (in millions, except per share data) See accompanying notes to unaudited pro forma condensed combined financial information Arthur J. Assured Gallagher Partners & Co. As Acquisition Transaction As Adjusted Financing Note Accounting Note Pro Forma Reported (Note 2) Adjustments 3 Adjustments 4 Combined Commissions $ 6,693.8 $ 2,228.3 $ - $ (11.8) (j) $ 8,910.3 Fees 3,606.6 479.9 - (1.2) (j) 4,085.3 Supplemental revenues 359.4 110.0 - (0.8) (j) 468.6 Contingent revenues 267.6 120.9 - - 388.5 Interest income, premium finance revenues and other income 473.2 10.2 - - 483.4 Revenues before reimbursements 11,400.6 2,949.3 - (13.8) 14,336.1 Reimbursements 154.3 - - - 154.3 Total revenues 11,554.9 2,949.3 - (13.8) 14,490.4 Compensation 6,522.3 1,599.6 - 181.9 (c) (g) (m) 8,303.8 Operating 1,753.9 499.1 - 149.9 (j) (k) 2,402.9 Reimbursements 154.3 - - 154.3 Interest 381.3 580.8 253.7 (a) (580.8) (i) 635.0 Depreciation 177.5 43.0 - (0.2) (j) 220.3 Amortization 664.8 314.8 - 87.4 (f) (i) 1,067.0 Loss on extinguishment of debt - 10.1 - 10.1 Change in estimated acquisition earnout payables 26.0 68.0 - 94.0 Total expenses 9,680.1 3,115.4 253.7 (161.8) 12,887.4 Earnings (loss) before income taxes 1,874.8 (166.1) (253.7) 148.0 1,603.0 Provision (benefit) for income taxes 404.4 (17.3) (66.0) (b) 40.1 (h) 361.2 Net earnings (loss) 1,470.4 (148.8) (187.7) 107.9 1,241.8 Net earnings attributable to noncontrolling interests 7.7 - - - 7.7 Net earnings (loss) attributable to controlling interests $ 1,462.7 $ (148.8) $ (187.7) $ 107.9 $ 1,234.1 Basic net earnings per share (Note 5) $ 6.63 $ 4.82 Diluted net earnings per share (Note 5) $ 6.50 $ 4.73
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Note 1 – Basis of presentation The unaudited pro forma condensed combined financial information has been prepared by Gallagher in connection with the Company’s acquisition of AssuredPartners. The unaudited condensed combined pro forma financial information and related notes were prepared in accordance with Article 11 of Regulation S-X and are based on the historical consolidated financial statements of the Company and the historical consolidated financial statements of AssuredPartners, as adjusted to give effect to the pro forma adjustments described below. The pro forma adjustments to the statements of earnings have been prepared as if the Transaction occurred on January 1, 2024. The pro forma adjustments to the balance sheet have been prepared as if the Transaction occurred on June 30, 2025. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements in accordance with Article 11 of Regulation S-X as amended. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effect of these transactions may differ from the pro forma adjustments. Gallagher and AssuredPartners’ historical financial statements were prepared in accordance with U.S. GAAP. The audited consolidated financial statements and accompanying notes of AssuredPartners as of and for the year ended December 31, 2024 and the unaudited condensed consolidated financial statements and accompanying notes of AssuredPartners as of June 30, 2025 and for the six months ended June 30, 2025, are attached to this filing as exhibits 99.1 and 99.2, respectively. The accompanying unaudited pro forma condensed combined financial information and related notes were prepared using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, (“ASC 805”), with Gallagher considered the accounting acquirer of AssuredPartners. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase price consideration has been allocated to the assets acquired and liabilities assumed of AssuredPartners based upon management’s preliminary estimate of their fair values as of June 30, 2025. The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill. Accordingly, the purchase price allocation and related adjustments reflected in the unaudited pro forma condensed combined financial information are preliminary and subject to adjustment based on a final determination of fair value. The purchase price consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but no later than one year from the closing of the acquisition. The pro forma adjustments are based upon available information and certain assumptions that Gallagher believes are reasonable. Management has included certain reclassification and policy alignment adjustments for consistency in presentation as indicated in the subsequent notes (see Note 2 for further details). The unaudited pro forma condensed combined financial information is provided for informational purposes only and does not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Transactions been completed as of the dates presented and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity.
Note 2 – Reclassification adjustments Certain balances were reclassified from the AssuredPartners historical financial statements so its presentation would be consistent with that of Gallagher. These reclassifications are based on management’s preliminary analysis and have no effect on separately reported net assets, equity or net earnings attributed to common shareholders of AssuredPartners. When the Company completes its detailed review of AssuredPartners’ chart of accounts and accounting policies, additional reclassification adjustments could be identified that, when conformed, could have a material impact on the combined Company’s financial information. Refer to the table below for a summary of the reclassification adjustments made to AssuredPartners’ unaudited condensed consolidated balance sheet as of June 30, 2025 to conform its presentation to that of Gallagher.
Historical Assured Partners Historical as adjusted Assured For Partners Arthur at J. Arthur J. Gallagher & Co. AssuredPartners June Reclassification Gallagher Presentation Presentation 30, 2025 Adjustments Note & Co. Cash and cash equivalents Cash and cash equivalents $ 263.0 $ (51.5) (a) $ 211.5 Restricted cash 38.0 (38.0) (a) - Trust cash 377.5 (377.5) (a) - Fixed maturity securities 38.7 (38.7) (b) - Fiduciary assets - 931.5 (a) 931.5 Accounts receivable, net Accounts receivable, net 1,229.9 (450.8) (a) (j) 779.1 Prepaid expenses 37.2 (37.2) (b) - Other current assets Other current assets 106.4 62.2 (b) (j) 168.6 Accounts receivable, noncurrent portion 71.4 (71.4) (c) - Fixed assets – net Fixed assets – net 168.0 - 168.0 Deferred income taxes - - - Other noncurrent assets Other noncurrent assets 97.7 71.4 (c) 169.1 Right-of-use assets Operating lease right-of-use assets, net 149.7 - 149.7 Goodwill - net Goodwill 5,937.8 - 5,937.8 Amortizable intangible assets - net Definite-lived intangible assets, net 2,922.1 - 2,922.1 Total assets $ 11,437.4 $ - $ 11,437.4 Fiduciary liabilities $ - $ 931.5 (a) $ 931.5 Long-term debt, net, current portion 41.0 (41.0) (d) - Earn-out payables, current portion 162.3 (162.3) (e) - Carrier payables 714.4 (714.4) (a) - Accounts payable 128.1 (128.1) (a) (f) - Customer advances 66.4 (66.4) (a) (k) - Producer payables 148.6 (148.6) (f) - Reserve for unpaid losses and loss adjustment expenses, current portion 4.3 (4.3) (e) - Accrued expenses and other 267.2 (267.2) (a) (f) - Accrued compensation and other current liabilities - 586.3 (f) (e) 586.3 Deferred revenue - current Deferred revenue - current 51.2 3.0 (k) 54.2 Corporate related borrowings - current 41.0 (d) 41.0 Corporate related borrowings – noncurrent 6,711.9 (h) 6,711.9 Deferred revenue – noncurrent Deferred revenue – noncurrent 53.8 - 53.8 Earn-out payables, noncurrent portion 51.6 (51.6) (g) - Long-term debt, net, noncurrent portion 6,711.9 (6,711.9) (h) - Reserve for unpaid losses and loss adjustment expenses, noncurrent portion 29.5 (29.5) (e) - Operating lease liabilities, noncurrent portion 126.2 (126.2) (i) - Lease liabilities – noncurrent - 126.2 (i) 126.2 Deferred income taxes - noncurrent Deferred income taxes, net 377.8 - 377.8 Other noncurrent liabilities Other noncurrent liabilities 40.9 51.6 (g) 92.5 Total liabilities 8,975.2 - 8,975.2 Redeemable Series A Preferred Stock 320.7 - 320.7 Total Mezzanine equity Common stock - - - Capital in excess of par value 2,386.5 - 2,386.5 Accumulated other comprehensive loss Accumulated other comprehensive (loss) income (0.9) - (0.9) Retained earnings Retained earnings (244.1) - (244.1) Total liabilities and stockholder’s equity $ 11,437.4 $ - $ 11,437.4 (a) Represents the reclassification of AssuredPartners’ "Restricted cash" amount to "Cash and cash equivalents" and the reclassification of "Trust Cash" and “Agency bill accounts receivables” amounts to "Fiduciary assets" to conform to Gallagher's historical presentation. Additionally, represents the reclassification of AssuredPartners’ "Carrier payables", “Customer advances”, “Reserve for unpaid losses and loss adjustment expenses, current portion” and select “Accounts payable” amounts to "Fiduciary liabilities" to conform to Gallagher's historical presentation. (b) Represents the reclassification of AssuredPartners’ “Prepaid expenses” and "Fixed maturity securities" amounts to "Other current assets" to conform to Gallagher’s historical presentation. (c) Represents the reclassification of AssuredPartners’ "Accounts receivable, noncurrent portion" amounts to "Other noncurrent assets" to conform to Gallagher’s historical presentation. (d) Represents the reclassification of AssuredPartners’ "Long-term debt, net, current portion" amounts to "Corporate related borrowings - current" to conform to Gallagher’s historical presentation. (e) Represents the combination and reclassification of AssuredPartners’ "Earn-out payables, current portion" and "Reserve for unpaid losses and loss adjustment expenses, noncurrent portion" amounts to "Accrued compensation and other current liabilities" to conform to Gallagher’s historical presentation. (f) Represents the combination and reclassification of AssuredPartners’ "Accounts payable", “Producer payables”, and "Accrued expenses and other" amounts to "Accrued compensation and other current liabilities" to conform to Gallagher's historical presentation.
(g) Represents the reclassification of AssuredPartners’ "Earn-outs payables, noncurrent portion" amounts to "Other noncurrent liabilities" to conform to Gallagher's historical presentation. (h) Represents the reclassification of AssuredPartners’ "Long-term debt, net, noncurrent portion" amounts to "Corporate related borrowings - noncurrent" to conform to Gallagher's historical presentation. (i) Represents the reclassification of AssuredPartners’ “Operating lease liabilities, noncurrent portion” amounts to “Lease liabilities – noncurrent” to conform to Gallagher’s historical presentation. (j) Represents the reclassification of Assured Partners’ “Other current assets” amounts pertaining to other receivables to “Accounts receivables, net” to conform to Gallagher’s historical presentation. (k) Represents the reclassification of Assured Partners’ “Customer advances” amounts pertaining to advances from customers to “Deferred revenue - current” to conform to Gallagher’s historical presentation.
Refer to the tables below for a summary of the reclassification adjustments made to AssuredPartners’ unaudited condensed consolidated statements of comprehensive income for the six months ended June 30, 2025 and the audited consolidated statements of comprehensive income for the year ended December 31, 2024 to conform its presentation to that of Gallagher. Historical Historical AssuredPartners AssuredPartners Adjusted for for the period ended Arthur J. Arthur J. Gallagher & Co. AssuredPartners June 30, Reclassification Gallagher & Presentation Presentation 2025 Adjustments Note Co. Commissions $ - $ 1,175.2 (a) $ 1,175.2 Fees - 266.0 (a) 266.0 Commissions and fees 1,441.2 (1,441.2) (a) - Supplemental revenues Other supplemental commissions 70.7 - 70.7 Contingent revenues Contingent revenues 58.1 - 58.1 Investment income 3.5 (3.5) (b) - Interest income, premium finance revenues and other income - 0.3 (b) (e) 0.3 Interest income 2.1 (2.1) (b) - Revenues before reimbursements 1,575.6 (5.3) 1,570.3 Reimbursements - - - Total revenues 1,575.6 (5.3) 1,570.3 Compensation Compensation expense 914.7 - 914.7 Selling expense 30.0 (30.0) (c) - Administrative expense 242.9 (242.9) (c) - Transaction expense 1.4 (1.4) (c) - Operating - 274.3 (c) 274.3 Reimbursements - - - Interest Interest 269.5 - 269.5 Depreciation and amortization expense 161.5 (161.5) (d) - Depreciation - 24.3 (d) 24.3 Amortization - 137.2 (d) 137.2 Other (Income) expense, net 5.3 (5.3) (e) - Loss on extinguishment of debt Debt extinguishment loss - - - Change in estimated acquisition earnout payables Change in estimated acquisition earnout payables 15.1 - 15.1 Total expenses 1,640.4 (5.3) 1,635.1 Earnings (loss) before income taxes (64.8) - (64.8) Provision (benefit) for income taxes Provision (benefit) for income taxes (25.2) - (25.2) Net earnings (loss) $ (39.6) $ - $ (39.6) (a) Represents the reclassification of AssuredPartners’ "Commission and fees" amounts to "Commissions" and "Fees" to conform to Gallagher's historical presentation. (b) Represents the combination and reclassification of AssuredPartners’ "Investment income", "Interest income", and “Other Income (Expense), net” amounts to "Interest income, premium finance revenues and other income" to conform to Gallagher's historical presentation. (c) Represents the combination and reclassification of AssuredPartners’ "Selling expense", "Administrative expense" and "Transaction expense" amounts to "Operating" to conform to Gallagher's historical presentation. (d) Represents the reclassification of AssuredPartners’ "Depreciation and amortization" amounts to "Depreciation" and "Amortization" to conform to Gallagher's historical presentation. (e) Represents the reclassification of AssuredPartners’ "Other (Income) expense, net" amounts to "Interest income, premium finance revenues and other income" to conform to Gallagher's historical presentation.
Historical Historical Assured Assured Partners Partners the period adjusted for Ended Arthur J. Arthur J. Gallagher & Co. AssuredPartners December 31, Reclassification Gallagher & Presentation Presentation 2024 Adjustments Note Co. Commissions $ - $ 2,228.3 (a) $ 2,228.3 Fees - 479.9 (a) 479.9 Commissions and fees 2,708.2 (2,708.2) (a) - Supplemental revenues Other Supplemental Commissions 110.0 - 110.0 Contingent revenues Contingent revenues 120.9 - 120.9 Investment income 6.6 (6.6) (b) - Interest income, premium finance revenues and other income - 10.2 (b) (e) 10.2 Interest income 18.2 (18.2) (b) - Revenues before reimbursements 2,963.9 (14.6) 2,949.3 Reimbursements - - - Total revenues 2,963.9 (14.6) 2,949.3 Compensation Compensation expense 1,599.6 - 1,599.6 Selling expense 60.7 (60.7) (c) - Administrative expense 432.6 (432.6) (c) - Transaction expense 5.8 (5.8) (c) - Operating - 499.1 (c) 499.1 Reimbursements - - - Interest Interest 580.8 - 580.8 Depreciation and amortization expense 357.8 (357.8) (d) - Depreciation - 43.0 (d) 43.0 Amortization - 314.8 (d) 314.8 Other (Income) expense, net 14.6 (14.6) (e) - Loss on extinguishment of debt Debt extinguishment loss 10.1 - 10.1 Change in estimated acquisition earnout payables Change in estimated acquisition earnout payables 68.0 - 68.0 Total expenses 3,130.0 (14.6) 3,115.4 Earnings (loss) before income taxes (166.1) - (166.1) Provision (benefit) for income taxes Provision (benefit) for income taxes (17.3) - (17.3) Net earnings (loss) $ (148.8) $ - $ (148.8) (a) Represents the reclassification of AssuredPartners’ "Commission and fees" amounts to "Commissions" and "Fees" to conform to Gallagher's historical presentation. (b) Represents the combination and reclassification of AssuredPartners’ "Investment income", "Interest income", and “Other Income (Expense), net” amounts to "Interest income, premium finance revenues and other income" to conform to Gallagher's historical presentation. (c) Represents the combination and reclassification of AssuredPartners’ "Selling expense", "Administrative expense" and "Transaction expense" amounts to "Operating" to conform to Gallagher's historical presentation. (d) Represents the reclassification of AssuredPartners’ "Depreciation and amortization" amounts to "Depreciation" and "Amortization" to conform to Gallagher's historical presentation. (e) Represents the reclassification of AssuredPartners’ "Other (Income) expense, net" amounts to "Interest income, premium finance revenues and other income" to conform to Gallagher's historical presentation.
Note 3 – Financing adjustments On December 9, 2024, the Company entered into an underwriting agreement (the “Common Stock Underwriting Agreement”) with Morgan Stanley & Co., LLC and BofA Securities, Inc., as representatives of several underwriters as described in the 8-K filed on December 9, 2024, pursuant to which the Company agreed to sell 30,357,143 shares of its common stock, par value $1.00 per share, for an aggregate purchase price of $8,500,000,040. Additionally, On December 10, 2024, the Company entered into an underwriting agreement (the “Notes Underwriting Agreement”) with BofA Securities, Inc. and Morgan Stanley & Co., LLC, as representatives of the underwriters (the “Notes Underwriters”), pursuant to which, the Company has agreed to sell to the Notes Underwriters, and the Notes Underwriters have agreed to purchase from the Company, (i) $750 million aggregate principal amount of its 4.600% senior notes due 2027, (ii) $750 million aggregate principal amount of its 4.850% senior notes due 2029, (iii) $500 million aggregate principal amount of its 5.000% senior notes due 2032, (iv) $1,500 million aggregate principal amount of its 5.150% senior notes due 2035, and (v) $1,500 million aggregate principal amount of its 5.550% Senior Notes due 2055. The impacts to the condensed combined pro forma statements of earnings for the 12 months ended December 31, 2024 were as follows: (a) Reflects the pro forma interest expense and amortized issuance costs and discounts adjustment that were not included in the historical statements of earnings for the year-ended December 31, 2024, calculated as follows: (in millions) Amount Notes principal $ 5,000.0 Annual weighted average interest rate 5.13 % Weighted average notes term (years) 13.9 Total Notes issuance costs and discounts $ 61.5 Annual interest expense on Notes $ 256.4 Annual amortization expense of debt issuance costs and discounts on Notes 6.5 Total annual expense of interest and amortization of debt issuance costs and discounts on Notes 262.9 Less: Interest expense on Notes recorded on the Company’s statements of earnings for the year-ended December 31, 2024 (8.9) Less: Amortization expense of debt issuance costs and discounts on Notes recorded on the Company’s statements of earnings for the year-ended December 31, 2024 (0.3) Pro forma interest and amortized debt issuance costs and discounts expense adjustment for the year-ended December 31, 2024 $ 253.7 (b) Reflects the U.S. income tax benefit of the interest expense related to the Acquisition Financing using an estimated blended U.S. federal and state income tax rate of 26%. Because the adjustments contained in the unaudited pro forma condensed combined financial information are based on estimates, the effective tax rate herein will likely vary from the effective rate in periods subsequent to the Transaction. The impacts to the condensed combined pro forma balance sheet as of June 30, 2025 were as follows (c) Reflects the proforma balance sheet impact of the reversal of amortization of the issuance costs and discounts that were incurred for the year ended December 31, 2024 and for the period ended June 30, 2025, which would have been unamortized if the transaction had occurred as of June 30, 2025.
Note 4 – Transaction accounting adjustments Under the terms of the Purchase Agreement, the Company acquired AssuredPartners for total consideration of $13,779.9 million. The debt and equity transactions raised the cash necessary to finance the acquisition are discussed in Note 3. The Company did not assume any outstanding borrowings of AssuredPartners. The following table summarizes the source of the estimated purchase consideration. (in millions) Amount Total purchase consideration $ 13,779.9 The following is a summary of the estimated fair values of the identifiable tangible and intangible assets acquired and liabilities assumed as if the Transaction occurred on June 30, 2025 (in millions): (in millions) Amount Cash and cash equivalents $ 211.5 Fiduciary assets 927.7 Accounts receivable, net 778.8 Other current assets 167.3 Fixed assets, net 167.5 Goodwill 8,787.8 Definite-lived intangible assets, net 6,020.2 Operating lease right-of-use assets, net 148.6 Other noncurrent assets, net 74.4 Total assets $ 17,283.8 Fiduciary liabilities 927.7 Accrued compensation and other current liabilities 685.3 Deferred revenue, current 54.2 Deferred revenue, noncurrent 53.8 Lease liabilities, noncurrent 125.2 Deferred income taxes, noncurrent 1,565.2 Other noncurrent liabilities 92.5 Total liabilities $ 3,503.9 The preliminary estimates are based on the data available to Gallagher and may change upon completion of the final purchase price allocation. Any change in the estimated fair value of the assets and liabilities acquired may have a corresponding impact on the amount of the goodwill. In addition, only intangible assets were evaluated for fair value. The goodwill amount represents the total purchase consideration less the preliminary fair value of net assets acquired. Goodwill will not be amortized but instead will be tested for impairment at least annually (or more frequently if indicators of impairment arise). When the Company completes its detailed review of AssuredPartners’ accounting policies, additional reclassifications could be identified that, when confronted, could have a material impact on the combined Company’s financial information. The impacts to goodwill from the AssuredPartners acquisition were as follows: (in millions) Amount Cash consideration (b) $ 13,779.9 Elimination of deferred commissions (c) 80.7 Deferred tax adjustment (e) 1,187.4 Issuance and immediate vesting of restricted stock units (m) 100.0 Fair value step up of intangibles (d) (3,086.8) Elimination of historical AssuredPartners’ debt (a) (6,749.0) Elimination of historical AssuredPartners’ equity (a) (2,462.2) Total adjustment to goodwill 2,850.0 Historical AssuredPartners’ goodwill 5,937.8 Total goodwill from Transaction $ 8,787.8 (a) Reflects adjustment to write off the equity (including retained earnings) of AssuredPartners and reflects the repayment of AssuredPartners outstanding corporate borrowings offset by related discounts and deferred financing costs, which occurred as part of the transaction. (b) Reflects the $13,779.9 million cash transferred in connection with the close of the Transaction. (c) Reflects the reversal of deferred commissions in AssuredPartners Balance Sheet of $80.7 million as of June 30, 2025 and recording of expenses as incurred to the pro forma combined statement of earnings, consistent with Company’s accounting policy for costs to obtain contracts with customers: (in millions) Amount Commission expense adjustment on the condensed combined pro forma statements of earnings for the period ended June 30, 2025 $ 5.8 Commission expense adjustment on the condensed combined pro forma statements of earnings for the period ended December 31, 2024 $ 13.4 (d) Reflects the impact of fair value step up of acquired trade names, expiration lists and Cloud Computing Arrangements, as compared to the carrying value for AssuredPartners as of June 30, 2025. The estimated fair value of acquired trade names is $26.9 million, and the estimated value of expiration lists is $5,993.3 million. (e) Reflects the deferred tax balance sheet adjustment for the impact of purchase price adjustments for the fair value of intangible assets. Additionally, reflects the reclassification of the Company’s deferred tax asset related to US book-tax differences to Deferred tax liabilities - noncurrent, to present the net deferred tax liability within Deferred tax liabilities - noncurrent: (in millions) Amount Deferred tax liability for fair value intangible adjustment $ 1,565.2 Company DTA reclassified to Deferred tax liabilities – noncurrent (691.6) Net deferred tax adjustment to Deferred tax liabilities – noncurrent $ 873.6 Additional impacts to the condensed combined pro forma balance sheet and the condensed combined pro forma statements of earnings from the AssuredPartners acquisition were as follows: (f) Reflects an adjustment to Amortization for the intangible expiration lists amortization expense based on the fair values and estimated useful life
below. There was no previous expiration lists amortization expense in the historical AssuredPartners financial results to remove. (in millions) Amount Expiration lists fair value $ 5,993.3 Estimated useful life 15 years Annual straight line amortization expense $ 400.0 6 months straight line amortization expense $ 199.8 Reflects an adjustment to Amortization for the intangible trade names amortization expense based on the fair values and estimated useful life below. The historical amortization related to trade names has been adjusted as noted in tickmark (i). (in millions) Amount Trade names fair value $ 26.9 Estimated useful life 10 years Annual straight line amortization expense $ 2.7 6 months straight line amortization expense $ 1.3 (g) AssuredPartners' employees have been granted restricted stock unit (RSU) retention awards totaling $215.2 million, which will vest over a two to five year period commencing August 2025. This adjustment represents the impact to the unaudited pro forma condensed combined statement of earnings. (h) Reflects the U.S. income tax expense of the Transaction pro forma adjustments using an estimated blended U.S. federal and state income tax rate of 26%. Because the adjustments contained in the unaudited pro forma condensed combined financial information are based on estimates, the effective tax rate herein will likely vary from the effective rate in periods subsequent to the Transaction. (i) Reflects the adjustments for the reversal of historical amortization and interest booked related to AssuredPartners’ debt and intangible assets, which is written off in (a) above and is not conveyed as part of the Transaction. (j) Reflects the pro forma impact of entities that did not transfer as part of the Transaction. (k) Reflects an adjustment of $132.3 million related to transaction expenses incurred but not recorded by the Company subsequent to June 30, 2025 on the condensed combined pro forma balance sheet. Also reflects the following adjustments for transaction expenses on the condensed combined pro forma statements of earnings: Six months Year Ended Ended June 30, 2025 December 31, 2024 (in millions) Adjustment to transaction expenses incurred for the six month ended June 30, 2025 $ (25.0) $ 25.0 Recording of transaction expenses incurred but not recorded subsequent to June 30, 2025 $ - $ 132.3 These costs will not affect the Company's income statement beyond 12 months after the acquisition date. (l) Reflects the adjustments related to intercompany elimination of “Accounts receivable”, “Accrued expenses and other” and “Carrier payables” in AssuredPartners’ historical financial statements and “Fiduciary assets”, “Fiduciary liabilities” and “Accrued compensation and other current liabilities” in the Company’s financial statements. (m) AssuredPartners recorded a one-time compensation expense of $100.0 million related to a retention bonus RSU awards with immediate vesting in contemplation of the merger. This adjustment represents the accrual of compensation expense on the unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of earnings. Note 5 – Net earnings per share Basic net earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the reporting period. Diluted net earnings per share is computed by dividing net earnings by the weighted average number of common and common equivalent shares outstanding during the reporting period. Common equivalent shares include incremental shares from dilutive stock options, which are calculated from the date of grant under the treasury stock method using the average market price for the period. The following table sets forth the computation of pro forma basic and diluted net earnings per share (in millions, except per share data): Six months Year Ended Ended June December (in millions) 30, 2025 31, 2024 Net earnings attributable to controlling interests of Gallagher $ 1,070.2 $ 1,462.7 Net earnings attributable to controlling interests of AssuredPartners (39.6) (148.8) Pro Forma adjustments to net earnings attributable to controlling interest 144.5 (79.8) Pro Forma net earnings attributable to controlling interest 1,175.1 1,234.1 Weighted average number of common shares outstanding 255.5 220.5 Follow-on public offering - 35.0 Shares issued for RSU awards related to the Transaction (Note 4 (g) (m)) 0.5 0.3 Pro Forma weighted average number of common shares outstanding 256.0 255.8 Dilutive effect of stock options using the treasury stock method 4.9 5.2 Pro Forma weighted average number of common and common equivalent shares outstanding 260.9 261.0 Pro Forma basic net earnings per share $ 4.59 $ 4.82 Pro Forma diluted net earnings per share $ 4.50 $ 4.73