ajg-20250818
0000354190false00003541902025-08-182025-08-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
Form 8-K
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 18, 2025
Date of Report: (Date of earliest event reported)
__________________________
ARTHUR J. GALLAGHER & CO.
(Exact name of registrant as specified in its charter)
__________________________
Delaware1-0976136-2151613
(State or other jurisdiction of
incorporation or organization)		(Commission
File Number)		(I.R.S. Employer
Identification Number)
2850 Golf Road, Rolling Meadows, Illinois 60008, (630) 773-3800
(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)
__________________________
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Common Stock, $1.00 par valueAJGNew York Stock Exchange
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. ☐


Item 2.01. Completion of Acquisition or Disposition of Assets
On August 18, 2025, Arthur J. Gallagher & Co. (the “Company”) 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”). 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 foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is incorporated herein by reference in its entirety. The Purchase Agreement has been included in this report to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about the Company, the Seller or the Acquired Entity or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Seller or the Acquired Entity or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
Item 7.01.          Regulation FD Disclosure
On August 18, 2025, the Company issued a press release announcing the closing of the Transaction. A copy of such press release is furnished herewith as Exhibit 99.1.
Item 9.01.          Financial Statements and Exhibits
2.1
99.1
104The 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: August 18, 2025By:/s/ Walter D. Bay
Walter D. Bay
Vice President, General Counsel and Secretary


Exhibit 99.1
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NEWS RELEASE
ARTHUR J. GALLAGHER & CO. CLOSES
ACQUISITION OF ASSUREDPARTNERS

Rolling Meadows, IL, August 18, 2025— Arthur J. Gallagher & Co. (NYSE: AJG) (“Gallagher”) today announced it has closed the previously announced acquisition of AssuredPartners (the “Transaction”).
“I am extremely excited to welcome our new colleagues to Gallagher,” said J. Patrick Gallagher, Jr., Chairman and CEO. “Together, we will further build upon our client-centric, entrepreneurial cultures and utilize our product and industry expertise, extensive data, innovative analytical tools, outstanding service, and broad product offerings to provide our clients with the very best insurance and risk management solutions. I am confident the combination will deliver tremendous value to our clients and our shareholders.”
AssuredPartners is a leading U.S. insurance broker with client capabilities across commercial property/casualty, specialty, employee benefits and personal lines. AssuredPartners serves a wide range of customers including commercial, public entity and individuals, through offices located across the U.S., the U.K. and Ireland.
Benefits of the Transaction are expected to include:
•Further expanding Gallagher's retail middle-market property/casualty and employee benefits focus across the U.S.
•Building on new business opportunities by utilizing Gallagher's expertise, data and analytics and expansive product offerings
•Deepening Gallagher's capabilities across multiple niche practice groups, including Transportation, Energy, Healthcare, Government Contractors and Public Entity
•Expanding the reach of Gallagher's tuck-in M&A strategy
•Creating opportunities for Gallagher's wholesale, reinsurance and claims management businesses
•Adding scale, expertise and talent to Gallagher in the U.K. and Ireland
•Combining two highly compatible entrepreneurial, sales-based cultures, embedded in local communities and focused on growth and client service
•Adding highly seasoned, experienced and proven insurance industry leaders to the Gallagher team
•Financially attractive, with estimated double digit adjusted EPS accretion including the impact of synergies

Gallagher financed the Transaction with net proceeds from previously disclosed equity and debt financing transactions.
The Compensation Committee of the Board of Directors approved the grant of equity awards in connection with the closing of the Transaction in reliance on the employment inducement awards exemption under the NYSE’s Listed Company Manual Rule 303A.08. The Committee approved the grant of $316.15 million in equity awards payable in Gallagher common stock to 572 former AssuredPartners employees who became Gallagher employees upon the closing of the Transaction. The Committee approved these awards to aid in the retention of such employees. A portion of the awards vest immediately and the remaining amounts vest on the first, second, third and fifth anniversaries of the closing date. The awards will be issued as soon as practicable and will be subject to the terms and conditions of award agreements to be entered into between Gallagher and each recipient. The awards will be valued based upon the closing stock price of Gallagher’s common stock on August 15, 2025.
Information Regarding Forward-Looking Statements
This press release contains certain statements related to future results, or states Gallagher's intentions, beliefs and expectations or predictions for the future of Arthur J. Gallagher & Co. and its subsidiaries, which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipates," "believes," "contemplates," "see," "should," "could," "will," "estimates," "expects," "intends," "plans," "pro forma," "outlook" and variations thereof and similar expressions, are intended to identify forward-looking statements. Examples of forward-looking statements in this press release include, but are not limited to, statements regarding: (i)
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expected benefits of the proposed transaction, including future financial and operating results and synergies; (ii) the size and status of the combined organization within various jurisdictions; (iii) the plans, objectives, expectations and intentions with respect to AssuredPartners; (iv) improvements in Gallagher's new business production; (v) global brand recognition; (vi) the leveraging of internal resources across divisions and borders; (vii) Gallagher's ability to stay in front of improvements in technology; (viii) future M&A opportunities; and (ix) Gallagher's management team.
Actual results may differ materially from the estimates set forth herein. Readers are cautioned against relying on any of the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include risks related to the integration of the acquired operations, businesses and assets into Gallagher; the possibility that the anticipated benefits of the proposed transaction, including cost savings and expected synergies, are not realized when expected or at all, including as a result of the impact of, or issues arising from, the integration of the acquired operations into Gallagher; potential adverse reactions or changes to business or employee relationships; diversion of management's attention from ongoing business operations and opportunities; the inability to retain certain key employees of the acquired operations or Gallagher; competitive and market responses to the proposed transaction; financial information subsequently presented for the acquired business in Gallagher's subsequent public filings may be different from that presented herein; global economic and geopolitical events, including, among others, fluctuations in interest and inflation rates; geo-economic fragmentation and protectionism such as tariffs, trade wars or similar governmental actions affecting the flows of goods, services or currency; potential U.S. government shutdowns or gridlock; political violence and instability, such as the armed conflicts in Ukraine and the Middle East; its actual acquisition opportunities, including closing risks related to pending acquisitions; risks with respect to acquisitions larger than its usual tuck-in acquisitions, such as the acquisition of Buck, Cadence Insurance, Eastern Insurance Group, My Plan Manager and Woodruff Sawyer, and failure to realize the expected benefits of these acquisitions; damage to its reputation due to its failure to uphold its culture or negative perceptions or publicity, including as a result of amplifying effects that the Internet and social media may have on such perceptions; reputational issues related to its sustainability-related activities, including potential backlash against such activities, and compliance with increasingly complex climate-related regulations, such as risks related to “greenwashing” and “greenhushing”; cybersecurity-related risks; its ability to apply technology, data analytics and artificial intelligence effectively and potential increased costs resulting from such activities; risks associated with the use of artificial intelligence in its business operations, including regulatory, data privacy, cybersecurity, errors and omissions, intellectual property and competition risks; heightened competition for talent and increased compensation costs; disasters or other business interruptions, including with respect to its operations in India; risks related to its international operations, such as those related to regulatory, tax, sustainability, sanctions and anti-corruption compliance and increased scrutiny of the use of off-shore centers of excellence such as those we operate in India and elsewhere; changes to data privacy and protection laws and regulations; foreign exchange rates; changes in accounting standards; changes in premium rates and in insurance markets generally, including the impact of large natural events; tax, environmental or other compliance risks related to its legacy clean energy investments; its inability to receive dividends or other distributions from subsidiaries; changes in the insurance brokerage industry’s competitive landscape and additional factors discussed in the section entitled "Information Concerning Forward-Looking Statements" in Gallagher's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 and "Risk Factors" in Gallagher's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
About Arthur J. Gallagher & Co.
Arthur J. Gallagher & Co. (NYSE:AJG), a global insurance brokerage, risk management and consulting services firm, is headquartered in Rolling Meadows, Illinois. Gallagher provides these services in approximately 130 countries around the world through its owned operations and a network of correspondent brokers and consultants.
Investors: Media:
Ray Iardella Paul Day
VP - Investor Relations Senior Media Relations Manager
630-285-3661/ [email protected] 630-285-5946/ [email protected]
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