MRSH

• GAAP operating income rose 4% to $1.9 billion; adjusted operating income rose 5% to $2.2 billion.
• Q2 GAAP EPS was $2.63; adjusted EPS increased 9% to $2.96.
• For the six months ended June 30, 2026, revenue was $15.0 billion (up 7% GAAP, 4% underlying), GAAP EPS was $4.99, and adjusted EPS rose 8% to $6.25.
• The Board increased the quarterly dividend by 10% to $0.990 per share, payable August 14, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The new facility is a multi-currency unsecured $4.25 billion five-year revolving credit facility expiring in June 2031.
• Interest on the new facility is based on Term SOFR plus a fixed margin that varies with the Company's credit ratings.
• The new facility requires the Company to maintain certain coverage and leverage ratios tested quarterly.
• In connection with the new facility, the Company terminated its prior $3.5 billion five-year revolving credit facility dated October 11, 2023.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• All 13 director nominees were elected to one-year terms expiring at the 2027 annual meeting; vote totals varied, with Morton O. Schapiro receiving the fewest 'for' votes (375,690,564) and Jan Siegmund the most (409,529,891).
• A nonbinding advisory vote on named executive officer compensation passed with 362,069,913 votes for, 47,108,150 against, and 2,053,496 abstentions.
• Shareholders ratified the appointment of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026, with 407,237,084 votes for, 28,028,838 against, and 1,185,383 abstentions.
• The report was filed under Item 5.07 to disclose the final voting results of these stockholder actions.

5.07 Submission of Matters to a Vote of Security Holders

• GAAP operating income decreased 12% to $1.8 billion, including a $425 million charge related to Greensill litigation; adjusted operating income rose 8% to $2.4 billion.
• GAAP EPS was $2.36; adjusted EPS increased 8% to $3.29.
• Risk & Insurance Services revenue grew 6% to $5.1 billion; Consulting revenue grew 11% to $2.6 billion.
• The company repurchased approximately 4.2 million shares for $750 million in Q1 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• He has served as Senior Vice President and CFO of Marsh since January 2016.
• His annual base salary will be $1,250,000, with a target annual bonus of $3,450,000 for 2026 and a target long-term incentive award of $6,300,000 for 2027.
• He will receive a $10 million grant of stock units on May 1, 2026, vesting in three equal annual installments beginning May 15, 2027.
• CEO John Doyle said McGivney will help drive company priorities and lead inorganic strategies.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Nick Studer will become President and CEO of Marsh Risk, succeeding Martin South, effective April 1, 2026.
• Martin South will become Senior Vice President and Chief Client Officer of Marsh & McLennan, effective April 1, 2026.
• South's employment terms were amended: he retains his current base salary, is eligible for an annual bonus target of $1,500,000 for 2026, and a long-term incentive award target of $1,750,000 for 2027.
• South will receive enhanced severance benefits for 12 months starting April 1, 2026, under the Senior Executive Severance Pay Plan.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Peter Harrison, age 59, was appointed as an independent member of the Board of Directors of Marsh & McLennan Companies, Inc., effective February 25, 2026.
• As a non-management director, Harrison will be compensated per the independent director compensation arrangements filed with the June 30, 2025 Form 10-Q.
• The Board now consists of 13 directors.
• Harrison retired from Schroders plc in 2024 after serving as CEO since 2016 and has over three decades of investment management experience.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• The Notes were issued on February 19, 2026 under the company's shelf registration statement on Form S-3 (Registration No. 333-280979).
• The Notes were issued under the Indenture dated July 15, 2011, as supplemented by the Twenty-First Supplemental Indenture dated February 19, 2026, with The Bank of New York Mellon as trustee.
• The company filed the underwriting agreement, supplemental indenture, form of note, and legal opinion from Davis Polk & Wardwell as exhibits.
• The event was reported under Item 8.01 as an other event, not as a primary disclosure item.

8.01 Other Events · 9.01 Financial Statements and Exhibits