AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 3/6 · 18/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Integrated claims services, continuing obligations and multi-year arrangements support limited switching friction. The strongest evidence concerns a segment representing 13% of 2025 revenue; equivalent protection across brokerage is unestablished.
durability · 2/4 · The multi-year model appears in both 2023 and 2025 disclosures, with subsequent organic fee growth. This supports persistence, but does not demonstrate customer lock-in across repeated competitive renewals.
customer dependency · 2/4 · Claims-service obligations and integrated delivery suggest operational reliance. Reported retention and organic growth corroborate demand indirectly, but customers retain outsourcing and insourcing alternatives.
erosion resilience · 2/4 · Risk management organic growth and improved profitability demonstrate current resilience. Brokerage margin deterioration and credible competition and insourcing risks prevent a strong company-wide assessment; hypothetical risks are not treated as realized losses.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · Performance bonus revenues show remuneration for contractual outcomes, but neither they nor organic growth isolate changes in Gallagher's service prices. Insurance premium movements are carrier pricing. The supplied evidence establishes neither realized service-price increases nor cuts.
retention · 3/4 · Management reports strong retention alongside actual organic growth in brokerage and claims administration. Multi-year arrangements reinforce repeat demand. This assessment combines issuer explanations with indirect operating evidence; no numerical retention rate is supplied.
margin resilience · 2/4 · Second-quarter risk management earnings and margins improved, while brokerage net earnings and both reported and adjusted margins declined. Disclosed financing-income and acquisition-mix effects complicate comparisons. Cost-plus contracts protect some claims work, but do not establish broad pricing insulation.
contractual freedom · 2/4 · Claims fees are negotiated and some contracts provide cost-plus or performance compensation. Brokerage commissions are fixed at contract inception, Gallagher does not set carrier premiums, and customers can seek negotiated fees. This establishes mixed contractual discretion rather than unilateral price control.
Predictability99
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 6.24
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 3.38
Financial strength—
Missing required inputs: netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 10.48
- interestCoverageGrade
- 26.62
- currentRatioGrade
- 24.52
- Debt / FCF (x)
- 7.27
- Current ratio (x)
- 1.06
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- 6.98
- 3-year average SBC / revenue (%)
- 0.34
- cashConversionGrade
- 100.00
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half operating cash generation increased to $967 million, but timing and lower excess earnout payments contributed. Acquisition cash spending reached $15.766 billion in 2025, supported by debt and equity financing, with substantial integration spending still expected. These facts support an assessable but mixed record; acquisition returns remain unproven.
incentive alignment · 3/4 · Actual arrangements include multi-year PSU and option vesting, ownership guidelines, hedging restrictions and a three-year per-share performance metric that generally retains integration costs. Deferred awards were approved and funded. These provide substantive alignment mechanisms, although adjusted metrics and unquantified beneficial ownership limit the conclusion.
execution · 3/4 · Reported 2025 organic growth in both segments, completed acquisitions and continued 2026 organic growth demonstrate execution. Claims profitability improved. Brokerage earnings deterioration and unfinished integration qualify the assessment; acquisition completion alone does not prove successful returns or synergy delivery.
governance · 3/4 · Disclosures establish an otherwise independent board, an independent lead director with substantive powers, executive sessions, majority voting and actual audit-service pre-approval. The combined chairman/CEO role limits separation of authority. These are meaningful practices, without proof of exceptional oversight effectiveness.
Evidence
We apply actuarially-determined, historical-based patterns to determine our future service obligations, without applying a present value discount.
Revenue recognition: future claims-service obligations · Filed 17/02/2026
We generally operate under multi-year contracts with fiscal year measurement periods.
Revenue recognition: performance-based fees and multi-year contracts · Filed 17/02/2026
In certain service partner relationships, we are considered a principal because we direct the third party, control the specified service and combine the services provided into an integrated solution.
Risk management: integrated service partner solutions · Filed 05/08/2026
Items excluded from organic fee computations yet impacting revenue comparisons for the three and six-month periods ended June 30, 2026 and 2025 include the following (in millions): Three-month period ended June 30, Six-month period ended June 30, Organic Revenues (Non-GAAP) 2026 2025 Change 2026 2025 Change Fees $ 438 $ 382 15% $ 853 $ 745 14% International performance bonus fees 7 1 12 3 Fees as reported 445 383 16% 865 748 16% Less fees from acquisitions, divestitures and other (11) (1) (24) (2) Levelized foreign currency translation — 5 — 12 Organic fees $ 434 $ 387 12% $ 841 $ 758 11% The following is a summary of risk management segment acquisition activity for 2026 and 2025: Three-month period ended June 30, Six-month period ended June 30, 2026 2025 2026 2025 Number of acquisitions closed 1 — 2 1 Estimated annualized revenues acquired (in millions) $ 5 $ — $ 15 $ 38 - 47 - Reimbursements - Reimbursements represent amounts received from clients reimbursing us for certain third-party costs associated with providing our claims management services.
Risk management: organic fees and international performance bonus fees · Filed 05/08/2026
Fees - In our risk management operations, during the three-month period ended March 31, 2026, organic change in fee revenue was 10%, reflecting continued strong new business production and client retention.
Risk management: first-quarter 2026 organic growth and client retention · Filed 07/05/2026
We generally operate under multi-year contracts with fiscal year measurement periods.
Revenue recognition: historical multi-year performance-fee contracts · Filed 09/02/2024
The brokerage and risk management segments contributed approximately 87% and 13%, respectively, to 2025 revenues.
Business overview: 2025 segment revenue contributions · Filed 17/02/2026
(In millions, except per share data) 2nd Quarter 2026 2nd Quarter 2025 Change Reported GAAP Adjusted Non-GAAP Reported GAAP Adjusted Non-GAAP Reported GAAP Adjusted Non-GAAP Brokerage Segment Revenues $ 3,502 $ 3,494 $ 2,787 $ 2,782 26 % 26 % Organic revenues $ 2,596 $ 2,482 5 % Net earnings $ 450 $ 510 (12 %) Net earnings margin 12.9 % 18.3 % - 545 bpts Adjusted EBITDAC $ 1,163 $ 1,005 16 % Adjusted EBITDAC margin 33.3 % 36.1 % - 284 bpts Diluted net earnings per share $ 1.74 $ 3.19 $ 1.95 $ 2.72 (11 %) 17 % Risk Management Segment Revenues before reimbursements $ 453 $ 453 $ 392 $ 397 16 % 14 % Organic revenues $ 434 $ 387 12 % Net earnings $ 57 $ 43 33 % Net earnings margin (before reimbursements) 12.6 % 11.0 % + 161 bpts Adjusted EBITDAC $ 101 $ 83 22 % Adjusted EBITDAC margin (before reimbursements) 22.3 % 20.9 % + 137 bpts Diluted net earnings per share $ 0.22 $ 0.26 $ 0.16 $ 0.20 38 % 30 % Corporate Segment Diluted net loss per share $ (0.71) $ (0.61) $ (0.71) $ (0.62) Total Company Diluted net earnings per share $ 1.25 $ 2.84 $ 1.40 $ 2.30 (11 %) 23 % Total Brokerage and Risk Management Segment Diluted net earnings per share $ 1.96 $ 3.45 $ 2.11 $ 2.92 (7 %) 18 % - 33 - Table of Contents Summary of Financial Results - Six-Month Periods Ended June 30, 2026 and 2025 See the reconciliations of non-GAAP measures on page 37.
Second-quarter 2026 segment operating results · Filed 05/08/2026
A disruption affecting RISX-FACS®, third-party cloud services or any other infrastructure supporting our business, including key client relationship management software, could have a material adverse effect on our operations, cause reputational harm and damage our employee and client relationships; •The favorable trend among both underwriting enterprises and self-insured entities toward outsourcing various types of claims administration and risk management services will reverse or slow, causing our revenues or revenue growth to decline; •Concentration of large amounts of revenue with certain clients results in greater exposure to the potential negative effects of lost business due to changes in management at such clients or changes in state government policies, in the case of our government-entity clients, or for other reasons; •Contracting terms will become less favorable or the margins on our services will decrease due to increased competition, regulatory constraints or other developments; •We do not satisfy regulatory requirements related to third party administrators or that regulatory developments, impose additional burdens, costs or business restrictions that make our business less profitable; for example, regulations relating to security, cybersecurity, AI and data privacy as we manage a large amount of highly sensitive and confidential information including personally identifiable information, protected health information and financial information; •Volatility in our case volumes, which are dependent upon a number of factors and difficult to forecast accurately, could impact our revenues; •Wage inflation, difficulty attracting and retaining talent, and rising technology costs, may impact our ability to remain competitive in the marketplace and profitably fulfill our existing contracts (other than those that provide cost-plus or other margin protection); •We may be unable to develop further efficiencies in our claims-handling business and may be unable to obtain or retain certain clients if we fail to make adequate improvements in technology or operations; and •Underwriting enterprises or certain large self-insured entities may create in-house servicing capabilities, including as a result of the adoption of AI that compete with our third party administration and other administration, servicing and risk management products, and we could face additional competition from potential new entrants into the global claims management services market.
Risk factors: claims administration competition, contracts, technology and insourcing · Filed 17/02/2026
Over the past decade or more, private equity sponsors have invested heavily in the insurance brokerage and third party claims administration industries, creating new competitors and strengthening existing ones.
Competition: private equity investment strengthening competitors · Filed 09/02/2024
We do not determine the premiums on which our commissions are generally based.
Brokerage risk factors: absence of control over insurance premiums · Filed 17/02/2026
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.
Brokerage revenue: commission terms · Filed 17/02/2026
services. Revenues are principally generated on a negotiated per-claim or per-service fee basis.
Segment disclosures: negotiated claims-service fees · Filed 17/02/2026
Cost-plus fees Where we provide services and generate revenues on a cost-plus basis, we recognize revenue over the contract period consistent with the performance of our obligations.
Revenue recognition: cost-plus fee contracts · Filed 17/02/2026
Organic growth reflected strong customer retention and new business generation, in addition to continued renewal premiums increases (premium rates and exposures).
Brokerage: management explanation of organic growth · Filed 05/08/2026
This increase reflects the contribution of acquisitions that were made in the twelve-month period ended June 30, 2026 and 4% organic growth.
Brokerage: first-half 2026 organic base commission and fee growth · Filed 05/08/2026
The interest income in the prior year, as well as the seasonality of AssuredPartners and the roll-in of tuck-in acquisitions, unfavorably impacted the year over year change in adjusted EBITDAC margin for the six-month period ended June 30, by approximately 3.4%.
Brokerage: first-half margin comparability effects · Filed 05/08/2026
Acquisitions - Cash paid for acquisitions, net of cash and restricted cash acquired, was $15,766 million and $1,462 million in 2025 and 2024, respectively.
Investing cash flows: acquisition spending · Filed 17/02/2026
To fund acquisitions made during 2025 and for the six-month period ended June 30, 2026, we relied on a combination of net cash flows from operations, proceeds from borrowings under our Credit Agreement, proceeds from issuances of senior unsecured notes and issuance of our common stock.
Liquidity: acquisition financing through cash, debt and equity · Filed 05/08/2026
Cash provided by operating activities was $967 million and $448 million for six-month periods ended June 30, 2026 and 2025, respectively.
Liquidity: first-half operating cash generation · Filed 05/08/2026
The increase in cash provided by operating activities during the six-month period ended June 30, 2026 compared to the same period in 2025, was primarily due to a decrease in payments on acquisition earnouts in excess of initial estimates (primarily related to the acquisition of the Willis Towers Watson treaty reinsurance brokerage operations) and by the growth in 2026 compared to 2025 in our reported net earnings, adjusted for non-cash items (i.e., EBITDAC), partially offset by timing differences between periods with cash receipts and disbursements related to accounts receivables and accrued compensation and other current liabilities.
Liquidity: explanation of operating cash flow increase · Filed 05/08/2026
Total expected expense to integrate AssuredPartners into our operations is approximately $575 million over three years.
Liquidity: expected AssuredPartners integration spending · Filed 17/02/2026
PSUs cliff vest in three years and stock options vest ratably over years three through five Equity grant policy, including a uniform grant date for annual equity awards (see below) Compensation clawback/recovery policies (see below) Rigorous stock ownership guidelines (see below) No automatic single-trigger change-in-control payments in our equity plans or our change in control agreements No new excise tax gross-ups in executive officer change-in-control agreements No guaranteed incentive awards for executive officers No employment agreement with any of our named executive officers No pledges of common stock by directors or executive officers No hedging of common stock by directors, executive officers or other employees (see below) No excessive perquisites or related tax gross-ups No stock option repricing or stock option cash buyouts in equity plans Equity Award Grant Practices.
Executive compensation: vesting, ownership guidelines and restrictions · Filed 23/03/2026
For the PSUs, the Committee uses a three-year average of adjusted EBITDAC per share growth (as defined) because it believes this measure: •incentivizes our executive officers to make business decisions that align with the long-term interests of our stockholders, •holds our executive officers accountable for integration expenses associated with our merger and acquisition activity, •provides strong line of sight between operating decisions and the long-term incentives earned by our executive officers, and •encourages executive officers to be prudent in the use of common stock to finance our merger and acquisition activity.
Executive compensation: three-year per-share performance metric · Filed 23/03/2026
Please note that “adjusted EBITDAC” as defined on page 29 in the context of annual cash incentives and PSUs and as used throughout this proxy statement and the letter from our CEO is the same as this definition, except that it does not exclude acquisition integration costs other than de minimis amounts included therein related to severance costs and does not give effect to current year foreign exchange hedge activity.
Compensation metric definition: treatment of integration costs · Filed 23/03/2026
Deferred equity participation plan activity (in millions): Three-month period ended June 30 Six-month period ended June 30 Awards and Compensation Expense 2026 2025 2026 2025 DEPP awards approved and contributed to rabbi trust $ — $ — $ 25 $ 24 DEPP compensation expense recognized 6 5 11 9 DEPP distributions $ 10 $ 6 $ 24 $ 17 We also have a Deferred Cash Participation Plan (which we refer to as the DCPP), a non-qualified plan for certain key employees, other than executive officers, generally providing for vesting and/or distributions no sooner than five years from the award date.
Deferred compensation: awards approved and contributed · Filed 05/08/2026
Set forth below are several key governance practices: •Annual majority vote to elect directors •Demonstrated Board refreshment with emphasis on diverse skill set •Governance Guidelines include a retirement policy for directors •Proxy access (3% ownership / 3 years / group of up to 20 / greater of 20% of Board seats or 2 directors) •Independent Lead Director with clearly identified role •Annual Board and committee self-evaluations •Directors subject to stock ownership guidelines •Significant portion of Board compensation in the form of equity awards •Regular executive sessions of the Board and committees •Board and committee oversight of strategy, risk and sustainability initiatives •Robust stockholder engagement program Board Leadership Structure Pat Gallagher currently serves as Chairman of the Board and CEO.
Governance practices and combined chairman/CEO role · Filed 23/03/2026
With the exception of Mr. Gallagher, all Board members are independent and actively oversee the activities of the Chairman and other members of the senior management team.
Governance: board independence · Filed 23/03/2026
Independent Lead Director Duties & Responsibilities •Act as a liaison between the Chairman and the other directors •Be available for consultation and communication with stockholders as appropriate •Call and preside over executive sessions of the Board without the Chairman or other members of management present •Consult with the Chairman and approve Board meeting agendas and schedules •Consult with the Chairman and approve information provided to the Board •Consult with committee chairs with respect to agendas and information needs relating to committee meetings •Work closely with and act as an advisor to the Chairman; be available to discuss with other directors concerns about the company or the Board and relay those concerns, where appropriate, to the Chairman or other members of the Board; and be familiar with corporate governance best practices •Provide leadership to the Board if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict •Conduct the annual performance evaluation of Pat Gallagher in his capacity as Chairman and, together with the Nominating/Governance Committee, evaluate the Board as a whole and review the contributions of each Board member •Perform such other duties and responsibilities as the Board may determine Our independent directors meet regularly in executive sessions.
Governance: independent lead director responsibilities · Filed 23/03/2026
Audit Committee Pre-Approval Policies and Procedures All audit services, audit-related services, tax services and other services for fiscal years 2025 and 2024 were pre-approved by the Audit Committee.
Audit governance: actual pre-approval of 2025 and 2024 services · Filed 23/03/2026
We achieved organic revenue growth of 6% in both segments.
Stockholder letter: reported 2025 organic growth in both segments · Filed 23/03/2026
We also executed on our acquisition strategy completing 33 acquisitions representing $3.6 billion in estimated total acquired annualized revenue.
Stockholder letter: completed 2025 acquisitions · Filed 23/03/2026
Performance-based fees Certain clients pay us additional fee revenues for our efficiency in managing claims or on the basis of claim outcome effectiveness.
Revenue recognition: contractual claims-performance fees · Filed 17/02/2026
We do not receive these fees, if earned, until the following year after verification of the performance metrics outlined in the contracts.
Revenue recognition: verification before performance-fee payment · Filed 17/02/2026
During a hard market, buyers may switch to negotiated fee in lieu of commission arrangements to compensate us for placing their risks, or may consider the alternative insurance market, which includes self-insurance, captives, rent-a-captives, risk retention groups and capital market solutions to transfer risk.
Insurance market conditions: customers switching to negotiated fees · Filed 18/02/2025
Underwriting enterprises may seek to minimize their expenses by reducing the commission rates payable to agents or brokers such as us.
Brokerage risk factors: carrier pressure on commission rates · Filed 17/02/2026
