AJG / Arthur J. Gallagher & Co. - Документы SEC, Годовой отчет, Доверенное заявление

ARTHUR J. GALLAGHER & CO. CLOSES ACQUISITION OF ASSUREDPARTNERS

Exhibit 99.1 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

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. GALLAGH

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) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period fromto Commission File Number: 1-0

ARTHUR J. GALLAGHER & CO. ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS

EX-99.1 Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS ROLLING MEADOWS, IL, July 31, 2025 - Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended June 30, 2025. Management will host a webcast conference call to discuss these results on Thursday, July 31, 2025 at 5:15 p.m. ET/4:15 p.m. CT. To listen to t

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 July 31, 2025 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER

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 July 31, 2025 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

Current Report

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 Date of Report (Date of earliest event reported): June 4, 2025 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organization

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 Date of Report (Date of earliest event reported): May 13, 2025 ARTHUR J. GALLAGHER

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 Date of Report (Date of earliest event reported): May 13, 2025 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR J. G

Current Report

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 May 1, 2025 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organization)

ARTHUR J. GALLAGHER & CO. ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS ROLLING MEADOWS, IL, May 1, 2025 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended March 31, 2025. Management will host a webcast conference call to discuss these results on Thursday, May 1, 2025 at 5:30 p.m. ET/4:30 p.m. CT. To listen to the call, and

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 Date of Report (Date of earliest event reported): April 3, 2025 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

Amended and Restated Credit Agreement, dated as of April 3, 2025, by and among Arthur J. Gallagher & Co., as borrower, Bank of America, N.A., as administrative agent, L/C issuer and swing line lender, and the lenders and other L/C issuers party thereto. (incorporated by reference to Exhibit 10.1 to our Form 8-K Current Report dated April 3, 2025, File No 001-09761).

Exhibit 10.1 Execution Version Published Deal CUSIP Number: 04313PAE8 Published Revolving Credit Facility CUSIP Number: 04313PAF5 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 3, 2025 among ARTHUR J. GALLAGHER & CO., and CERTAIN SUBSIDIARIES as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender, and The Other Lenders and L/C Issuers Party H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Current Report

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 Date of Report (Date of earliest event reported): March 20, 2025 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizati

Form of Indemnity Agreement between Arthur J. Gallagher & Co. and each of our directors and executive officers.

Exhibit 10.3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is between Arthur J. Gallagher & Co. (the “Company”) and the undersigned (“Indemnitee”). WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers and other key employees is detrimental to the best interests of the Company’s stockholders

Filing Fee Table.

Exhibit 107.1 Form S-8 (Form Type) ARTHUR J. GALLAGHER & CO. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation Rule Amount Registered (3) Proposed Maximum Offering Price Per Share (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Common Stock,   $1.00 par value per sha

Form of Restricted Stock Unit Inducement Award Agreement

Exhibit 4.4 NOTICE OF RESTRICTED STOCK UNIT INDUCEMENT GRANT Participant [•] Notice You have been granted the following Restricted Stock Units in accordance with the terms of the Restricted Stock Unit Award Agreement (the “Agreement”) attached hereto. The Restricted Stock Units are being granted to you as an “employment inducement award” under NYSE Rule 303A.08, outside of the [•] 2022 Long-Term I

Insider Trading Policy

Exhibit 19 ARTHUR J. GALLAGHER & CO. INSIDER TRADING POLICY Purpose The Board of Directors of Arthur J. Gallagher & Co. (together with its subsidiaries, the “Company”) has adopted this Insider Trading Policy (this “Policy”) to promote compliance with the laws and regulations that prohibit trading while you are aware of “Inside Information” related to the Company or its securities (or our Business

As filed with the Securities and Exchange Commission on February 18, 2025.

As filed with the Securities and Exchange Commission on February 18, 2025. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 36-2151613 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-09761 ARTHUR J. GALLAGHER & CO. (Exac

Subsidiaries of Arthur J. Gallagher & Co., including state or other jurisdiction of incorporation or organization.

Exhibit 21.1 Subsidiaries of Arthur J. Gallagher & Co. The following is a list of all of the majority-owned and consolidated subsidiaries of Arthur J. Gallagher & Co. as of December 31, 2024. Company Name Domicile 2950 Land Company Manager, LLC United States 2950 Land Company, LLC United States A.C.N. 003 030 180 Pty Ltd Australia A.C.N. 061 063 303 Pty Ltd Australia A.C.N. 082 459 372 Pty Ltd Aus

Power of Attorney.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned being a director of Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), does hereby constitute and appoint WALTER D. BAY and DOUGLAS K. HOWELL, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and

ARTHUR J. GALLAGHER & CO. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS

EX-99.1 Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS ROLLING MEADOWS, IL, January 30, 2025 —  Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended December 31, 2024. Management will host a webcast conference call to discuss these results on Thursday, January 30, 2025 at 5:15 p.m. ET/4:1

Amended and Restated Bylaws of Arthur J. Gallagher & Co.

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF ARTHUR J. GALLAGHER & CO. (Amended and Restated January 29, 2025) ARTICLE I Offices Section 1.1 The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2 The corporation may also have offices at such other places both within and without the State of Delaware as the corporation may from time to ti

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 January 29, 2025 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAG

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 January 29, 2025 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

Other Events

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 December 19, 2024 Date of Report (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

Officers’ Certificate of the company pursuant to the Indenture, dated as of December 19, 2024.

Exhibit 4.1 ARTHUR J. GALLAGHER & CO. Officers’ Certificate pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture December 19, 2024 Pursuant to (i) Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture, dated as of May 20, 2021 (the “Indenture”), by and between Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (the “Trust

$5,000,000,000 $750,000,000 4.600% Senior Notes due 2027 (the “2027 Notes”) $750,000,000 4.850% Senior Notes due 2029 (the “2029 Notes”) $500,000,000 5.000% Senior Notes due 2032 (the “2032 Notes”) $1,500,000,000 5.150% Senior Notes due 2035 (the “20

Issuer Free Writing Prospectus Dated December 10, 2024 Filed Pursuant to Rule 433 relating to the Preliminary Prospectus Supplement dated December 10, 2024 and Prospectus dated February 12, 2024 Registration Statement No.

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 December 9, 2024 Date of Report (Date of earliest event reported) ARTHUR J. GALLAGH

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 December 9, 2024 Date of Report (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizat

Calculation of Filing Fee Tables (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registratio

RISK FACTORS

Exhibit 99.1 RISK FACTORS Risks Relating to the Proposed Transaction There can be no assurance that the Transaction will be completed or that we will realize the expected benefits of the Transaction. The Company’s ability to complete the acquisition of all the issued and outstanding stock of Dolphin TopCo, Inc. (the “Acquired Entity”), the holding company of AssuredPartners, Inc. (“AssuredPartners

$5,000,000,000 Arthur J. Gallagher & Co. $750,000,000 4.600% Senior Notes due 2027 $750,000,000 4.850% Senior Notes due 2029 $500,000,000 5.000% Senior Notes due 2032 $1,500,000,000 5.150% Senior Notes due 2035 $1,500,000,000 5.550% Senior Notes due

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-277002 PROSPECTUS SUPPLEMENT To prospectus dated February 12, 2024 $5,000,000,000 Arthur J. Gallagher & Co. $750,000,000 4.600% Senior Notes due 2027 $750,000,000 4.850% Senior Notes due 2029 $500,000,000 5.000% Senior Notes due 2032 $1,500,000,000 5.150% Senior Notes due 2035 $1,500,000,000 5.550% Senior Notes due 2055 Arthur

Underwriting Agreement, dated as of December 10, 2024, by and among Arthur J. Gallagher & Co. and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the underwriters named in Schedule A thereto.

Exhibit 1.2 Arthur J. Gallagher & Co. (a Delaware corporation) $750,000,000 4.600% Senior Notes due 2027 $750,000,000 4.850% Senior Notes due 2029 $500,000,000 5.000% Senior Notes due 2032 $1,500,000,000 5.150% Senior Notes due 2035 $1,500,000,000 5.550% Senior Notes due 2055 UNDERWRITING AGREEMENT Dated: December 10, 2024 Arthur J. Gallagher & Co. (a Delaware corporation) $750,000,000 4.600% Seni

Calculation of Filing Fee Tables (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee  Calculation  or  Carry  Forward  Rule  Amount  Registered  Proposed  Maximum  Offering  Price Per  Unit  Maximum Aggregate Offering Price Fee Rate Amount o

30,357,143 shares Arthur J. Gallagher & Co. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(2) Commission file number 333-283677 PROSPECTUS 30,357,143 shares Arthur J.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.4 Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 7, 2024, Arthur J. Gallagher & Co. (“Gallagher”, or the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company, The AssuredPartners Group LP (the “Seller”) and Dolphin TopCo, Inc. (“AssuredPartners”, or the “Acquired Entity”), pursuant to which the Company

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered  Proposed Maximum  Offering Price Per Unit Maximum  Aggregate Offering Price Fee Rate  Amount of Registrati

Report of Independent Auditors

EX-99.2 Exhibit 99.2 Dolphin TopCo, Inc. Consolidated Financial Statements As of and for the Year Ended December 31, 2023 Dolphin Topco, Inc. Index Page(s) Report of Independent Auditors 1-2 Consolidated Financial Statements Consolidated Balance Sheet December 31, 2023 3 Consolidated Statement of Operations and Comprehensive Income (Loss) For the Year Ended December 31, 2023 4 Consolidated Stateme

SUBJECT TO COMPLETION, DATED DECEMBER 9, 2024

Table of Contents Filed Pursuant to Rule 424(b)(2) Commission file number 333-283677 The information in this preliminary prospectus is not complete and may be changed.

Arthur J. Gallagher & Co. Signs Agreement to Acquire AssuredPartners

EX-99.1 Exhibit 99.1 NEWS RELEASE Arthur J. Gallagher & Co. Signs Agreement to Acquire AssuredPartners Rolling Meadows, IL, December 9, 2024 — Arthur J. Gallagher & Co. today announced it has signed a definitive agreement to acquire AssuredPartners. The transaction is subject to customary regulatory approvals and is expected to close during the first quarter of 2025. “We have held in high regard t

Form of Common Stock Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-3 dated December 9, 2024, File No. 333-283677).

Exhibit 1.1 [•] Shares ARTHUR J. GALLAGHER & CO. COMMON STOCK (PAR VALUE $1.00 PER SHARE) UNDERWRITING AGREEMENT [•], 2024 [•], 2024 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 BofA Securities, Inc. One Bryant Park New York, NY 10036 Ladies and Gentlemen: Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters na

As filed with the Securities and Exchange Commission on December 9, 2024

S-3ASR 1 d849396ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on December 9, 2024 Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 6411 36-2151613 (Stat

The accompanying notes are an integral part of these condensed consolidated financial statements.

EX-99.3 Exhibit 99.3 Dolphin Topco, Inc. Condensed Consolidated Financial Statements (Unaudited) As of and for the Nine Months Ended September 30, 2024 Dolphin TopCo, Inc. Index Page(s) Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheet September 30, 2024 1 Condensed Consolidated Statement of Operations and Comprehensive (Loss) Nine Months Ended September

Stock Purchase Agreement, dated as of December 7, 2024, by and among Arthur J. Gallagher & Co., The AssuredPartners Group LP and Dolphin Topco, Inc.*

EX-2.1 Exhibit 2.1 STOCK PURCHASE AGREEMENT by and among DOLPHIN TOPCO, INC., ARTHUR J. GALLAGHER & CO. and THE ASSUREDPARTNERS GROUP LP Dated as of December 7, 2024 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Defined Terms 26 ARTICLE II PURCHASE AND SALE 28 Section 2.1 Delivery and Purchase of Shares 28 Section 2.2 Closing 28 Section 2.3 Closing Deli

SUBJECT TO COMPLETION, DATED DECEMBER 9, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277002 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanyi

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 December 7, 2024 Date of Report (Date of earliest event reported) ARTHUR J. GALLAGH

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 December 7, 2024 Date of Report (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR

Current Report

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 October 24, 2024 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

ARTHUR J. GALLAGHER & CO. ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS ROLLING MEADOWS, IL, October 24, 2024 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended September 30, 2024. Management will host a webcast conference call to discuss these results on Thursday, October 24, 2024 at 5:15 p.m. ET/4:15 p.m. CT. To listen to

Current Report

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 Date of Report (Date of earliest event reported): September 19, 2024 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR J. GA

Arthur J. Gallagher & Co. appoints New Director

Exhibit 99.2 News Release Arthur J. Gallagher & Co. appoints New Director Rolling Meadows, Ill., July 24, 2024 – Arthur J. Gallagher & Co. today announced the appointment of Richard Harries to the company’s Board of Directors. Mr. Harries has more than 35 years of insurance industry experience in the UK and other highly regulated markets and has experience growing businesses as an operational lead

Current Report

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 July 24, 2024 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

ARTHUR J. GALLAGHER & CO. ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS ROLLING MEADOWS, IL, July 25, 2024 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended June 30, 2024. Management will host a webcast conference call to discuss these results on Thursday, July 25, 2024 at 5:15 p.m. ET/4:15 p.m. CT. To listen to the call,

Current Report

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 Date of Report (Date of earliest event reported): June 25, 2024 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

Current Report

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 Date of Report (Date of earliest event reported): May 7, 2024 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organization)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR J. G

Current Report

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 April 25, 2024 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizati

ARTHUR J. GALLAGHER & CO. ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS ROLLING MEADOWS, IL, April 25, 2024 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended March 31, 2024. Management will host a webcast conference call to discuss these results on Thursday, April 25, 2024 at 5:15 p.m. ET/4:15 p.m. CT. To listen to the cal

* * *

Arthur J. Gallagher & Co.  April 2, 2024 VIA EDGAR Ms. Cara Lubit Mr. Robert Klein Division of Corporation Finance U.S. Securities and Exchange Commission 100 F St. NE Washington, DC 20549 Re: Arthur J. Gallagher & Co.   Form 10-K for the Fiscal Year ended December 31, 2023   Filed February 9, 2024   File No. 001-09761 Dear Ms. Lubit and Mr. Klein: On behalf of Arthur J. Gallagher & Co. (“we”, “ou

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Current Report

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 Date of Report (Date of earliest event reported): March 21, 2024 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizati

3,000,000 shares Arthur J. Gallagher & Co. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-277002 PROSPECTUS SUPPLEMENT (To prospectus dated February 12, 2024) 3,000,000 shares Arthur J. Gallagher & Co. Common Stock We have entered into an equity distribution agreement (the “equity distribution agreement”) with Morgan Stanley & Co. LLC (the “agent”) relating to the issuance and sale, from time to time, of up to 3,00

Current Report

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 Date of Report (Date of earliest event reported): March 14, 2024 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizati

Equity Distribution Agreement, dated as of March 14, 2024, between Arthur J. Gallagher & Co. and Morgan Stanley & Co. LLC.

Exhibit 1.1 ARTHUR J. GALLAGHER & CO. COMMON STOCK (PAR VALUE $1.00 PER SHARE) EQUITY DISTRIBUTION AGREEMENT March 14, 2024 March 14, 2024 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), proposes to issue and sell through Morgan Stanley & Co. LLC, as sales agent (the “Manager”), on the terms se

Calculation of Filing Fee Tables (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward R

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registrat

Officers’ Certificate of the Company pursuant to the Indenture, dated as of February 15, 2024.

EX-4.1 Exhibit 4.1 ARTHUR J. GALLAGHER & CO. Officers’ Certificate pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture Pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture dated as of May 20, 2021 (the “Indenture”) between Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), and resolutions du

Underwriting Agreement, dated February 12, 2024, by and among the Company and BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the underwriters named in Schedule A thereto.

Exhibit 1.1 Arthur J. Gallagher & Co. (a Delaware corporation) $500,000,000 5.450% Senior Notes due 2034 $500,000,000 5.750% Senior Notes due 2054 UNDERWRITING AGREEMENT Dated: February 12, 2024 Arthur J. Gallagher & Co. (a Delaware corporation) $500,000,000 5.450% Senior Notes due 2034 $500,000,000 5.750% Senior Notes due 2054 UNDERWRITING AGREEMENT February 12, 2024 BofA Securities, Inc. One Bry

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 Date of Report (Date of earliest event reported): February 12, 2024 ARTHUR J. GALLA

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 Date of Report (Date of earliest event reported): February 12, 2024 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiz

Calculation of Filing Fee Tables (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward R

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Issuer: Arthur J.

$1,000,000,000 Arthur J. Gallagher & Co. $500,000,000 5.450% Senior Notes due 2034 $500,000,000 5.750% Senior Notes due 2054

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-277002 PROSPECTUS SUPPLEMENT To prospectus dated February 12, 2024 $1,000,000,000 Arthur J. Gallagher & Co. $500,000,000 5.450% Senior Notes due 2034 $500,000,000 5.750% Senior Notes due 2054 Arthur J. Gallagher & Co. (the “Company”) will issue $500,000,000 aggregate principal amount of senior notes that will mature on July 15

AJG / Arthur J. Gallagher & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0338-arthurjgallagherco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Arthur J Gallagher & Co Title of Class of Securities: Common Stock CUSIP Number: 363576109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to d

$1,000,000,000 $500,000,000 5.450% Senior Notes due 2034 (the “2034 Notes”) $500,000,000 5.750% Senior Notes due 2054 (the “2054 Notes”) Issuer: Arthur J. Gallagher & Co. Expected Ratings (Moody’s/S&P/Fitch)*: Baa2 (stable) / BBB (stable) / BBB+ (sta

Issuer Free Writing Prospectus Dated February 12, 2024 Filed Pursuant to Rule 433 relating to the Preliminary Prospectus Supplement dated February 12, 2024 and Prospectus dated February 12, 2024 Registration Statement No.

Statement of Eligibility under the Trust Indenture Act of 1939, as amended of The Bank of New York Mellon Trust Company, N.A., as trustee for the form of Indenture.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-

As filed with the Securities and Exchange Commission on February 12, 2024

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 12, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Arthur J. Gallagher & Co. (Registrant) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of R

SUBJECT TO COMPLETION, DATED FEBRUARY 12, 2024

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-277002 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanyi

Form of Long-Term Incentive Plan Stock Option Award Agreement for executive officers.

Exhibit 10.17 Form Notice of Option Grant Participant Notice You have been granted the following stock option (the “Option”) to purchase Shares in accordance with the terms of the Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan (the “Plan”) and the Stock Option Award Agreement (the “Agreement”) attached hereto. Type of Award Nonqualified Stock Option Grant Date Option Price per Share Numbe

Power of Attorney.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned being a director of Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), does hereby constitute and appoint WALTER D. BAY and DOUGLAS K. HOWELL, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and

Incentive Compensation Recovery Policy.

Exhibit 97 ARTHUR J. GALLAGHER & CO. INCENTIVE COMPENSATION RECOVERY POLICY Purpose The Board of Directors of Arthur J. Gallagher & Co. (the “Company”) has adopted this incentive compensation recovery policy in furtherance of a corporate culture that promotes accountability and aligns with the Company’s compensation principles. Administration The administration of this Policy shall be overseen by

Form of Performance Unit Grant Agreement under the Long-Term Incentive Plan for executive officers.

Exhibit 10.20 Form of Arthur J. Gallagher & Co. Performance SHARE Unit GRANT Agreement Participant Grant Date Number of Performance Share Units subject to this Performance Share Unit Award Performance Period Earned Performance Share Units The number of Earned Performance Share Units subject to this Performance Share Unit Award shall be based on achievement of the Performance Measures during the Pe

First Amendment to Credit Agreement, dates as of November 7, 2023, by and among Arthur J. Gallagher & Co., as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto.

Exhibit 10.2 Execution Version This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 7, 2023, among Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), each Lender (as defined below) party hereto as a Consenting Lender (as defined below) or an Incremental Lender (as defined below) and the Administrative Agent (as defined below), to the Credit Agreement, d

Subsidiaries of Arthur J. Gallagher & Co., including state or other jurisdiction of incorporation or organization.

Exhibit 21.1 Subsidiaries of Arthur J. Gallagher & Co. The following is a list of all of the majority-owned and consolidated subsidiaries of Arthur J. Gallagher & Co. as of December 31, 2023. Company Name Domicile 15588111 Canada Inc. Canada 2950 Land Company Manager, LLC United States 2950 Land Company, LLC United States A.C.N. 003 030 180 Pty Ltd Australia A.C.N. 061 063 303 Pty Ltd Australia A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-09761 ARTHUR J. GALLAGHER & CO. (Exac

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Arthur J. Gallagher & Co. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $1.00 per share (the “Common Stock”). DESCRIPTION OF COMMON STOCK The fol

ARTHUR J. GALLAGHER & CO. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS ROLLING MEADOWS, IL, January 25, 2024 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter and full year ended December 31, 2023. Management will host a webcast conference call to discuss these results on Thursday, January 25, 2024 at 5:15 p.m. E

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 January 25, 2024 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): December 13, 2023 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiz

Other Events

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 Date of Report (Date of earliest event reported): October 30, 2023 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

Officers’ Certificate of the Company pursuant to the Indenture, dated as of November 2, 2023.

Exhibit 4.1 ARTHUR J. GALLAGHER & CO. Officers’ Certificate pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture Pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture dated as of May 20, 2021 (the “Indenture”) between Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), and resolutions duly adop

Underwriting Agreement, dated October 30, 2023, by and among the Company and BofA Securities, Inc. and Barclays Capital Inc. as representatives of the underwriters named in Schedule A thereto.

Exhibit 1.1 Arthur J. Gallagher & Co. (a Delaware corporation) $400,000,000 6.500% Senior Notes due 2034 $600,000,000 6.750% Senior Notes due 2054 UNDERWRITING AGREEMENT Dated: October 30, 2023 Arthur J. Gallagher & Co. (a Delaware corporation) $400,000,000 6.500% Senior Notes due 2034 $600,000,000 6.750% Senior Notes due 2054 UNDERWRITING AGREEMENT October 30, 2023 BofA Securities, Inc. One Bryan

$1,000,000,000 Arthur J. Gallagher & Co. $400,000,000 6.500% Senior Notes due 2034 $600,000,000 6.750% Senior Notes due 2054

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-254015 PROSPECTUS SUPPLEMENT To prospectus dated March 8, 2021 $1,000,000,000 Arthur J. Gallagher & Co. $400,000,000 6.500% Senior Notes due 2034 $600,000,000 6.750% Senior Notes due 2054 Arthur J. Gallagher & Co. (the “Company”) will issue $400,000,000 aggregate principal amount of senior notes that will mature on February 15

Calculation of Filing Fee Tables (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward R

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Issuer: Arthur J.

$1,000,000,000 $400,000,000 6.500% Senior Notes due 2034 (the “2034 Notes”) $600,000,000 6.750% Senior Notes due 2054 (the “2054 Notes”) Issuer: Arthur J. Gallagher & Co. Expected Ratings (Moody’s/S&P/Fitch)*: Baa2 (stable) / BBB (stable) / BBB+ (sta

Issuer Free Writing Prospectus Dated October 30, 2023 Filed Pursuant to Rule 433     relating to the Preliminary Prospectus Supplement dated October 30, 2023 and Prospectus dated March 8, 2021 Registration Statement No.

SUBJECT TO COMPLETION, DATED OCTOBER 30, 2023

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254015 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanyi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR

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

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 October 26, 2023 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

ARTHUR J. GALLAGHER & CO. ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS ROLLING MEADOWS, IL, October 26, 2023 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended September 30, 2023. Management will host a webcast conference call to discuss these results on Thursday, October 26, 2023 at 5:15 p.m. ET/4:15 p.m. CT. To listen to

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): September 13, 2023 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organi

Filing Fee Table.

Exhibit 107.1 Form S-8 (Form Type) ARTHUR J. GALLAGHER & CO. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $1.00 par value per share, to be issued p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR J. GA

As filed with the Securities and Exchange Commission on August 4, 2023.

As filed with the Securities and Exchange Commission on August 4, 2023. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 36-2151613 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id

Form of Deferred Cash Participation Plan Award Agreement.

Exhibit 4.7 ARTHUR J. GALLAGHER & CO. DEFERRED CASH PARTICIPATION PLAN AWARD AGREEMENT Participant Award Date Vesting Date Acceptance Deadline Annual Discretionary Allocation USD Important: Not accepting this Award by the Acceptance Deadline may result in forfeiture. This Deferred Cash Participation Plan Award Agreement (this “Agreement”), effective as of the Award Date shown above, between Arthur

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 July 27, 2023 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER

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 July 27, 2023 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

ARTHUR J. GALLAGHER & CO. ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS

EX-99.1 Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS ROLLING MEADOWS, IL, July 27, 2023 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended June 30, 2023. Management will host a webcast conference call to discuss these results on Thursday, July 27, 2023 at 5:15 p.m. ET/4:15 p.m. CT. To listen to t

Credit Agreement, dated as of June 22, 2023, by and among Arthur J. Gallagher & Co., as borrower, Bank of America, N.A., as administrative agent and L/C issuer, and the lenders and other L/C issuers party thereto (incorporated by reference to Exhibit 10.1 to our Form 8-K Current Report dated June 23, 2023, File No. 1-09761).

EX-10.1 Exhibit 10.1 Execution Version Published Deal CUSIP Number: 04313PAC2 Published Revolving Credit Facility CUSIP Number: 04313PAD0 CREDIT AGREEMENT Dated as of June 22, 2023 among ARTHUR J. GALLAGHER & CO., and CERTAIN SUBSIDIARIES as the Borrowers, BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and The Other Lenders and L/C Issuers Party Hereto with BofA SECURITIES, INC.

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 Date of Report (Date of earliest event reported): June 22, 2023 ARTHUR J. GALLAGHER

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 Date of Report (Date of earliest event reported): June 22, 2023 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

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 Date of Report (Date of earliest event reported): June 15, 2023 ARTHUR J. GALLAGHER

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 Date of Report (Date of earliest event reported): June 15, 2023 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

7,000,000 Shares of Common Stock

424B2 Table of Contents Filed Pursuant to Rule 424b(2) Registration No. 333-268400 PROSPECTUS 7,000,000 Shares of Common Stock This prospectus relates to 7,000,000 shares of our common stock, par value $1.00 per share, that we may offer and issue from time to time in connection with future acquisitions of other businesses, assets or securities by us. We will determine the amount and type of consid

Restated Certificate of Incorporation of Arthur J. Gallagher & Co. (incorporated by reference to Exhibit 3.2 to our Form 8-K Current Report dated May 11, 2023, File No. 1-09761).

EX-3.2 Exhibit 3.2 RESTATED CERTIFICATE OF INCORPORATION OF ARTHUR J. GALLAGHER & CO. The present name of the corporation is Arthur J. Gallagher & Co. The corporation was incorporated under the name “AJG Co.” by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on March 30, 1972. This Restated Certificate of Incorporation only restates and

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): May 9, 2023 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organization)

Certificate of Amendment of Certificate of Incorporation of Arthur J. Gallagher & Co. (incorporation by reference to Exhibit 3.1 to our Form 8-K Current Report dated May 11, 2023, File No, 1-09761).

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF ARTHUR J. GALLAGHER & CO. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Arthur J. Gallagher & Co., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. The Amended and Restated Certificate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR J. G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ARTHUR J. GALLAGHER & CO. ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS

EX-99.1 Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS ROLLING MEADOWS, IL, April 27, 2023 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended March 31, 2023. Management will host a webcast conference call to discuss these results on Thursday, April 27, 2023 at 5:15 p.m. ET/4:15 p.m. CT. To listen to

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 April 27, 2023 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHE

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 April 27, 2023 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

U NITED STATES SECURITIES AND EXCH ANG E COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (

Table of Contents U NITED STATES SECURITIES AND EXCH ANG E COMMISSION Washington, D.

U NITED STATES SECURITIES AND EXCH ANG E COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (

Table of Contents U NITED STATES SECURITIES AND EXCH ANG E COMMISSION Washington, D.

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 Date of Report (Date of earliest event reported): March 16, 2023 ARTHUR J. GALLAGHE

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 Date of Report (Date of earliest event reported): March 16, 2023 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizati

Underwriting Agreement, dated February 27, 2023, by and among the Company and BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named in Schedule A thereto.

EX-1.1 2 d476388dex11.htm EX-1.1 Exhibit 1.1 EXECUTON VERSION Arthur J. Gallagher & Co. (a Delaware corporation) $350,000,000 5.500% Senior Notes due 2033 $600,000,000 5.750% Senior Notes due 2053 UNDERWRITING AGREEMENT Dated: February 27, 2023 Arthur J. Gallagher & Co. (a Delaware corporation) $350,000,000 5.500% Senior Notes due 2033 $600,000,000 5.750% Senior Notes due 2053 UNDERWRITING AGREEME

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 Date of Report (Date of earliest event reported): February 27, 2023 ARTHUR J. GALLA

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 Date of Report (Date of earliest event reported): February 27, 2023 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiz

Officers’ Certificate of the Company pursuant to the Indenture, dated as of March 2, 2023.

EX-4.1 Exhibit 4.1 ARTHUR J. GALLAGHER & CO. Officers’ Certificate pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture Pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture dated as of May 20, 2021 (the “Indenture”) between Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), and resolutions du

Calculation of Filing Fee Tables (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward R

EX-FILING FEES 2 d364141dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Issuer: Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit

$950,000,000 Arthur J. Gallagher & Co. $350,000,000 5.500% Senior Notes due 2033 $600,000,000 5.750% Senior Notes due 2053

424B2 1 d364141d424b2.htm 424B2 Table of Contents Filed Pursuant to Rule 424b(2) Registration No. 333-254015 PROSPECTUS SUPPLEMENT To prospectus dated March 8, 2021 $950,000,000 Arthur J. Gallagher & Co. $350,000,000 5.500% Senior Notes due 2033 $600,000,000 5.750% Senior Notes due 2053 Arthur J. Gallagher & Co. (the “Company”) will issue $350,000,000 aggregate principal amount of senior notes tha

$950,000,000 $350,000,000 5.500% Senior Notes due 2033 (the “2033 Notes”) $600,000,000 5.750% Senior Notes due 2053 (the “2053 Notes”) Issuer: Arthur J. Gallagher & Co. Expected Ratings (Moody’s/S&P/Fitch)*: Baa2 (stable) / BBB (stable) / BBB (positi

FWP Issuer Free Writing Prospectus Dated February 27, 2023 Filed Pursuant to Rule 433 relating to the Preliminary Prospectus Supplement dated February 27, 2023 and Prospectus dated March 8, 2021 Registration Statement No.

SUBJECT TO COMPLETION, DATED FEBRUARY 27, 2023

424B5 Table of Contents Filed Pursuant to Rule 424b(5) Registration No. 333-254015 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accomp

Amendment No. 2, dated December 14, 2022, to the Second Amended and Restated Multicurrency Credit Agreement dated June 7, 2019, between Arthur J. Gallagher & Co., Bank of Montreal, as administrative agent, and other lenders signatory thereto.

EX-4.2C 2 ajg-ex42c.htm EX-4.2C Exhibit 4.2.3 Amendment No. 2 to Credit Agreement This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 14, 2022, and is by and among Arthur J. Gallagher & Co., a Delaware corporation (the “Borrower”) and Bank of Montreal, as Administrative Agent. Preliminary Statements A. The Borrower, the financial institutions from time to time party

Subsidiaries of Arthur J. Gallagher & Co., including state or other jurisdiction of incorporation or organization and the names under which each does business.

Exhibit 21.1 Subsidiaries of Arthur J. Gallagher & Co. The following is a list of all of the majority-owned and consolidated subsidiaries of Arthur J. Gallagher & Co. as of December 31, 2022. Company Name Domicile 2950 Land Company Manager, LLC Delaware 2950 Land Company, LLC Delaware A.C.N. 113 929 516 Australia A.C.N. 003 030 180 Pty Ltd Australia A.C.N. 060 973 908 Pty Ltd Australia A.C.N. 061

Form of Long-Term Incentive Plan Stock Option Award Agreement (incorporated by reference to Exhibit 10.42.2 to our Form 10-K Annual Report for 2022, File No. 1-09761).

Exhibit 10.42.2 FORM Notice of Option Grant Participant Notice You have been granted the following stock option (the “Option”) to purchase Shares in accordance with the terms of the Arthur J. Gallagher & Co. 20[ ] Long-Term Incentive Plan (the “Plan”) and the Stock Option Award Agreement (the “Agreement”) attached hereto. Type of Award Nonqualified Stock Option Grant Date Option Price per Share Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-09761 ARTHUR J. GALLAGHER & CO. (Exac

Form of Performance Unit Grant Agreement under the Performance Unit Program for executive officers over the age of 55.

Exhibit 10.43.2 Form of Arthur J. Gallagher & Co. Performance SHARE Unit GRANT Agreement Participant Grant Date Number of Performance Share Units subject to this Performance Share Unit Award Performance Period Earned Performance Share Units The number of Earned Performance Share Units subject to this Performance Share Unit Award shall be based on achievement of the Performance Measures during the

Form of Long-Term Incentive Plan Stock Option Award Agreement for executive officers over the age of 55.

Exhibit 10.42.5 Form Notice of Option Grant Participant Notice You have been granted the following stock option (the “Option”) to purchase Shares in accordance with the terms of the Arthur J. Gallagher & Co. 20[ ] Long-Term Incentive Plan (the “Plan”) and the Stock Option Award Agreement (the “Agreement”) attached hereto. Type of Award Nonqualified Stock Option Grant Date Option Price per Share Nu

Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement for executive officers over the age of 55.

Exhibit 10.42.4 Form of Notice of RESTRICTED STOCK UNIT Grant Participant Notice You have been granted the following Restricted Stock Units in accordance with the terms of the Arthur J. Gallagher & Co. 20[ ] Long-Term Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Agreement”) attached hereto. Type of Award Restricted Stock Units Grant Date Number of Shares Underlyi

Arthur J. Gallagher & Co. Deferral Plan for Nonemployee Directors (amended and restated as of February 1, 2022) (incorporated by reference to Exhibit 10.12 to our Form 10-K Annual Report for 2022, File No. 1-09761).

Exhibit 10.12 ARTHUR J. GALLAGHER & CO. DEFERRAL PLAN FOR NONEMPLOYEE DIRECTORS AMENDED AND RESTATED AS OF FEBRUARY 1, 2022 ARTICLE I Purpose The purpose of this Arthur J. Gallagher & Co. Deferral Plan for Nonemployee Directors is to provide Nonemployee Directors with the opportunity to defer the receipt of all or a portion of the Annual Retainer or Restricted Stock Awards which they earn as direc

Form of Deferred Equity Participation Plan Award Agreement (incorporated by reference to Exhibit 10.16.1 to our Form 10-K Annual Report for 2022, File No. 1-09761).

Exhibit 10.16.1 Form of Arthur J. Gallagher & Co. DEFERRED EQUITY PARTICIPATION PLAN Award Agreement Participant Award Date Acceptance Deadline Allocation of Annual Funding Important: Not accepting this Award by the Acceptance Deadline may result in forfeiture. This Deferred Equity Participation Plan Award Agreement (this “Agreement”), effective as of the Award Date shown above, between Arthur J.

Form of Performance Unit Grant Agreement under the Performance Unit Program (incorporated by reference to Exhibit 10.43.1 to our Form 10-K Annual Report for 2022, File No. 1-09761).

Exhibit 10.43.1 Form of Arthur J. Gallagher & Co. Performance Unit PROGRAM Award Notice Participant Date of Grant Fair Market Value of a share of Common Stock on Date of Grant $ Number of Performance Units subject to this Performance Unit Award Performance Period Earned Performance Units The number of Earned Performance Units subject to this Performance Unit Award shall be based on achievement of

Form of Long-Term Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.42.1 to our Form 10-K Annual Report for 2022, File No. 1-09761).

Exhibit 10.42.1 FORM Notice of RESTRICTED STOCK UNIT Grant Participant Notice You have been granted the following Restricted Stock Units in accordance with the terms of the Arthur J. Gallagher & Co. 20[ ] Long-Term Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Agreement”) attached hereto. Type of Award Restricted Stock Units Grant Date Number of Shares Underlying

Power of Attorney.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned being a director of Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), does hereby constitute and appoint WALTER D. BAY and DOUGLAS K. HOWELL, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and res

AJG / Gallagher (ARTHUR J.) & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0314-arthurjgallagherco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Arthur J Gallagher & Co. Title of Class of Securities: Common Stock CUSIP Number: 363576109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 January 26, 2023 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

ARTHUR J. GALLAGHER & CO. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS

EX-99.1 2 d369508dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS ROLLING MEADOWS, IL, January 26, 2023 — Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended December 31, 2022. Management will host a webcast conference call to discuss these results on Thursday, January 2

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): December 13, 2022 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiz

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 Date of Report (Date of earliest event reported): December 6, 2022 ARTHUR J. GALLAG

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 Date of Report (Date of earliest event reported): December 6, 2022 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

Amended and Restated By-Laws of Arthur J. Gallagher & Co. (incorporated by reference to Exhibit 3.1 to our Form 8-K Current Report dated December 6, 2022, File No. 1-09761).

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF ARTHUR J. GALLAGHER & CO. (Amended and Restated December 6, 2022) ARTICLE I Offices Section 1.1 The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.2 The corporation may also have offices at such other places both within and without the State of Delaware as the corporation may from time to t

November 22, 2022

November 22, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

3,000,000 shares Arthur J. Gallagher & Co. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-254015 PROSPECTUS SUPPLEMENT (To prospectus dated March 8, 2021) 3,000,000 shares Arthur J. Gallagher & Co. Common Stock We have entered into an equity distribution agreement (the ?equity distribution agreement?) with Morgan Stanley & Co. LLC (the ?agent?) relating to the issuance and sale, from time to time, of up to 3,000,00

ARTHUR J. GALLAGHER & CO. RENEWS EQUITY PROGRAM FOR ACQUISITIONS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. RENEWS EQUITY PROGRAM FOR ACQUISITIONS Rolling Meadows, IL November 16, 2022 ? Arthur J. Gallagher & Co. today announced a renewal of its equity financing program for acquisitions, including the following actions: ? We filed a shelf registration statement on Form S-4 registering 7.0 million shares for issuance in connection with brokerage and ris

As filed with the Securities and Exchange Commission on November 15, 2022.

As filed with the Securities and Exchange Commission on November 15, 2022. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 36-2151613 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

As filed with the Securities and Exchange Commission on November 15, 2022

As filed with the Securities and Exchange Commission on November 15, 2022 Registration No.

As filed with the Securities and Exchange Commission on November 15, 2022

As filed with the Securities and Exchange Commission on November 15, 2022 Registration No.

As filed with the Securities and Exchange Commission on November 15, 2022

Table of Contents As filed with the Securities and Exchange Commission on November 15, 2022 Registration No.

Equity Distribution Agreement, dated as of November 15, 2022, between Arthur J. Gallagher & Co. and Morgan Stanley & Co. LLC

Exhibit 1.1 EXECUTION VERSION ARTHUR J. GALLAGHER & CO. COMMON STOCK (PAR VALUE $1.00 PER SHARE) EQUITY DISTRIBUTION AGREEMENT November 15, 2022 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Arthur J. Gallagher & Co., a Delaware corporation (the ?Company?), proposes to issue and sell through Morgan Stanley & Co. LLC, as sales agent (the ?Manager?), on the te

Filing Fee Exhibit.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration F

Filing Fee Table.

Exhibit 107.1 Form S-8 (Form Type) ARTHUR J. GALLAGHER & CO. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $1.00 par value per share, to be issued u

Calculation of Filing Fee Tables (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Arthur J. Gallagher & Co. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration

Financial Statements and Exhibits, Other Events

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 November 15, 2022 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 October 27, 2022 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

ARTHUR J. GALLAGHER & CO. ANNOUNCES THIRD QUARTER 2022 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES THIRD QUARTER 2022 FINANCIAL RESULTS ROLLING MEADOWS, IL, October 27, 2022 ? Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended September 30, 2022. Management will host a webcast conference call to discuss these results on Thursday, October 27, 2022 at 5:15 p.m. ET/4:15 p.m. CT. To listen to

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): September 20, 2022 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organi

Regulation FD Disclosure

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 10, 2022 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR J. GA

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): July 27, 2022 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

Certificate of Change of Registered Agent and Location of Registered Office (incorporated by reference to Exhibit 3.1 to our Form 8-K Current Report dated July 29, 2022, File No. 1-09761).

Exhibit 3.1 CERTIFICATE OF CHANGE OF REGISTERED AGENT AND LOCATION OF REGISTERED OFFICE OF ARTHUR J. GALLAGHER & CO. Arthur J. Gallagher & Co., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY that: 1. The board of directors of the Corporation resolved to change the registered agent and the location of the

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 July 28, 2022 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

ARTHUR J. GALLAGHER & CO. ANNOUNCES SECOND QUARTER 2022 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES SECOND QUARTER 2022 FINANCIAL RESULTS ROLLING MEADOWS, IL, July 28, 2022 ? Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended June 30, 2022. Management will host a webcast conference call to discuss these results on Thursday, July 28, 2022 at 5:15 p.m. ET/4:15 p.m. CT. To listen to the call,

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): June 15, 2022 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K Current Report dated May 13, 2022 File No. 1-09761).

Exhibit 10.1 Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan I. Introduction 1.1 Purposes. The purposes of the Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan (this ?Plan?) are (i) to align the interests of the Company?s stockholders and the recipients of Awards under this Plan by increasing the proprietary interest of such recipients in the Company?s growth and success, (ii) to ad

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): May 10, 2022 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organization

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR J. G

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 April 28, 2022 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizati

ARTHUR J. GALLAGHER & CO. ANNOUNCES FIRST QUARTER 2022 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES FIRST QUARTER 2022 FINANCIAL RESULTS ROLLING MEADOWS, IL, April 28, 2022 ? Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended March 31, 2022. Management will host a webcast conference call to discuss these results on Thursday, April 28, 2022 at 5:15 p.m. ET/4:15 p.m. CT. To listen to the cal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy S

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): March 16, 2022 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizati

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 Date of Report (Date of earliest event reported): March 2, 2022 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

Filing Fee Table.

Exhibit 107.1 Form S-8 (Form Type) ARTHUR J. GALLAGHER & CO. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(3) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, $1.00 par value per share Oth

As filed with the Securities and Exchange Commission on February 22, 2022.

S-8 1 d260914ds8.htm S-8 As filed with the Securities and Exchange Commission on February 22, 2022. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 36-2151613 (State or other jurisdiction of incorporation or organ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-09761 ARTHUR J. GALLAGHER & CO. (Exac

Power of Attorney.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned being a director of Arthur J. Gallagher & Co., a Delaware corporation (the ?Company?), does hereby constitute and appoint WALTER D. BAY and DOUGLAS K. HOWELL, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and res

Subsidiaries of Arthur J. Gallagher & Co., including state or other jurisdiction of incorporation or organization and the names under which each does business.

Exhibit 21.1 Subsidiaries of Arthur J. Gallagher & Co. In the following list of subsidiaries of Arthur J. Gallagher & Co., those companies that are indented represent subsidiaries of the corporation under which they are indented. Except for directors? qualifying shares, 100% of the voting stock of each of the subsidiaries listed below, other than those indicated by footnote, is owned of record or

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 1, 2021, Arthur J. Gallagher & Co. (?Gallagher? or ?the Company?) completed an acquisition (the ?Acquisition?) of substantially all of the treaty reinsurance brokerage operations from Willis Towers Watson plc. (?Willis Re DivestCo?) in exchange for an aggregate purchase price of $3,578.9 million, consisting of in

Willis Re DivestCo Combined Financial Statements As of and for the Year Ended December 31, 2020 And Independent Auditor’s Report Thereon

Exhibit 99.1 Willis Re DivestCo Combined Financial Statements As of and for the Year Ended December 31, 2020 And Independent Auditor?s Report Thereon Willis Re DivestCo Combined Financial Statements December 31, 2020 Table of Contents Page Independent Auditor?s Report 1 Combined Financial Statements: Combined Balance Sheet 2 Combined Statement of Comprehensive Income 3 Combined Statement of Cash F

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (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): December 1, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incor

Willis Re DivestCo Unaudited Combined Financial Statements As of and for the Nine Months Ended September 30, 2021

Exhibit 99.2 Willis Re DivestCo Unaudited Combined Financial Statements As of and for the Nine Months Ended September 30, 2021 Willis Re DivestCo Unaudited Combined Financial Statements September 30, 2021 Table of Contents Page Unaudited Combined Financial Statements: Condensed Combined Balance Sheet ? September 30, 2021 1 Condensed Combined Statement of Comprehensive Income ? Nine Months Ended Se

AJG / Gallagher (ARTHUR J.) & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Arthur J Gallagher & Co. Title of Class of Securities: Common Stock CUSIP Number: 363576109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 January 27, 2022 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

ARTHUR J. GALLAGHER & CO. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS ROLLING MEADOWS, IL, January 27, 2022 ? Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter and full year ended December 31, 2021. Management will host a webcast conference call to discuss these results on Thursday, January 27, 2022 at 5:15 p.m. E

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): December 14, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiz

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): December 1, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

Letter Agreement, dated December 1, 2021, by and between Willis Towers Watson plc and Arthur J. Gallagher & Co. *

Exhibit 10.1 CLOSING LETTER AGREEMENT This closing letter agreement (this ?Agreement?), effective December 1, 2021, is made by and between Willis Towers Watson Public Limited Company, an Irish public limited company (?Sapphire?) and Arthur J. Gallagher & Co., a Delaware corporation (?Buyer?). Each of the foregoing parties is referred to herein as a ?Party? and collectively as the ?Parties.?. Refer

Arthur J. Gallagher & Co. Completes Acquisition of Willis Towers Watson plc Treaty Reinsurance Brokerage Operations

EX-99 2 d242177dex99.htm EX-99 Exhibit 99 NEWS RELEASE Arthur J. Gallagher & Co. Completes Acquisition of Willis Towers Watson plc Treaty Reinsurance Brokerage Operations ROLLING MEADOWS, Ill., Dec. 1, 2021 — Arthur J. Gallagher & Co. today announced that it has completed the acquisition of substantially all of the treaty reinsurance brokerage operations from Willis Towers Watson plc. Together wit

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 Date of Report (Date of earliest event reported): December 1, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

Officers’ Certificate of the Company pursuant to the Indenture, dated as of November 9, 2021.

Exhibit 4.1 ARTHUR J. GALLAGHER & CO. Officers? Certificate pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture Pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture dated as of May 20, 2021 (the ?Indenture?) between Arthur J. Gallagher & Co., a Delaware corporation (the ?Company?), and The Bank of New York Mellon Trust Company, N.A. (the ?Trustee?), and resolutions duly adop

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): November 9, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

Underwriting Agreement, dated November 2, 2021, by and between Arthur J. Gallagher & Co., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representative of the underwriters named in Schedule A thereto.

Exhibit 1.1 Arthur J. Gallagher & Co. (a Delaware corporation) $400,000,000 2.400% Senior Notes due 2031 $350,000,000 3.050% Senior Notes due 2052 UNDERWRITING AGREEMENT Dated: November 2, 2021 Arthur J. Gallagher & Co. (a Delaware corporation) $400,000,000 2.400% Senior Notes due 2031 $350,000,000 3.050% Senior Notes due 2052 UNDERWRITING AGREEMENT November 2, 2021 BofA Securities, Inc. J.P. Morg

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): November 2, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 2.400% Notes due 2031 $400,000,000 99.

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-254015 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 2.400% Notes due 2031 $400,000,000 99.568% $398,272,000 $36,919.82 3.050% Notes due 2052 $350,000,000 98.966%

$750,000,000 $400,000,000 2.400% Senior Notes due 2031 (the “2031 Notes”) $350,000,000 3.050% Senior Notes due 2052 (the “2052 Notes”) Issuer: Arthur J. Gallagher & Co. Expected Ratings (Moody’s/S&P/Fitch)*: Baa2 (stable) / BBB (stable) / BBB (stable

Issuer Free Writing Prospectus Dated November 2, 2021 Filed Pursuant to Rule 433 relating to the Preliminary Prospectus Supplement dated November 2, 2021 and Prospectus dated March 8, 2021 Registration Statement No.

SUBJECT TO COMPLETION, DATED NOVEMBER 2, 2021

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254015 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanyi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 October 28, 2021 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organiza

ARTHUR J. GALLAGHER & CO. ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS ROLLING MEADOWS, IL, October 28, 2021 ? Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended September 30, 2021. Management will host a webcast conference call to discuss these results on Thursday, October 28, 2021 at 5:15 p.m. ET/4:15 p.m. CT. To listen to

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): September 14, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): August 12, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizat

Purchase Agreement, dated August 12, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed on August 16, 2021).

Exhibit 2.1 SECURITY AND ASSET PURCHASE AGREEMENT by and between Willis Towers Watson Public Limited Company and Arthur J. Gallagher & Co. Dated as of August 12, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Cross References 29 Section 1.03. Interpretation 32 ARTICLE II PURCHASE AND SALE 33 Section 2.01. Purchase and Sale of the Equity Interests 33 Sectio

Arthur J. Gallagher & Co. UK Employee Share Incentive Plan.

Exhibit 4.3 ARTHUR J. GALLAGHER & CO. and THE SUBSIDIARIES LISTED HEREIN and LINK MARKET SERVICES TRUSTEES LIMITED TRUST DEED AND RULES of the ARTHUR J. GALLAGHER & CO. UK EMPLOYEE SHARE INCENTIVE PLAN 1 THE ARTHUR J. GALLAGHER & CO. UK EMPLOYEE SHARE INCENTIVE PLAN 1. PURPOSE 2. STATUS 3. DECLARATION OF TRUST 4. NUMBER OF TRUSTEES 5. INFORMATION 6. RESIDENCE OF TRUSTEES 7. CHANGE OF TRUSTEES 8. I

Form of Partnership Share Agreement under the Arthur J. Gallagher & Co. UK Employee Share Incentive Plan.

Exhibit 4.4 PLEASE READ THE WHOLE OF THIS AGREEMENT This Partnership Share Agreement is between: Participant Company Trustees The employee who has obtained authorised access to this agreement, and who is an employee of one of the companies listed below: Gallagher Bassett International Ltd. Gallagher Benefit Services Management Company Limited Arthur J. Gallagher Services (UK) Ltd Arthur J. Gallagh

As filed with the Securities and Exchange Commission on July 30, 2021.

As filed with the Securities and Exchange Commission on July 30, 2021. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 36-2151613 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR J. GA

ARTHUR J. GALLAGHER & CO. ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS AND $1.5 BILLION SHARE REPURCHASE PROGRAM

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS AND $1.5 BILLION SHARE REPURCHASE PROGRAM ROLLING MEADOWS, IL, July 29, 2021 ? Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended June 30, 2021. Management will host a webcast conference call to discuss these results on Thursday, July 29, 2021 at 5:15 p.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 July 29, 2021 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): July 28, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

Arthur J. Gallagher & Co. Appoints New Director

Exhibit 99 News Release Arthur J. Gallagher & Co. Appoints New Director Rolling Meadows, Ill., July 28, 2021 ? Arthur J. Gallagher & Co. (NYSE: AJG) today announced the appointment of Teresa H. Clarke to the company?s Board of Directors. Ms. Clarke is Chair and CEO of Africa.com LLC, a media holding company with an extensive array of platforms that reach a global audience interested in African con

Arthur J. Gallagher & Co. Announces Termination of Agreement to Acquire Certain Willis Towers Watson plc Brokerage Operations

Exhibit 99.1 NEWS RELEASE Arthur J. Gallagher & Co. Announces Termination of Agreement to Acquire Certain Willis Towers Watson plc Brokerage Operations Rolling Meadows, IL, July 26, 2021 ? Arthur J. Gallagher & Co. (NYSE: AJG) today announces the termination of its May 12, 2021 agreement to acquire certain Willis Towers Watson plc brokerage operations as a result of Aon plc and Willis Towers Watso

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): July 26, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): June 17, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizatio

Indenture, dated as of May 20, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee.

Exhibit 4.1 ARTHUR J. GALLAGHER & CO., Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee Indenture Dated as of May 20, 2021 Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions 1 SECTION 1.02. Compliance Certificates and Opinions 6 SECTION 1.03. Form of Documents Delivered to Trustee 7 SECTION 1.04. A

Officers’ Certificate of the Company pursuant to the Indenture, dated as of May 20, 2021.

Exhibit 4.2 ARTHUR J. GALLAGHER & CO. Officers? Certificate pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture Pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Indenture dated as of May 20, 2021 (the ?Indenture?) between Arthur J. Gallagher & Co., a Delaware corporation (the ?Company?), and The Bank of New York Mellon Trust Company, N.A. (the ?Trustee?), and resolutions duly adop

Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): May 20, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organization

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 Date of Report (Date of earliest event reported): May 12, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organization

RISK FACTORS

Exhibit 99.1 RISK FACTORS Risks Relating to the Proposed WTW Transaction. There can be no assurance that the WTW Transaction will be completed or that we will realize the expected benefits of the WTW Transaction. The Company?s acquisition of certain Willis Towers Watson plc reinsurance, specialty and retail brokerage operations (the ?WTW Transaction?) is part of a proposed regulatory remedy for th

Submission of Matters to a Vote of Security Holders

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 Date of Report (Date of earliest event reported): May 11, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organization

Security and Asset Purchase Agreement, dated as of May 12, 2021, by and among Arthur J. Gallagher & Co., Aon plc and Willis Towers Watson plc.

Exhibit 2.1 SECURITY AND ASSET PURCHASE AGREEMENT by and among Willis Towers Watson Public Limited Company, Aon plc and Arthur J. Gallagher & Co. Dated as of May 12, 2021 TABLE OF CONTENTS ARTICLE I DEFINITIONS 2 Section 1.01. Definitions 2 Section 1.02. Cross References 30 Section 1.03. Interpretation 34 ARTICLE II PURCHASE AND SALE 35 Section 2.01. Purchase and Sale of the Equity Interests 35 Se

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 2.500% Notes due 2031 $650,000,000 99.

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-254015 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) 2.500% Notes due 2031 $650,000,000 99.386% $646,009,000 $70,479.59 3.500% Notes due 2051 $850,000,000 98.808%

Underwriting Agreement, dated May 12, 2021, by and between Arthur J. Gallagher & Co. and Morgan Stanley & Co. LLC, as representative of the several underwriters listed on Schedule I thereto.

Exhibit 1.1 Execution Version 9,000,000 Shares ARTHUR J. GALLAGHER & CO. COMMON STOCK (PAR VALUE $1.00 PER SHARE) UNDERWRITING AGREEMENT May 12, 2021 May 12, 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Arthur J. Gallagher & Co., a Delaware corporation (the ?Company?), proposes to issue and sell to the several Underwriters named in Schedule I hereto (t

Underwriting Agreement, dated May 13, 2021, by and between Arthur J. Gallagher & Co., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representative of the underwriters named in Schedule A thereto.

Exhibit 1.2 Arthur J. Gallagher & Co. (a Delaware corporation) $650,000,000 2.500% Senior Notes due 2031 $850,000,000 3.500% Senior Notes due 2051 UNDERWRITING AGREEMENT Dated: May 13, 2021 Arthur J. Gallagher & Co. (a Delaware corporation) $650,000,000 2.500% Senior Notes due 2031 $850,000,000 3.500% Senior Notes due 2051 UNDERWRITING AGREEMENT May 13, 2021 BofA Securities, Inc. J.P. Morgan Secur

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Maximum aggregate offering price Amount of registration fee Common Stock, par value $1.00 $1,469,700,000(1) $160,344.27(2)

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-254015 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Maximum aggregate offering price Amount of registration fee Common Stock, par value $1.00 $1,469,700,000(1) $160,344.27(2) (1) Assuming exercise in full of the underwriters? over-allotment option. (2) The filing fee of $160,344.

$650,000,000 2.500% Senior Notes due 2031 (the “2031 Notes”) $850,000,000 3.500% Senior Notes due 2051 (the “2051 Notes”) Issuer: Arthur J. Gallagher & Co. Expected Ratings (Moody’s/S&P/Fitch)*: Baa2 (stable) / BBB (positive) / BBB (stable) Security

FWP Issuer Free Writing Prospectus Dated May 13, 2021 Filed Pursuant to Rule 433 relating to the Preliminary Prospectus Supplement dated May 12, 2021 and Prospectus dated March 8, 2021 Registration Statement No.

SUBJECT TO COMPLETION, DATED MAY 12, 2021

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-254015 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the

Arthur J. Gallagher & Co. Announces Agreement To Acquire Certain Willis Towers Watson plc Reinsurance, Specialty And Retail Brokerage Operations

Exhibit 99.1 NEWS RELEASE Arthur J. Gallagher & Co. Announces Agreement To Acquire Certain Willis Towers Watson plc Reinsurance, Specialty And Retail Brokerage Operations Rolling Meadows, IL, May 12, 2021 ? Arthur J. Gallagher & Co. (NYSE: AJG) today announced an agreement to acquire certain Willis Towers Watson plc reinsurance, specialty and retail brokerage operations as part of a proposed regul

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Date of Report (Date of earliest event reported): May 12, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organization

SUBJECT TO COMPLETION, DATED MAY 12, 2021

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254015 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanyi

Arthur J. Gallagher & Co., Deferred Equity Participation Plan (as amended and restated as of February 20, 2021).

Exhibit 10.16 ARTHUR J. GALLAGHER & CO. DEFERRED EQUITY PARTICIPATION PLAN (as amended and restated as of February 20, 2021) Purpose The purpose of this Deferred Equity Participation Plan (the ?Plan?) is to encourage key employees of Arthur J. Gallagher & Co. (together with its subsidiaries and affiliates, the ?Company?), to remain employed with the Company until at least age 62. The retention of

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 or ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 1-09761 ARTHUR J. G

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 April 29, 2021 Date of Report: (Date of earliest event reported) ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizati

ARTHUR J. GALLAGHER & CO. ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS

Exhibit 99.1 NEWS RELEASE ARTHUR J. GALLAGHER & CO. ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS ROLLING MEADOWS, IL, April 29, 2021 ? Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter ended March 31, 2021. Management will host a webcast conference call to discuss these results on Thursday, April 29, 2021 at 5:15 p.m. ET/4:15 p.m. CT. To listen to the cal

proxy statement

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

COURTESY PDF

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required In Proxy Statement SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

Regulation FD Disclosure

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 Date of Report (Date of earliest event reported): March 17, 2021 ARTHUR J. GALLAGHER & CO. (Exact name of registrant as specified in its charter) Delaware 1-09761 36-2151613 (State or other jurisdiction of incorporation or organizati

Statement of Eligibility under the Trust Indenture Act of 1939, as amended of The Bank of New York Mellon Trust Company, N.A., as trustee for the form of Indenture.

EX-25.1 5 d128383dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trus

- S-3ASR

Table of Contents As filed with the Securities and Exchange Commission on March 8, 2021 Registration No.

Form of Indenture between Arthur J. Gallagher & Co. and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.3 ARTHUR J. GALLAGHER & CO., Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee Indenture Dated as of [ ] Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions. 1 SECTION 1.02. Compliance Certificates and Opinions. 6 SECTION 1.03. Form of Documents Delivered to Trustee. 7 SECTION 1.04. Acts of

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Arthur J Gallagher & Co. Title of Class of Securities: Common Stock CUSIP Number: 363576109 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fil