MRSH 10-K & 10-Q changes, risk factors and insider trading

•Increasing scrutiny and changing laws and expectations from regulators, investors, clients and our colleagues with respect to our environmental,business social and governance (ESG)responsibility practices and disclosure may impose additional costs on us or expose us to new or additional risks;

•Adverse legal developments and future regulations concerning how intermediaries are compensated by insurers or clients, as well as allegations of anti-competitive behavior or conflicts of interest, could have a material adverse effect on Marsh’sMarsh Risk’s business, results of operations and financial condition;

•Mercer’s Wealth business is subject to a number of risks, including risks related to public and private capital market fluctuations, third-party asset managers and custodians, operations and technology risks, trading and execution risks, conflicts of interest, ESGsustainability and greenwashing, asset performance and regulatory compliance, that, if realized, could result in significant damage to our business;

Geopolitical and macroeconomic conditions, including from multiple major wars and global conflicts, social unrest, tariffs or changes in trade policies, slower GDP growth or recession, fluctuations in foreign exchange rates, lower interest rates, capital markets volatility, inflation and changes in insurance premium rates affect our clients' businesses and the markets they serve. These conditions, including inflationary expense pressure with our clients, may reduce demand for our services or depress pricing for those services, which could have a material adverse effect on our results of operations.

For example, the war in Ukraine andUkraine, the conflict throughout the Middle EastEast, including heightened regional instability and tensions involving Iran, and recent developments in Latin America, have resulted in worldwide geopolitical and macroeconomic uncertainty and may negatively impact other regional and global economic markets (including Europe, the Middle EastEast, Latin America and the U.S.), companies in other countries (particularly those that have done business with Russia or have substantial exposure to, or operations in, impacted countries) and various sectors, industries and markets for securities and commodities globally, such as oil and natural gas, and may increase financial market volatility and adversely impact regional and global economic markets, industries and companies.

More generally, our investments, including our minority investments in other companies as well as our cash investments and those held in a fiduciary capacity, are subject to general credit, liquidity, counterparty, foreign exchange, market and interest rate risks. For example, fluctuations in interest rates and foreign exchange rates between the U.S. dollar and foreign currencies may adversely affect our results of operations. Lower interest rates mayhave leadled to a decline in our fiduciary income.

Our businesses provide numerous professional services, including the placement of insurance and the provision of consulting, investment advisory, investment management and actuarial services,services to clients around the world. As a result, the Company and its subsidiaries are subject to a significant number of errors and omissions, breach of fiduciary duty, breach of contract and similar claims, which we refer to collectively as "E&O claims." In our Risk and Insurance Services segment, such claims include allegations of damages arising from our failure to assess clients’ risks, advise clients, place coverage, or notify insurers of potential claims on behalf of clients in accordance with our obligations to them. For example, these claims could include allegations related to losses from cyberattacks associated with policies where cyber risk was not specifically included or excluded in policies, commonly referred to as “"silent cyber.”" In our Consulting segment, where we may act in a fiduciary capacity through our investments business, such claims could include allegations of damages arising from the provision of consulting, investment management (including, for example, from trading execution or other operational errors), actuarial, pension administration and other services. We may also be exposed to claims related to services or solutions offered by the Consulting segment in addition to consulting services. These Consulting segment services frequently involve complex calculations and services, including (i) making assumptions about, and preparing estimates concerning, contingent future events, (ii) drafting and interpreting complex documentation governing pension plans, (iii) calculating benefits within complex pension structures, (iv) providing individual financial planning advice including investment advice and advice relating to cashing out of defined benefit pension plans, (v) providing investment advice, including guidance on asset allocation and investment strategy, and (vi) managing client assets, including the selection of investment managers and implementation of a client’s investment policy and strategies. We provide these services to a broad client base, including clients in the public sector. Matters may relate to services provided by the Company dating back many years. Such claims may subject us to significant liability for monetary damages, including punitive and treble damages, negative publicity and reputational harm, and may divert personnel and management resources. We may be unable to effectively limit our potential liability in certain jurisdictions, including through insurance, or in connection with certain types of claims, particularly those concerning claims of a breach of fiduciary duty.

Our activities are subject to extensive regulation under the laws of the U.S. and its various states, the United Kingdom, the European Union and its member states, Australia and the other jurisdictions in which we operate. We are also subject to trade sanctions laws relating to countries such as Afghanistan, Belarus, Cuba, Iran, North Korea, Russia, Syria, Ukraine (Russia-controlled territories) and Venezuela, and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. We are subject to numerous other laws on matters as diverse as internal control over financial reporting and disclosure controls and procedures, securities regulation, data privacy and protection, cybersecurity, taxation, anti-trust and competition, anti-money laundering, immigration, wage-and-hour standards and employment and labor relations.

The U.S. and foreign laws and regulations that apply to our operations are complex and may change rapidly, and our efforts to comply and keep up with them require significant resources. In some cases, these laws and regulations may decrease the need for our services, increase our costs, negatively impact our revenues or impose operational limitations on our business, including on the products and services we may offer or on the amount or type of compensation we may collect. In particular, the financial and operational impact of complying with laws and regulations has increased in the current global environment of increased regulatory activity and enforcement. In addition, in the United States, shifts in regulatory priorities, policy approaches or interpretations of existing laws by federal, state or local governments occur following changes in U.S. presidential administrations, which often leads to changes involving the level of regulatory oversight and focus on businesses and certain industries, particularly financial services. Changes or uncertainty with respect to the applicable laws and regulations may impose additional and unforeseen costs on us or pose new or previously immaterial risks to us. There can be no assurance that current and future government regulations will not adversely affect our business, and we cannot predict new regulatory priorities, the form, content or timing of regulatory actions, and their impact on our business and operations. In addition, geopolitical conflict, such as the war in Ukraine and the conflict throughout the Middle East, has resulted in, and may continue to result in, new and rapidly evolving trade sanctions, which may increase our costs, negatively impact our revenues or impose additional operational limitations on our businesses. Changes to tax laws, trade agreements, tariffs, labor policies, or environmental standards could also result in increased costs or operational changes.

In operating our business and providing services and solutions to clients, we collect, use, store, transmit and otherwise process certain electronic information, including personal, confidential, proprietary and sensitive data such as financial records, health care, mergers and acquisitions and personal data of our clients, colleagues and vendors. We rely on the efficient, uninterrupted and secure operation of complex information technology systems and networks to operate our business and securely process, transmit and store electronic information. In the normal course of business, we also share electronic information with our vendors and other third parties, which in some cases is critical to our ability to deliver services to our clients. This electronic information comprises sensitive and confidential data, including information related to financial records, health care, mergers and acquisitions and clients’ personal data. Our information technology systems and information security control systems, and those of our numerous third-party providers, as well as the control systems of critical infrastructure they rely on, such as power grids, and undersea cables, are potentially vulnerable to unauthorized access, damage or interruption from a variety of external threats, including software bugs, physical attack, cyberattacks, computer viruses and other malware, malicious or destructive code, ransomware, social engineering attacks (including phishing, business e-mail compromise and digital or telephonic impersonation), hacking theft, denial-of-service attacks and other types of data and systems-related modes of attack. The techniques used to achieve such unauthorized access, damage or interruption change frequently and new techniques may not be identified until they are launched against a target, and we may be unable to anticipate these techniques or implement adequate preventative or remedial measures, resulting in potential data loss, data unavailability, data corruption or other damage to information technology systems. In addition, remote and hybrid work arrangements have increased the risk of phishing and other cybersecurity attacks, unauthorized dissemination of personal, confidential, proprietary or sensitive data, and unauthorized access to company computing assets. Further, a disruption of physical infrastructure could impact our ability to conduct business and service clients. This may include deliberate or unintentional disruption of service to electrical systems, satellite communications, undersea or terrestrial cable systems, Internet services, or other systems our colleagues or third parties rely on us to conduct business in a multitude of jurisdictions across the globe. Disruptions may be the result of weather, natural disaster, war, terrorism, pandemic, or other natural or geopolitical events. Our systems are also subject to compromise from internal threats such as fraud, mistakes, misconduct or other improper action by employees, vendors and other third parties with otherwise legitimate access to our systems. Moreover, we face the ongoing challenge of managing access controls in a complex environment. The latency of a compromise is often measured in months but could be years, and we may not be able to detect a compromise in a timely manner, and even if detected, there can be no assurance that we can mitigate or remediate such compromise in an adequate or timely manner. We could experience significant financial and reputational harm if our information systems are breached, sensitive client or Company data are compromised, surreptitiously modified, rendered inaccessible for any period of time or maliciously made public, or if we fail to make adequate or timely disclosures to the public, law enforcement agencies or regulators following any such event, whether due to delayed discovery or a failure to follow existing protocols. Moreover, a successful cyberattack targeting our financial reporting systems or related services and infrastructure could disrupt our ability to accurately prepare, finalize, and disclose our financial results in a timely manner.

Cyberattacks are increasing in frequency and evolving in nature. We are at risk of attack by a variety of adversaries, including nation states, state-sponsored organizations, opportunistic attacks, and organized crime and hackers, through use of increasingly sophisticated methods of attack, including the deployment of AI to find and exploit vulnerabilities, "deep fakes", long-term, persistent attacks (referred to as advanced persistent threats) and the use of the IT supply chain to introduce malware through software updates or compromised suppliers accounts or hardware. In particular, the advance of AI and large language models has given rise to additional vulnerabilities and potential entry points for cyber threats. With generative AI tools,AI, threat actors may have additional tools to automate breaches or persistent attacks, evade detection, or generate sophisticated phishing emails or other forms of digital impersonation, doing so quickly and without requiring deep technical understanding of potential exploits. Attackers may develop AI agents to fully automate the attack cycle, which could discover new and unexploited applications and dynamically create ways to exploit these weaknesses faster than security tools can adapt to and detect these new attack methods. In addition, increasing use of generative AI modelsmodels, including new capabilities offered through Model Context Protocol (MCP) Servers, in our internal systems may create new attack methods for adversaries. Because generative AI is a newconstantly evolving field, understanding of cybersecurity risks and protection methods continues to develop, and features that rely on generative AI, including in services provided to us by third parties, may be susceptible to unanticipated cybersecurity threats from sophisticated adversaries and other cybersecurity incidents. Further, we are at increased risk of a cyberattack during periods of heightened geopolitical conflict, such as the war in Ukraine and the conflict throughout the Middle East, as diplomatic events and economic policies may trigger espionage or retaliatory cyber incidents. Additionally, nation states may deploy threat actors masquerading as potential candidates for hire at target companies to perform corporate espionage or execute internal cyber threat activities. Despite our efforts to comply with applicable cybersecurity requirements and mitigate risks of cybersecurity threats, we cannot be certain that our security measures will definitively prevent, contain, detect, or remediate all cybersecurity threats or incidents or other instructions from malware currently in existence or developed in the future.

We have numerous vendors and other third parties who receive personal information from us in connection with the services we offer our clients and our employees. We also use hundreds of IT vendors and software providers to maintain and secure our global information systems infrastructure. In addition, we have migrated certain data, and may increasingly migrate data, to the cloud where it is hosted by third-party providers. Some of these vendors and third parties also have direct access to our systems or data. We are at risk of a cyberattack involving a vendor or other third parties, which could result in a breakdown of such third party’s data protection processes or the cyberattackers gaining access to our infrastructure or data through a supply chain attack. Highly publicized data security breaches, such as the October 20232025 attackSalesloft/Drift on Okta,attack, may embolden malicious actors to target the IT supply chain and providers of business software. In addition, we depend on our third-party vendors to keep software current. Our systems’ availability could be impacted by poor or improperly tested software code and updates deployed to our environment by a third-party through normal and expected processes, which occurred with the CrowdStrike event in July 2024. Our reliance on third-party software components and open-source libraries as part of our software supply chain exposes us to significant cybersecurity risks, including malicious code insertion, vulnerabilities and compromised updates. Incidents such as the Shai Hulud NPM Worm, which spread through widely used JavaScript packages by exploiting trust in open-source dependencies, illustrate how supply chain attacks can lead to unauthorized access, data breaches, or disruption of critical applications, sometimes evading traditional security controls. The complexity and scale of modern software supply chains make it difficult to fully vet and monitor all dependencies, increasing the likelihood that similar incidents could affect our systems and operations and result in business disruption, reputational damage and regulatory or legal consequences. Our control over and ability to monitor the cybersecurity practices of our third-party and fourth-party vendors and service providers, and other third parties with whom we do business, remains limited, and there can be no assurance that we can prevent, mitigate, or remediate the risk of any compromise or failure in the development processes or cybersecurity infrastructure or IT controls owned or controlled by such third parties. Additionally, any contractual protections with such third parties, including our right to indemnification, if any, may be limited or insufficient to prevent a negative impact on our business from such compromise or failure.

At the international level, we are subject to an increasing number of comprehensive privacy laws including, for example, those passed in Indonesia, the Kingdom of Saudi Arabia, India and Australia. Many of these laws, which are modeled after the GDPR, have greatly increased the jurisdictional reach of privacy laws and added a broad array of requirements for handling personal data, such as the public disclosure of data breaches, data protection impact assessments, data portability and the appointment of data protection officers in some cases. Given the breadth and depth of changes in data protection obligations, including classifying data and committing to a range of administrative, technical and physical controls to protect data and enable data transfers across borders, our compliance with such laws will continue to require time, resources and review of the technology and systems we use. Despite a proliferation of regulatory guidance papers, there remains uncertainty in key areas related to these laws, and that uncertainty could result in potential liability for our failure to meet our obligations, including the possibility of significant fines some of which can amount to 4% or more of our global revenue. Further, despite developments such as the U.S.- EUE.U. Data Privacy Framework and the U.S.- U.K. Data Bridge, there remains a high level of uncertainty concerning the flow of personal information between the U.S. and EU, between the U.S. and the U.K. and between the U.K. and the EU. This uncertainty may impair our ability to offer our existing and planned products and services or increase our cost of doing business. Some of the global laws enacted in recent years, including those in China and the Kingdom of Saudi Arabia, also include data localization elements that will require that certain personal data stay within their borders. These requirements are complex and our efforts to comply with them require significant resources, and we cannot guarantee we are or will be in full compliance with such laws at all times.

In addition to data protection and data privacy laws, foreign countries and U.S. states are enacting cybersecurity laws and regulations. For example, in lateNovember 20232025, the final amendments made by the New York State Department of Financial Services (NYDFS) issued amendments to its previous cybersecurity regulations came into effect, which imposed obligations on companies such as Marsh McLennan,Marsh, including for example, requiring companies to provide evidence of how they are implementing their data retention, data governance and data classifications policies and procedures. In addition, the U.S. Department of Justice Bulk Data Transfer Rule recently effected rules restricting the sending of certain data to "countries of concern" and requiring regular compliance monitoring around such transfers. A number of states have also adopted laws covering data collected by insurance licensees that include security and breach notification requirements. All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time, may divert resources from other initiatives and projects and could restrict the way services involving data are offered, all of which may adversely affect our results of operations. Failure to comply with some of these obligations, especially those related to data retention requirements, could expose us to regulatory fines and other penalties.

Additionally, certain foreign, U.S. federal and U.S. state governments are increasingly enacting, or are considering enacting, AI-related laws and regulations, such as the EU's AI Act, the AI Transparency Act of California and the AI Act of Colorado, which impose complex new obligations on developers and providers of AI systems. Given the emergingrapid natureexpansion of AI technology,technology capabilities, the lack of legal or regulatory precedent, and the ambiguity surrounding key definitions, complying with these evolving legal and regulatory frameworks is likely to be both challenging and costly. There is a risk that we may not fully meet the requirements set forth by these laws and regulations, potentially exposing us to legal, regulatory or financial penalties. Furthermore, as new and divergent AI laws and regulations continue to emerge globally, they could significantly increase our risk of liability and fines, impact our ability to deploy and utilize AI tools across different jurisdictions, disrupt operations and prospective business and increase our compliance burdens.

We depend in large part on our technology systems for conducting business, as well as for providing the data and analytics we use to manage our business. As a result, our business success is dependent on maintaining the effectiveness of existing technology systems and on continuing to develop and enhance technology systems that support our business processes and strategic initiatives in a cost and resource efficient manner, particularly as our business processes become more digital. We have a number of strategic initiatives involving investments inin, or partnerships withwith, technology companies as part of our growth strategy, as well as investments in technology, including generative AI, and infrastructure to support our own systems.

Across all of our businesses, our colleagues are critical to developing and retaining client relationships as well as performing the services on which our revenues are earned. It is therefore important for us to attract, incentivize and retain significant revenue-producing employees and the key managerial and other professionals who support them. We face numerous challenges in this regard, including the intense competition for talent, which has accelerated in recent years. Such challenges include the increased mobility of colleagues in light of more flexible working models, market dislocation resulting from proposed and actual combinations in the industry, raids by competitors, and fostering an inclusive workplace. In some cases, competitors have used increasingly aggressive tactics to recruit talent across the industry, including orchestrated team lifts and the theft or misuse of confidential information. We have pursued, and continue to pursue, litigation and other remedies in response to such conduct. However, we cannot guarantee that such efforts will effectively deter future conduct.

Losing colleagues who manage or support substantial client relationships or possess substantial experience or expertise could adversely affect our ability to secure and complete client engagements, which could adversely affect our results of operations. If a key employee were to join an existing competitor or form a competing company, some of our clients could choose to use the services of a competitor instead of our services. If a colleague joins us from a competitor and is subject to enforceable restrictive covenants, we may not be able to secure client engagements or maximize the colleague's potential. In addition, regulation or legislation impacting the workforce, such as the proposed U.S. Federal Trade Commission rule regarding noncompete clauses,workforce may lead to increased uncertainty and competition for talent.

We strive to foster a culture in which our colleagues act with integrity and feel comfortable speaking up about potential misconduct. We are a people business, and a well-defined and consistently reinforced corporate culture, starting with a strong “tone from the top,” is critical to ensuring compliance with laws and regulations, attracting and retaining top talent and maintaining the trust of our clients, business partners and other stakeholders. As a multinational company operating across many geographies, failure to effectively align our workforce with our core values and ethical principles may impair our ability to achieve our strategic objectives, particularly as we execute our brand strategy, operational model changes and integrate acquisitions. If we fail to maintain our corporate culture, there is an increased risk of unethical behavior or regulatory violations, which could result in legal penalties, reputational damage and financial harm.

Increasing scrutiny and changing laws and expectations from regulators, investors, clients and our colleagues with respect to our environmental,business social and governance (ESG)responsibility practices and disclosure may impose additional costs on us or expose us to new or additional risks.

There is continued focus, including from governmental organizations, regulators, investors, colleagues and clients, on ESGmatters related to environmental stewardship and sustainabilitysustainability, issues.strategies to foster a vibrant and inclusive culture, and responsible business practices, including government relations and public affairs initiatives. We refer to these matters collectively as business responsibility. The regulatory landscape related to these issues continues to evolve, with new laws and reporting requirements introduced across various jurisdictions, including in the U.S., the U.K., the European Union (E.U.) and Australia. These laws and regulations may impose additional compliance or disclosure obligations on us. Inconsistent or even conflicting requirements across jurisdictions may also increase compliance challenges, add operational costs, or lead to stakeholder dissatisfaction.

As these ESG reporting requirements and standards evolve, we continue to evaluate and update our public disclosures in these areas, including refining our disclosure of metrics and sustainability goals in accordance with the guidance and our own ESGbusiness responsibility assessments and priorities. These disclosures, metrics and sustainability goals and any failure to accurately report or comply with federal, state or international ESG laws and regulations, or achieve progress on our metrics and sustainability goals on a timely basis, or at all, may result in legal and regulatory proceedings against us and negatively impact our reputation. Implementation of our ESGbusiness responsibility initiatives also depends in part on third-party performance or data that is outside the Company's control. In addition, heightened regulatory scrutiny of ESGenvironmental and sustainability-related products, funds, investment strategies and advice has increased the risk that we could be perceived as, or accused of, making inaccurate or misleading statements, or that we have otherwise run afoul of regulation. Such perceptions or accusations could damage our reputation, result in litigation or regulatory enforcement actions, and adversely affect our business.

Organizations that provide information to investors on corporate governance and related matters have also developed ratings processes for evaluating companies on their approach to ESGbusiness matters,responsibility, and unfavorable ratings of our company or our industries may lead to negative investor sentiment and the diversion of investment to other companies or industries, exclusion of our stock from ESG-orientedbusiness responsibility-oriented indices or investment funds or harm our relationships with regulators and the communities in which we operate.

Moreover, public opinion and potential legal actions regarding ESG-relatedbusiness responsibility initiatives remain highly dynamic and can vary across stakeholders and geographies. Balancing these competing expectations globally is complex.

Across our Risk and Insurance Services segment, we operate in a variety of markets and face different competitive landscapes. In addition to the challenges posed by capital market alternatives to traditional insurance and reinsurance, we compete against a wide range of other insurance and reinsurance brokerage and risk advisory and consultancy firms that operate on a global, regional, national or local scale for both client business and employee talent. In recent years, private equity sponsors have invested tens of billions of dollars into the insurance brokerage sector, transforming existing players and creating new ones to compete with large brokers. We also compete with insurance companies that market and service their insurance products directly to consumers and reinsurance companies that market and service their products directly to insurance companies, in each case without the assistance of brokers or other market intermediaries, and with various other companies that provide risk-related services or alternatives to traditional brokerage services, including those that rely almost exclusively on technological solutions or platforms. This competition is intensified by an often "syndicated" or "distributed" approach to the purchase of insurance and reinsurance brokerage services, where a client engages multiple brokers to service different portions of the client's account. In addition, third party capital providers have entered the insurance and reinsurance risk transfer market offering products and capital directly to our clients that serve as substitutes for traditional insurance.

In our Consulting segment, we compete for business with numerous consulting firms, technology firms and similar organizations, many of which also provide, or are affiliated with firms that provide, accounting, information systems, technology and financial services. Such competitors may be able to offer more comprehensive products and services to potential clients, which may give them a competitive advantage. Some of our competitors also may be able to invest more significant capital in technology and digital solutions. In certain sub-segments, we compete in highly fragmented markets or with start-ups that may be able to offer solutions at a lower price or on more favorable conditions.

If we experience a local or regional disaster or other business continuity event, such as an earthquake, hurricane, flood, terrorist attack, pandemic, war or other geopolitical tensions, protests or riots, security breach, cyberattack (including manipulating the control systems of critical infrastructure), power loss or telecommunications failure, our ability to operate will depend, in part, on the continued availability of our personnel, our office facilities and the proper functioning of our computer, telecommunication and other related systems and operations. In such an event, we could experience operational challenges that could have a material adverse effect on our business. The risk of business disruption is more pronounced in certain geographic areas, including major metropolitan centers, like New York or London, where we have significant operations and approximately 3,9003,800 and 5,8005,700 colleagues in those respective locations, and in certain countries and regions, such as India, Colombia, Eastern Europe and Southeast Asia, in which we operate or are investing additional capabilities that are subject to higher potential threat of terrorist attacks or militarygeopolitical conflicts.

We have a history of making acquisitions and investments, including a total of 86102 in the period from 20202021 to 2024,2025, including our recent acquisitionacquisitions of McGriff Insurance Services, LLC ("McGriff") and Gerolamo Holding S.À.R.L. ("Cardano"). We may not be able to successfully integrate the businesses that we acquire into our own business, or achieve any expected cost savings or synergies from the integration of such businesses, including McGriff and Cardano. Subject to standard contractual protections, we may also be responsible for legacy liabilities of companies that we acquire. Moreover, if we acquire a business operating in regions or industries subject to heightened regulatory scrutiny, we may face significant costs or risks in bringing their operations into compliance with applicable laws and our internal policies. Failure to address these compliance risks could result in regulatory enforcement actions, fines or damage to our reputation.

Our business depends on our ability to obtain payment from our clients of the amounts they owe us for the work we perform. As ofAt December 31, 2024,2025, our receivables for our commissions and fees were approximately $6.5$7.0 billion, or approximately one-quarter of our total annual revenues, and portions of our receivables are increasingly concentrated in certain businesses and geographies.

Approximately 52%51% of our total revenue reported in 20242025 was from business outside of the U.S. We are subject to exchange rate movement because we must translate the financial results of our foreign subsidiaries into U.S. dollars and also because some of our subsidiaries receive revenue other than in their functional currencies. Exchange rate movements may change over time, and they could have a material adverse impact on our financial results and cash flows reported in U.S. dollars. For additional discussion, see "Market Risk and Credit Risk-ForeignRisk- Foreign Currency Risk" in Part II, Item 7A ("Quantitative and Qualitative Disclosures about Market Risk") of this report.

•potential limitations on the clients or industries we serve resulting from increased regulation or changing stakeholder expectations on ESGsustainability issues;

Our effective tax rate may fluctuate in the future as a result of the current U.S. tax regime and the continuing issuance of interpretive guidance related to the operations of U.S.-based multinational corporations. These include significant provisions in U.S. income tax law that may have a meaningful impact on our income tax expense and require significant judgments and estimates in interpretation and calculations. Current tax legislation includes, among other provisions, limitations on the deductibility of net interest expense, a minimum tax on most non-U.S. income called Net Controlled Foreign Corporation Tested Income ("NCTI") (formerly known as Global Intangible Low-Taxed Income ("“GILTI"”), and the Base Erosion and Anti-Abuse Tax ("BEAT"). In addition,and a recently enactedcorporate book minimum tax could increase the impact of these provisions on our income tax expense.("CAMT"). Given the significant complexity of the rules, and the potential for additional guidance from the U.S. Treasury, the Securities and Exchange Commission, the Financial Accounting Standards Board or other regulatory authorities, recognized impacts in future periods could be significantly different from our current estimates. Such uncertainty may also result in increased scrutiny from, or disagreements with, tax authorities. As a U.S.-domiciled company, any such increases would likely have a disproportionate impact on us compared to our foreign-based competitors.

•unexpected increases in taxes or changes in U.S. or foreign tax laws, rulings, policies or related legal and regulatory interpretations, including recent changes to the U.K. statutory rateinterpretations;

•the implementation of the Organization for Economic Cooperation and Development (OECD) international tax framework, including the implementation of the Pillar 2Two minimum tax regime (and the "side-by-side" arrangement for U.S. companies), and the Pillar 1One profit reallocation regime,regime (or compensating digital services taxes), potentially resulting in an adverse effect on our effective tax rate, tax payments and results of operations, particularly as key jurisdictions adopt these changes, either partially or in full, alongside potential shifts in tax laws in response to such implementation;

•our ability to obtain dividends or repatriate funds from our non-U.S. subsidiaries, including as a resultbecause of the imposition of currency controls and other government restrictions on repatriation in the jurisdictions in which our subsidiaries operate, fluctuations in foreign exchange rates and the imposition of withholding and other taxes on such payments;

Our Risk and Insurance Services segment, conducted through Marsh Risk and Guy Carpenter, represented 63%64% of the Company's total revenue in 2024.2025. Our business in this segment is subject to particular risks.

Demand for many types of insurance and reinsurance generally rises or falls as economic growth expands or slows. This dynamic affects the level of commissions and fees generated by Marsh Risk and Guy Carpenter. To the extent our clients become adversely affected by declining business conditions, they may choose to limit their purchases of risk services and insurance and reinsurance coverage, asfor applicable,example, by choosing to retain more risk, which would adversely impact our commission revenue and other revenue based on premiums placed and services provided by us. Also, the insurance they seek to obtain through us may be impacted by changes in their assets, property values, sales or number of employees, which may reduce our commission revenue, and they may decide not to purchase our risk advisory or other services, which would inhibit our ability to generate fee revenue. Moreover, insolvencies and combinations associated with an economic downturn, especially insolvencies and combinations in the insurance industry, could adversely affect our brokerage business through the loss of clients or by limiting our ability to place insurance and reinsurance business, as well as our revenues from insurers. Guy Carpenter is especially susceptible to this risk given the limited number of insurance company clients and reinsurers in the marketplace.

A significant portion of our Risk and Insurance Services revenue consists of commissions paid to us out of the premiums that insurers and reinsurers charge our clients for coverage. We do not determine the insurance premiums on which our commissions are generally based. Our revenues and profitability are subject to change to the extent that premium rates fluctuate or trend in a particular direction. The potential for changes in premium rates is significant, due to the normal cycles of pricing in the commercial insurance and reinsurance markets. For example, the property and casualty insurance market has seen softer pricing recently, which may continue to impact profitability.

The ways in which insurance intermediaries are compensated receive scrutiny from regulators in part because of the potential for anti-competitive behavior and conflicts of interest. The vast majority of the compensation that Marsh Risk receives is in the form of retail fees and commissions that are paid by the client or paid from premium that is paid by the client.carriers. The amount of other compensation that we receive from insurance companies, separate from retail fees and commissions, has increased in the last several years, both on an underlying basis and through acquisitionacquisition, and represented approximately 6%7% of Marsh'sMarsh Risk's revenue in 2024.2025. This other compensation includes payment for (i) consulting and analytics services provided to insurers; (ii) administrative and other services provided to insurers (including underwriting services and services relating to the administration and management of quota shares, panels and other facilities); and (iii) contingent commissions, primarily at MMA and outside the U.S., paid by insurers based on factors such as volume or profitability. These other revenue streams present potentialpotentially heightened regulatory, litigation and reputational risks that may arise from alleged anti-competitive behavior or conflicts of interest, (including those arising from Guy Carpenter’s role as intermediary and advisor for insurance companies), and future changes in the regulatory environment may impact our ability to collect such revenue. Adverse regulatory, legal or other developments could have a material adverse effect on our business and expose the Company to negative publicity and reputational harm.

Our Consulting segment, conducted through Mercer and OliverMarsh WymanManagement Group,Consulting, represented 37%36% of our total revenue in 2024.2025. Our businesses in this segment are subject to particular risks.

Mercer’s Wealth business is subject to a number of risks, including risks related to public and private capital market fluctuations, third-party asset managers and custodians, operations and technology risks, trading and execution risks, conflicts of interest, ESGsustainability and greenwashing, asset performance and regulatory compliance, that, if realized, could result in significant damage to our business.

Mercer’s Investments business provides clients with digital tools, investment consulting and investment management services. Mercer’s Investments business is subject to a number of risks, including risks related to litigation (both by clients and by plan participants, particularly when we act in a fiduciary capacity), liquidity and market volatility, an inability to obtain contractual limitations of liability for errors & omissions in certain jurisdictions or parts of our business, third-parties, our operations and technology (including the use of AI), trading and execution errors, conflicts of interest, asset performance and regulatory compliance and scrutiny, which could arise in connection with these offerings. For example, Mercer’s manager research or due diligence on an asset manager may fail to uncover material deficiencies or fraud that could result in investment losses to a client. There is a risk that Mercer will fail to properly or timely implement or execute a client’s investment policy or strategy or instruction, which could cause an incorrect or untimely allocation of client assets among asset classes, asset managers, or strategies or result in a trading error. Mercer may also be perceived as making inaccurate or misleading statements regarding the investment strategies of our offerings or investments with respect to ESG or sustainability, commonly referred to as “"greenwashing,”" or recommending certain asset managers to clients or offering delegated solutions to a potential or existing client, solely to enhance its own compensation or due to other conflicts of interest. Asset classes may perform poorly, or asset managers may underperform their benchmarks, due to poor market performance, a downturn in the global markets, negligence or other reasons, resulting in poor returns or loss of client assets. Changes in the value of equity, debt, currency, real estate, commodities, alternatives or other asset classes, in particular as a result of a downturn in the global markets, could cause the value of assets under management or advisement, and the fees earned by Mercer to decline. Mercer or its clients may be subject to claims or class action litigation relating to advice given or investment decisions made by plan sponsors and plan fiduciaries, particularly relating to 401(k) plans in the U.S. or pension schemes in the U.K. MMA's wealth and retirement business operate under similar regulatory regimes as Mercer's Investments business and are also exposed to these risks. These risks, if realized, could result in significant liability and damage our business.

Mercer, MMAMarsh Management Consulting and MMBMMA help public and private sector employers design and manage employee health and welfare programs. Their services include plan design, brokering of insurance programs, administration and other consultingconsulting, actuarial and specialty services. The healthcare industry, inclusive of health insurance, is regulated by federal, state and local governments in the U.S., and by regulators and governments in other countries where we do business. The laws and rules governing the healthcare industry and interpretations of those laws and rules are subject to frequent and often unpredictable change. For example, legislation or regulatory action that has the impact of disincentivizing U.S. companies from offering employer-sponsored health insurance could ultimately reduce the revenue we receive when consulting on and broking these policies on behalf of our corporate clients. Legislation seeking to regulate pharmacy benefit management services introduced or enacted at the federal or state level could impact the compensation structure and how much we are paid where we advise clients on prescription drug coverage. Changes to U.S. government health programs, like Medicaid, could also impact our consulting and ancillary services for government clients that manage these programs. Moreover, the health care industry is regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate concerning industry regulation. Negative publicity may adversely affect our business and damage our reputation, and expose us to unexpected or unwarranted regulatory scrutiny, including as a result of the revenue our businesses receive from healthcare-related services including our consulting advice to clients from different areas of the healthcare industry.

•the pricing policies of our competitors; and

•Risk and Insurance Services includes: risk management activities (risk advice, risk transfer and risk control and mitigation solutions) as well as insurance and /reinsurance broking and services.services, The Company conducts business in this segmentconducted through Marsh Risk and Guy Carpenter.

•Consulting includes: health, wealth and career advice, solutions and products, and specialized management, strategic, economic and brand consulting services.services The Company conducts business in this segmentconducted through Mercer and OliverMarsh WymanManagement Group.Consulting.

•Consolidated operating income increased $535$406 million, or 10%7% to $5.8$6.2 billion in 2024,2025, compared to 2023.2024. Net income attributable to the Company was $4.1$4.2 billion. Earnings per share on a diluted basis increased to $8.18$8.43 from $7.53,$8.18, or 9%,3%, compared withto 2023.2024.

•Risk and Insurance Services revenue in 20242025 was $15.4$17.3 billion, an increase of 9%,12%, or 8%4% on an underlying basis. Operating income was $4.6 billion, compared to $4.4 billion and $3.9 billion in 2024the andprior 2023, respectively.year.

•Marsh'sMarsh Risk's revenue in 20242025 was $12.5$14.4 billion, an increase of 10%,15%, or 7%4% on an underlying basis. Guy Carpenter's revenue in 20242025 was $2.4$2.5 billion, an increase of 5%,6%, or 8%5% on an underlying basis.

•Consulting revenue in 20242025 was $9.1$9.8 billion, an increase of 5%,7%, or 6%5% on an underlying basis. Operating income was $1.9 billion, compared to $1.8 billion and $1.7 billion in 2024the andprior 2023, respectively.year.

•Mercer's revenue in 20242025 was $5.7$6.2 billion, an increase of 3%,8%, or 5%4% on an underlying basis. OliverMarsh WymanManagement Group'sConsulting's revenue in 20242025 was $3.4$3.6 billion, an increase of 9%, or 6% on both a reported and an underlying basis.

•The Company's results of operations in 20242025 included restructuring activitiescosts of $276$222 million, primarilymillion related to severance andseverance, lease exit charges for activities focused on workforce actions, technology rationalizationcharges, and reductionsconsulting inand realoutside estate.services.

On•The NovemberCompany's 15,results 2024,in 2025 include the results of operations of McGriff in Marsh Risk, in the Risk and Insurance Services segment. The Company completed the acquisition of McGriff, an affiliate of TIH Insurance Holdings (the "McGriff Transaction") in November 2024 for $7.75 billion in cash consideration, subject to certain customary adjustments. McGriff is an insurance broking and risk management services provider in the UnitedU.S. StatesIn (U.S.),2024, withMcGriff's approximatelyresults $1.3of billionoperations were included in annualthe revenue.Company's results for the period November 15, 2024 through December 31, 2024.

On•In November 8, 2024,2025, the Company issuedrepaid $7.25$500 billionmillion of senior notes andat terminated the Commitment Letter.maturity.

The macroeconomic and geopolitical environment including multiple major wars and global conflicts, social unrest, tariffs or changes in trade policies, slower GDP growth or recession, fluctuations in foreign exchange rates, lower interest rates, capital markets volatility, inflation and changes in insurance premium rates could impact our business, financial condition, results of operations and cash flows. For more information about these risks, please see “"Risk Factors – Macroeconomic Risks”" in this annual report on Form 10-K.

Consolidated operating income increased $535$406 million, or 10%7% to $6.2 billion in 2025, compared to $5.8 billion in 2024, compared to $5.3 billion in the prior year, reflecting ana 8%10% increase in revenue and aan 7%11% increase in expenses. Revenue growth was driven by increases in the Risk and Insurance Services and Consulting segments of 9%12% and 5%,7%, respectively.

Diluted earnings per share increased to $8.18$8.43 from $7.53,$8.18, or 9%3% from the prior year.year, Thereflecting an increase isin primarilyoperating income, partially offset by higher interest expense due to debt raised to fund the resultMcGriff of higher operating income in 2024, compared to the prior year.acquisition.

The percentage change for acquisitions, dispositions,dispositions and other includes the impact of current and prior year items excluded from the calculation of non-GAAP underlying revenue for comparability purposes. Details on these items are provided in the reconciliation of non-GAAP revenue to GAAP revenue tables.

Consolidated operating expenses increased $1.2$2.1 billion, or 7%,11%, to $20.8 billion in 2025, compared to $18.6 billion in 2024, compared to $17.5 billion in 2023.2024. Expenses also reflect an increase of 7% from acquisitions and a 2% increase1% from acquisitions.the impact of foreign currency translation.

Consolidated operating expenses in 20242025 reflect increased primarily due to compensation and benefits, driven by higher base salaries and incentive compensation.compensation, including the impact from acquisitions.

The Company incurred a total of $276$222 million for restructuring activitiescosts in 2024,2025, compared to $301$276 million in 2023.2024.

InThe theCompany conducts business in its Risk and Insurance Services segment,segment thethrough Company’sMarsh subsidiariesRisk and otherGuy affiliatedCarpenter. entitiesMarsh actRisk asis brokers, agents or consultants for insureds,an insurance underwritersbroker and otherrisk brokersadvisor, in the areas ofoffering risk management, insurance broking, insurance program management, risk consulting, analytical modeling and alternative risk financing services,services primarilyto undera wide range of businesses, government entities, professional service organizations and individuals in over 130 countries. Guy Carpenter, the brandCompany's ofreinsurance Marsh,intermediary and engageadvisor, inprovides specialized reinsurance broking expertise,broking, strategic advisory servicesand actuarial services, and analytics solutions, primarily under the brand of Guy Carpenter.solutions.

Marsh Risk and Guy Carpenter are compensated for brokerage and consulting services through commissions and fees. Commission rates and fees vary in amount and can depend on a number of factors, including the type of insurance or reinsurance coverage provided, the particular insurer or reinsurer selected, and the capacity in which the broker acts and negotiates with clients. Revenues can be affected by premium rate levels in the insurance and reinsurance markets, the amount of risk retained by insurance and reinsurance clients, and by the value of the risks that have been insured since commission-based compensation is frequently related to the premiums paid by insureds and reinsureds. In many cases, fee compensation may be negotiated in advance, based on the type of risk, coverage required, and service provided by the Company and ultimately, the extent of the risk placed into the insurance market or retained by the client. The trends and comparisons of revenue from one period to the next can be affected by changes in premium rate levels, fluctuations in client risk retention and increases or decreases in the value of risks that have been insured, as well as new and lost business, and the volume of business from new and existing clients.

In addition to compensation from its clients, Marsh Risk also receives other compensation, separate from retail fees and commissions, from insurance companies. This other compensation includes, among other things, payments for consulting and analytics services provided to insurers; compensation for administrative and other services (including fees for underwriting services and services provided to or on behalf of insurers relating to the administration and management of quota shares, panels and other facilities in which insurers participate);, and contingent commissions, which are paid by insurers based on factors such as volume or profitability of Marsh'sMarsh Risk's placements, primarily driven by Marsh McLennan Agency ("MMA") and parts of Marsh'sMarsh Risk's international operations.

Marsh Risk and Guy Carpenter receive interest income on certain funds (such as premiums and claims proceeds) held in a fiduciary capacity for others. The investment of fiduciary funds is regulated by state and other insurance authorities. These regulations typically require segregation of fiduciary funds and limit the types of investments that may be made. Interest income from these investments varies depending on the amount of funds invested and applicable interest rates, both of which vary from time to time. For presentation purposes, fiduciary interest income is segregated from the other revenues of Marsh Risk and Guy Carpenter and separately presented within the segment, as shown in the previous revenue by segments tables.

Revenue in the Risk and Insurance Services segment increased $1.3$1.9 billion, or 9%,12%, to $17.3 billion in 2025, compared to $15.4 billion in 2024, compared to $14.1 billion in 2023.2024. Revenue increased 8%4% on an underlying basis and 2%8% from acquisitions, partially offset by a decrease of 1% from the impact of foreign currency translation.acquisitions. Interest earned on fiduciary funds increaseddecreased $44$94 million to $403 million in 2025, compared to $497 million in 2024, compared to $453 million in 2023, due to higherlower average interest rates compared to the prior year.

In Risk and Insurance Services, underlying revenue growth in 20242025 was driven by strong retention andhigher new business growthand renewal revenue at Marsh Risk and Guy Carpenter.Carpenter, Resultspartially alsooffset benefitedby fromdeclining continued economic growth in most major marketsinsurance and inflation.reinsurance premium rates.

Marsh'sMarsh Risk's revenue increased $1.2$1.8 billion, or 10%,15%, to $14.4 billion in 2025, compared to $12.5 billion in 2024, compared to $11.4 billion in 2023.2024. This reflects an increase of 7%4% on an underlying basis and 3%10% from acquisitions, partially offset by a decrease of 1% from the impact of foreign currency translation.acquisitions. U.S./Canada rose 7%3% on an underlying basis. Total International produced underlying revenue growth of 8%,5%, reflecting growth of 10%6% in EMEA, 4% in Asia Pacific, and 2% in Latin America, 8% in EMEA and 6% in Asia Pacific.America.

Guy Carpenter's revenue increased $104$134 million, or 5%,6%, to $2.5 billion in 2025, compared to $2.4 billion in 2024, compared to $2.3 billion in 2023.2024. This reflects an increase of 8%5% on an underlying basis,basis partiallyand offset by a decrease of 3%1% from acquisitions.

At Guy Carpenter,Carpenter’s underlying revenue growth in 20242025 was driven by growth across all regions and global specialties. Revenue in 2023 includes a gain from a legal settlement with a competitor for $58 million, excluding legal fees of approximately $10 million.

Expenses in the Risk and Insurance Services segment increased $886$1.6 million,billion, or 9%,14%, to $12.6 billion in 2025, compared to $11.0 billion in 2024, compared to $10.1 billion in 2023.2024. Expenses reflect a 3%an increase of 10% from acquisitions,acquisitions partially offset by a decrease ofand 1% from the impact of foreign currency translation.

Expenses in 20242025 reflect increased primarily due to compensation and benefitsbenefits, driven by higher base salaries and incentive compensation.compensation, including the impact from acquisitions. Expenses also reflect increased amortization of identified intangibles, primarily related to the acquisition of McGriff.

The Company conducts business in its Consulting segment through Mercer and OliverMarsh WymanManagement Group.Consulting. Mercer deliversis advicea provider in delivering advice, solutions and technology-driven solutionsproducts that help organizations redefinemeet the worldhealth, of work, reshape retirementwealth and investmentcareer outcomes,needs and unlock health and well-being forof a changing workforce. OliverMarsh WymanManagement GroupConsulting servesoffers asmanagement critical strategic, economicconsulting and brandadvisory advisorservices toacross privatevarious sector and governmental clients.industries.

The major component of revenue in the Consulting business is fees paid by clients for advice and services. Mercer, principally through its health line of business, also earns revenue in the form of commissions received from insurance companies for the placement of group (and occasionally individual) insurance contracts, primarily life,health, healthlife and accident coverages. Revenue for Mercer’s investment management business and certain of Mercer’s defined benefit and contribution administration services consists principally of fees based on assets under management or administration. For a majority of the Mercer-managed investment funds, revenue is recordedreported on a gross basis with sub-advisor fees included in other operating expenses.

Revenue in the Consulting revenuesegment increased $424$661 million, or 5%,7%, to $9.8 billion in 2025, compared to $9.1 billion in 2024,2024. comparedRevenue toincreased $8.7 billion in 2023. This reflects an increase of 6%5% on an underlying basis.basis, 2% from acquisitions, and 1% from the impact of foreign currency translation.

In Consulting, underlying revenue growth in 20242025 was driven by growth in both Mercer and OliverMarsh WymanManagement Group.Consulting.

Mercer's revenue increased $156$447 million, or 3%,8%, to $6.2 billion in 2025, compared to $5.7 billion in 2024, compared to $5.6 billion in 2023.2024. This reflects an increase of 5%4% on an underlying basis, partially offset by a decrease of 2%3% from dispositionsacquisitions, and 1% from the impact of foreign currency translation. On an underlying basis, revenue increased 8% for Health,Health and 4%Wealth forincreased each of Career6% and Wealth,4%, respectively, and decreased 2% in Career, as compared to the prior year.

The results of operations in the Management Discussion & Analysis ("MD&A") include an overview of the Company's consolidated results for the three and six months ended MarchJune 31,30, 2026, compared to the corresponding periodperiods in 2025, and should be read in conjunction with the consolidated financial statements and notes. This section also includes a discussion of the key drivers impacting the Company's financial results of operations both on a consolidated basis and by reportable segments.

For information and comparability of the Company's results of operations and liquidity and capital resources for the three and six months ended MarchJune 31,30, 2025, refer to "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Form 10-Q for the quarter ended MarchJune 31,30, 2025.

•Mercer'sConsolidated revenue for the three months ended MarchJune 31,30, 2026 was $1.7$7.4 billion, an increase of 11%,6%, or 5% on an underlying basis. Marsh Management Consulting's revenue forFor the threesix months ended MarchJune 31,30, 20262026, consolidated revenue was $897$15.0 million,billion, an increase of 10%,7%, or 6%4% on an underlying basis.

•The Company's results of operations for the three and six months ended MarchJune 31,30, 2026 included restructuring costs of $45$58 million and $103 million, respectively, related primarily to severance, lease exit charges, and consulting and outside services.

•The Company completed 25 acquisitions in the first quarter of 2026 for a total purchase consideration of $45$181 million.

•The Company's effective tax rate for the three and six months ended MarchJune 31,30, 2026 was 25.0%.24.2% and 24.6%, respectively.

•The Company repurchased approximately 4.5 million shares for $750 million in the second quarter of 2026. For the threesix months ended MarchJune 31,30, 2026, the Company repurchased 4.28.7 million shares for $750$1.5 million.billion.

•In March 2026, the Company repaid $600 million of 3.750% senior notes at maturity. In February 2026, the Company issued $600 million of 4.950% senior notes due 2036.

•In FebruaryJuly 2026, the Board of Directors of the Company declared a quarterly dividend of $0.900$0.990 per share on outstanding common stock, payable in MayAugust 2026.

Consolidated operating income decreasedincreased $251$70 million, or 12%4% to $1.8$1.9 billion for the three months ended MarchJune 31,30, 2026, compared to $2.0$1.8 billion for the corresponding periodquarter in the prior year, reflecting ana 8%6% increase in revenue and a 16%7% increase in expenses. Revenue growth was driven by increases in the Risk and Insurance Services and Consulting segments of 6%4% and 11%,10%, respectively. The increase in expenses was driven primarily by the recording of an estimated liability and legal expenses of $425 million related to the Greensill litigation.

For the three and six months ended MarchJune 31,30, 2026, foreign exchange movements associated with the weakening of the U.S. dollar, increased consolidated revenue, expensesexpenses, and operating income by approximately 3%.1% and 2%, respectively.

Diluted earnings per share for the three months ended June 30, 2026 increased to $2.63 from $2.45, or 7% from the prior year, reflecting an increase in operating income. For the six months ended June 30, 2026, diluted earnings per share decreased to $2.36$4.99 from $2.79,$5.23, or 15%5% from the prior year, reflecting a decrease in operating income.

The following tables present the Company's non-GAAP revenue for the three and six months ended MarchJune 31,30, 2026 and 2025, and the related non-GAAP underlying revenue change:

The following tables provide the reconciliation of GAAP revenue to Non-GAAP revenue for the three and six months ended MarchJune 31,30, 2026 and 2025:

Consolidated revenue increased $536$430 million, or 8%,6%, to $7.6$7.4 billion for the three months ended MarchJune 31,30, 2026, compared to $7.1$7.0 billion for the three months ended MarchJune 31,30, 2025. Consolidated revenue increased 4%5% on an underlying basis, 3%1% from the impact of foreign currency translation, and 1% from acquisitions. On an underlying basis, revenue increased 3% and 5%8% for the three months ended MarchJune 31,30, 2026, in the Risk and Insurance Services and Consulting segments, respectively.

Consolidated revenue growth for the three and six months ended MarchJune 31,30, 2026 reflects the continued demand for our advice and solutions.

Consolidated operating expenses increased $787$360 million, or 16%,7%, to $5.8$5.5 billion for the three months ended MarchJune 31,30, 2026, compared to $5.1 billion for the three months ended MarchJune 31,30, 2025. Expenses also reflect a 3%1% increase from the impact of foreign currency translation and 1% from acquisitions.

Consolidated operating expenses for three and six months ended June 30, 2026 reflect increased compensation and benefits, driven by higher base salaries and incentive compensation. Consolidated operating expenses for the threesix months ended MarchJune 31,30, 2026 also reflect the recording of an estimated liability and legal expenses of $425 million related to the Greensill litigation. Consolidated operating expenses also reflect increased compensation and benefits, driven by higher base salaries and incentive compensation.

The Company incurred a total of $45$58 million and $103 million for restructuring costs for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

The Company incurred $187$239 million of restructuring costs in connection with the Program through MarchJune 31,30, 2026, primarily severance, of which $37$52 million and $89 million were incurred for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

For the three and six months ended MarchJune 31,30, 2025, the Company incurred a total of $32$18 million and $50 million for restructuring activities related primarily to severance and lease exit charges.

Revenue in the Risk and Insurance Services segment increased $289$198 million, or 6%, to $5.1 billion for the three months ended March 31, 2026, compared4%, to $4.8 billion for the three months ended MarchJune 31,30, 2026, compared to $4.6 billion for the three months ended June 30, 2025. Revenue increased 3% on both an underlying basisbasis, and1% from the impact of foreign currency translation.translation, and 1% from acquisitions.

Interest earned on fiduciary funds decreased $18$11 million to $85$88 million for the three months ended MarchJune 31,30, 2026, compared to $103$99 million for the three months ended MarchJune 31,30, 2025, due to lower average interest rates compared to the corresponding periodquarter in the prior year.

GuyRevenue Carpenter'sin revenuethe Risk and Insurance Services segment increased $34$487 million, or 3%,5%, to $1.2$9.9 billion for the threesix months ended MarchJune 31,30, 2026, compared to the$9.4 correspondingbillion period infor the priorsix year.months Thisended reflectsJune an30, increase2025. ofRevenue 2%increased 3% on both an underlying basis and 2% from the impact of foreign currency translation, partially offset by a decrease of 1% from acquisitions.translation.

Guy Carpenter’sThe underlying revenue growth at Marsh Risk for the three and six months ended MarchJune 31,30, 2026 was driven by higher new business growth across most regions and globalrenewal specialties,revenue, partially offset by declining reinsuranceinsurance premium rates.

The Risk and Insurance Services segment completed onethree acquisition for the threesix months ended MarchJune 31,30, 2026. Information regarding these acquisitions is included in Note 8, Acquisitions and Dispositions, in the notes to the consolidated financial statements.

Expenses in the Risk and Insurances Services segment increased $591$163 million, or 19%,5%, to $3.7$3.3 billion for the three months ended MarchJune 31,30, 2026, compared to $3.1$3.2 billion for the three months ended MarchJune 31,30, 2025. Expenses reflect an increase of 3%1% from the impact of foreign currency translation and 1% from acquisitions.

Expenses for the three months ended MarchJune 31,30, 2026 reflect the recording of an estimated liability and legal expenses of $425 million related to the Greensill litigation. Expenses also reflect increased compensation and benefits, driven primarily by higher base salaries and incentive compensation.salaries.

Consulting revenue increased $244$231 million, or 11%,10%, to $2.6 billion for the three months ended MarchJune 31,30, 2026, compared to $2.3$2.4 billion for the three months ended MarchJune 31,30, 2025. This reflects an increase of 5%8% on an underlying basis,basis 4%and 1% from the impact of foreign currency translation, and 1% from acquisitions.translation.