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Arthur J. Gallagher & Co. 8-K/A Report, Exhibit Filing (Oct 28, 2025)

Reports
Exhibits & Filings
Filing Date
Filed October 28, 2025
Period End
August 18, 2025
Security
AJG
In the record · 2016–202610-K1110-Q328-K136

AJG filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 136 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Apr ’16Apr ’16
  2. Material agreement8-K · Jun ’19Jun ’19
  3. Leadership change8-K · May ’22May ’22
  4. Leadership change8-K · Aug ’26Aug ’26

01—Abstract

Summary

Summary of the 8-K/A filed October 28, 2025. Cited figures are marked; the original filing is the authoritative source.

On October 28, 2025, Arthur J.

Gallagher & Co. (AJG) filed this Form 8-K/A solely to add the required financial statements and pro forma information for its completed acquisition of Dolphin TopCo, Inc. (AssuredPartners), which closed on August 18, 2025 for approximately $13.8 billiona in cash. The filing includes AssuredPartners' audited FY2024 financials, unaudited six-month 2025 financials, and unaudited pro forma combined statements. No new operating results for AJG itself are reported here; the amendment exists to satisfy SEC disclosure rules for a significant acquisition.

The pro forma data shows the scale of the deal. AssuredPartners had FY2024 revenues of about $2.95 billionb, a net loss of about $148.8 million (driven largely by $580.8 million of interest expense and $315 million of amortization), and total assets of roughly $11.3 billion at June 30, 2025. Pro forma combined FY2024 revenue before reimbursements is about $14.3 billion, and pro forma diluted EPS for FY2024 is $4.73, versus AJG's reported $6.50 before the deal.

The pro forma results are heavily affected by a roughly $253.7 millionc annual interest expense increase from the acquisition financing (about $5.0 billion of new senior notes) and by about $6.0 billion of new definite-lived intangibles, which drive substantially higher amortization (pro forma FY2024 amortization of about $1.07 billion versus $665 million reported). Pro forma goodwill rises to about $22.5 billion. Investors should treat these figures as preliminary.

The purchase price allocation is provisional and may change within one year of closing, and the pro forma statements exclude expected cost synergies. The filing also shows that AssuredPartners' 2025 first-half results were weaker on a net basis, with a six-month net loss of $39.6 milliond, largely reflecting interest and amortization burdens. The key takeaways are the significantly higher leverage, the heavier amortization and interest load on future GAAP earnings, and the dependence on the integration to realize the deal's value.

02—Key points

Key Highlights

  1. Acquisition of Dolphin TopCo (AssuredPartners) closed August 18, 2025 for about $13.8 billion in cash, financed through roughly $5.0 billion of new senior notes and equity proceeds.
  2. AssuredPartners' FY2024 revenue was $2.95 billion, but it reported a net loss of $148.8 million due to high interest expense ($580.8 million) and amortization.
  3. Pro forma FY2024 diluted EPS is $4.73, compared with AJG's reported $6.50, reflecting acquisition interest, amortization, and transaction costs.
  4. Pro forma combined goodwill rises to about $22.5 billion, and amortizable intangibles to about $11.2 billion, mainly from an estimated $5.99 billion expiration-list intangible amortized over 15 years (about $400 million per year).
  5. Pro forma combined total assets are about $82.9 billion as of June 30, 2025, and total liabilities are about $60.0 billion.
  6. Purchase accounting is provisional, and the pro forma statements exclude expected synergies, so the final figures may change materially.
  7. AssuredPartners is reported to have a $100 million one-time retention RSU expense and about $215 million of RSU retention awards vesting from August 2025, which will weigh on near-term earnings.

03—Questions

Frequently Asked Questions

  1. Why was this 8-K/A filed?

    The amendment was filed to present the financial statements of the acquired business (AssuredPartners) and the pro forma financial information that SEC rules require for a significant acquisition. The original 8-K reported the deal's completion, and this amendment provides the required supporting financials within the permitted extended deadline.

  2. How large is AssuredPartners relative to Gallagher?

    AssuredPartners' FY2024 revenue of about $2.95 billion is roughly 25% of Gallagher's pro forma combined revenue of about $14.5 billion, making it a very large acquisition. Its June 30, 2025 total assets of about $11.4 billion are also substantial relative to Gallagher's own $14.3 billion of cash and fiduciary-related balances and $80 billion of total assets before the deal.

  3. Will the deal be dilutive to Gallagher's earnings?

    Based on the pro forma data, reported FY2024 diluted EPS would fall from $6.50 to $4.73 on a pro forma basis, largely because of higher interest expense and amortization. These figures are illustrative and exclude synergies and final purchase accounting, so they should not be read as a forecast of future EPS.

  4. How is the acquisition being financed and how much debt does this add?

    The financing includes about $5.0 billion of senior notes issued in December 2024 with a weighted-average rate of about 5.13%, plus proceeds from a common stock offering of about $8.5 billion. The pro forma interest adjustment is about $253.7 million per year, which increases leverage meaningfully for the combined company.

  5. Are the purchase price allocation and financial statements final?

    No. The pro forma balance sheet and earnings are based on preliminary fair value estimates prepared with third-party valuation specialists. The allocation is subject to revision within one year of the August 2025 closing, so intangible assets, goodwill, and deferred taxes may change.

04—Continue

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