01—Abstract
Summary
Summary of the 8-K filed January 29, 2026. Cited figures are marked; the original filing is the authoritative source.
Arthur J.
Gallagher & Co. (AJG) reported strong fourth-quarter and full-year 2025 results, with growth driven largely by the August 2025 acquisition of AssuredPartners (~$13.8 billiona). Q4 2025 total revenues before reimbursements were $3,586 million, up 34% from $2,679 million, while organic revenue growth in the combined Brokerage and Risk Management segments was 5%. Reported diluted EPS fell to $0.58 from $1.12, but this decline reflects heavy non-cash amortization of acquired intangibles ($223 million after tax in Brokerage alone), integration and workforce charges, and a lower tax benefit.
Adjusted diluted EPS rose 10% to $2.38b from $2.16, and adjusted EBITDAC grew 30% to $1,047 million, with an adjusted EBITDAC margin of roughly 29-30% on a combined basis. For the full year 2025, revenues before reimbursements grew 21% to $13,778 million, organic revenue grew 6%, and adjusted EBITDAC grew 26% to $4,491 million. Reported diluted EPS was $5.74 versus $6.50 in 2024, while adjusted EPS rose to $10.69 from $10.10.
Gallagher completed 33 mergers in 2025 representing more than $3.5 billionc in estimated annualized revenue. Management described momentum entering 2026 as strong. The company also released CFO Commentary containing estimates for 2026 and other future results, which investors should review for guidance-type information.
Investors should weigh the gap between GAAP and adjusted metrics, which is large for a serial acquirer. Adjusted figures exclude substantial recurring-looking items such as integration costs, workforce charges and transaction costs, which have been present across multiple periods. Leverage is also elevated after the AssuredPartners financing: public debt was $9.55 billiond, private placement debt $3.32 billion, and total corporate borrowings were roughly $12.7 billion at year-end, while cash fell to $1.4 billion from $15.0 billion as acquisition funds were deployed.
02—Key points
Key Highlights
- Q4 2025 revenues before reimbursements rose 34% to $3,586 million; combined Brokerage and Risk Management organic growth was 5% in the quarter and 6% for the full year.
- Reported diluted EPS declined to $0.58 in Q4 (from $1.12) and to $5.74 for FY2025 (from $6.50), driven by intangible amortization, integration and workforce charges, and a lower Corporate tax benefit.
- Adjusted diluted EPS rose to $2.38 in Q4 (from $2.16) and to $10.69 for FY2025 (from $10.10), with adjusted EBITDAC up 30% in Q4 and 26% for the year to $4,491 million.
- AssuredPartners acquisition (closed August 2025, ~$13.8 billion) added roughly 10,900 employees and drove most of the reported revenue and EBITDAC growth; 33 mergers in 2025 added over $3.5 billion of estimated annualized revenue.
- Balance sheet shifted significantly: goodwill rose to $22.6 billion and amortizable intangibles to $10.7 billion, while cash fell to $1.4 billion and corporate borrowings totaled about $12.7 billion.
- Q4 Corporate segment net loss widened to $(212) million from $(102) million, with interest and banking costs of $162 million reflecting the December 2024 debt issuances.
- Company published CFO Commentary and Supplemental Quarterly Data with estimates for 2026 and other future results, signaling forward-looking guidance alongside the earnings release.
03—Questions
Frequently Asked Questions
Did AJG's earnings grow in Q4 2025?
It depends on the measure. Reported diluted EPS fell to $0.58 from $1.12, largely due to higher non-cash amortization of acquired intangibles, integration and workforce costs, and a smaller tax benefit. Adjusted diluted EPS, which excludes those items, rose 10% to $2.38 from $2.16, and adjusted EBITDAC grew 30%.
How much of the revenue growth came from acquisitions versus the core business?
Most of the growth was acquisition-driven. Total revenues before reimbursements rose 34% in Q4, but organic growth was only 5% for the combined segments. For the full year, revenue grew 21% overall against 6% organic growth, meaning the majority of the increase came from acquisitions such as AssuredPartners.
Why are GAAP and adjusted results so different for AJG?
Gallagher adjusts for items it treats as non-recurring or non-operating, including intangible amortization (about $668 million after tax for the year in Brokerage), acquisition integration costs, workforce and lease terminations, transaction costs, and divestiture gains. Because AJG is a serial acquirer, these adjustments are large and recur across periods, so investors should evaluate both GAAP and adjusted figures and scrutinize the add-backs.
How did the AssuredPartners acquisition affect AJG's financial position?
The roughly $13.8 billion deal was funded with about $8.5 billion of equity raised in December 2024, $5.0 billion of senior notes, and $1.3 billion from an over-allotment exercise in January 2025. Cash dropped from $15.0 billion to $1.4 billion at year-end, goodwill and intangibles increased substantially, and total corporate borrowings remain around $12.7 billion.
What should investors look for in the CFO Commentary for 2026?
The CFO Commentary, referenced in Item 7.01 and not included in this filing, contains management estimates for 2026 and other future results. Investors should review it for specific expectations on organic growth, margins, interest expense, tax rate, and EPS, and note that these are forward-looking estimates subject to the risks described in the company's forward-looking statements, including acquisition integration, interest rates, and competitive pressures.
04—Continue