Amendment: Arthur J. Gallagher & Co. filed SEC Form 8-K: Financial Statements and Exhibits
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Specialty Insurers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form8-K/A
Form
(Amendment No. 1)
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CURRENT REPORT
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Explanatory Note
On August 18, 2025, Arthur J. Gallagher & Co. (the “Company”) filed a Current Report on Form 8-K (the "Original Report") to report the completion of its previously announced acquisition (the “Transaction”) of all of the issued and outstanding stock of Dolphin Topco, Inc., a Delaware corporation (the “Acquired Entity”). The Transaction was completed pursuant to a Stock Purchase Agreement entered into on December 7, 2024 (the “Purchase Agreement”) among the Company, The AssuredPartners Group LP, a Delaware Limited partnership (the “Seller” or "AssuredPartners"), and the Acquired Entity.
The Company is filing this Current Report on Form 8-K/A (the “Amendment”) solely to amend Item 9.01 of the Original Report to present the required financial statements and pro forma financial information not later than 71 days from the date on which the Original Report was required to be filed, as permitted under Items 9.01(a)(3) and 9.01(b)(2). Except for the filing of such financial statements and pro forma financial information this Amendment does not otherwise modify or update the Original Report, and this Amendment should be read in conjunction with the Original Report.
Item 9.01. Financial Statements and Exhibits
(a)Financial Statements of Business Acquired.
The audited consolidated financial statements of the Acquired Entity as of and for the year ended December 31, 2024, and the related notes thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of the Acquired Entity as of and for the six months ended June 30, 2025, and the related notes thereto are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(b)Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2025, and the unaudited pro forma condensed combined statements of earnings of the Company for the six months ended June 30, 2025 and the fiscal year ended December 31, 2024, giving pro forma effect to the acquisition of Acquired Entity are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
(d)Exhibits.
The following exhibits are filed herewith:
| 23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Arthur J. Gallagher & Co. | |||||||||||
| Date: October 27, 2025 | By: | /s/ Richard C. Cary | |||||||||
| Richard C. Cary Controller | |||||||||||