Gallagher (NYSE: AJG) completes $13.8B Dolphin Topco cash acquisition

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. completed its previously announced acquisition of all issued and outstanding stock of Dolphin Topco, Inc. for $13.8 billion in cash. The deal closed on August 18, 2025 under a Stock Purchase Agreement dated December 7, 2024 among Gallagher, The AssuredPartners Group LP as seller, and Dolphin Topco. The company financed the purchase with net proceeds from previously disclosed equity and debt financing transactions. Gallagher also issued a press release announcing the closing, which is furnished as an exhibit.

Positive

• Completion of a previously announced $13.8 billion cash acquisition of all stock of Dolphin Topco, Inc., signaling execution on a large strategic transaction.

Negative

• None.

Insights

M&A and capital structure analyst

Gallagher closes a major $13.8B cash acquisition financed with prior equity and debt raises.

The completion of Arthur J. Gallagher & Co.’s purchase of all Dolphin Topco, Inc. stock for $13.8 billion marks the closing of a large, previously announced transaction. The deal is structured as a stock acquisition from The AssuredPartners Group LP under a December 7, 2024 Stock Purchase Agreement, indicating a negotiated transaction that has now moved from signing to completion.

The company states that the cash consideration was funded with net proceeds from earlier equity and debt financing transactions, so part of the financial impact was front-loaded into those capital raises. The acquisition size suggests it is strategically significant, but detailed revenue, earnings contribution, or integration plans are not included in this excerpt.

Investors may focus on how this $13.8 billion outlay and the associated equity and debt financing affect leverage, interest expense, and future profitability, which would typically appear in subsequent periodic reports and related disclosures.

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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 organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

2850 Golf Road, Rolling Meadows, Illinois 60008, (630) 773-3800

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

AJG

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets

On August 18, 2025, Arthur J. Gallagher & Co. (the “Company”) completed 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”), and the Acquired Entity.

Upon the closing of the Transaction, the Company paid the Seller an aggregate purchase price of $13.8 billion in cash after giving effect to and subject to certain customary adjustments as set forth in the Purchase Agreement. The Company financed the acquisition with net proceeds from the previously disclosed equity and debt financing transactions.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is incorporated herein by reference in its entirety. The Purchase Agreement has been included in this report to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about the Company, the Seller or the Acquired Entity or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Seller or the Acquired Entity or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 7.01.          Regulation FD Disclosure

On August 18, 2025, the Company issued a press release announcing the closing of the Transaction. A copy of such press release is furnished herewith as Exhibit 99.1.

Item 9.01.          Financial Statements and Exhibits

2.1						Stock Purchase Agreement, dated as of December 7, 2024, by and among Arthur J. Gallagher & Co., The AssuredPartners Group LP and Dolphin Topco, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on December 9, 2024).
99.1						Press release, dated August 18, 2025, issued by Arthur J. Gallagher & Co.
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: August 18, 2025			By:						/s/ Walter D. Bay
									Walter D. Bay Vice President, General Counsel and Secretary

FAQ

What major transaction did Arthur J. Gallagher & Co. (AJG) complete?

Arthur J. Gallagher & Co. completed its previously announced acquisition of all issued and outstanding stock of Dolphin Topco, Inc. from The AssuredPartners Group LP.

How much did Arthur J. Gallagher & Co. pay for Dolphin Topco, Inc.?

Upon closing, Arthur J. Gallagher & Co. paid the seller an aggregate purchase price of $13.8 billion in cash, subject to customary adjustments described in the Stock Purchase Agreement.

How was Arthur J. Gallagher & Co.’s $13.8 billion acquisition financed?

The company states that it financed the $13.8 billion cash purchase price with net proceeds from its previously disclosed equity and debt financing transactions.

Who was the seller of Dolphin Topco, Inc. in the AJG transaction?

The seller was The AssuredPartners Group LP, a Delaware limited partnership, which sold all of the issued and outstanding stock of Dolphin Topco, Inc. to Arthur J. Gallagher & Co.

When did Arthur J. Gallagher & Co. sign the agreement to acquire Dolphin Topco, Inc.?

The Stock Purchase Agreement governing the transaction is dated December 7, 2024, among Arthur J. Gallagher & Co., The AssuredPartners Group LP, and Dolphin Topco, Inc.

Did Arthur J. Gallagher & Co. issue a press release about the Dolphin Topco deal closing?

Yes. On August 18, 2025, the company issued a press release announcing the closing of the transaction, which is furnished as Exhibit 99.1.