Marsh & McLennan issues $600M 2036 senior notes
Marsh & McLennan Companies, Inc. issued $600 million aggregate principal amount of 4.950% Senior Notes due 2036.
Rhea-AI Filing Summary
Marsh & McLennan Companies, Inc. issued $600 million aggregate principal amount of 4.950% Senior Notes due 2036. The notes were purchased by an underwriting group led by Citigroup Global Markets, J.P. Morgan Securities and Wells Fargo Securities under an underwriting agreement dated February 11, 2026.
The notes were issued under Marsh & McLennan’s existing base indenture dated July 15, 2011, as supplemented by a Twenty-First Supplemental Indenture dated February 19, 2026. They were registered on the company’s effective Form S-3 shelf registration statement and offered using a base prospectus and a dated prospectus supplement.
Positive
- None.
Negative
- None.
8-K Event Classification
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What debt securities did Marsh & McLennan (MMC) issue in this filing?
How were Marsh & McLennan’s new 4.950% Senior Notes due 2036 offered?
Which banks underwrote Marsh & McLennan’s $600 million notes offering?
Under what legal documents were Marsh & McLennan’s 2036 notes issued?
What legal opinions and consents are associated with MMC’s 4.950% Senior Notes due 2036?
Which trustee is involved with Marsh & McLennan’s new senior notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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 |
Name of exchange | ||
| Indicate by check mark | ||||
| Chicago Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01 | Other Events |
On February 11, 2026, Marsh & McLennan Companies, Inc. (the “Company”) entered into an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference, the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Company $600 million aggregate principal amount of its 4.950% Senior Notes due 2036 (the “Notes”).
The Notes were registered under the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-280979) under the Securities Act of 1933, as amended, as filed with the Securities and Exchange Commission on July 24, 2024, and were offered by means of the Company’s prospectus dated July 24, 2024, as supplemented by the prospectus supplement dated February 11, 2026.
The Notes were issued on February 19, 2026, pursuant to the Indenture dated July 15, 2011, by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as supplemented by the Twenty-First Supplemental Indenture (the “Supplemental Indenture”), dated as of February 19, 2026, by and between the Company and the Trustee, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The form of the Notes is attached hereto as Exhibit 4.2 and is incorporated herein by reference.
The foregoing descriptions of the Underwriting Agreement, the Supplemental Indenture and the Notes contained herein are summaries and are qualified in their entirety by the Underwriting Agreement, the Supplemental Indenture and the form of Notes attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively.
A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated February 11, 2026, by and among Marsh & McLennan Companies, Inc. and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | |
| 4.1 | Twenty-First Supplemental Indenture, dated February 19, 2026, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee. | |
| 4.2 | Form of 4.950% Senior Notes due 2036 (included in Exhibit 4.1 above). | |
| 5.1 | Opinion of Davis Polk & Wardwell. | |
| 23.1 | Consent of Davis Polk & Wardwell (included in Exhibit 5.1 above). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| MARSH & McLENNAN COMPANIES, INC. | ||
| By: | /s/ Connor Kuratek | |
| Name: | Connor Kuratek | |
| Title: | Deputy General Counsel & Corporate Secretary | |
Date: February 19, 2026