Marsh & McLennan (MMC) Director Awarded Restricted Stock Units — Form 4 Filing

Rhea-AI Filing Summary

Report of director equity awards and dividend-equivalent credit. Jane H. Lute, a director of Marsh & McLennan Companies, Inc. (MMC), received restricted stock units under the Marsh & McLennan Companies Directors Stock Compensation Plan with transaction dates of 08/15/2025. One grant shows 130.67 restricted stock units acquired in connection with director fees, and a second entry shows 29.48 restricted stock units acquired from dividend equivalents. The security converts 1-for-1 into MMC common stock. Following these transactions, the reporting person beneficially owned 6,974.89 shares (the filing shows 6,945.41 following the first entry and 6,974.89 after the second). The form was signed by an attorney-in-fact on 08/18/2025.

Positive

• Director compensation granted as RSUs aligns executive/director interests with shareholders by delivering equity rather than cash
• Dividend equivalents credited indicate the plan preserves value from dividends by converting them into additional RSUs

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation delivered as restricted stock units, aligning director pay with shareholder interests.

The filing documents standard director compensation: RSUs granted as part of the Directors Stock Compensation Plan and additional RSUs credited for dividend equivalents. This is a common mechanism to tie non-employee director pay to long-term equity value rather than cash. The 1-for-1 conversion into common stock and the incremental change in beneficial ownership are administrative and do not indicate a change in control or unusual insider activity.

Securities Analyst

TL;DR: Non-material insider equity accruals recorded; no disposals or exercised options reported.

The transactions on 08/15/2025 are acquisitions of restricted stock units and dividend-equivalent credits, increasing the reporting person's beneficial ownership modestly to 6,974.89 shares. There are no sales, exercises, or other derivative actions noted. For investors tracking insider selling or opportunistic behavior, this filing signals routine compensation rather than market timing or liquidity events.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lute Jane H

(Last) (First) (Middle)

C/O MARSH & MCLENNAN COMPANIES, INC.

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MARSH & MCLENNAN COMPANIES, INC. [ MMC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stk. Units-Dir. Stk. Plan	(1)	08/15/2025		A(2)		130.67		(3)	(3)	Common Stock	130.67	$208.055	6,945.41	D
Restricted Stk. Units-Dir. Stk. Plan	(1)	08/15/2025		J(4)	V	29.48		(3)	(3)	Common Stock	29.48	$208.055	6,974.89	D

Explanation of Responses:

1. The security converts to Marsh & McLennan Companies common stock on a 1-for-1 basis.

2. Acquired in connection with director fees pursuant to the Marsh & McLennan Companies Directors Stock Compensation Plan.

3. Not Applicable

4. Acquired with dividend equivalents credited to the reporting person's account under the Marsh & McLennan Companies Directors Stock Compensation Plan.

	/s/ Tessa Patti, Attorney-in-fact	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Jane H. Lute report on Form 4 for MMC?

The Form 4 reports acquisition of 130.67 RSUs for director fees and 29.48 RSUs from dividend equivalents, both dated 08/15/2025.

How many MMC shares does the reporting person beneficially own after the transactions?

The filing shows beneficial ownership of 6,974.89 shares following the reported transactions.

Were any securities disposed of by the reporting person in this filing?

No. The Form 4 records only acquisitions of restricted stock units and dividend-equivalent credits; no dispositions are reported.

Do the reported RSUs convert into common stock?

Yes. The filing states the security converts to Marsh & McLennan Companies common stock on a 1-for-1 basis.

When was the Form 4 signed and by whom?

The form is signed by Tessa Patti, Attorney-in-fact on 08/18/2025.