Marsh & McLennan (MMC) director reports new restricted stock unit awards

Rhea-AI Filing Summary

Marsh & McLennan Companies director Morton O. Schapiro reported compensation-related equity activity in company stock units. He acquired 237.74 restricted stock units on February 15, 2026 as a grant, and 456.03 units on February 13, 2026 through dividend equivalents and director fees under the Directors Stock Compensation Plan. These units convert into common stock on a 1-for-1 basis.

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

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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^*

SCHAPIRO MORTON O

(Last) (First) (Middle)

C/O NORTHWESTERN UNIVERSITY

633 CLARK ST., ROOM 2-130

(Street)

EVANSTON IL 60208

(City) (State) (Zip)

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

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)
02/13/2026

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)	02/13/2026		J(2)	V	456.03		(3)	(3)	Common Stock	456.03	$172.98	88,105.91	D
Restricted Stk. Units-Dir. Stk. Plan	(1)	02/15/2026		A(4)		237.74		(3)	(3)	Common Stock	237.74	$173.51	88,343.65	D

Explanation of Responses:

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

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

3. Not Applicable

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

	/s/ Tessa Patti, Attorney-in-fact	02/18/2026
	** 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).
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FAQ

What did MMC director Morton O. Schapiro report in this Form 4 filing?

MMC director Morton O. Schapiro reported new restricted stock units from director compensation. The filing shows a grant of units and additional units from dividend equivalents and fees, all under Marsh & McLennan Companies’ Directors Stock Compensation Plan, rather than open-market share purchases or sales.

How many restricted stock units did Morton O. Schapiro acquire at Marsh & McLennan (MMC)?

Morton O. Schapiro acquired 237.74 restricted stock units as a grant and 456.03 units in an “other” transaction. Both relate to dividend equivalents and director fees, increasing his equity-based compensation position rather than reflecting traditional market buying or selling of MMC common shares.

How do the reported restricted stock units convert into MMC common stock?

The reported restricted stock units convert into Marsh & McLennan Companies common stock on a 1-for-1 basis. This means each unit represents one share of MMC common stock when it ultimately settles, aligning director compensation directly with shareholder equity value over time.

Were the Marsh & McLennan (MMC) Form 4 transactions open-market buys or sells?

The reported Marsh & McLennan transactions were not open-market buys or sells. They reflect a grant, dividend equivalents, and director fee-related awards under the Directors Stock Compensation Plan, categorized as acquisitions and other transactions rather than traditional stock market trading activity.

What is the role of dividend equivalents in Morton O. Schapiro’s MMC Form 4?

Dividend equivalents credited to Morton O. Schapiro’s account generated additional restricted stock units. Instead of receiving cash dividends, he received units under the Directors Stock Compensation Plan, increasing his stock-based compensation tied to Marsh & McLennan Companies common shares.

Does this MMC Form 4 indicate changes in Morton O. Schapiro’s director compensation structure?

The MMC Form 4 reflects ongoing use of stock-based compensation, not a structural change. It shows units acquired through a grant, dividend equivalents, and director fees under the existing Directors Stock Compensation Plan, consistent with equity-based remuneration for board service.