MMC (MMC) executive reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Marsh & McLennan Companies President & CEO of Marsh Risk, South Martin, reported equity compensation activity. On the transaction date, 14,476 restricted stock units vested and converted into the same number of common shares on a 1-for-1 basis. Of these, 8,006 shares were withheld by the company at a price of $186.74 per share to cover applicable taxes, classified as a tax-withholding disposition rather than an open-market sale. The vested units relate to performance stock units granted on February 23, 2023 for the 2023-2025 performance period. Following these transactions, Martin directly held 23,650.539 common shares, which includes 118.022 shares acquired under the employee stock purchase plan for several quarters in 2025.

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^*

South Martin

(Last) (First) (Middle)

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. [ MRSH ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO, Marsh Risk

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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
Common Stock	02/28/2026		M(1)		14,476	A	$0	31,656.539(2)	D
Common Stock	02/28/2026		F(1)		8,006	D	$186.74	23,650.539	D

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 Stock Units	(3)	02/28/2026		M(1)			14,476	(4)	(4)	Common Stock	14,476	$0	0	D

Explanation of Responses:

1. Vesting and distribution to reporting person of 14,476 shares underlying restricted stock units of which 8,006 were withheld by Marsh & McLennan Companies to cover applicable taxes. These 14,476 shares underlying restricted stock units relate to performance stock units that were granted on February 23, 2023 for the performance period 2023-2025.

2. Includes 118.022 shares acquired under the Marsh & McLennan Companies Employee Stock Purchase Plan for the quarters ended March 31, June 30, September 30 and December 31, 2025.

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

4. Not applicable.

	/s/ Tessa Patti, Attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did MMC executive South Martin report in this Form 4 filing?

South Martin reported vesting and conversion of 14,476 restricted stock units into common shares, with part of those shares withheld to satisfy taxes. The activity reflects equity compensation tied to performance stock units granted in February 2023 for the 2023-2025 performance period.

How many Marsh & McLennan (MMC) RSUs vested for South Martin?

A total of 14,476 restricted stock units vested and were distributed as common shares on a 1-for-1 basis. These shares were originally granted as performance stock units on February 23, 2023, covering the company’s 2023-2025 performance period under its equity compensation program.

Were any Marsh & McLennan (MMC) shares sold by South Martin in the market?

The filing shows 8,006 common shares were disposed of under code F, representing shares withheld by the company to cover applicable taxes. This is characterized as payment of tax liability by delivering securities, not as an open-market sale transaction by the executive.

What is South Martin’s Marsh & McLennan (MMC) share ownership after these transactions?

After the reported transactions, South Martin directly owned 23,650.539 shares of Marsh & McLennan common stock. This total includes 118.022 shares accumulated through the Marsh & McLennan Companies Employee Stock Purchase Plan during several quarterly periods in 2025.

How were the Marsh & McLennan (MMC) performance stock units structured for South Martin?

The performance stock units granted on February 23, 2023 convert into common stock on a 1-for-1 basis. The 14,476 units that vested and were distributed on the transaction date relate to the company’s defined performance period spanning 2023 through 2025 under this award.