Mercer CEO at Marsh & McLennan (NYSE: MMC) gets stock, withholds for tax

Rhea-AI Filing Summary

Marsh & McLennan Companies President and Mercer CEO Patrick Tomlinson reported the vesting of restricted stock units and related tax withholding. On the transaction date, 2,219 restricted stock units vested and converted into an equal number of common shares on a 1-for-1 basis. To cover applicable taxes, 1,134 of these shares were withheld by Marsh & McLennan Companies at a price of $186.74 per share, leaving the remainder delivered to Tomlinson. After these transactions, he directly owned 3,655 shares of common stock and 6,082 restricted stock units.

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^*

Tomlinson Patrick

(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 and CEO, Mercer

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)		2,219	A	$0	4,794	D
Common Stock	02/28/2026		F(1)		1,139	D	$186.74	3,655	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	(2)	02/28/2026		M(1)			2,219	(3)	(3)	Common Stock	2,219	$0	6,082	D

Explanation of Responses:

1. Vesting and distribution to reporting person of 2,219 shares underlying restricted stock units of which 1,134 were withheld by Marsh & McLennan Companies to cover applicable taxes. These 2,219 shares underlying restricted stock units relate to 610 restricted stock units that were granted on February 23, 2023 and 1,609 restricted stock units relating to performance stock units that were granted on February 23, 2023 for the performance period 2023-2025.

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

3. 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 insider transactions did MMC executive Patrick Tomlinson report?

Patrick Tomlinson reported vesting of 2,219 restricted stock units that converted into common stock, with 1,134 shares withheld to cover taxes. The remaining vested shares increased his direct common stock holdings while his restricted stock unit balance also changed.

How many Marsh & McLennan (MMC) shares vested for Patrick Tomlinson?

A total of 2,219 shares vested for Patrick Tomlinson through restricted stock units converting into common stock on a 1-for-1 basis. These units were originally granted in February 2023, including both standard and performance-based restricted stock units for the 2023-2025 period.

Was Patrick Tomlinson’s MMC transaction an open-market sale?

No, the disposition reported was for tax withholding, not an open-market sale. Marsh & McLennan withheld 1,134 shares from the vested amount to satisfy applicable tax obligations, as reflected by the tax-withholding disposition transaction code F in the filing.

What price was used for the MMC tax-withholding shares?

The 1,134 shares withheld for taxes were valued at $186.74 per share. This price was applied solely to cover the tax liability associated with the vesting of restricted stock units, rather than representing an open-market purchase or sale transaction.

How many MMC shares does Patrick Tomlinson own after these transactions?

Following the vesting and tax withholding, Patrick Tomlinson directly owned 3,655 shares of Marsh & McLennan common stock. He also held 6,082 restricted stock units, reflecting his remaining unvested or unsettled equity-based compensation awards reported in the filing.

What grants were behind Patrick Tomlinson’s vested MMC restricted stock units?

The 2,219 vested shares came from 610 restricted stock units and 1,609 performance stock units granted on February 23, 2023. The performance stock units related to the performance period 2023-2025, and all vested units converted into common stock on a 1-for-1 basis.