Marsh & McLennan issues two €600M senior note tranches
The two note tranches carry stated rates of 4.250% and 4.625% and mature in 2032 and 2036, respectively.
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Rhea-AI Filing Summary
Marsh & McLennan Companies, Inc. (MRSH) issued €600 million of 4.250% Senior Notes due 2032 and €600 million of 4.625% Senior Notes due 2036 on October 27, 2026. The company entered into the underwriting agreement on October 20, 2026, and the underwriters agreed to purchase both tranches from the company.
The notes were offered under the company’s effective Form S-3 shelf registration statement and an October 20, 2026 prospectus supplement. Marsh & McLennan also entered into a supplemental indenture and a paying agency agreement dated October 27, 2026.
8-K Event Classification
Key Figures
Key Terms
Senior Notes financial
Underwriting Agreement financial
Supplemental Indenture financial
Paying Agency Agreement financial
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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)
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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 October 20, 2026, Marsh & McLennan Companies, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the several underwriters party thereto (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Company €600 million aggregate principal amount of its 4.250% Senior Notes due 2032 and €600 million aggregate principal amount of its 4.625% Senior Notes due 2036 (collectively, 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 October 20, 2026.
The Notes were issued on October 27, 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 and incorporated herein by reference, as supplemented by the Twenty-Second Supplemental Indenture (the “Supplemental Indenture”), dated as of October 27, 2026, by and between the Company and the Trustee. In connection with the closing of the offering of the Notes, the Company also entered into a Paying Agency Agreement (the “Paying Agency Agreement”), dated as of October 27, 2026, with The Bank of New York Mellon, London Branch, as paying agent.
The foregoing descriptions of the Underwriting Agreement, the Supplemental Indenture, the Notes and the Paying Agency Agreement are summaries and are qualified in their entirety by the Underwriting Agreement, the Supplemental Indenture, the forms of Notes and the Paying Agency Agreement, which are attached hereto as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively and incorporated herein by reference.
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 October 20, 2026, by and among Marsh & McLennan Companies, Inc. and Merrill Lynch International, Deutsche Bank AG, London Branch, Barclays Bank PLC and HSBC Bank plc, as representatives of the several underwriters named therein. | |
| 4.1 | Twenty-Second Supplemental Indenture, dated October 27, 2026, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, as trustee. | |
| 4.2 | Form of 4.250% Senior Notes due 2032 (included in Exhibit 4.1 above). | |
| 4.3 | Form of 4.625% Senior Notes due 2036 (included in Exhibit 4.1 above). | |
| 4.4 | Paying Agency Agreement, dated October 27, 2026, between Marsh & McLennan Companies, Inc. and The Bank of New York Mellon, London Branch, as paying agent. | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP. | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (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: October 27, 2026