Arthur J. Gallagher & Co.: 10-K Risk Factor Changes

As discussed elsewhere in this Annual Report on Form 10-K, on December 7, 2024, we signed a definitive agreement to acquire AssuredPartners. Our ability to complete the Transaction may be negatively impacted by general market conditions, issues with regulatory approval in the U.S., the U.K. and Ireland and the other risks described herein. Although we currently anticipate that the Transaction, should it occur, will be accretive to earnings per share from and after its closing, this expectation is based on assumptions about our business, the operations to be acquired and preliminary estimates, which may change materially. As a result, should the Transaction occur, certain other amounts to be paid in connection with the Transaction may cause dilution to our earnings per share or decrease or delay the expected accretive effect of the Transaction and cause a decrease in the market price of our common stock. In addition, a change in one or more of these assumptions may result in a change in future earnings, which could be material.