What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-10-26 compared with 2026-07-27 · 161 added, 157 removed, 475 unchanged (40% of the section changed)

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The following discussion updates the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the two discussions should be read together.

Company Overview — Second Quarter of 2026

Company Overview — Third Quarter of 2026

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related Notes to those Financial Statements included elsewhere in this Quarterly Report on Form 10-Q, which are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

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We also earn Contingents, which are commissions based primarily on underwriting results, but in select situations may reflect additional considerations for volume, growth and/or retention.

These commissions, which are included in our commissions and fees in the Consolidated Statements of Income, are estimated and accrued throughout the year based on actual premiums written and knowledge, to the extent it is available, of losses incurred.

These commissions, which are included in our commissions and fees in the Condensed Consolidated Statements of Income, are estimated and accrued throughout the year based on actual premiums written and knowledge, to the extent it is available, of losses incurred.

Payments are primarily received in the first and second quarters of each subsequent underwriting year, based upon prior year(s) underwriting results, but may differ from the amount estimated and accrued due to the lack of complete visibility regarding loss information until they are received.

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Annual fee revenues as a percentage of our total commissions and fees, represented 22.2% in 2025 and 21.1% in 2024.

For the three months ended June 30, 2026, our total commissions and fees growth rate was 32.4%.

Our consolidated Organic Revenue decreased by 0.7% and our Organic Revenue with Contingents growth rate was 0.7%.

For the three months ended September 30, 2026, our total commissions and fees growth rate was 9.7%.

Our consolidated Organic Revenue increased by 1.2% and our Organic Revenue with Contingents growth rate was 1.5%.

Historically, investment and other income has consisted primarily of interest earnings on operating cash and where permitted, on premiums collected and held in a fiduciary capacity before being remitted to insurance companies.

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Other income primarily reflects other miscellaneous revenues.

Income before income taxes for the three months ended June 30, 2026 increased from the second quarter of 2025 by $72 million or 23.2%, driven by increased Contingents, leveraging our expense base, synergies realized from the acquisition of Accession, acquisitions completed in the past twelve months and the change in estimated acquisition earn-out payables.

This growth was partially offset by Acquisition/Integration Costs.

Income before income taxes for the three months ended September 30, 2026 increased from the third quarter of 2025 by $9 million or 2.9%, driven by increased Contingents, leveraging our expense base, synergies realized from the acquisition of Accession, acquisitions completed in the past twelve months and the change in mark-to-market of escrow liability.

This growth was partially offset by the change in estimated acquisition earn-out payables.

Information Regarding Non-GAAP Financial Measures

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• “Organic Contingents” are Contingents, less (i) Contingents earned for the first twelve months by newly acquired stand-alone operations and (ii) Contingents earned from divested stand-alone operations (Contingents generated from stand-alone operations sold or terminated during the comparable period).

Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments and;

therefore, comparability may be limited.

This supplemental non-GAAP financial information should be considered in addition to, and not in lieu of, the Company ' s Condensed Consolidated Financial Statements.

Part of our business strategy is to attract high-quality insurance intermediaries and service organizations to join our operations.

From 1993 through the second quarter of 2026, we acquired 732 insurance intermediary operations.

From 1993 through the third quarter of 2026, we acquired 736 insurance intermediary operations.

Critical Accounting Policies

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Refer to Note 1 in the “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2025 for details regarding our critical and significant accounting policies.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025

The following discussion and analysis regarding results of operations and liquidity and capital resources should be considered in conjunction with the accompanying Condensed Consolidated Financial Statements and related Notes.

Financial information relating to our condensed consolidated financial results is as follows:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(in millions, except percentages)

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Commissions and Fees

Commissions and fees, including Contingents and earned premiums, for the three months ended June 30, 2026 increased $405 million to $1,654 million, or 32.4%, over the same period in 2025.

Core commissions and fees revenue for the second quarter of 2026 increased $365 million or 30.3%, composed of:

(i) $393 million from acquisitions that had no comparable revenues in the same period of 2025;

(ii) an increase from the impact of Foreign Currency Translation of $2 million and an offsetting decrease from (iii) $4 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months;

(iv) $18 million related to the Litigation-Related Impact and (v) $8 million of net new and renewal business, which combined reflected an overall Organic Revenue decrease of 0.7%.

Contingents for the second quarter of 2026 increased by $40 million, or 88.9%, compared to the same period in 2025.

This increase was driven primarily by (i) improved underwriting results for our carrier partners, growth in premium volume and qualifying for certain Contingents that we did not qualify for in the prior year, (ii) recent acquisitions and (iii) our enhanced carrier engagement model.

Commissions and fees, including Contingents and earned premiums, for the three months ended September 30, 2026 increased $150 million to $1,700 million, or 9.7%, over the same period in 2025.

Core commissions and fees revenue for the third quarter of 2026 increased $143 million or 9.7%, composed of:

(i) $17 million of net new and renewal business, which reflected an overall Organic Revenue growth rate of 1.2%;

(ii) $156 million from acquisitions that had no comparable revenues in the same period of 2025 and an offsetting decrease from (iii) $13 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months;

(iv) $16 million related to the Litigation-Related Impact and (v) a decrease from the impact of Foreign Currency Translation of $2 million.

Contingents for the third quarter of 2026 increased by $7 million, or 9.6%, compared to the same period in 2025.

This increase was driven primarily by (i) improved underwriting results for our carrier partners, (ii) growth in premium volume and qualifying for certain Contingents that we did not qualify for in the prior year, (iii) recent acquisitions and (iv) our enhanced carrier engagement model.

The Organic Revenue with Contingents growth rate was 1.5%.

Commissions and fees, including Contingents and earned premiums, for the six months ended June 30, 2026, increased $900 million to $3,534 million, or 34.2%, over the same period in 2025.

Core commissions and fees revenue for the six months ended June 30, 2026 increased $806 million or 31.7%, composed of:

(i) $829 million from acquisitions that had no comparable revenues in the same period of 2025;

(ii) an increase from the impact of Foreign Currency Translation of $20 million and an offsetting decrease from (iii) $8 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months;

(iv) $28 million related to the Litigation-Related Impact and (v) $7 million of net new and renewal business, which combined reflected an overall Organic Revenue growth decrease of 0.3%.

Contingents for the six months ended June 30, 2026 increased by $94 million, or 106.8%, compared to the same period in 2025.

Commissions and fees, including Contingents and earned premiums, for the nine months ended September 30, 2026, increased $1,051 million to $5,234 million, or 25.1%, over the same period in 2025.

Core commissions and fees revenue for the nine months ended September 30, 2026 increased $950 million or 23.6%, composed of:

(i) $10 million of net new and renewal business, which reflected an overall Organic Revenue growth rate of 0.3%;

(ii) $985 million from acquisitions that had no comparable revenues in the same period of 2025;

(iii) an increase from the impact of Foreign Currency Translation of $19 million and an offsetting decrease from (iv) $20 million related to commissions and fees revenue from businesses or books of business divested in the preceding twelve months and (v) $44 million related to the Litigation-Related Impact.

Contingents for the nine months ended September 30, 2026 increased by $101 million, or 62.7%, compared to the same period in 2025.

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Investment and Other Income

Investment and other income for the three months ended June 30, 2026 decreased $14 million from the same period in 2025.

Investment and other income for the six months ended June 30, 2026 decreased $12 million, from the same period in 2025.

Investment and other income for the three months ended September 30, 2026 decreased $31 million from the same period in 2025.

Investment and other income for the nine months ended September 30, 2026 decreased $44 million, from the same period in 2025.

These decreases were driven substantially by $42 million of interest income generated by the proceeds of the Company's follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company's acquisition of Accession, and to a lesser extent lower average interest rates, each partially offset by acquisitions that had no comparable investment and other income in the same period of 2025.

Employee Compensation and Benefits

Employee compensation and benefits expense as a percentage of total revenues was 50.0% for the three months ended June 30, 2026 as compared to 49.8% for the three months ended June 30, 2025, an increase of 30.9%, or $198 million.

Employee compensation and benefits expense as a percentage of total revenues was 49.7% for the three months ended September 30, 2026 as compared to 49.4% for the three months ended September 30, 2025, an increase of 8.1%, or $64 million.

This increase included $78 million of compensation costs related to acquisitions that had no comparable costs in the same period of 2025.

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(iii) a decrease in commissions, base compensation and bonuses resulting from the Litigation-Related Impact;

partially offset by (iv) an increase in staff costs attributable to new hires and annual compensation increases.

Employee compensation and benefits expense as a percentage of total revenues was 48.8% for the six months ended June 30, 2026 as compared to 49.2% for the six months ended June 30, 2025, an increase of 31.9%, or $422 million.

(iv) the year-over-year decrease of approximately $18 million in the value of deferred compensation liabilities driven by changes in the market prices of our deferred compensation plan, with such amount substantially offset within other operating expenses as we hold assets to fund these liabilities;

partially offset by (v) an increase in staff costs attributable to new hires and annual compensation increases.

Employee compensation and benefits expense as a percentage of total revenues was 49.1% for the nine months ended September 30, 2026 as compared to 49.3% for the nine months ended September 30, 2025, an increase of 23.0%, or $486 million.

This increase included $522 million of compensation costs related to acquisitions that had no comparable costs in the same period of 2025.

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(ii) a decrease in claims costs within our self-insured health plan;

(iii) a decrease in commissions, base compensation and bonuses resulting from the Litigation-Related Impact;

partially offset by (iv) an increase in staff costs attributable to new hires and annual compensation increases.

(iii) a decrease in commissions, base compensation and bonuses resulting from the Litigation-Related Impact (iv) the year-over-year decrease of approximately $8 million in the value of deferred compensation liabilities driven by changes in the market prices of our deferred compensation plan, with such amount substantially offset within other operating expenses as we hold assets to fund these liabilities;

partially offset by (v) an increase in staff costs attributable to new hires and annual compensation increases.

Other Operating Expenses

Other operating expenses represented 16.2% of total revenues for the second quarter of 2026, as compared to 16.4% for the second quarter of 2025.

Other operating expenses for the second quarter of 2026 increased $60 million, or 28.4%, from the same period of 2025.

Other operating expenses represented 17.8% of total revenues for the third quarter of 2026, as compared to 17.2% for the third quarter of 2025.

Other operating expenses for the third quarter of 2026 increased $31 million, or 11.2%, from the same period of 2025.

This change includes:

(i) $28 million of other operating expenses related to acquisitions that had no comparable costs in the same period of 2025;

and (ii) increased information technology-related costs.

Other operating expenses represented 15.7% of total revenues for the six months ended June 30, 2026, as compared to 14.8% for the six months ended June 30, 2025.

Other operating expenses for the first six months of 2026 increased $162 million, or 40.7%, from the same period of 2025.

(ii) the year-over-year increase of approximately $18 million in the value of assets held to fund the associated liabilities within our deferred

compensation plan, which was substantially offset within employee compensation and benefits, as noted above and (iii) increased information technology-related costs;

partially offset by (iv) a decrease in Acquisition/Integration Costs.

Other operating expenses represented 16.3% of total revenues for the nine months ended September 30, 2026, as compared to 15.6% for the nine months ended September 30, 2025.

Other operating expenses for the first nine months of 2026 increased $194 million, or 28.9%, from the same period of 2025.

This change includes:

(i) $173 million of other operating expenses related to acquisitions that had no comparable costs in the same period of 2025;

and (ii) increased information technology-related costs.

(ii) the year-over-year increase of approximately $8 million in the value of assets held to fund the associated liabilities within our deferred compensation plan, which was substantially offset within employee compensation and benefits, as noted above and (iii) increased information technology-related costs.

(Gain)/Loss on Disposal

Gain on disposal for the second quarter of 2026 decreased $1 million from the second quarter of 2025.

Gain on disposal for the six months ended June 30, 2026 increased $1 million from the six months ended June 30, 2025.

Gain on disposal was zero for the third quarter of 2026 which was consistent with the third quarter of 2025.

(Gain)/loss on disposal for the nine months ended September 30, 2026, increased $1 million from the nine months ended September 30, 2025.

Although we do not routinely sell businesses or customer accounts, we periodically sell an office or a book of business (one or more customer accounts) that we believe does not produce reasonable margins or demonstrate a potential for adequate growth, or because doing so is in the Company’s best interest.

Amortization expense for the second quarter of 2026 increased $60 million, or 120.0%, compared to the second quarter of 2025.

Amortization expense for the six months ended June 30, 2026 increased $123 million, or 119.4%, compared to the six months ended June 30, 2025.

Amortization expense for the third quarter of 2026 increased $17 million, or 18.3%, compared to the third quarter of 2025.

Amortization expense for the nine months ended September 30, 2026, increased $141 million, or 71.9%, compared to the nine months ended September 30, 2025.

This change reflects the amortization of new intangibles from businesses acquired within the past twelve months, net of certain intangible assets becoming fully amortized or written off in the (Gain)/Loss on disposal.

Depreciation expense for the second quarter of 2026 increased $7 million, or 63.6%, compared to the second quarter of 2025.

Depreciation expense for the six months ended June 30, 2026 increased $12 million, or 52.2%, compared to the six months ended June 30, 2025.

Depreciation expense for the third quarter of 2026 increased $4 million, or 28.6%, compared to the third quarter of 2025.

Depreciation expense for the nine months ended September 30, 2026 increased $16 million, or 43.2%, compared to the nine months ended September 30, 2025.

Changes in depreciation expense reflect net additions of fixed assets resulting from businesses acquired in the past twelve months and the addition of fixed assets resulting from business initiatives, partially offset by the impact of fixed assets that became fully depreciated or written off in the gain or loss on disposal.

Interest Expense

Interest expense for the second quarter of 2026 increased $49 million, or 96.1%, compared to the second quarter of 2025.

Interest expense for the six months ended June 30, 2026 increased $103 million, or 107.3%, compared to the first six months of 2025.

Interest expense for the third quarter of 2026 was consistent with the third quarter of 2025.

Interest expense for the nine months ended September 30, 2026 increased $102 million, or 51.8%, compared to the first nine months of 2025.

The increase is due to higher debt resulting from a debt issuance in the second quarter of 2025 to fund the Transaction, which was partially offset by decreases in the floating rate benchmark used on our adjustable-rate debt.

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The net charge or credit to the Condensed Consolidated Statements of Income for the period is the combination of the net change in the estimated acquisition earn-out payables liability, and the accretion of the present value discount on those liabilities.

As of June 30, 2026 and 2025, the fair values of the estimated acquisition earn-out payables were re-evaluated based upon projected operating results and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820 - Fair Value Measurement.

As of September 30, 2026 and 2025, the fair values of the estimated acquisition earn-out payables were re-evaluated based upon projected operating results and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820 - Fair Value Measurement.

The resulting net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables were as follows:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(in millions)

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Net change in earnings from estimated acquisition earn-out payables

For the three months and six months ended June 30, 2026, the fair value of estimated earn-out payables was re-evaluated and resulted in decreases of $44 million and $45 million, respectively, which resulted in credits to the Condensed Consolidated Statements of Income.

For the three months and nine months ended September 30, 2026, the fair value of estimated earn-out payables was re-evaluated and resulted in an increase of $23 million and a decrease of $22 million, respectively, which generated charges and credits, respectively, to the Condensed Consolidated Statements of Income.

These adjustments were primarily related to revised estimates for companies acquired in the Transaction.

As of June 30, 2026, estimated acquisition earn-out payables totaled $310 million, of which $136 million was recorded as accounts payable and $174 million was recorded as other non-current liabilities.

The effective tax rate on income from operations for the three months ended June 30, 2026 and 2025 was 24.5% and 24.8%, respectively.

The effective tax rate on income from operations for the six months ended June 30, 2026 and 2025 was 21.7% and 22.9%, respectively.

The decrease for the six months ended June 30, 2026 was driven by the non-taxable treatment of the mark-to-market of escrow liability.

As of September 30, 2026, estimated acquisition earn-out payables totaled $326 million, of which $140 million was recorded as accounts payable and $186 million was recorded as other non-current liabilities.

The effective tax rate on income from operations for the three months ended September 30, 2026 and 2025 was 24.7% and 26.4%, respectively.

The effective tax rate on income from operations for the nine months ended September 30, 2026 and 2025 was 22.5% and 23.9%, respectively.

The decrease for the three and nine months ended September 30, 2026 was driven by the non-taxable treatment of the mark-to-market of escrow liability.

RESULTS OF OPERATIONS — SEGMENT INFORMATION

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As such, management primarily focuses on Organic Revenue growth, the growth in Contingents and EBITDAC Margin when evaluating the operational efficiency of a segment.

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measures, for the three months ended June 30, 2026 and 2025, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the three months ended June 30, 2026 and 2025, including by segment, are as follows:

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measures, for the three months ended September 30, 2026 and 2025, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the three months ended September 30, 2026 and 2025, including by segment, are as follows:

Specialty Distribution

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(2) A non-GAAP financial measure.

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measures, for the three months ended June 30, 2025 and 2024, including by segment, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the three months ended June 30, 2025 and 2024, including by segment, are as follows:

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measures, for the three months ended September 30, 2025 and 2024, including by segment, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the three months ended September 30, 2025 and 2024, including by segment, are as follows:

Specialty Distribution

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(2) A non-GAAP financial measure.

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measures, for the six months ended June 30, 2026 and 2025, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the six months ended June 30, 2026 and 2025, including by segment, are as follows:

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measures, for the nine months ended September 30, 2026 and 2025, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the nine months ended September 30, 2026 and 2025, including by segment, are as follows:

Specialty Distribution

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(2) A non-GAAP financial measure.

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measure, for the six months ended June 30, 2025 and 2024, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the six months ended June 30, 2025 and 2024, including by segment, are as follows:

The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue and Organic Revenue with Contingents, both non-GAAP financial measures, for the nine months ended September 30, 2025 and 2024, and the growth rates for Organic Revenue and Organic Revenue with Contingents for the nine months ended September 30, 2025 and 2024, including by segment, are as follows:

Specialty Distribution

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(2) A non-GAAP financial measure.

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the three months ended June 30, 2026, including by segment, is as follows:

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the three months ended September 30, 2026, including by segment, is as follows:

(in millions)

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NMF = Not a meaningful figure

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the three months ended September 30, 2025, including by segment, is as follows:

(in millions)

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EBITDAC Margin - Adjusted (2)

(1) Amount reflects the positive impact of approximately $13 million of interest income earned from the proceeds of the Company’s follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company’s acquisition of Accession.

(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.

(2) A non-GAAP financial measure.

(3) Amount reflects the positive impact of approximately $29 million of interest income earned from the proceeds of the Company’s follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company’s acquisition of Accession.

NMF = Not a meaningful figure

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the six months ended June 30, 2026, including by segment, is as follows:

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the nine months ended September 30, 2026, including by segment, is as follows:

(in millions)

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NMF = Not a meaningful figure

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the six months ended June 30, 2025, including by segment, is as follows:

The reconciliation of income before income taxes, included in the Condensed Consolidated Statements of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the nine months ended September 30, 2025, including by segment, is as follows:

(in millions)

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EBITDAC Margin - Adjusted (2)

(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.

(2) A non-GAAP financial measure.

(3) Amount reflects the positive impact of approximately $42 million of interest income earned from the proceeds of the Company’s follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company’s acquisition of Accession.

NMF = Not a meaningful figure

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Financial information relating to our Retail segment is as follows:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(in millions, except percentages)

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NMF = Not a meaningful figure

The Retail segment’s total revenues for the three months ended June 30, 2026 increased 35.9%, or $250 million, as compared to the same period in 2025, to $947 million.

The Retail segment’s total revenues for the three months ended September 30, 2026 increased 10.8%, or $95 million, as compared to the same period in 2025, to $978 million.

The $86 million increase in core commissions and fees revenue was driven by:

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(ii) an increase of $21 million related to net new and renewal business;

(iii) an increase from the impact of Foreign Currency Translation of $1 million;

(iii) an offsetting decrease from the impact of Foreign Currency Translation of $1 million;

(iv) an offsetting decrease of $10 million related to commissions and fees recorded in 2025 from businesses since divested;

and (v) an offsetting decrease of $16 million related to the Litigation-Related Impact.

Contingents for the second quarter of 2026 increased $19 million to $26 million, as compared to the same period in 2025.

This increase was due to acquisitions completed within the last twelve months and more favorable terms for certain carrier contracts resulting from our enhanced carrier engagement model.

Contingents for the third quarter of 2026 increased $6 million to $24 million, as compared to the same period in 2025.

This increase was due to acquisitions completed within the last twelve months.

The Retail segment’s total commissions and fees increased by 10.5%.

The Organic Revenue growth rate was 1.5% and the Organic Revenue with Contingents growth rate was 2.5% for the second quarter of 2026.

The Organic Revenue growth rate was 2.6% and the Organic Revenue with Contingents growth rate was 2.5% for the third quarter of 2026.

The Organic Revenue growth rate was driven by net new business written during the preceding twelve months and growth on renewals of existing customers.

Growth for renewal business was moderated by slowing rate increases, rate decreases for certain lines of coverage, and a change to the revenue model for our specialty pharmacy consulting business.

Income before income taxes for the three months ended June 30, 2026 increased 62.2%, or $79 million, as compared to the same period in 2025, to $206 million.

The primary factors driving this increase were:

(i) a decrease in intercompany interest expense;

(ii) a decrease in estimated acquisition earn-out payables;

and (iii) the profit associated with the net increase in revenue as described above, partially offset by (iv) an increase in amortization expense and (v) Acquisition/Integration Costs.

EBITDAC - Adjusted for the three months ended June 30, 2026 increased 46.9%, or $90 million, as compared to the same period in 2025, to $282 million.

EBITDAC Margin - Adjusted for the three months ended June 30, 2026 increased to 29.8% from 27.5% in the same period in 2025.

Income before income taxes for the three months ended September 30, 2026 decreased 10.4%, or $17 million, as compared to the same period in 2025, to $147 million.

The primary factors driving this decrease were:

(i) an increase in intercompany interest expense;

(ii) an increase in estimated acquisition earn-out payables;

(iii) Acquisition/Integration Costs;

and (iv) an increase in depreciation expense;

partially offset by (v) the profit associated with the net increase in revenue as described above.

EBITDAC - Adjusted for the three months ended September 30, 2026 increased 11.3%, or $28 million, as compared to the same period in 2025, to $275 million.

EBITDAC Margin - Adjusted for the three months ended September 30, 2026 increased to 28.1% from 28.0% in the

same period in 2025.

The change in EBITDAC Margin - Adjusted was primarily driven by:

(i) increased Contingents;

(ii) leveraging our expense base;

and (iii) lower compensation as a result of employee departures associated with the Litigation-Related Impact.

The Retail segment’s total revenues for the six months ended June 30, 2026 increased 34.4%, or $552 million, as compared to the same period in 2025, to $2,156 million.

(i) acquisition synergy realization;

and (ii) leveraging our expense base.

The Retail segment’s total revenues for the nine months ended September 30, 2026 increased 26.0%, or $647 million, as compared to the same period in 2025, to $3,134 million.

The $596 million increase in core commissions and fees revenue was driven by:

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and (v) an offsetting decrease of $44 million related to the Litigation-Related Impact.

Contingents for the six months of 2026 increased 154.5%, or $34 million, as compared to the same period in 2025, to $56 million.

Contingents for the nine months of 2026 increased 100.0%, or $40 million, as compared to the same period in 2025, to $80 million.

This increase was due to acquisitions completed within the last twelve months and qualifying for Contingents this year that we did not qualify for in the prior year.

The Retail segment’s total commissions and fees increased by 25.7%.

The Organic Revenue growth rate was 1.2% and the Organic Revenue with Contingents growth rate was 1.9% for the first six months of 2026.

The Organic Revenue growth rate was 1.7% and the Organic Revenue with Contingents growth rate was 2.1% for the first nine months of 2026.

The Organic Revenue growth rate was driven by net new business written during the preceding twelve months and growth from renewals of existing customers.

Growth for renewal business was moderated by slowing rate increases, rate decreases for certain lines of coverage, and a change to the revenue model in our specialty pharmacy consulting business.

Income before income taxes for the six months ended June 30, 2026 increased 27.0%, or $111 million, as compared to the same period in 2025, to $522 million.

Income before income taxes for the nine months ended September 30, 2026 increased 16.5%, or $95 million, as compared to the same period in 2025, to $670 million.

The primary factors driving this increase were:

(i) a decrease in intercompany interest expense;

(ii) a decrease in estimated acquisition earn-out payables;

and (iii) the profit associated with the net increase in revenue as described above, partially offset by (iv) an increase in amortization expense;

(i) a decrease in estimated acquisition earn-out payables;

and (ii) the profit associated with the net increase in revenue as described above, partially offset by (iii) an increase in depreciation expense;

(iv) an increase in amortization expense;

and (v) Acquisition/Integration Costs.

EBITDAC - Adjusted for the six months ended June 30, 2026 increased 34.9%, or $185 million, as compared to the same period in 2025, to $715 million.

EBITDAC Margin - Adjusted for the six months ended June 30, 2026 increased to 33.2% from 33.0% in the same period in 2025.

EBITDAC - Adjusted for the nine months ended September 30, 2026 increased 27.7%, or $215 million, as compared to the same period in 2025, to $991 million.

EBITDAC Margin - Adjusted for the nine months ended September 30, 2026 increased to 31.6% from 31.2% in the same period in 2025.

The increase in EBITDAC Margin - Adjusted was primarily driven by:

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Financial information relating to our Specialty Distribution segment is as follows:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

(in millions, except percentages)

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NMF = Not a meaningful figure

The Specialty Distribution segment’s total revenues for the three months ended June 30, 2026 increased 28.1%, or $158 million, as compared to the same period in 2025, to $721 million.

The Specialty Distribution segment’s total revenues for the three months ended September 30, 2026 increased 8.5%, or $58 million, as compared to the same period in 2025, to $739 million.

The $57 million increase in core commissions and fees revenue was driven by:

(i) approximately $65 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2025;

and (ii) an increase from the impact of Foreign Currency Translation of $1 million;

partially offset by:

(iii) a $18 million decrease in net new business, renewal business, and fee revenues;

and (iv) a $2 million decline in core commission and fees revenue from dispositions that had no comparable revenues in the same period of 2026.

Contingents for the second quarter of 2026 increased approximately $21 million as compared to the second quarter of 2025.

This increase is a result of acquisitions completed in the past twelve months and favorable loss ratios.

The Specialty Distribution segment’s total commissions and fees increased by 28.6%, with Organic Revenue decreasing 3.5% and Organic Revenue with Contingents decreasing 1.6% for the three months ended June 30, 2026.

The Organic Revenue with Contingents decline was driven by:

(ii) a $5 million decrease in net new business, renewal business, and fee revenues;

and (iii) a $3 million decline in core commission and fees revenue from dispositions that had no comparable revenues in the same period of 2026.

Contingents for the third quarter of 2026 increased approximately $1 million as compared to the third quarter of 2025.

The Specialty Distribution segment’s total commissions and fees increased by 8.6%, with Organic Revenue decreasing 0.8% and Organic Revenue with Contingents increasing 0.3% for the three months ended September 30, 2026.

The Organic Revenue with Contingents growth was driven by:

(i) increased Contingents;

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and (iii) exposure unit expansion;

which were more than offset by (iv) declining rates on catastrophe ("CAT") property.

Income before income taxes for the three months ended June 30, 2026 increased 8.6%, or $20 million, as compared to the same period in 2025, to $253 million due to:

(i) the growth of EBITDAC - Adjusted described below;

(ii) a decrease in estimated acquisition earn-out payables;

partially offset by:

(iii) increased amortization expense;

(iv) Acquisition/Integration Costs;

and (v) increased depreciation expense.

EBITDAC - Adjusted for the three months ended June 30, 2026 increased 17.1%, or $45 million, from the same period in 2025, to $308 million.

EBITDAC Margin - Adjusted for the three months ended June 30, 2026 decreased to 42.7% from 46.7% in the same period in 2025.

which were partially offset by (iv) declining rates on catastrophe ("CAT") property.

Income before income taxes for the three months ended September 30, 2026 decreased 4.7%, or $12 million, as compared to the same period in 2025, to $243 million due to:

(i) increased amortization expense;

(ii) an increase in estimated acquisition earn-out payables;

(iii) Acquisition/Integration Costs;

(iv) increased depreciation expense;

and (v) increased intercompany interest expense;

partially offset by (vi) the growth of EBITDAC - Adjusted described below.

EBITDAC - Adjusted for the three months ended September 30, 2026 increased 7.0%, or $21 million, from the same period in 2025, to $320 million.

EBITDAC Margin - Adjusted for the three months ended September 30, 2026 decreased to 43.3% from 43.9% in the same period in 2025.

EBITDAC Margin - Adjusted decreased due to:

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(iii) the increase in Contingents.

The Specialty Distribution segment’s total revenues for the six months ended June 30, 2026 increased 33.6%, or $353 million, as compared to the same period in 2025, to $1,403 million.

The Specialty Distribution segment’s total revenues for the nine months ended September 30, 2026 increased 23.7%, or $411 million, as compared to the same period in 2025, to $2,142 million.

The $352 million increase in core commissions and fees revenue was driven by:

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(iii) a $31 million decrease in net new business, renewal business, and fee revenues;

and (iv) a $5 million decline in core commission and fees revenue from dispositions that had no comparable revenues in the same period of 2026.

Contingents for the six months ended June 30, 2026 increased approximately $60 million, or by 90.9%, as compared to the same period in 2025.

and (iv) an $8 million decline in core commission and fees revenue from dispositions that had no comparable revenues in the same period of 2026.

Contingents for the nine months ended September 30, 2026 increased approximately $61 million, or by 50.4%, as compared to the same period in 2025.

This increase is a result of favorable loss ratios and to a lesser extent acquisitions completed in the past twelve months.

The Specialty Distribution segment’s total commissions and fees increased by 34.3% with Organic Revenue decreasing 2.7% and Organic Revenue with Contingents increasing 1.2%, for the six months ended June 30, 2026.

The Specialty Distribution segment’s total commissions and fees increased by 24.2% with Organic Revenue decreasing 2.0% and Organic Revenue with Contingents increasing 0.6%, for the nine months ended September 30, 2026.

The Organic Revenue with Contingents growth was driven by:

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which were partially offset by (iv) declining rates on CAT property.

Income before income taxes for the six months ended June 30, 2026 increased 18.8%, or $75 million to $474 million, from the same period in 2025.

Income before income taxes for the nine months ended September 30, 2026 increased 9.6%, or $63 million to $717 million, from the same period in 2025.

Income before income taxes increased due to:

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(iii) increased amortization expense;

and (iv) Acquisition/Integration Costs.

EBITDAC - Adjusted for the six months ended June 30, 2026 increased 27.8%, or $128 million to $588 million, as compared to the same period in 2025.

EBITDAC Margin - Adjusted for the six months ended June 30, 2026 decreased to 41.9% from 43.8% in the same period in 2025.

(iv) Acquisition/Integration Costs;

and (v) increased depreciation expense.

EBITDAC - Adjusted for the nine months ended September 30, 2026 increased 19.6%, or $149 million to $908 million, as compared to the same period in 2025.

EBITDAC Margin - Adjusted for the nine months ended September 30, 2026 decreased to 42.4% from 43.8% in the same period in 2025.

EBITDAC Margin - Adjusted decreased due to:

(i) the decline in Organic Revenue;

and (ii) investments to increase our capabilities in Europe;

partially offset by:

(ii) the increase in Contingents;

and (iii) disciplined expense management.

As discussed in Note 12 of the Notes to Condensed Consolidated Financial Statements, the “Other” line items in the Segment Information table includes any revenue and expenses not allocated to reportable segments, and corporate-related items, including the intercompany interest expense charges to reporting segments.

(iii) the increase in Contingents;

and (iv) disciplined expense management.

As discussed in Note 12 of the Notes to Condensed Consolidated Financial Statements, the “Other” line items in the Segment Information table include any revenue and expenses not allocated to reportable segments, and corporate-related items, including the intercompany interest expense charges to reporting segments.

LIQUIDITY AND CAPITAL RESOURCES

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Our capital requirements to operate as an insurance intermediary are low, and we have been able to grow and invest in our business through a combination of cash that has been generated from operations, the disciplined use of debt and the issuance of equity as part of the purchase price consideration to acquire certain businesses.

We have the ability to utilize our Revolving Credit Facility under the Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”), which as of June 30, 2026 provided additional capacity for up to $975 million in available cash.

We have the ability to utilize our Revolving Credit Facility under the Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”), which as of September 30, 2026 provided additional capacity for up to $975 million in available cash.

We believe that we have access to additional funds, if needed, through the capital markets or private placements to obtain further debt financing under the current market conditions.

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The Revolving Credit Facility contains an expansion option for up to an additional $1,000 million of borrowing capacity, subject to the approval of participating lenders.

Including the expansion options under all existing credit agreements, the Company has access to up to $1,975 million of incremental borrowing capacity as of June 30, 2026.

Cash and cash equivalents totaled $918 million at June 30, 2026 reflecting a decrease of $161 million from the $1,079 million balance at December 31, 2025.

This decrease was primarily driven by share repurchases and deferred contingent consideration payments, partially offset by cash generated from operations .

Including the expansion options under all existing credit agreements, the Company has access to up to $1,975 million of incremental borrowing capacity as of September 30, 2026.

Cash and cash equivalents totaled $1,099 million at September 30, 2026 reflecting an increase of $20 million from the $1,079 million balance at December 31, 2025.

This increase was primarily driven by previously acquired businesses.

Operating Cash Flows

Our operating cash flows are primarily derived from the net income generated during the period adjusted for non-cash expenses, which include depreciation, amortization, changes in estimated earnout payables, mark-to-market escrow liability, non-cash stock-based compensation and deferred income taxes while excluding gains and losses on sales/disposals of investments, businesses, fixed assets and customer accounts, payments on acquisition earn-outs in excess of original estimated payables and changes in working capital which relate primarily to the timing of payments of accrued liabilities and receipts of receivables from commissions and fees related to our revenues.

Our ratio of current assets to current liabilities was 1.13 and 1.04 for June 30, 2026 and December 31, 2025, respectively.

Cash flows generated from operating activities totaled $608 million and $538 million for the six months ended June 30, 2026 and 2025, respectively, representing an increase of $70 million.

Our operating cash flows are primarily derived from the net income generated during the period adjusted for non-cash expenses, which include depreciation, amortization, changes in estimated acquisition earn-out payables, mark-to-market escrow liability, non-cash stock-based compensation and deferred income taxes while excluding gains and losses on sales/disposals of investments, businesses, fixed assets and customer accounts, payments on acquisition earn-outs in excess of original estimated payables and changes in working capital which relate primarily to the timing of payments of accrued liabilities and receipts of receivables from commissions and fees related to our revenues.

Our ratio of current assets to current liabilities was 1.14 and 1.04 for September 30, 2026 and December 31, 2025, respectively.

Cash flows generated from operating activities totaled $1,140 million and $1,006 million for the nine months ended September 30, 2026 and 2025, respectively, representing an increase of $134 million.

Operating cash flows generated in 2026 included $957 million from net income before non-controlling interests with $498 million of non-cash adjustments, offset by $315 million from changes in working capital.

The growth in cash from operations is primarily due to recent acquisitions.

The growth in cash from operations is primarily due to higher earnings, including the contribution from acquired businesses, partially offset by changes in working capital and higher acquisition-related earn-out payments.

Investing Cash Flows

Cash flows used for investing activities were $71 million and $187 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $116 million.

During the six months ended June 30, 2026, the Company completed 14 acquisitions (including book purchases) and paid $30 million net of cash acquired, and including cash and cash equivalents held in a fiduciary capacity.

Net cash paid for acquisitions decreased $131 million in the six months ended June 30, 2026, from $161 million during the same period in 2025.

The Company received $3 million from the sale of businesses, fixed assets and customer accounts during the six months ended June 30, 2026, compared to $10 million proceeds received in the same period in 2025.

Cash flows used for investing activities were $125 million and $7,701 million for the nine months ended September 30, 2026 and 2025, respectively, a decrease of $7,576 million.

During the nine months ended September 30, 2026, the Company completed 18 acquisitions (including book purchases) and paid $41 million net of cash acquired, and including cash and cash equivalents held in a fiduciary capacity.

Net cash paid for acquisitions decreased $7,618 million in the nine months ended September 30, 2026, from $7,659 million during the same period in 2025 primarily due to the acquisition of Accession in the prior-year period.

The Company received $3 million from the sale of businesses, fixed assets and customer accounts during the nine months ended September 30, 2026, compared to $10 million proceeds received in the same period in 2025.

The decrease is attributed to smaller sales of businesses in the current period.

Capital Expenditures

Capital expenditures amounted to $38 million and $32 million in the six months ended June 30, 2026 and 2025, respectively, and included purchases of furniture and fixtures, leasehold improvements related to office moves and hardware and software purchases related to information technology investments.

Capital expenditures amounted to $77 million and $48 million in the nine months ended September 30, 2026 and 2025, respectively, and included purchases of furniture and fixtures, leasehold improvements related to office moves and hardware and software purchases related to information technology investments.

Financing Cash Flows

Net cash flows used by financing activities totaled $526 million and net cash flows sourced totaled $7,981 million in the six months ended June 30, 2026 and 2025, respectively.

The decrease of $8,507 million in sourced financing activities was primarily driven by the proceeds of the Company's follow-on common stock offering and senior notes issuance in June 2025, held in preparation for the closing of the Company's acquisition of Accession, offset by share repurchases and deferred contingent consideration payments in 2026.

Net cash flows used in financing activities totaled $989 million and net cash flows provided by financing activities totaled $7,851 million in the nine months ended September 30, 2026 and 2025, respectively.

The year-over-year change was primarily driven by the proceeds from the Company's follow-on common stock offering and senior notes issuance in June 2025 which were used to acquire Accession in 2025, and current-year share repurchases and deferred contingent consideration payments in 2026.

Fiduciary Receivables and Liabilities

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The net change in fiduciary cash is represented by the net change in fiduciary liabilities and fiduciary receivables and is presented as cash flows from financing activities in the statement of cash flows.

Financing cash flows reflect an increase of $157 million and $119 million in the six months ended June 30, 2026 and 2025, respectively, related to fiduciary receivables and liabilities.

Changes in fiduciary receivables and liabilities resulted in net cash used in financing activities of $14 million and $145 million in the nine months ended September 30, 2026 and 2025, respectively.

Acquisition Earn-outs

Deferred contingent consideration payments totaled $224 million and $46 million during the six months ended June 30, 2026 and 2025, respectively, including $184 million and $45 million, respectively, classified as financing activities related to acquisition earn-outs associated with original acquisition-date estimates.

During the six months ended June 30, 2026 and 2025, the Company paid cash dividends of $112 million and $86 million, respectively, an increase of $26 million, or 30.2%.

On July 22, 2026, the Board of Directors approved a quarterly cash dividend of $0.165 per share to be paid on August 19, 2026.

Net cash proceeds from long term debt totaled $141 million in the six months ended June 30, 2026, compared to net cash proceeds of $3,718 million in the same period of 2025.

Total debt at June 30, 2026 was $7,759 million net of unamortized discount and debt issuance costs, which was an increase of $146 million compared to December 31, 2025.

Deferred contingent consideration payments totaled $241 million and $78 million during the nine months ended September 30, 2026 and 2025, respectively, including $199 million and $77 million, respectively, classified as financing activities related to acquisition earn-outs associated with original acquisition-date estimates.

During the nine months ended September 30, 2026 and 2025, the Company paid cash dividends of $169 million and $137 million, respectively, an increase of $32 million, or 23.4%.

On October 21, 2026, the Board of Directors approved a quarterly cash dividend of $0.18 per share to be paid on November 11, 2026.

Net cash proceeds from long-term debt totaled $141 million in the nine months ended September 30, 2026, compared to net cash proceeds of $3,936 million in the same period of 2025.

Total debt at September 30, 2026 was $7,759 million net of unamortized discount and debt issuance costs, which was an increase of $146 million compared to December 31, 2025.

The increase includes the drawdown of $225 million on the Revolving Credit Facility and the amortization of discounted debt related to our various unsecured senior notes and debt issuance cost amortization of $8 million, offset by $84 million of payments on outstanding term loan and Revolving Credit Facility balances and an additional $3 million of deferred financing costs associated with the Third Amended and Restated Credit Agreement.

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The agreement also provides for a $250 million term loan due June 5, 2029 and a $250 million term loan due June 5, 2031.

Total borrowings outstanding under the facilities were approximately $775 million as of June 30, 2026.

During the six months ended June 30, 2026, the Company made $6 million of scheduled principal payments on its Second Amended and Restated Credit Agreement term loan.

Total borrowings outstanding under the facilities were approximately $772 million as of September 30, 2026.

During the nine months ended September 30, 2026, the Company made $6 million of scheduled principal payments on its Second Amended and Restated Credit Agreement term loan.

On June 5, 2026, the remaining $163 million outstanding under the term loan was refinanced and consolidated into the Third Amended and Restated Credit Agreement.

During the six months ended June 30, 2026, the Company repaid $25 million of principal related to the Term Loans issued under the Term A-2 Loan Commitment (“Term A-2 Loans”).

During the nine months ended September 30, 2026, the Company repaid $25 million of principal related to the Term Loans issued under the Term A-2 Loan Commitment (“Term A-2 Loans”).

Upon execution of the Third Amended and Restated Credit Agreement on June 5, 2026, the remaining $338 million outstanding was refinanced and consolidated into the new credit facility.

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The Company has repaid $50 million of the balance as of June 30, 2026.

There is an outstanding balance of $275 million on the Revolving Credit Facility as of June 30, 2026.

On February 12, 2026, the Company entered into accelerated share repurchase agreement ("ASR") with an investment bank to purchase an aggregate $250 million of the Company's common stock.

There is an outstanding balance of $275 million on the Revolving Credit Facility as of September 30, 2026.

During the three months ended September 30, 2026, the Company made a $3 million scheduled principal payment on the five-year term loan under the Third Amended and Restated Credit Agreement.

On February 12, 2026, the Company entered into an accelerated share repurchase agreement ("ASR") with an investment bank to purchase an aggregate $250 million of the Company's common stock.

The program ended on March 9, 2026 and during the period, the Company received a total of 3,574,890 shares of the Company's common stock.

During the three months ended June 30, 2026, the Company repurchased an additional 4,279,712 shares for $250 million.

At June 30, 2026, the remaining amount authorized by our board of directors for share repurchases was approximately $900 million.

During the three months ended September 30, 2026, the Company repurchased an additional 3,630,098 shares for $250 million.

At September 30, 2026, the remaining amount authorized by our board of directors for share repurchases was approximately $650 million.

Contractual Cash Obligations

As of June 30, 2026, our contractual cash obligations were as follows:

As of September 30, 2026, our contractual cash obligations were as follows:

Payments Due by Period

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The timing and amount of any future settlement remains subject to the achievement of contractual milestones and may vary from the amounts disclosed.

The value as of June 30, 2026, was $552 million.

The value as of September 30, 2026, was $541 million.

(2) Includes $326 million of current and non-current estimated acquisition earn-out payables.

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Certain acquisition agreements include provisions with no maximum potential earn-out amount.

The amount recorded for these acquisitions as of June 30, 2026 is $190 million.

(3) Does not include approximately $55 million of current liability for a dividend of $0.1650 per share approved by the Board of Directors on July 22, 2026 to be paid on August 19, 2026.

The amount recorded for these acquisitions as of September 30, 2026 is $214 million.

(3) Does not include approximately $60 million of current liability for a dividend of $0.18 per share approved by the Board of Directors on October 21, 2026 to be paid on November 11, 2026.

Quantitative and Qualita tive Disclosures About Market Risk

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These investments are subject to interest rate risk.

The fair value of our invested assets at June 30, 2026 and December 31, 2025 approximated their respective carrying values due to their short-term duration and therefore, such market risk is not considered to be material.

The fair value of our invested assets at September 30, 2026 and December 31, 2025 approximated their respective carrying values due to their short-term duration and therefore, such market risk is not considered to be material.

We do not actively invest or trade in equity securities.

In addition, we generally dispose of any significant equity securities received in conjunction with an acquisition shortly after the acquisition date.

As of June 30, 2026, we had $775 million outstanding under the Third Amended and Restated Credit Agreement tied to the Secured Overnight Financing Rate (“SOFR”).

As of September 30, 2026, we had $772 million outstanding under the Third Amended and Restated Credit Agreement tied to the Secured Overnight Financing Rate (“SOFR”).

These agreements bear interest on a floating basis and are therefore subject to changes in the associated interest expense.

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in the following functional currencies, British pounds, Canadian dollar, euros and, to a lesser extent, other currencies.

Based upon our foreign currency rate exposure as of June 30, 2026, an immediate 10% hypothetical change of foreign currency exchange rates would not have a material effect on our Condensed Consolidated Financial Statements.

Based upon our foreign currency rate exposure as of September 30, 2026, an immediate 10% hypothetical change of foreign currency exchange rates would not have a material effect on our Condensed Consolidated Financial Statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis