On January 27, 2026, the Company completed the acquisition of Newfront Insurance Holdings, Inc. (‘Newfront’), a U.S.-based broker combining specialty expertise and cutting-edge technology, for up-front and contingent consideration. The $1.05 billion up-front portion of the purchase price was comprised of approximately $900 million in cash paid to all of Newfront’s shareholders and $150 million in replacement award equity paid only to Newfront’s employee-shareholders and subject to ongoing vesting. The contingent consideration includes up to $250 million, subject to Newfront’s achievement of specified three-year performance targets, and up to an incremental $150 million which would become payable if Newfront achieves above-target revenue growth. Both tranches of contingent consideration are payable primarily in equity awards subject to service requirements and will be recognized as

compensation expense. The cash portion of these arrangements has no service requirements and is included in the estimate of consideration transferred. The cash consideration and related fees, costs and expenses for the acquisition were funded with the net proceeds from our December 2025 issuance of $1.0 billion of senior notes (see Note 9 — Debt for additional information). Newfront operates as part of both our Health, Wealth & Career (Health & Benefits and Investment businesses) and Risk & Broking (Corporate Risk & Broking business) segments.

As part of the replacement of the share-based compensation awards of Newfront, the Company granted 187,000 restricted stock units (‘RSUs’) and 225,000 restricted stock awards (‘RSAs’) subject to vesting and transfer restrictions. Included in the RSA grants are an aggregate 199,000 ordinary shares, subject to vesting and transfer restrictions, issued via private placement to trusts established by certain key employees of Newfront.

A summary of preliminary fair values of the identifiable assets acquired and liabilities assumed of Newfront at January 27, 2026 are summarized in the following table. We have prepared analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill and consideration to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions, but are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.


Cash and cash equivalents	$	95
Fiduciary assets		42
Accounts receivable, net		41
Prepaid and other current assets		7
Right-of-use assets		4
Intangible assets		184
Goodwill		744
Deferred tax assets		15
Deferred revenue and accrued expenses		(28	)
Fiduciary liabilities		(42	)
Other current liabilities		(10	)
Lease liabilities		(1	)
Net assets acquired	$	1,051

Preliminary values of intangible assets consist primarily of $131 million of customer relationships and $53 million of developed software, with weighted-average expected lives of 13 years and 7 years, respectively.

Goodwill is calculated as the difference between the aggregate consideration and the acquisition date fair value of the net assets acquired, including acquired intangible assets, and represents the value of Newfront’s assembled workforce and the future economic benefits that we expect to achieve as a result of the acquisition. The assignment of the acquired goodwill to the individual reporting units is not yet finalized. None of the goodwill recognized on the transaction is tax-deductible, however there is tax-deductible goodwill that will be carried forward from previous acquisitions by Newfront.

Cushon — On December 10, 2025, the Company entered into a definitive agreement to acquire Cushon, a workplace pensions, savings and financial wellbeing company for consideration of £150 million, subject to working capital and other adjustments, and contingent consideration of up to £100 million. The transaction is expected to close during the second quarter of 2026, subject to receipt of certain regulatory approvals and other customary closing conditions, and the Company will fund the acquisition with the remaining available balance on the delayed draw term loan (see Note 9 — Debt for additional information).

Al-Futtaim Willis — On May 2, 2025, the Company entered into a definitive agreement to acquire the remaining 51% controlling interest of its longstanding broking joint venture, Al-Futtaim Willis (‘AFW’), based in the United Arab Emirates, for cash consideration of $58 million, subject to certain adjustments. The results of AFW are currently included in interest in earnings of associates, net of tax, on the condensed consolidated statements of comprehensive income, but will be fully consolidated after the close of the transaction. The transaction is expected to close during the second quarter of 2026, subject to receipt of certain regulatory approvals and other customary closing conditions.

Additionally, during the three months ended March 31, 2026 the Company made contributions to interests in associates accounted for under the equity method of accounting in cash payments of $9 million.