EX-4.1 3 d112193dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 MARSH & McLENNAN COMPANIES, INC., Issuer, and The Bank of New York Mellon, Trustee TWENTY-FIRST SUPPLEMENTAL INDENTURE Dated as of February 19, 2026 $600,000,000 aggregate principal amount of 4.950% Senior Notes due 2036 TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of February 19, 2026, between MARSH & McLENNAN COMPANIES, INC., a Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the “Trustee”). W I T N E S S E T H: WHEREAS, the Issuer and the Trustee executed and delivered an Indenture, dated as of July 15, 2011 (the “Base Indenture” and, as supplemented hereby, the “Indenture”), to provide for the issuance by the Issuer from time to time of senior debt securities evidencing its unsecured indebtedness, to be issued in one or more series as provided in the Indenture; WHEREAS, pursuant to a Board Resolution, the Issuer has authorized the issuance of a series of securities evidencing its senior indebtedness, consisting initially of $600,000,000 aggregate principal amount of 4.950% Senior Notes due 2036 (the “Original Notes” and, together with all the Ad…
Open exhibit ↗Current Report · Items 8.01, 9.01 · 8-K
MARSH & MCLENNAN COMPANIES, INC.
MRSHNYSEEQUITYCurrent
Other Events
Item 8.01 Other Events On February 11, 2026, Marsh & McLennan Companies, Inc. (the “Company”) entered into an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference, the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P.…
Disclosure sections
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events
On February 11, 2026, Marsh & McLennan Companies, Inc. (the “Company”) entered into an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference, the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Company $600 million aggregate principal amount of its 4.950% Senior Notes due 2036 (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 February 11, 2026.
The Notes were issued on February 19, 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, as supplemented by the Twenty-First Supplemental Indenture (the “Supplemental Indenture”), dated as of February 19, 2026, by and between the Company and the Trustee, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The form of the Notes is attached hereto as Exhibit 4.2 and is incorporated herein by reference.
The foregoing descriptions of the Underwriting Agreement, the Supplemental Indenture and the Notes contained herein are summaries and are qualified in their entirety by the Underwriting Agreement, the Supplemental Indenture and the form of Notes attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively.
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.