MCGIVNEY MARK C 4

What Happened Mark C. McGivney, Chief Financial Officer of Marsh & McLennan Companies (MRSH), had 17,961 shares underlying restricted stock units (PSUs) vest and convert to common stock on Feb 28, 2026. Of those shares, 9,170 were withheld/surrendered to cover tax withholding at $186.74 per share, producing proceeds of $1,712,406. The remaining 8,791 shares were issued to him net of tax withholding. This was a routine vesting/distribution of performance-based awards, not an open-market purchase.

Key Details

• Transaction date: February 28, 2026; Form 4 filed March 3, 2026 (no late filing flag indicated).
• Conversion/Exercise: 17,961 RSUs converted to common stock at $0.00 (1-for-1 conversion).
• Tax withholding sale: 9,170 shares disposed at $186.74 each for $1,712,406 (code F = tax withholding).
• Net shares delivered from this award: 8,791 (17,961 vested − 9,170 withheld).
• Footnotes: These 17,961 RSUs were performance stock units granted Feb 23, 2023 for the 2023–2025 performance period; the security converts 1-for-1 to common stock.
• Filing timeliness: Filed within days of the transaction date; no late-report indication.

Context This was a vesting/distribution of performance stock units with shares surrendered to satisfy tax obligations (a common, routine event). The filing shows an award conversion and share-withholding for taxes rather than a voluntary open-market sale by the insider—so it typically does not signal a change in the insider’s market view. The Form 4 does not disclose Mr. McGivney’s total Marsh & McLennan holdings after this transaction beyond the net shares issued from this award.