[8-K] Arthur J. Gallagher & Co. Reports Material Event

Rhea-AI Filing Summary

NVIDIA Corp. (NVDA) has filed a Form 144 indicating that President & CEO Jensen (Jen-Hsun) Huang intends to sell 75,000 common shares on 31 Jul 2025 through Charles Schwab. The shares, acquired via an option exercise on 15 Sep 2023, carry an estimated aggregate market value of $13.5 million (≈$180 per share).

The filing also details Huang’s recent activity: over the past three months he executed 28 separate sales totaling roughly 2.0 million shares for ≈$332 million in gross proceeds, with individual blocks of 50 k–75 k shares sold between 20 Jun 2025 and 30 Jul 2025. The newly proposed sale would raise disclosed dispositions to about 2.1 million shares.

Form 144 serves only as advance notice; execution is not guaranteed and transactions may be made under a Rule 10b5-1 trading plan. The document contains no operational or earnings information.

Positive

• None.

Negative

• Substantial insider selling: CEO Jensen Huang has sold or plans to sell roughly 2.1 million shares (~$345 m), which may signal limited near-term confidence and create stock-supply overhang.

Insights

Financial Analyst

TL;DR: Large, ongoing CEO share sales (~$345 m) may pressure sentiment but appear pre-scheduled; fundamentals unchanged.

Huang’s planned 75 k-share disposal, on top of ~2 m shares already sold this summer, represents meaningful insider selling. While executives often diversify via Rule 10b5-1 plans, the cadence and dollar amounts (≈$345 m) are sizable and could create optical overhang and raise governance questions about valuation confidence. No operational data is affected, so intrinsic value drivers remain chip demand and margins; however, investors may interpret continued selling as a caution flag near all-time highs.

Corporate Governance Specialist

TL;DR: Activity appears compliant with Rule 144; disclosure reduces legal risk but concentration of sales is noteworthy.

The filing satisfies SEC Rule 144 notice requirements and likely aligns with an established 10b5-1 plan, mitigating insider-trading risk. Still, a concentrated sequence of sales by a single control person (CEO) can heighten shareholder scrutiny over board oversight and alignment. Investors should monitor future Section 16 filings to verify execution and remaining ownership levels.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 31, 2025

Date of Report: (Date of earliest event reported)

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)

Delaware		1-09761		36-2151613
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2850 Golf Road, Rolling Meadows, Illinois 60008, (630) 773-3800

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value		AJG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On July 31, 2025, Arthur J. Gallagher & Co. (the Company) issued a press release setting forth the Company’s financial results for the quarter ended June 30, 2025 (the Earnings Release). A copy of the Earnings Release is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

In connection with the filing of the Earnings Release, the Company made materials entitled “Supplemental Quarterly Data” and “CFO Commentary” available through the investor relations page of its website. The CFO Commentary includes certain estimates relating to 2025 and other future results.

Item 9.01. Financial Statements and Exhibits

99.1 Press release, dated July 31, 2025, issued by Arthur J. Gallagher & Co.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Arthur J. Gallagher & Co.
Date: July 31, 2025		By:		/s/ Douglas K. Howell
				Douglas K. Howell Vice President and Chief Financial Officer

FAQ

How many NVIDIA (NVDA) shares does the CEO plan to sell?

The Form 144 covers a proposed sale of 75,000 common shares on 31 Jul 2025.

What is the estimated value of the planned NVDA share sale?

The aggregate market value disclosed is approximately $13.5 million.

How many NVDA shares has the CEO already sold in the last three months?

The filing lists about 2.0 million shares sold between 20 Jun 2025 and 30 Jul 2025.

Were the shares to be sold acquired recently?

Yes. They were obtained through an option exercise on 15 Sep 2023.

Does this filing affect NVIDIA’s financial results?

No. Form 144 is an insider-sale notice and contains no operational or earnings data; it does not impact reported financials.

Is the sale guaranteed to occur?

Not necessarily. Form 144 is a pre-sale notice; the trade may or may not be executed.