Arthur J. Gallagher Director Converts Retainer to 161 AJG Shares

Rhea-AI Filing Summary

David S. Johnson, a director of Arthur J. Gallagher & Co. (AJG), reported a non-derivative acquisition on 09/01/2025 of 161.024 shares of the company's common stock at a price of $302.75 per share. The filing states this acquisition arose from Mr. Johnson's prior election under the company's Director Deferral Plan to convert his quarterly cash retainer into deferred share units that will be distributed as common stock. After the transaction, Mr. Johnson beneficially owns 45,624.624 shares. The Form 4 was submitted by power of attorney (Monica Norzagaray) and dated 09/03/2025.

Positive

• Director increased equity alignment by converting deferred compensation into 161.024 shares, raising his beneficial ownership to 45,624.624 shares
• Clear disclosure of transaction date, price per share ($302.75), and explanatory note that ties the acquisition to the Director Deferral Plan

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director compensation conversion increases insider stock holdings modestly; no cash purchase or material change in control.

The reported transaction is a conversion of deferred compensation into equity under the issuer's Director Deferral Plan, not an open-market purchase. Converting a cash retainer into 161.024 shares at $302.75 each increases the director's alignment with shareholders by raising his beneficial stake to 45,624.624 shares. The action is administrative and consistent with typical director compensation practices; it does not indicate a change in company operations, leverage, or immediate cash flow impact.

Corporate Governance Expert

TL;DR: Standard, compliance-driven filing shows use of an established deferral plan; disclosure is timely and clear.

The Form 4 documents a common governance mechanism where directors elect to receive retainers in equity via deferred share units. The filing includes the required detail: transaction date, number of shares, price per share, resulting beneficial ownership, and an explanatory footnote. Submission by power of attorney is properly noted. This is a routine, non-material governance event that reflects standard alignment of director compensation with shareholder interests.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

JOHNSON DAVID S

(Last) (First) (Middle)

2850 GOLF ROAD

(Street)

ROLLING MEADOWS IL 60008-4002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co. [ AJG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2025		A(1)		161.024	A	$302.75	45,624.624	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This acquisition resulted from the reporting person's election in a prior year (pursuant to the Company's Director Deferral Plan) to defer the reporting person's annual cash retainer, which the Company pays on a quarterly basis, into deferred share units that will be distributed in the form of the Company's common stock.

	/s/ Monica Norzagaray, by power of attorney	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who reported the insider transaction for AJG?

The reporting person is David S. Johnson, a director of Arthur J. Gallagher & Co.

What transaction was reported on the AJG Form 4 dated 09/01/2025?

A non-derivative acquisition of 161.024 shares of common stock at $302.75 per share recorded on 09/01/2025.

Why were the shares acquired according to the filing?

The acquisition resulted from the reporting person's prior election to defer his quarterly cash retainer into deferred share units under the company's Director Deferral Plan.

How many shares does the reporting person beneficially own after the transaction?

The filing reports beneficial ownership of 45,624.624 shares following the reported transaction.

Who signed or filed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Monica Norzagaray by power of attorney on 09/03/2025.