Arthur J. Gallagher (AJG) counsel exercises phantom stock and updates share, option and unit holdings
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. General Counsel Walter D. Bay exercised 1,415.092 shares of phantom stock into the same number of common shares on March 31, 2026, under the company’s Age 62 Plan. These vested shares were distributed as part of nonqualified deferred compensation.
To cover income and employment taxes on this distribution, 627 common shares were withheld at a reference price of $215.95 per share. After these transactions, Bay directly holds 83,292.092 common shares, plus 491.129 shares indirectly through a Gallagher 401(k) plan account.
He also continues to hold multiple non-qualified stock options, including options over 24,500 shares at $127.90 and 17,630 shares at $86.17, with expirations between 2027 and 2033, as well as 5,828.5456 notional stock units payable after separation from service.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 1,415.092 | $0.00 | -- |
| Exercise | Common Stock | 1,415.092 | $215.95 | $306K |
| Tax Withholding | Common Stock | 627 | $215.95 | $135K |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Notional Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- The transactions in this report relate solely to the distribution of vested shares under the Age 62 Plan and the withholding of shares to cover applicable income and employment taxes. Each share of phantom stock represents a right to receive one share of Gallagher common stock. These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock at the election of the reporting person. Participants vest in these awards in the year they attain age 62, or after a one-year period for participants who have attained age 61. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Closing price of Gallagher common stock on February 28, 2025. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Each notional stock unit represents a right to receive one share of Gallagher common stock. The notional stock units become payable following the reporting person's separation from service with Gallagher.
Key Figures
Key Terms
Phantom Stock financial
Age 62 Plan financial
Non-qualified Stock Option financial
Notional Stock Units financial
nonqualified deferred compensation plan financial
FAQ
What did AJG General Counsel Walter D. Bay report on this Form 4?
Walter D. Bay reported exercising 1,415.092 phantom stock shares into common stock and a related tax withholding of 627 shares. These transactions reflect distribution of vested awards under the Age 62 Plan, a nonqualified deferred compensation arrangement.
What is the role of the Age 62 Plan in this AJG Form 4 filing?
The Age 62 Plan is a nonqualified deferred compensation plan where awards are deemed invested in AJG common stock. Participants vest when they reach age 62 (or after one year at age 61), and vested shares are then distributed, as shown in this Form 4.
Were any of Walter D. Bay’s AJG transactions open-market buys or sells?
No open-market buys or sells are reported. The filing shows a derivative exercise of phantom stock into common shares and an F-code tax-withholding disposition, which represents shares withheld to pay taxes rather than an open-market sale.
What stock options does Walter D. Bay retain in Arthur J. Gallagher (AJG)?
Bay retains several non-qualified stock options, including options over 24,500 shares at $127.90 and 17,630 shares at $86.17. These options have expiration dates between 2027 and 2033, with vesting generally in one-third increments.
What are the notional stock units reported by Walter D. Bay in AJG?
Bay holds 5,828.5456 notional stock units, each representing a right to receive one AJG common share. According to the footnotes, these units become payable after his separation from service with Arthur J. Gallagher & Co.