Gallagher (NYSE: AJG) VP exercises 8,450 options, 4,326 shares withheld

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. vice president Vishal Jain exercised 8,450 non-qualified stock options on common stock at an exercise price of $79.59 per share. The exercise delivered 8,450 common shares, increasing his direct holdings to 67,311.69 shares before related tax handling.

Of these, 4,326 shares of common stock were withheld at $219.195 per share to cover applicable tax obligations and the exercise price for expiring options, leaving Jain with 62,985.69 directly held shares. He also continues to hold phantom stock and multiple non-qualified stock option grants and notional stock units that are each tied to Gallagher common stock.

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

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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^*

Jain Vishal

(Last) (First) (Middle)

2850 GOLF ROAD

(Street)

ROLLING MEADOWS IL 60008

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2026

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	03/09/2026		M		8,450	A	$79.59	67,311.69	D
Common Stock	03/09/2026		F(1)		4,326	D	$219.195	62,985.69	D
Common Stock								491.113	I	Gallagher 401(k) plan account

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
Non-qualified Stock Option	$79.59	03/09/2026		M			8,450	(2)(3)	03/14/2026	Common Stock	8,450	$0	0	D
Phantom Stock	(4)							(5)	(5)	Common Stock	39,506.268		39,506.268	D
Non-qualified Stock Option	$228.2							(6)	03/01/2033	Common Stock	14,319		14,319	D
Non-qualified Stock Option	$127.9							(3)	03/16/2028	Common Stock	13,580		13,580	D
Non-qualified Stock Option	$86.17							(3)(7)	03/12/2027	Common Stock	10,450		10,450	D
Non-qualified Stock Option	$158.56							(3)	03/15/2029	Common Stock	9,950		9,950	D
Non-qualified Stock Option	$337.74(8)							(3)	03/01/2032	Common Stock	9,587		9,587	D
Non-qualified Stock Option	$243.54							(9)	03/01/2031	Common Stock	8,707		8,707	D
Non-qualified Stock Option	$177.09							(10)	03/15/2030	Common Stock	8,284		8,284	D
Notional Stock Units	$0(11)							(12)	(12)	Common Stock	5,500.2426		5,500.2426	D

Explanation of Responses:

1. Shares withheld to cover applicable tax obligations and the exercise price relating to the exercise of 7,410 expiring stock options.

2. Grant date of 3/14/2019.

3. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

4. Each share of phantom stock represents a right to receive one share of Gallagher common stock.

5. 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 when they attain age 62, or after a one-year period for participants who have attained age 61.

6. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

7. Grant date of 3/12/2020.

8. Closing price of Gallagher common stock on February 28, 2025.

9. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

10. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

11. Each notional stock unit represents a right to receive one share of Gallagher common stock.

12. The notional stock units become payable following the reporting person's separation from service with Gallagher.

	/s/ Monica Norzagaray, by power of attorney	03/10/2026
	** Signature of Reporting Person	Date
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FAQ

What did Arthur J. Gallagher (AJG) vice president Vishal Jain report on this Form 4?

Vishal Jain reported exercising 8,450 non-qualified stock options for Arthur J. Gallagher common stock at an exercise price of $79.59 per share. The filing also shows related share withholding for taxes and updated direct and derivative-based holdings tied to Gallagher stock.

How many Arthur J. Gallagher (AJG) options did Vishal Jain exercise and at what price?

He exercised 8,450 non-qualified stock options for Gallagher common stock at an exercise price of $79.59 per share. This derivative exercise converted option awards into directly held common shares as part of his equity-based compensation arrangements with the company.

How many Arthur J. Gallagher (AJG) shares were withheld for Vishal Jain’s taxes and exercise costs?

The filing shows 4,326 shares of Arthur J. Gallagher common stock withheld at $219.195 per share. These shares covered applicable tax obligations and the exercise price relating to expiring stock options, rather than representing an open-market sale of shares.

What are Vishal Jain’s direct common stock holdings in Arthur J. Gallagher (AJG) after these transactions?

After the option exercise and tax withholding, Vishal Jain directly holds 62,985.69 shares of Arthur J. Gallagher common stock. This reflects his updated position following conversion of 8,450 options and withholding of 4,326 shares to satisfy related tax and exercise obligations.

What derivative and deferred units linked to Arthur J. Gallagher (AJG) does Vishal Jain still hold?

He holds phantom stock representing 39,506.268 underlying shares, several non-qualified stock option grants totaling multiple tranches of underlying shares, and 5,500.2426 notional stock units. Each phantom or notional unit represents a right to receive one Gallagher common share under the company’s plans.

Does Vishal Jain’s Form 4 show an open-market sale of Arthur J. Gallagher (AJG) shares?

No open-market sale code is reported; instead, 4,326 shares were disposed of under code F. Code F indicates shares were withheld to pay taxes and the option exercise price, rather than sold voluntarily on the open market for trading purposes.