AJG Insider Activity: Thomas Gallagher Discloses Trust Transfers, 308K Shares Held

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. (AJG) Form 4 shows insider transactions by Thomas Joseph Gallagher, an officer (President). On 08/20/2025 he reported dispositions of 875 shares and an acquisition of 375 shares; following those transactions he directly owned 308,046.08 shares and indirectly owned 119,175 shares held by his wife as trustee. On 08/21/2025 there were transfers and transactions resulting in dispositions and acquisitions of 30,000 shares each, and reported indirect holdings across an irrevocable trust, a grantor retained annuity trust (62,295 shares) and a Gallagher 401(k) account (418.7 shares). Explanations state certain shares are held in trusts for his children and that some transfers to an irrevocable trust were for no consideration.

Positive

• Continued substantial direct ownership of 308,046.08 shares indicates sustained insider stake
• Detailed explanations clarify that several transfers are to family trusts and an irrevocable trust, supporting transparency

Negative

• Significant transfers (e.g., 30,000-share movements and 62,295 shares in a GRAT) could reduce immediately accessible insider liquidity or complicate ownership tracking
• Some shares were transferred to an irrevocable trust for no consideration, which alters direct control and may be viewed as a shift in economic exposure

Insights

Securities Analyst

TL;DR: Officer reported modest open-market sales, trustee transfers and trust holdings; transactions appear administrative, not clearly signaling material change in control.

The filings show both disposals and acquisitions in close succession and multiple indirect ownership vehicles (spouse-trustee, irrevocable trust, GRAT, 401(k)). The reported direct holding remains substantial at over 308,000 shares while material indirect holdings are allocated to family trusts. The transactions include a 30,000-share transfer to an irrevocable trust described as no-consideration, which is ownership reallocation rather than a sale. From an investor lens, these look like estate-planning and portfolio-management moves rather than clear signaling of company-specific material events.

Corporate Governance Expert

TL;DR: Multiple trust transfers and spousal trustee holdings indicate estate-planning activity; disclosure is consistent with Section 16 reporting requirements.

The disclosure provides explanations that shares are held for beneficiaries with the spouse as trustee and that the reporting person disclaims beneficial ownership of some trust-held shares. The combination of direct, indirect and trust holdings underscores the importance of careful review when assessing insider alignment with shareholders. No single transaction size here appears to indicate a change in control or an abrupt divestiture of all personal holdings.

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
Estimated average burden
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^*

GALLAGHER THOMAS JOSEPH

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		G		875	D	$0	308,046.08	D
Common Stock	08/20/2025		G		375	A	$0	119,175	I	By wife as trustee(1)(2)
Common Stock	08/21/2025		G		30,000(3)	D	$0	32,428	I	By wife
Common Stock	08/21/2025		G		30,000	A	$0	96,709	I	By Irrevocable Trust
Common Stock								62,295	I	By grantor retained annuity trust
Common Stock								418.7	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

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

2. These shares are held in trusts, for the benefit of the reporting person's children, of which his wife is a trustee.

3. The reporting person's spouse transferred these shares of common stock to an irrevocable trust for no consideration. The reporting person is trustee of the trust, and the reporting person and his children are the sole beneficiaries of the trust. The reporting person remains the beneficial owner of the securities held by the trust.

	/s/ Monica Norzagaray, by power of attorney	08/22/2025
	** 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

What insider transactions did AJG President Thomas Gallagher report on Form 4?

The report shows dispositions of 875 shares and acquisition of 375 shares on 08/20/2025, plus transfers and matched 30,000-share entries on 08/21/2025 with resulting trust and indirect holdings.

How many AJG shares does Thomas Gallagher directly own after these transactions?

The filing reports direct beneficial ownership of 308,046.08 shares following the reported transactions.

Are any AJG shares held indirectly by family trusts or a spouse?

Yes. The filing discloses indirect holdings of 119,175 shares held by his wife as trustee, an irrevocable trust, a grantor retained annuity trust with 62,295 shares, and other trust/401(k) accounts.

Did Thomas Gallagher sell AJG shares for cash according to the Form 4?

The reported dispositions list a price of $0 for several entries and include transfers to trusts; the filing describes transfers to an irrevocable trust for no consideration rather than open-market cash sales.

Does the Form 4 indicate any change in control of AJG?

No. The filing shows reallocation among personal and family trust accounts and continued substantial direct ownership; it does not state any change in control.