Arthur J. Gallagher (AJG) president adds 351.945 common shares via units
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. President Thomas Joseph Gallagher reported a small derivative exercise that added 351.945 shares of common stock to his direct holdings. These shares came from the conversion of 351.945 notional stock units, reflected at a reference price of $229.57 per share, bringing his directly held common stock to 323,743.025 shares.
The Form 4 also updates several indirect holdings, including shares in a 401(k) plan, in trusts and in accounts held by his wife, with related footnotes stating that he disclaims beneficial ownership of certain trust-held shares for Section 16 purposes. In addition, he continues to hold a range of non-qualified stock options on Gallagher common stock with exercise prices between $86.17 and $337.74 expiring from 2027 through 2033, as well as 20,280.735 phantom stock units and 13,345.6345 notional stock units under company deferred compensation plans.
Positive
- None.
Negative
- None.
Insights
Routine, small option-related share acquisition; mainly an updated holdings snapshot.
Thomas Joseph Gallagher, President of Arthur J. Gallagher & Co., exercised 351.945 notional stock units into the same number of common shares at a reference price of $229.57. After this transaction, he directly holds 323,743.025 common shares, so the added amount is very small in proportion.
The filing also details a sizable portfolio of equity-based awards, including non-qualified stock options with exercise prices from $86.17 to $337.74 expiring between 2027 and 2033, plus 20,280.735 phantom stock units and 13,345.6345 notional stock units. Several indirect holdings are in trusts and spousal accounts, with footnotes noting disclaimed beneficial ownership for some trust-held shares. Overall, this looks like routine compensation and estate-planning structure rather than a directional market signal.
Insider Trade Summary
351.945 shares exercised/converted
Mixed
15 txns
Insider
GALLAGHER THOMAS JOSEPH
Role
President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Notional Stock Units | 351.945 | $0.00 | -- |
| Exercise | Common Stock | 351.945 | $229.57 | $81K |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Phantom Stock | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Notional Stock Units — 13,345.635 shares (Direct, null);
Common Stock — 323,743.025 shares (Direct, null);
Non-qualified Stock Option — 32,895 shares (Direct, null);
Phantom Stock — 20,280.735 shares (Direct, null);
Common Stock — 62,295 shares (Indirect, By grantor retained annuity trust)
Footnotes (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. These shares are held in trusts, for the benefit of the reporting person's children, of which his wife is a trustee. Each notional stock unit represents a right to receive one share of Gallagher common stock. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026 and following the reporting person's separation from service. 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 exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. 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 when they attain age 62, or after a one-year period for participants who have attained age 61. 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.
Key Figures
Shares acquired via unit conversion: 351.945 shares
Reference share price: $229.57 per share
Direct common shares after transaction: 323,743.025 shares
+5 more
8 metrics
Shares acquired via unit conversion
351.945 shares
Notional stock units converted to common stock on 2026-07-01
Reference share price
$229.57 per share
Common stock closing price on February 28, 2025
Direct common shares after transaction
323,743.025 shares
Direct ownership following the 351.945-share exercise
Largest indirect trust holding
119,703 shares
Common stock held by wife as trustee
Phantom stock balance
20,280.735 units
Phantom stock representing rights to common shares
Notional stock units remaining
13,345.6345 units
Notional units after 351.945-unit conversion
Lowest option exercise price
$86.17 per share
Non-qualified stock option expiring March 12, 2027
Highest option exercise price
$337.74 per share
Non-qualified stock option expiring March 1, 2032
Key Terms
notional stock unit, phantom stock, grantor retained annuity trust, nonqualified deferred compensation plan, +2 more
6 terms
notional stock unit financial
"Each notional stock unit represents a right to receive one share of Gallagher common stock."
phantom stock financial
"Each share of phantom stock represents a right to receive one share of Gallagher common stock."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
grantor retained annuity trust financial
"Common Stock ... nature_of_ownership: By grantor retained annuity trust"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
nonqualified deferred compensation plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company."
A nonqualified deferred compensation plan is an arrangement where an employer lets select employees postpone receiving part of their pay or bonuses until a future date, often at retirement, so taxes are paid later. It matters to investors because these payouts are typically unsecured promises by the company—like an internal IOU—so they create future cash obligations and expose the company to extra liability risk if the business falters, and they also reveal how executives are being paid and motivated.
Age 62 Plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company."
non-qualified Stock Option financial
"Security title: Non-qualified Stock Option with underlying Gallagher common stock."
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
FAQ
What did Arthur J. Gallagher & Co. (AJG) President Thomas Gallagher report in this Form 4?
He reported exercising 351.945 notional stock units into 351.945 shares of AJG common stock, at a reference price of $229.57, increasing his direct common stock holdings to 323,743.025 shares while also updating various indirect and derivative equity positions.
What derivative awards and plans are disclosed for AJG President Thomas Gallagher in this filing?
The filing lists several non-qualified stock options on AJG common stock with exercise prices from $86.17 to $337.74 and expirations between 2027 and 2033, plus 20,280.735 phantom stock units and 13,345.6345 notional stock units tied to company deferred compensation programs.
Does the AJG Form 4 show any stock sales by President Thomas Gallagher?
The Form 4 does not show any open-market sales. It reports an option-related exercise converting 351.945 notional stock units into common shares, along with updated holdings, but no transactions coded as sales or dispositions in the summarized data.
What indirect holdings for Arthur J. Gallagher (AJG) are reported for Thomas Gallagher?
Indirect holdings include shares in a Gallagher 401(k) plan account, shares held by his wife and by his wife as trustee of trusts for their children, and shares in a grantor retained annuity trust. Footnotes state he disclaims beneficial ownership of certain trust-held shares.
What do the phantom stock and notional stock units in the AJG Form 4 represent?
Each phantom stock and notional stock unit represents a right to receive one share of AJG common stock. These awards are tied to nonqualified deferred compensation plans, including an Age 62 Plan, with portions payable at specified times such as July 2026 or upon separation from service.