Arthur J. Gallagher insider exercises options, reports sales on 09/08/2025

Rhea-AI Filing Summary

Hudson Scott R, a Vice President at Arthur J. Gallagher & Co. (AJG), reported multiple transactions on 09/08/2025. The filing shows the exercise of a non-qualified stock option for 7,600 shares at an exercise price of $79.59, creating ownership of 7,600 shares underlying the option and increasing reported beneficial holdings to 93,520 shares. The same day the report records sales: 7,600 shares sold at an average price of $297.5133 and 5,255 shares sold at $297.733, with reported beneficial ownership after sales at 85,920 shares. The report also discloses 339.027 shares held indirectly in a Gallagher 401(k) plan account. The option vests in three equal annual installments beginning on the third anniversary of the grant.

Positive

• Option exercise disclosed (7,600 shares exercised at $79.59) showing the mechanic of equity compensation was executed and reported
• Timely compliance with Section 16 reporting, including signature by power of attorney and vesting explanation

Negative

• Significant disposals reported (7,600 shares sold at ~$297.51 and 5,255 shares sold at $297.733) which reduced beneficial ownership to 85,920 shares
• Potential concentration of insider holdings remains high (tens of thousands of shares), which can be material to some investors

Insights

Financial Analyst

TL;DR: Officer exercised options and sold shares same day, realizing proceeds while retaining substantial holdings of AJG stock.

The Form 4 shows a standard exercise-and-sell sequence on 09/08/2025: a non-qualified stock option for 7,600 shares was exercised at $79.59 and those shares were then disposed via sale at about $297.51 per share, alongside an additional sale of 5,255 shares at $297.733. Beneficial ownership is reported as 93,520 shares immediately after the option acquisition and 85,920 shares following the disposals. The filing also discloses 339.027 shares held indirectly in a company 401(k) plan. These transactions appear to be personal liquidity events tied to option exercise; the filing notes the option vests in three equal installments starting on the third anniversary of grant, indicating a multi-year vesting schedule.

Corporate Governance Expert

TL;DR: Insider complied with Section 16 reporting by disclosing exercise, sales, and indirect 401(k) holdings; vesting schedule is noted.

The Form 4 is complete in reporting multiple codes: 'M' (acquisition on exercise) for 7,600 shares at $79.59 and 'S' (sale) entries for 7,600 and 5,255 shares at reported prices near $297.5–$297.73. The filing is signed by a power of attorney and includes the required explanation that one-third of the option vests on each of the third, fourth and fifth anniversaries of the grant date. No amendments or disclaimers are present. For governance review, the filing documents timely disclosure of insider transactions and the presence of indirect plan holdings, both relevant to oversight and insider reporting controls.

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^*

Hudson Scott R

(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)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		S		5,255	D	$297.733	85,920	D
Common Stock	09/08/2025		M		7,600	A	$79.59	93,520	D
Common Stock	09/08/2025		S		7,600	D	$297.5133	85,920	D
Common Stock								339.027	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	09/08/2025		M			7,600	(1)	03/14/2026	Common Stock	7,600	$0	3,800	D

Explanation of Responses:

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

	/s/ Monica Norzagaray, by power of attorney	09/09/2025
	** 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).
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FAQ

What insider transactions did AJG Vice President Hudson Scott R report on 09/08/2025?

The Form 4 reports the exercise of a non-qualified stock option for 7,600 shares at $79.59 and sales of 7,600 shares at about $297.5133 and 5,255 shares at $297.733 on 09/08/2025.

How many AJG shares does Hudson Scott R beneficially own after these transactions?

The filing shows 85,920 shares beneficially owned following the reported sales and 93,520 shares after the option acquisition prior to the disposals.

What were the terms of the option exercised by the reporting person?

The exercised non-qualified stock option had an exercise price of $79.59, covered 7,600 shares, and the filing notes one-third vests on each of the 3rd, 4th, and 5th anniversaries of the grant.

Does the filing disclose any indirect holdings by the reporting person?

Yes, the report discloses 339.027 shares held indirectly in a Gallagher 401(k) plan account.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by /s/ Monica Norzagaray, by power of attorney on 09/09/2025 as indicated in the filing.