Arthur J. Gallagher Form 4: CFO Disposes 3,000 Shares for Taxes

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. insider filing reports that Douglas K. Howell, Vice President & Chief Financial Officer, sold 3,000 shares of AJG common stock on 09/09/2025 at an average weighted price of $299.778 per share (sales ranged $299.47–$299.89). After the sale he directly beneficially owned 114,776.7558 shares, with an additional 3,165 shares held indirectly by his spouse and 418.691 shares in a company 401(k) account.

The filing explains the sale was to cover tax obligations arising from the distribution of 35,739 deferred shares under the company Supplemental Savings and Thrift Plan previously reported on August 4, 2025; in lieu of withholding, he received the full distribution and sold a portion to satisfy taxes. The reporting person disclaims voting or investment power over the spousal-held shares.

Positive

• Transparent disclosure of the sale, including weighted average price and execution range
• Sale was tax-driven to cover withholding from a prior distribution (35,739 deferred shares), not an unexplained divestiture
• Filing executed properly with power of attorney signature and explanatory footnotes

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale by the CFO; modest reduction in direct holdings, not a strategic divestment.

The transaction is identified as a sale to satisfy tax liabilities from a deferred share distribution, not a discretionary disposition for liquidity or reallocation. A 3,000-share sale at an average ~$299.78 is small relative to the reported direct ownership of 114,776.7558 shares (about 2.6%). There is no indication of accelerated or unusual selling activity and the filer documents the tax-driven nature of the trade, which reduces the likelihood that this is a signal of changed company outlook from management.

Corporate Governance Expert

TL;DR: Filing demonstrates compliance with Section 16 disclosure and explains the tax-related mechanics of the sale.

The Form 4 is properly executed by power of attorney and includes the required explanatory footnotes, including the average weighted price and the range of execution prices. Disclosure that the spouse-held shares are disclaimed for voting and investment power is appropriate. The report clarifies that the sale was to cover tax withholding on a prior share distribution, aligning with typical executive compensation settlement practices and preserving transparency for stakeholders.

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
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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^*

HOWELL DOUGLAS K

(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)
	VP & Chief Financial Officer

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

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	09/09/2025		S		3,000	D	$299.778(1)	114,776.7558	D
Common Stock								3,165	I	By Spouse(2)
Common Stock								418.691	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 price reported is an average weighted price. The shares were sold in multiple transactions on 9/9/2025 at prices ranging from $299.47 to $299.89. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4.

2. The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.

Remarks:

This report discloses a sale of shares to cover tax obligations relating to the distribution of 35,739 deferred shares under the company's Supplemental Savings and Thrift Plan (reported on August 4, 2025). In lieu of withholding for taxes, the reporting person was required to receive the full distribution of shares and subsequently sell a portion of such shares to cover his tax obligation.

	/s/ Monica Norzagaray, by power of attorney	09/11/2025
	** 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.
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FAQ

What did AJG CFO Douglas Howell sell and when?

He sold 3,000 shares of AJG common stock on 09/09/2025 at an average weighted price of $299.778 (range $299.47–$299.89).

Why were the AJG shares sold by the reporting person?

The sale was to cover tax obligations related to the distribution of 35,739 deferred shares under the company's Supplemental Savings and Thrift Plan.

How many AJG shares does Douglas Howell beneficially own after the sale?

He directly beneficially owned 114,776.7558 shares after the reported transaction.

Are there any indirect holdings disclosed for AJG?

Yes; the filing discloses 3,165 shares indirectly owned by his spouse (over which he disclaims voting and investment power) and 418.691 shares in a Gallagher 401(k) plan account.

Does the Form 4 indicate any other motives for the sale?

No. The filing explicitly states the sale was to cover taxes on the prior distribution and does not indicate other motives.