Arthur J. Gallagher COO reports 49,988-share gift
AJG’s COO is associated with a 49,988-share bona fide gift into a family trust and discloses a range of existing option, phantom stock and notional stock unit positions.
Rhea-AI Filing Summary
Gallagher Patrick Murphy reported acquisition or exercise transactions in this Form 4 filing.
Arthur J. Gallagher & Co. (AJG) reported that Chief Operating Officer Patrick Murphy Gallagher was involved in a bona fide gift transfer on September 8, 2026, in which 49,988 shares of common stock were gifted by his father to an irrevocable trust for the benefit of the reporting person and his siblings, with the reporting person acting as trustee. He disclaims beneficial ownership of the trust shares except to the extent of his pecuniary interest. The filing also lists his existing equity-based positions, including multiple non-qualified stock options, phantom stock awards and notional stock units tied to AJG common stock, as well as indirect common stock holdings through various family trusts and a 401(k) plan. No Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
49,988 shares gifted
Gift
17 txns
Insider
Gallagher Patrick Murphy
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Common Stock F1, F2 | 49,988 | $0.00 | $0.00 |
| holding | Non-qualified Stock Option F6 | -- | -- | -- |
| holding | Phantom Stock F7, F8 | -- | -- | -- |
| holding | Non-qualified Stock Option F9, F10 | -- | -- | -- |
| holding | Non-qualified Stock Option F11 | -- | -- | -- |
| holding | Non-qualified Stock Option F10, F12 | -- | -- | -- |
| holding | Non-qualified Stock Option F10, F13 | -- | -- | -- |
| holding | Non-qualified Stock Option F14 | -- | -- | -- |
| holding | Non-qualified Stock Option F10, F15 | -- | -- | -- |
| holding | Phantom Stock F7, F16 | -- | -- | -- |
| holding | Notional Stock Units F17, F18, F19 | -- | -- | -- |
| holding | Common Stock F3 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock F4 | -- | -- | -- |
| holding | Common Stock F5 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 169,125.25 shares (Indirect, By Trust);
Non-qualified Stock Option — 66,257 contracts (Direct);
Phantom Stock — 21,535.773 contracts (Direct);
Notional Stock Units — 2,351.803 contracts (Direct);
Common Stock — 11,264 shares (Indirect, By Spouse as Trustee);
Common Stock — 14,169.6426 shares (Direct);
Common Stock — 491.136 shares (Indirect, Gallagher 401(k) plan account);
Common Stock — 53,262 shares (Indirect, By Spouse's Trust);
Common Stock — 55,109 shares (Indirect, By Irrevocable Trust)
Footnotes (19)
- F1. This transaction represents a gift from the reporting person's father to an irrevocable trust of which the reporting person and his siblings are beneficiaries, and the reporting person is the acting trustee. The reporting person disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
- F2. Shares held in trust for the benefit of the reporting person and immediate family members, of which he and his immediate family members, as applicable, is a trustee.
- F3. Shares held in trusts, for the benefit of the reporting person's children, of which his wife is sole trustee.
- F4. Shares held in a revocable trust and an irrevocable trust of which the reporting person's spouse is sole Trustee and as to which he disclaims beneficial ownership
- F5. Shares held in trust for the benefit of the reporting person's children, of which he is a trustee.
- F6. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F7. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F8. 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.
- F9. Closing price of Gallagher common stock on February 28, 2025.
- F10. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F11. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F12. Grant date of 3/16/2021.
- F13. Grant date of 3/12/2020.
- F14. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F15. Grant date of 3/15/2022.
- F16. These shares represent awards under the Deferred Cash Participation Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock at the election of the participant. These awards are payable in a lump sum on the six-month anniversary of the reporting person's separation from service.
- F17. Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F18. The notional stock units become payable following the reporting person's separation from service with Gallagher.
- F19. The notional stock units become payable following the reporting person's separation from service with Gallagher.
Key Figures
Gifted common shares: 49,988 shares
Non-qualified stock option 1: 17,775 shares at $228.20
Non-qualified stock option 2: 11,901 shares at $337.74
+5 more
8 metrics
Gifted common shares
49,988 shares
Bona fide gift to an irrevocable trust on September 8, 2026
Non-qualified stock option 1
17,775 shares at $228.20
Option on AJG common stock expiring March 1, 2033
Non-qualified stock option 2
11,901 shares at $337.74
Option on AJG common stock expiring March 1, 2032
Phantom stock awards 1
17,731.211 shares
Phantom stock tied to AJG common stock under the Age 62 Plan
Phantom stock awards 2
3,804.562 shares
Phantom stock under the Deferred Cash Participation Plan
Notional stock units
2,351.803 shares
Notional stock units payable following separation from service
Direct common stock holding
14,169.6426 shares
Directly held AJG common stock as of September 8, 2026
Indirect spouse trust holding
53,262 shares
AJG common stock held by spouse’s trust; beneficial ownership disclaimed
Key Terms
bona fide gift, phantom stock, nonqualified deferred compensation plan, notional stock units, +1 more
5 terms
bona fide gift financial
"This transaction is coded as a bona fide gift of common stock"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
phantom stock financial
"Each share of phantom stock represents a right to receive one share"
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.
nonqualified deferred compensation plan financial
"awards under the Age 62 Plan, a nonqualified deferred compensation plan"
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.
notional stock units financial
"Each notional stock unit represents a right to receive one share"
pecuniary interest financial
"disclaims beneficial ownership of the shares except to the extent of his pecuniary interest"
FAQ
What did AJG’s COO Patrick Murphy Gallagher report in this Form 4 for AJG?
He reported a bona fide gift on September 8, 2026, involving 49,988 shares of AJG common stock gifted by his father to an irrevocable trust where he is trustee and beneficiary, and he disclaims beneficial ownership except for his pecuniary interest.
Does the Form 4 for AJG indicate any open-market buying or selling by the COO?
No. The filing reports a bona fide gift transaction and lists various equity-based holdings (options, phantom stock, notional stock units and common stock), but it does not report any open-market purchases or sales.
What option holdings tied to AJG stock does the COO report?
He reports several non-qualified stock options on AJG common stock, including options over 17,775 shares at $228.20 per share expiring March 1, 2033, and options over 11,901 shares at $337.74 per share expiring March 1, 2032, plus additional grants with other exercise prices and expirations.
What phantom stock and deferred awards linked to AJG stock are disclosed?
He reports phantom stock linked to 17,731.211 shares and additional phantom stock linked to 3,804.562 shares, as well as notional stock units tied to 2,351.803 shares. These are under AJG nonqualified deferred compensation plans and are payable after separation from service or at specified ages.
What indirect AJG common stock holdings are shown for the COO?
Indirect AJG common stock holdings include 11,264 shares held in trusts where his spouse is trustee, 53,262 shares held by his spouse’s trusts, 55,109 shares held by an irrevocable trust, and 491.136 shares in a 401(k) plan account, among other trust holdings.
Is the AJG Form 4 transaction under a Rule 10b5-1 trading plan?
No. The filing indicates the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that the September 8, 2026 gift or other reported positions are under a Rule 10b5-1 or similar pre-arranged trading plan.
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