Gallagher controller exercises phantom stock award
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Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. Controller and Chief Accounting Officer Richard C. Cary exercised vested phantom stock under the company’s Age 62 Plan, converting 471.698 shares of phantom stock into the same number of common shares at an exercise price of $0.00 per share.
Those common shares were valued at $215.95 each for reporting purposes, and 139 shares were withheld to cover income and employment taxes, a non-market disposition. After these transactions, he directly holds 50,819.487 common shares, plus multiple non-qualified stock option grants and 1,018.466 notional stock units that each track one share of common stock.
Insider Trade Summary
471.698 shares exercised/converted
Exercise
9 txns
Insider
CARY RICHARD C
Role
Controller, CAO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 471.698 | $0.00 | $0.00 |
| Exercise | Common Stock | 471.698 | $215.95 | $102K |
| Exercise Price or Tax Liability | Common Stock | 139 | $215.95 | $30K |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Notional Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Phantom Stock — 160.685 contracts (Direct);
Common Stock — 50,819.487 shares (Direct);
Non-qualified Stock Option — 7,405 contracts (Direct);
Notional Stock Units — 1,018.466 contracts (Direct);
Common Stock — 418.699 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (7)
- F1. The transactions in this report relate solely to the distribution of vested shares under the Age 62 Plan and the withholding of shares to cover applicable income and employment taxes.
- F2. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F3. 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.
- F4. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F5. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F6. Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F7. The notional stock units become payable following the reporting person's separation from service with Gallagher.
Key Figures
Phantom stock exercised: 471.698 shares
Common stock value per share: $215.95 per share
Shares withheld for taxes: 139 shares
+5 more
8 metrics
Phantom stock exercised
471.698 shares
Converted into common stock on March 31, 2026
Common stock value per share
$215.95 per share
Value used for common stock transactions on March 31, 2026
Shares withheld for taxes
139 shares
Tax-withholding disposition at $215.95 per share
Direct common stock holdings
50,819.487 shares
Direct ownership after reported transactions
Indirect 401(k) holdings
418.699 shares
Common stock in Gallagher 401(k) plan account
Option at $127.90
2,349 underlying shares
Non-qualified stock option expiring March 16, 2028
Option at $158.56
2,265 underlying shares
Non-qualified stock option expiring March 15, 2029
Notional stock units
1,018.466 units
Each unit represents one Gallagher common share
Key Terms
Phantom Stock, Age 62 Plan, nonqualified deferred compensation plan, Non-qualified Stock Option, +2 more
6 terms
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.
Age 62 Plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company."
nonqualified deferred compensation plan financial
"awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock"
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.
Non-qualified Stock Option financial
"One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date."
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.
Notional Stock Units financial
"Each notional stock unit represents a right to receive one share of Gallagher common stock."
tax-withholding disposition financial
"withholding of shares to cover applicable income and employment taxes."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Arthur J. Gallagher (AJG) insider Richard C. Cary do in this Form 4?
Richard C. Cary exercised 471.698 phantom stock shares, receiving the same number of Gallagher common shares. These awards vested under the company’s Age 62 Plan, a nonqualified deferred compensation program, and represent routine compensation rather than an open-market stock purchase or sale.
What is the Age 62 Plan mentioned in the Arthur J. Gallagher (AJG) Form 4?
The Age 62 Plan is a nonqualified deferred compensation plan where awards are deemed invested in Gallagher common stock. Participants generally vest when they reach age 62, or after one year if they are already 61, and can receive shares upon vesting, as seen in Cary’s phantom stock distribution.
What ongoing equity incentives does Richard C. Cary retain in Arthur J. Gallagher (AJG)?
Cary retains several non-qualified stock options covering 2,349, 2,265, 1,572, and 1,219 underlying shares at exercise prices between $86.17 and $177.09. He also holds 1,018.466 notional stock units, each representing the right to receive one Gallagher common share.
How are notional stock units treated for Arthur J. Gallagher (AJG) insider Richard C. Cary?
Each notional stock unit represents a right to receive one share of Gallagher common stock. For Cary, these units become payable following his separation from service with Gallagher, providing future equity-based compensation aligned with the company’s long-term performance.
AI-generated analysis. How Rhea-AI works. Not financial advice.
