AJG VP exercises phantom stock, covers taxes
Arthur J. Gallagher & Co. vice president Vishal Jain exercised 50.921 phantom stock units into an equal number of common shares and used the same 50.921 shares to satisfy tax obligations.
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Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. vice president Vishal Jain exercised 50.921 phantom stock units into an equal number of common shares and used the same 50.921 shares to satisfy tax obligations. The tax-withholding disposition was recorded at a share price of $215.95.
After these transactions, Jain directly holds 66,740.690 common shares and has an additional 491.113 shares held indirectly through a Gallagher 401(k) plan account. He also retains several non-qualified stock option grants over Gallagher common stock with exercise prices ranging from $86.17 to $337.74 and expirations between 2027 and 2033, plus 5,500.2426 notional stock units payable following separation from service.
Insider Trade Summary
50.921 shares exercised/converted
Exercise
12 txns
Insider
Jain Vishal
Role
VICE PRESIDENT
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 50.921 | $0.00 | $0.00 |
| Exercise | Common Stock | 50.921 | $215.95 | $11K |
| Exercise Price or Tax Liability | Common Stock | 50.921 | $215.95 | $11K |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| 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 — 39,580.459 contracts (Direct);
Common Stock — 66,740.69 shares (Direct);
Non-qualified Stock Option — 74,877 contracts (Direct);
Notional Stock Units — 5,500.2426 contracts (Direct);
Common Stock — 491.113 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (10)
- F1. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F2. 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.
- F3. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F4. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F5. Grant date of 3/12/2020.
- F6. Closing price of Gallagher common stock on February 28, 2025.
- F7. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F8. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F9. Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F10. The notional stock units become payable following the reporting person's separation from service with Gallagher.
Key Figures
Phantom stock exercised: 50.921 shares
Tax-withholding shares: 50.921 shares
Price for tax withholding: $215.95 per share
+4 more
7 metrics
Phantom stock exercised
50.921 shares
Phantom Stock converted into common stock on 2026-03-31
Tax-withholding shares
50.921 shares
Common Stock delivered for tax obligations at $215.95/share
Price for tax withholding
$215.95 per share
Value used for F-code tax-withholding disposition
Direct common shares after
66,740.690 shares
Direct Common Stock holdings following transactions
Indirect 401(k) shares
491.113 shares
Common Stock held via Gallagher 401(k) plan account
Largest option grant
14,319 shares at $228.20
Non-qualified Stock Option expiring 2033-03-01
Notional stock units
5,500.2426 units
Each unit represents one common share, payable after separation
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..."
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
"Non-qualified Stock Option ... One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries..."
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
"Payment of exercise price or tax liability by delivering securities"
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 AJG vice president Vishal Jain report in this Form 4?
Vishal Jain reported exercising 50.921 phantom stock units into 50.921 Arthur J. Gallagher common shares, then using the same 50.921 shares to cover tax obligations. These are compensation-related transactions, not open-market share purchases or sales, and primarily adjust how his equity awards are held.
What are the key details of the phantom stock exercise reported by AJG’s Vishal Jain?
Each phantom stock unit represents a right to receive one Gallagher common share. Jain exercised 50.921 phantom units into 50.921 common shares at a stated exercise price of $0.00, then delivered the same number of common shares at $215.95 per share to satisfy tax-related obligations.
Does this AJG Form 4 show an open-market sale by Vishal Jain?
The filing does not show an open-market sale. It reports an exercise of phantom stock and an F-code tax-withholding disposition, where 50.921 shares were delivered to cover tax liabilities. Such F-code entries reflect tax payments rather than discretionary sales into the open market.
What are the notional stock units mentioned in Vishal Jain’s AJG filing?
The filing shows 5,500.2426 notional stock units, each representing a right to receive one Gallagher common share. According to the footnotes, these notional stock units become payable following Jain’s separation from service with Gallagher, functioning as part of his deferred equity-based compensation.
AI-generated analysis. How Rhea-AI works. Not financial advice.
