STOCK TITAN

Arthur J. Gallagher (NYSE: AJG) president logs large option grant and tax share withholding

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. President Thomas Joseph Gallagher reported several equity-related transactions. He received a grant of 22,219 non-qualified stock options at an exercise price of $228.20 per share, with one-third becoming exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. He also exercised 28,200 non-qualified stock options at $75.59 per share, acquiring the same number of common shares. To cover the exercise price and required tax withholdings, 17,555 common shares were withheld by the company as a tax-withholding disposition. Following these transactions, he continues to hold substantial common stock directly and indirectly through his wife, various trusts, and a 401(k) plan, some of which he formally disclaims beneficial ownership. He also holds 11,110.1805 notional stock units, each representing a right to receive one share of common stock, with portions payable in shares in July of 2025 and 2026 and after separation from service.

Positive

  • None.

Negative

  • None.
Insider GALLAGHER THOMAS JOSEPH
Role President
Type Security Shares Price Value
Grant/Award Non-qualified Stock Option 22,219 $228.20 $5.07M
Exercise Non-qualified Stock Option 28,200 $0.00 --
Exercise Common Stock 28,200 $75.59 $2.13M
Tax Withholding Common Stock 17,555 $221.695 $3.89M
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 -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Non-qualified Stock Option — 22,219 shares (Direct); Common Stock — 318,691.08 shares (Direct); Notional Stock Units — 11,110.181 shares (Direct); Common Stock — 119,175 shares (Indirect, By wife as trustee)
Footnotes (1)
  1. Represents the number of shares withheld by the Company as a result of the net exercise of stock options and used to pay the exercise price and required tax withholdings. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. These shares are held in trusts, for the benefit of the reporting person's children, of which his wife is a trustee. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Closing price of Gallagher common stock on February 28, 2025. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Each notional stock unit represents a right to receive one share of Gallagher common stock. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2025 and 2026 and following the reporting person's separation from service.
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
Estimated average burden
hours per response: 0.5
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*
GALLAGHER THOMAS JOSEPH

(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)
President
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
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 02/26/2026 M 28,200 A $75.59 318,691.08 D
Common Stock 02/26/2026 F 17,555(1) D $221.695 290,491.08 D
Common Stock 119,175 I By wife as trustee(2)(3)
Common Stock 96,709 I By Irrevocable Trust
Common Stock 62,295 I By grantor retained annuity trust
Common Stock 32,428 I By wife
Common Stock 418.7 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 02/26/2026 M 28,200 (4) 03/14/2026 Common Stock 28,200 $0 0 D
Non-qualified Stock Option $228.2 03/01/2026 A 22,219 (5) 03/01/2033 Common Stock 22,219 $228.2 22,219 D
Non-qualified Stock Option $127.9 (4) 03/16/2028 Common Stock 32,895 32,895 D
Non-qualified Stock Option $86.17 (4) 03/12/2027 Common Stock 31,340 31,340 D
Non-qualified Stock Option $158.56 (4) 03/15/2029 Common Stock 15,310 15,310 D
Non-qualified Stock Option $243.54 (6) 03/01/2031 Common Stock 15,070 15,070 D
Non-qualified Stock Option $337.74(7) (4) 03/01/2032 Common Stock 14,876 14,876 D
Non-qualified Stock Option $177.09 (8) 03/15/2030 Common Stock 12,744 12,744 D
Notional Stock Units $0(9) (10) (10) Common Stock 11,110.1805 11,110.1805 D
Explanation of Responses:
1. Represents the number of shares withheld by the Company as a result of the net exercise of stock options and used to pay the exercise price and required tax withholdings.
2. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
3. These shares are held in trusts, for the benefit of the reporting person's children, of which his wife is a trustee.
4. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
5. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
6. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
7. Closing price of Gallagher common stock on February 28, 2025.
8. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
9. Each notional stock unit represents a right to receive one share of Gallagher common stock.
10. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2025 and 2026 and following the reporting person's separation from service.
Remarks:
This filing reports the net exercise of stock options scheduled to expire on March 14, 2026 and a stock option award granted on March 1, 2026. Ex-24: Power of Attorney.
/s/ Monica Norzagaray, by power of attorney 03/02/2026
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did AJG President Thomas J. Gallagher report on this Form 4?

Thomas J. Gallagher reported an option grant, an option exercise, and a tax-withholding share disposition. He also updated his direct and indirect holdings in common stock, non-qualified stock options, and notional stock units held through various accounts and trusts.

How many stock options were granted to AJG President Thomas J. Gallagher?

He was granted 22,219 non-qualified stock options at an exercise price of $228.20 per share. One-third of this option grant becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date, creating a multi-year vesting schedule.

What stock option exercise did Thomas J. Gallagher complete according to the AJG Form 4?

He exercised 28,200 non-qualified stock options at an exercise price of $75.59 per share, acquiring 28,200 shares of Arthur J. Gallagher & Co. common stock as a result of this derivative conversion transaction reported under code M.

Why were 17,555 AJG shares disposed of in Thomas J. Gallagher’s filing?

The 17,555 common shares reflect stock withheld by the company to pay the option exercise price and required tax withholdings. This disposition, coded F, represents a tax-withholding mechanism rather than an open-market sale by the reporting person.

What indirect AJG share holdings are associated with Thomas J. Gallagher?

Indirect holdings include common stock held by his wife as trustee, in irrevocable and grantor retained annuity trusts, by his wife personally, and in a Gallagher 401(k) plan account. He disclaims beneficial ownership of certain shares held in these trust arrangements.

What are the notional stock units reported by Thomas J. Gallagher at AJG?

He holds 11,110.1805 notional stock units, each representing a right to receive one share of Arthur J. Gallagher & Co. common stock. Portions are payable in shares in July 2025 and July 2026 and after his separation from service.