Arthur J. Gallagher (NYSE: AJG) legal chief sells 12,000 shares
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. (AJG) reported that its General Counsel, Walter D. Bay, sold 12,000 shares of Common Stock on August 24, 2026, in an open-market transaction at a weighted average price of $270.081 per share, with individual trades between $270.01 and $270.17. Following this sale, he directly holds 71,292.092 Common shares, plus an additional 491.129 shares indirectly through a Gallagher 401(k) plan account. He also retains various equity-linked awards, including non-qualified stock options over multiple blocks of Common Stock and holdings of 5,828.5456 Notional Stock Units and 4,007.175 Phantom Stock units, each representing a right to receive one share of Gallagher common stock under the company’s compensation and deferred compensation programs.
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Insights
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Insider Trade Summary
Net Seller: 12,000 shares
Net Sell
11 txns
Insider
Bay Walter D.
Role
General Counsel
Sold
12,000 shs ($3.24M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F1 | 12,000 | $270.081 | $3.24M |
| holding | Non-qualified Stock Option F2 | -- | -- | -- |
| holding | Non-qualified Stock Option F2 | -- | -- | -- |
| holding | Non-qualified Stock Option F3 | -- | -- | -- |
| holding | Non-qualified Stock Option F2 | -- | -- | -- |
| holding | Non-qualified Stock Option F4, F2 | -- | -- | -- |
| holding | Non-qualified Stock Option F5 | -- | -- | -- |
| holding | Non-qualified Stock Option F6 | -- | -- | -- |
| holding | Notional Stock Units F7, F8 | -- | -- | -- |
| holding | Phantom Stock F9, F10 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 71,292.092 shares (Direct);
Non-qualified Stock Option — 102,173 shares (Direct);
Notional Stock Units — 5,828.5456 shares (Direct);
Phantom Stock — 4,007.175 shares (Direct);
Common Stock — 491.129 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (10)
- F1. The price reported is an average weighted price. The shares were sold in multiple transactions on 8/24/2026 at prices ranging from $270.01 to $270.17. 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 range set forth in this footnote.
- F2. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F3. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F4. Closing price of Gallagher common stock on February 28, 2025.
- F5. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F6. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F7. Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F8. The notional stock units become payable in July 2026 and following the reporting person's separation from service with Gallagher.
- F9. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F10. 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 in the year they attain age 62, or after a one-year period for participants who have attained age 61.
Key Figures
Shares sold: 12,000 shares of Common Stock
Weighted average sale price: $270.081 per share
Direct Common Stock holdings after transaction: 71,292.092 shares
+5 more
8 metrics
Shares sold
12,000 shares of Common Stock
Open-market sale on August 24, 2026
Weighted average sale price
$270.081 per share
Average across multiple trades between $270.01 and $270.17 on August 24, 2026
Direct Common Stock holdings after transaction
71,292.092 shares
Direct ownership following the August 24, 2026 sale
Indirect 401(k) holdings
491.129 shares
Common Stock held through Gallagher 401(k) plan account
Notional Stock Units
5,828.5456 units
Each unit represents a right to receive one share of Gallagher common stock
Phantom Stock units
4,007.175 units
Awards under the Age 62 Plan, deemed invested in Company common stock
Stock option exercise price example
$127.9000
Non-qualified Stock Option on Common Stock expiring March 16, 2028, covering 24,500 underlying shares
Highest option exercise price listed
$337.7400
Non-qualified Stock Option on Common Stock expiring March 1, 2032, covering 11,350 underlying shares
Key Terms
Non-qualified Stock Option, Notional Stock Units, Phantom Stock, Age 62 Plan, +1 more
5 terms
Non-qualified Stock Option financial
"security_title: "Non-qualified Stock Option""
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
"security_title: "Notional Stock Units""
Phantom Stock financial
"security_title: "Phantom 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
"awards under the Age 62 Plan, a nonqualified deferred compensation plan"
nonqualified deferred compensation plan financial
"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.
FAQ
What insider transaction did AJG report for Walter D. Bay on August 24, 2026?
AJG reported that General Counsel Walter D. Bay sold 12,000 shares of Common Stock on August 24, 2026, in an open-market transaction at a weighted average price of $270.081 per share, with trade prices ranging from $270.01 to $270.17.
What equity awards in AJG does Walter D. Bay continue to hold?
Walter D. Bay continues to hold multiple Non-qualified Stock Options on AJG Common Stock, including blocks with exercise prices such as $127.90 and $228.20, and expiration dates between 2027 and 2033, as well as Notional Stock Units and Phantom Stock units tied to AJG shares.
What are Bay’s Notional Stock Units and Phantom Stock holdings in AJG?
He holds 5,828.5456 Notional Stock Units and 4,007.175 Phantom Stock units, each representing a right to receive one share of AJG common stock. The phantom stock awards are under the company’s Age 62 Plan, a nonqualified deferred compensation plan.
Was the AJG insider sale by Walter D. Bay under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5-1 checkbox is not affirmed for this report, and no footnote states that the 12,000-share sale was executed under a Rule 10b5-1 or other pre-arranged trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
