AJG (NYSE: AJG) CFO granted 2,643 phantom stock units under Age 62 Plan

Rhea-AI Filing Summary

HOWELL DOUGLAS K reported acquisition or exercise transactions in this Form 4 filing.

Arthur J. Gallagher & Co. Vice President and Chief Financial Officer Douglas K. Howell reported receiving an award of 2,643.055 shares of phantom stock on March 4, 2026 at a reference price of $227.010 per share. After this grant, his directly held phantom stock balance increased to 6,928.978 shares.

Each share of phantom stock represents a right to receive one share of Gallagher common stock. The award was made under the company’s Age 62 Plan, a nonqualified deferred compensation program where participants vest upon reaching age 62, or after one year for participants who are at least 61.

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

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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^*

HOWELL DOUGLAS K

(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)
	VP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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

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
Phantom Stock	(1)	03/04/2026		A		2,643.055		(2)	(2)	Common Stock	2,643.055	$227.01	6,928.978	D

Explanation of Responses:

1. Each share of phantom stock represents a right to receive one share of Gallagher common stock.

2. 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.

	/s/ Douglas K. Howell	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did AJG CFO Douglas Howell report on this Form 4?

Douglas K. Howell reported receiving an award of 2,643.055 shares of phantom stock. The grant was recorded at a reference price of $227.010 per share, increasing his directly held phantom stock balance to 6,928.978 shares under Arthur J. Gallagher & Co.’s Age 62 Plan.

What is the value reference for the phantom stock granted to AJG’s CFO?

The phantom stock award to the AJG CFO used a reference price of $227.010 per share. This price applies to the 2,643.055 phantom stock units granted, helping quantify the size of the noncash deferred compensation linked to Gallagher common stock performance for the reporting person.

How many phantom stock units does AJG CFO hold after this transaction?

Following the reported grant, the AJG CFO holds 6,928.978 phantom stock units directly. These units represent rights tied to Gallagher common stock under the company’s nonqualified deferred compensation structure, reflecting cumulative awards credited to him through the Age 62 Plan.

What does AJG’s phantom stock represent for the reporting person?

Each share of phantom stock represents a right to receive one share of Arthur J. Gallagher & Co. common stock. This structure tracks the value of actual shares without immediate delivery, forming part of the reporting person’s deferred compensation aligned with the company’s equity performance.

What is the Age 62 Plan mentioned in the AJG Form 4 footnotes?

The Age 62 Plan is a nonqualified deferred compensation plan of Arthur J. Gallagher & Co. Awards, deemed invested in company common stock at the participant’s election, generally vest when participants reach age 62 or after one year for participants who have already attained age 61.

Is the AJG CFO’s phantom stock award a direct or indirect holding?

The Form 4 identifies the CFO’s phantom stock holdings as direct. This means the reported 6,928.978 phantom stock units are attributed directly to him, rather than through an intermediary entity such as a trust, partnership, or family investment vehicle.