Arthur J. Gallagher (NYSE: AJG) president vests phantom and notional stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. President Thomas Joseph Gallagher reported routine compensation-related equity activity. On March 31, 2026, he exercised 76.382 shares of phantom stock into the same number of common shares, and an equal 76.382 shares of common stock were withheld to cover tax obligations at $215.95 per share, resulting in no net change in his direct common share count from this vesting event.
Following these transactions, Gallagher directly holds 323,391.080 shares of common stock and 20,214.460 shares of phantom stock under the company’s Age 62 nonqualified deferred compensation plan. He also retains several blocks of non-qualified stock options over Gallagher common stock with exercise prices ranging from $86.17 to $337.74 and expirations between 2027 and 2033, plus notional stock units where each unit represents one share of common stock, with portions scheduled to be paid in shares in July 2025 and July 2026 and after separation from service. Additional common shares are held indirectly in family and retirement-related accounts, including trusts and a 401(k) plan, with certain trust-held shares reported alongside a disclaimer of beneficial ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
76.382 shares exercised/converted
Mixed
16 txns
Insider
GALLAGHER THOMAS JOSEPH
Role
President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 76.382 | $0.00 | -- |
| Exercise | Common Stock | 76.382 | $215.95 | $16K |
| Tax Withholding | Common Stock | 76.382 | $215.95 | $16K |
| 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 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Phantom Stock — 20,214.46 shares (Direct);
Common Stock — 323,467.462 shares (Direct);
Non-qualified Stock Option — 32,895 shares (Direct);
Notional Stock Units — 11,445.749 shares (Direct);
Common Stock — 62,295 shares (Indirect, By grantor retained annuity trust)
Footnotes (1)
- 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. Each share of phantom stock represents a right to receive one share of Gallagher common stock. 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. 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 exercisable 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.
Key Figures
Phantom shares exercised: 76.382 shares
Tax-withheld shares: 76.382 shares
Direct common holdings: 323,391.080 shares
+5 more
8 metrics
Phantom shares exercised
76.382 shares
Phantom stock converted to common on March 31, 2026
Tax-withheld shares
76.382 shares
Common stock withheld at $215.95 per share for taxes
Direct common holdings
323,391.080 shares
Common stock directly held after transactions
Remaining phantom stock
20,214.460 shares
Age 62 Plan phantom stock balance after vesting
Low option exercise price
$86.17 per share
Non-qualified stock option exercise price expiring March 12, 2027
High option exercise price
$337.74 per share
Non-qualified stock option exercise price expiring March 1, 2032
Notional stock units
11,445.7485 units
Each unit represents one share of common stock
Indirect 401(k) shares
491.1400 shares
Common stock in Gallagher 401(k) plan account
Key Terms
Phantom Stock, Non-qualified Stock Option, Notional Stock Units, nonqualified deferred compensation plan, +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.
Non-qualified Stock Option financial
"Non-qualified Stock Option ... underlying security title Common Stock with specified exercise prices and expirations."
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."
nonqualified deferred compensation plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company."
grantor retained annuity trust financial
"Common Stock ... indirect ownership nature: By grantor retained annuity trust."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Irrevocable Trust financial
"Common Stock ... indirect ownership nature: By Irrevocable Trust."
FAQ
What insider transaction did AJG president Thomas Joseph Gallagher report?
He reported a routine vesting event: 76.382 phantom stock units were exercised into the same number of Arthur J. Gallagher (AJG) common shares, and 76.382 shares were simultaneously withheld to cover tax obligations at $215.95 per share, leaving his direct holdings essentially unchanged.
What are the details of the phantom stock and Age 62 Plan for AJG’s president?
Gallagher holds 20,214.460 shares of phantom stock under the company’s Age 62 nonqualified deferred compensation plan. Each phantom share represents a right to receive one AJG common share, with vesting generally tied to reaching age 62 or specific one-year periods for older participants.
What stock options does Thomas Gallagher retain in Arthur J. Gallagher (AJG)?
He retains multiple non-qualified stock option awards over AJG common stock, with underlying share amounts such as 32,895 and 31,340 and exercise prices between $86.17 and $337.74. These options expire from 2027 through 2033 and typically become exercisable in thirds on specified anniversaries.
What are notional stock units in this Arthur J. Gallagher (AJG) filing?
Notional stock units are deferred awards where each unit represents a right to receive one AJG common share. Gallagher holds 11,445.7485 such units, with portions payable in shares in July 2025, July 2026, and after his separation from service, according to the compensation plan terms.
Does Thomas Gallagher have indirect holdings of Arthur J. Gallagher (AJG) stock?
Yes. The filing lists indirect AJG common stock holdings through family-related trusts, his spouse, and a 401(k) plan account. For certain trust-held shares, the report notes that Gallagher disclaims beneficial ownership, meaning they are reported for transparency but not asserted as his personal economic interest.