Arthur J. Gallagher Insider Adds 1,376 Shares via Deferred Comp Conversion

Rhea-AI Filing Summary

Form 4 highlights: On 07/31/2025 Arthur J. Gallagher & Co. (AJG) President Thomas J. Gallagher converted 1,376.035 notional stock units into an equal number of common shares under the company’s Supplemental Savings and Thrift Plan (transaction code M). The units carried a $0 exercise price because they represent previously deferred compensation.

Following the distribution, Gallagher’s direct holdings rise to 308,921.08 shares. He also retains substantial indirect ownership: 62,295 shares in a GRAT, 66,709 in an irrevocable trust, 181,228 held by his wife in various trusts, and 418.7 in a 401(k) plan. In aggregate, his economic exposure exceeds 619 k shares, while 10,233.3409 notional stock units remain outstanding for future settlement (payable in July 2025–26 or upon separation).

No open-market purchase or sale occurred; the conversion simply shifts deferred units into common stock and marginally increases insider equity alignment. The filing does not signal a change in company fundamentals or provide earnings guidance.

Positive

• Increased direct ownership: President added 1,376 shares, modestly raising insider equity alignment without reducing indirect holdings.

Negative

• None.

Insights

Senior Securities Analyst

TL;DR: Routine deferred-comp unit conversion; no cash outflow, minimal share-count impact, neutral signal.

The 1,376-share increase is immaterial (<0.1 % of AJG’s 208 m share count) and results from scheduled plan distributions, not discretionary trading. Gallagher continues to hold >600 k shares plus 10 k units, indicating long-term alignment. Because no shares were sold and there was no price, liquidity or sentiment effects are negligible. I classify the event as not impactful to valuation or near-term price action.

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
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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)
07/31/2025

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	07/31/2025		M		1,376.035	A	$0	308,921.08	D
Common Stock								62,295	I	By grantor retained annuity trust
Common Stock								66,709	I	By Irrevocable Trust
Common Stock								62,428	I	By wife
Common Stock								118,800	I	By wife as trustee(1)(2)
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
Notional Stock Units	$0(3)	07/31/2025		M			1,376.035	(4)	(4)	Common Stock	1,376.035	$0	10,233.3409	D

Explanation of Responses:

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.

2. These shares are held in trusts, for the benefit of the reporting person's children, of which his wife is a trustee.

3. Each notional stock unit represents a right to receive one share of Gallagher common stock.

4. 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 report discloses the distribution of notional stock units (representing compensation previously deferred by the reporting person in the Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan) in the form of Gallagher common stock. The timing of this distribution in July 2025 is in accordance with the terms of the Supplemental Savings and Thrift Plan and the reporting person's election at the time of deferral.

	/s/ Monica Norzagaray, by power of attorney	08/04/2025
	** 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.
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FAQ

How many Arthur J. Gallagher (AJG) shares did Thomas Gallagher acquire?

He converted 1,376.035 notional stock units into the same number of common shares.

Did the insider sell any AJG shares in this Form 4?

No. The filing reports a conversion (code M) with no open-market sales.

What is Gallagher’s total direct share ownership after the transaction?

Direct holdings stand at 308,921.08 shares.

How many derivative (notional) units remain outstanding?

Gallagher still holds 10,233.3409 notional stock units for future settlement.

Is this transaction part of a 10b5-1 trading plan?

The form does not indicate use of a 10b5-1 plan for this conversion.