AJG Form 4: Controller reports 6,000-share sale at $261

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. (AJG) officer stock transaction disclosed

The company’s Controller and Chief Accounting Officer reported selling 6,000 shares of Arthur J. Gallagher common stock on 11/18/2025 at a price of $261 per share. After this sale, the reporting person holds 50,667.789 shares directly and 418.699 shares through a Gallagher 401(k) plan account.

The filing also details various equity-based awards. These include phantom stock and notional stock units, each representing the right to receive one share of common stock, as well as multiple non-qualified stock options with exercise prices between $86.17 and $177.09 that generally become exercisable in thirds on the 3rd, 4th, and 5th anniversaries of their grant dates, with some options expiring between 03/12/2027 and 03/15/2030.

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^*

CARY RICHARD C

(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)
	Controller, CAO

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025

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	11/18/2025		S		6,000	D	$261	50,667.789	D
Common Stock								418.699	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
Phantom Stock	(1)							(2)	(2)	Common Stock	627.641		627.641	D
Non-qualified Stock Option	$127.9							(3)	03/16/2028	Common Stock	2,349		2,349	D
Non-qualified Stock Option	$158.56							(3)	03/15/2029	Common Stock	2,265		2,265	D
Non-qualified Stock Option	$177.09							(4)	03/15/2030	Common Stock	1,572		1,572	D
Notional Stock Units	(5)							(6)	(6)	Common Stock	850.506		850.506	D
Non-qualified Stock Option	$86.17							(3)	03/12/2027	Common Stock	1,219		1,219	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.

3. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

4. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

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

6. The notional stock units become payable following the reporting person's separation from service with Gallagher.

Remarks:

Exhibit List: Ex-24: Power of Attorney.

	/s/ Monica Norzagaray, by power of attorney	11/20/2025
	** 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).
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FAQ

What insider transaction did Arthur J. Gallagher (AJG) report on this Form 4?

The Controller and Chief Accounting Officer of Arthur J. Gallagher & Co. (AJG) reported an open-market sale of 6,000 shares of AJG common stock on 11/18/2025 at a price of $261 per share.

How many Arthur J. Gallagher (AJG) shares does the officer own after the reported sale?

Following the transaction, the reporting officer beneficially owns 50,667.789 AJG common shares directly and 418.699 shares indirectly through a Gallagher 401(k) plan account.

What types of derivative or equity-based awards are disclosed for the AJG officer?

The filing lists phantom stock, notional stock units, and several non-qualified stock options. Each phantom or notional stock unit represents a right to receive one share of Arthur J. Gallagher common stock.

How do the Age 62 Plan awards work for Arthur J. Gallagher (AJG)?

The phantom stock awards under the Age 62 Plan, a nonqualified deferred compensation plan, are deemed invested in AJG common stock. Participants vest when they attain age 62, or after one year if they have already attained age 61.

When do the non-qualified stock options for the AJG officer become exercisable?

For the non-qualified stock options disclosed, one-third of each grant generally becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date, with expiration dates including 03/12/2027, 03/16/2028, 03/15/2029, and 03/15/2030.

What triggers payment of the notional stock units for the Arthur J. Gallagher officer?

Each notional stock unit represents a right to receive one share of AJG common stock, and the units become payable following the reporting person’s separation from service with Arthur J. Gallagher.