Arthur J. Gallagher (AJG) VP discloses option exercise and share sale

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. executive activity shows a mix of option exercise, sale, and updated equity holdings. On 12/23/2025, a vice president exercised a non-qualified stock option for 4,000 shares of common stock at an exercise price of $79.59 per share, increasing directly held shares.

That same day, the vice president sold 4,000 shares of common stock at an average price of $258.11 per share, based on multiple trades within a $258.000–$258.600 range, and made a gift of 388 shares. After these transactions, the executive directly owned 16,938.7322 shares of common stock and held 418.658 shares indirectly through a Gallagher 401(k) plan account.

The filing also reports 20,125.736 shares of phantom stock and 1,584.532 notional stock units, each representing a right to receive one share of Gallagher common stock, along with multiple non-qualified stock option grants with various exercise prices and expiration dates.

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^*

Mead Christopher E

(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)
	VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2025

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	12/23/2025		M		4,000	A	$79.59	21,326.7322	D
Common Stock	12/23/2025		S		4,000	D	$258.11(1)	17,326.7322	D
Common Stock	12/23/2025		G		388	D	$0	16,938.7322(2)	D
Common Stock								418.658	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	(3)							(4)	(4)	Common Stock	20,125.736		20,125.736	D
Non-qualified Stock Option	$86.17							(5)	03/12/2027	Common Stock	11,090		11,090	D
Non-qualified Stock Option	$127.9							(5)	03/16/2028	Common Stock	11,725		11,725	D
Non-qualified Stock Option	$158.56							(5)	03/15/2029	Common Stock	8,420		8,420	D
Non-qualified Stock Option	$177.09							(6)	03/15/2030	Common Stock	7,009		7,009	D
Non-qualified Stock Option	$243.54							(7)	03/01/2031	Common Stock	7,368		7,368	D
Non-qualified Stock Option	$337.74(8)							(5)	03/01/2032	Common Stock	8,264		8,264	D
Notional Stock Units	(9)							(10)	(10)	Common Stock	1,584.532		1,584.532	D
Non-qualified Stock Option	$79.59	12/23/2025		M			4,000	(5)	03/14/2026	Common Stock	4,000	$0	4,000	D

Explanation of Responses:

1. The price reported is an average weighted price. The shares were sold in multiple transactions on 12/23/2025 at prices ranging from $258.000 to $258.600. 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 ranges set forth in the footnotes to this Form 4.

2. In the past, Common Stock and Common Stock (Restricted) were reported as two separate line items. In the future, they will be reported as a combined total as is stated on this Form.

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

4. 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.

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

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

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

8. Closing price of Gallagher common stock on February 28, 2025.

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

10. 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	12/29/2025
	** 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 in this Form 4?

The filing reports that a vice president of Arthur J. Gallagher & Co. exercised a non-qualified stock option for 4,000 shares of common stock on 12/23/2025, then sold 4,000 shares of common stock and made a gift of 388 shares on the same date.

How many Arthur J. Gallagher (AJG) shares were sold and at what price?

The vice president sold 4,000 shares of common stock on 12/23/2025 at an average weighted price of $258.11 per share, with individual transaction prices ranging from $258.000 to $258.600.

What is the reporting person’s role at Arthur J. Gallagher (AJG)?

The reporting person is identified as an Officer of Arthur J. Gallagher & Co., with the title Vice President, and is not listed as a director or 10% owner.

What are the vice president’s AJG shareholdings after these transactions?

Following the reported transactions, the vice president directly owned 16,938.7322 shares of Arthur J. Gallagher common stock and held an additional 418.658 shares indirectly through a Gallagher 401(k) plan account.

What derivative and deferred stock awards does the AJG vice president hold?

The filing lists 20,125.736 shares of phantom stock, multiple non-qualified stock options with various exercise prices and expiration dates, and 1,584.532 notional stock units, each tied to one share of Arthur J. Gallagher common stock.

What does the phantom stock reported by the AJG vice president represent?

Each share of phantom stock represents a right to receive one share of Gallagher common stock, and certain awards are associated with the Company’s Age 62 Plan, a nonqualified deferred compensation plan.

How do the notional stock units for the AJG vice president work?

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