STOCK TITAN

Gallagher (AJG) vice president exercises notional units, now holding 68,903 common shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. vice president Vishal Jain reported routine equity compensation activity. He exercised notional stock units to acquire 2,162.694 shares of common stock through a derivative conversion, with no sales reported in this filing.

Following the transaction, Jain directly holds 68,903.384 shares of common stock and indirectly holds 491.113 shares through a Gallagher 401(k) plan account. He also retains several non-qualified stock option awards on common stock with exercise prices ranging from $86.17 to $337.74 per share, expiring between March 2027 and March 2033.

In addition, Jain holds 39,710.185 phantom stock units and 9,725.8456 notional stock units, each representing rights to receive Gallagher common shares as part of nonqualified deferred compensation and the company’s Age 62 Plan, which generally vests when participants reach age 62.

Positive

  • None.

Negative

  • None.
Insider Jain Vishal
Role VICE PRESIDENT
Type Security Shares Price Value
Exercise Notional Stock Units 2,162.694 $0.00 --
Exercise Common Stock 2,162.694 $229.57 $496K
holding Phantom Stock -- -- --
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 Common Stock -- -- --
Holdings After Transaction: Notional Stock Units — 9,725.846 shares (Direct, null); Common Stock — 68,903.384 shares (Direct, null); Phantom Stock — 39,710.185 shares (Direct, null); Non-qualified Stock Option — 14,319 shares (Direct, null); Common Stock — 491.113 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (1)
  1. Each notional stock unit represents a right to receive one share of Gallagher common stock. The notional stock units become payable in July 2026 and following the reporting person's separation from service with Gallagher. 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 exercisable 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. Grant date of 3/12/2020. 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. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
Shares acquired via exercise 2,162.694 shares Common stock received from notional stock unit conversion on 2026-07-01
Post-transaction direct holdings 68,903.384 shares Common stock directly held after transactions
401(k) indirect holdings 491.113 shares Common stock in Gallagher 401(k) plan account
Largest option block 14,319 shares at $228.20 Non-qualified stock option, expiration 2033-03-01
Lowest option exercise price $86.17/share for 10,450 shares Non-qualified stock option, expiration 2027-03-12
Phantom stock units 39,710.185 units Right to receive equivalent common shares under deferred compensation
Notional stock units remaining 9,725.8456 units Right to receive common shares, payable after separation and in July 2026
Derivative exercise count 1 transaction, 2,162.694 shares Exercise or conversion of derivative security reported in Form 4
Non-qualified Stock Option financial
"Non-qualified Stock Option"
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.
Phantom Stock financial
"Each share of phantom stock represents a right to receive one share"
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.
notional stock unit financial
"Each notional stock unit represents a right to receive one share"
Age 62 Plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan"
nonqualified deferred compensation plan financial
"the Age 62 Plan, a nonqualified deferred compensation plan of the Company"
A nonqualified deferred compensation plan is an arrangement where an employer lets select employees postpone receiving part of their pay or bonuses until a future date, often at retirement, so taxes are paid later. It matters to investors because these payouts are typically unsecured promises by the company—like an internal IOU—so they create future cash obligations and expose the company to extra liability risk if the business falters, and they also reveal how executives are being paid and motivated.
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FAQ

What insider transaction did Vishal Jain report at Arthur J. Gallagher (AJG)?

Vishal Jain reported exercising notional stock units to receive 2,162.694 Arthur J. Gallagher common shares. The filing shows this as a derivative exercise, with no accompanying share sales, indicating a compensation-related equity acquisition rather than an open-market purchase or sale.

How many Arthur J. Gallagher (AJG) shares does Vishal Jain hold after this Form 4?

After the reported activity, Vishal Jain directly holds 68,903.384 Arthur J. Gallagher common shares. He also indirectly holds 491.113 additional shares through a Gallagher 401(k) plan account, providing context on his overall equity exposure to the company.

What stock options does Vishal Jain retain in Arthur J. Gallagher (AJG)?

Vishal Jain retains several non-qualified stock options on Arthur J. Gallagher common stock, with exercise prices between $86.17 and $337.74 per share. These options cover underlying share amounts such as 8,284, 8,707, 9,587, 9,950, 10,450, 13,580 and 14,319 shares.

What are the phantom stock holdings reported for Vishal Jain at Arthur J. Gallagher (AJG)?

The filing shows Vishal Jain holding 39,710.185 phantom stock units tied to Arthur J. Gallagher common stock. Each phantom share represents a right to receive one common share under the company’s deferred compensation arrangements, rather than current ownership of actual shares.

What are the notional stock units in Vishal Jain’s Arthur J. Gallagher (AJG) filing?

Notional stock units represent rights to receive Gallagher common shares in the future. Jain reported 9,725.8456 such units after converting 2,162.694 units into common stock. Footnotes state these units become payable after his separation from service and in July 2026.

How does Arthur J. Gallagher’s Age 62 Plan affect Vishal Jain’s phantom stock awards?

The Age 62 Plan is a nonqualified deferred compensation plan where awards are deemed invested in Gallagher common stock. Participants, including Vishal Jain, generally vest in these phantom stock awards upon reaching age 62, or after one year if they were already at least 61.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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*
Jain Vishal

(Last)(First)(Middle)
2850 GOLF ROAD

(Street)
ROLLING MEADOWS ILLINOIS 60008

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co. [ AJG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
VICE PRESIDENT
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026M2,162.694A$229.5768,903.384D
Common Stock491.113IGallagher 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Notional Stock Units$0(1)07/01/2026M2,162.694 (2) (2)Common Stock2,162.694$09,725.8456D
Phantom Stock(3) (4) (4)Common Stock39,710.18539,710.185D
Non-qualified Stock Option$228.2 (5)03/01/2033Common Stock14,31914,319D
Non-qualified Stock Option$127.9 (6)03/16/2028Common Stock13,58013,580D
Non-qualified Stock Option$86.17 (6)(7)03/12/2027Common Stock10,45010,450D
Non-qualified Stock Option$158.56 (6)03/15/2029Common Stock9,9509,950D
Non-qualified Stock Option$337.74(8) (6)03/01/2032Common Stock9,5879,587D
Non-qualified Stock Option$243.54 (9)03/01/2031Common Stock8,7078,707D
Non-qualified Stock Option$177.09 (10)03/15/2030Common Stock8,2848,284D
Explanation of Responses:
1. Each notional stock unit represents a right to receive one share of Gallagher common stock.
2. The notional stock units become payable in July 2026 and following the reporting person's separation from service with Gallagher.
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 exercisable 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. Grant date of 3/12/2020.
8. Closing price of Gallagher common stock on February 28, 2025.
9. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
10. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
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 2026 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 attorney07/06/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)