Arthur J. Gallagher CFO converts notional units into stock; no sales

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. (AJG) – Form 4 insider activity

On 31 Jul 2025, Vice-President & Chief Financial Officer Douglas K. Howell converted 35,739.4628 notional stock units into an equal number of common shares under the company’s Supplemental Savings and Thrift Plan (transaction code “M”). The distribution was executed at a stated price of $0 in accordance with the executive’s prior deferral election.

After the conversion, Howell directly owns 117,776.7558 AJG shares, up from roughly 82 K, and still holds 177,994.9726 notional stock units scheduled to settle in 2024-2029. Indirect holdings include 3,165 shares held by his spouse and 418.691 shares in the company 401(k) plan.

No shares were sold and no cash was paid, so the filing reflects continued equity exposure rather than an open-market purchase. While economically neutral to the company, the additional ownership strengthens management-shareholder alignment.

Positive

• CFO increased direct ownership by 35,739 shares, boosting alignment with shareholders
• No shares were sold, avoiding negative insider-selling signal

Negative

• None.

Insights

Securities Analyst

TL;DR: Deferred-comp conversion adds 35.7 K shares to CFO’s stake; no sales; modestly positive governance signal, limited valuation impact.

The transaction is a plan-based distribution, not an open-market buy, so liquidity and price discovery are unaffected. However, Howell’s direct ownership rises ~44 %, underscoring long-term alignment with shareholders and reducing headline risk from insider selling. Because it is compensation already earned, I view the market impact as neutral to the stock price but incrementally positive for governance optics.

Corporate Governance Specialist

TL;DR: Routine payout under savings plan; strengthens skin-in-the-game, signals retention, no red flags.

Rule 10b5-1 is not invoked and the M-code indicates a straightforward derivative conversion. Absence of sales suggests confidence and avoids negative perception often associated with insider disposals. Because the shares stem from deferred compensation, dilution is already accounted for, and there is no cash outlay or preferential pricing. Impact on governance metrics is mildly positive; financial impact is immaterial.

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
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^*

HOWELL DOUGLAS K

(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)
	VP & Chief Financial Officer

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		35,739.4628	A	$0	117,776.7558	D
Common Stock								3,165	I	By Spouse(1)
Common Stock								418.691	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(2)	07/31/2025		M			35,739.4628	(3)	(3)	Common Stock	35,739.4628	$0	177,994.9726	D

Explanation of Responses:

1. The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.

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

3. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2024, 2025, 2026, 2028 and 2029 and following the reporting person's separation from service.

Remarks:

This report discloses the distribution of notional stock units (representing equity 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.
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.

FAQ

How many Arthur J. Gallagher (AJG) shares did CFO Douglas Howell acquire?

He converted 35,739.4628 notional stock units into common shares on 31 Jul 2025.

What is the CFO's total direct AJG share ownership after the Form 4 transaction?

His direct holdings rose to 117,776.7558 shares.

Were any AJG shares sold in this Form 4 filing?

No. The filing shows only acquisitions; no disposals were reported.

What does transaction code "M" mean in this context?

"M" denotes a conversion of derivative security (notional stock units) into common stock.

Was there any cash consideration for the shares acquired?

No, the shares were distributed at a stated price of $0 under a deferred compensation plan.