Gallagher (NYSE: AJG) VP gains shares through performance-based stock award

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. Vice President Scott R. Hudson reported compensation-related equity activity on March 15, 2026. He received 7,170 shares of restricted common stock from performance share units that were earned and vested, which then converted into common stock. 2,828 shares were withheld at $207.93 per share to cover taxes, and he now holds 90,262 common shares directly, along with additional stock options, notional stock units and phantom stock tied to Gallagher common stock.

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^*

Hudson Scott R

(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)
03/15/2026

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 (restricted)	03/15/2026		A		7,170(1)	A	$0	7,170	D
Common Stock (restricted)	03/15/2026		M		7,170	D	$0	0	D
Common Stock	03/15/2026		M		7,170	A	$0	93,090	D
Common Stock	03/15/2026		F		2,828	D	$207.93	90,262	D
Common Stock								411.467	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
Non-qualified Stock Option	$86.17							(2)	03/12/2027	Common Stock	24,370		24,370	D
Non-qualified Stock Option	$127.9							(2)	03/16/2028	Common Stock	23,025		23,025	D
Non-qualified Stock Option	$228.2							(3)	03/01/2033	Common Stock	15,800		15,800	D
Non-qualified Stock Option	$158.56							(2)	03/15/2029	Common Stock	11,480		11,480	D
Non-qualified Stock Option	$337.74(4)							(2)	03/01/2032	Common Stock	10,579		10,579	D
Non-qualified Stock Option	$243.54							(5)	03/01/2031	Common Stock	10,047		10,047	D
Non-qualified Stock Option	$177.09							(6)	03/15/2030	Common Stock	9,558		9,558	D
Notional Stock Units	(7)							(8)	(8)	Common Stock	4,134.7414		4,134.7414	D
Phantom Stock	(9)							(10)	(10)	Common Stock	3,764.121		3,764.121	D

Explanation of Responses:

1. Performance share units (awarded on March 15, 2023) earned and vested as of March 15, 2026.

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

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

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

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 exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

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

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

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

10. 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.

	/s/ Monica Norzagaray, by power of attorney	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Arthur J. Gallagher (AJG) report for Scott R. Hudson?

Arthur J. Gallagher Vice President Scott R. Hudson received 7,170 restricted common shares from vested performance share units. These converted into common stock, with 2,828 shares withheld to cover taxes, and increased his directly held stake to 90,262 common shares plus plan-based awards.

Did the Arthur J. Gallagher (AJG) insider Form 4 involve an open-market stock sale?

The Form 4 shows no open-market sale by Scott R. Hudson. Instead, 2,828 shares were disposed of solely to satisfy tax obligations at $207.93 per share, which is a non-market, automatic withholding tied to the equity award vesting and conversion.

How many Arthur J. Gallagher (AJG) shares does Scott R. Hudson now own directly?

After the March 15, 2026 transactions, Scott R. Hudson directly owns 90,262 shares of Arthur J. Gallagher common stock. He also has additional indirect holdings through a 401(k) plan and various stock options, notional stock units, and phantom stock linked to AJG shares.

What was the size of the performance-based stock award reported by Arthur J. Gallagher (AJG)?

Scott R. Hudson received 7,170 shares of restricted common stock earned from performance share units awarded on March 15, 2023. Those units vested as of March 15, 2026 and converted into common shares, forming the core of the reported equity compensation event.

How were taxes handled on Scott R. Hudson’s Arthur J. Gallagher (AJG) stock award?

To satisfy tax obligations on the vested performance share units, 2,828 Gallagher common shares were withheld at $207.93 per share. This F-code disposition reflects tax withholding by the issuer, not an elective open-market sale by the executive.

What ongoing equity incentives does Scott R. Hudson hold at Arthur J. Gallagher (AJG)?

Beyond common shares, Scott R. Hudson holds multiple non-qualified stock options with exercise prices between $86.17 and $337.74, plus notional stock units and phantom stock. Each notional or phantom unit represents the right to receive one Gallagher common share in the future.