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Arthur J. Gallagher CFO Howell exercises 17,130 options

The report describes the additional share sales as covering Howell’s tax obligations and other purposes.

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Form Type
4

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. VP & Chief Financial Officer Douglas K. Howell exercised 17,130 expiring options on November 2, 2026, at $86.17 per share, acquiring 17,130 common shares, and sold 17,130 shares at $275.00 each. He also sold 13,374 shares at a reported weighted-average price of $275.303 and 492 shares at $275.912. The report describes the additional sales as covering tax obligations and other purposes; no Rule 10b5-1 plan is reported.

Insider HOWELL DOUGLAS K
Role VP & Chief Financial Officer
Sold 30,996 shs ($8.53M)
Approx. gross sale proceeds $8.53M
Approx. exercise cost $1.48M
Share of Position Sold 25.0%
Type Security Shares Price Value
Exercise Non-qualified Stock Option F4 17,130 $0.00 $0.00
Exercise Common Stock 17,130 $86.17 $1.48M
Sale Common Stock 17,130 $275.00 $4.71M
Sale Common Stock F1 13,374 $275.303 $3.68M
Sale Common Stock F2 492 $275.912 $136K
Holding Notional Stock Units F5, F6 -- -- --
Holding Notional Stock Units F5, F7 -- -- --
Holding Non-qualified Stock Option F4 -- -- --
Holding Non-qualified Stock Option F8 -- -- --
Holding Non-qualified Stock Option F4 -- -- --
Holding Non-qualified Stock Option F9, F4 -- -- --
Holding Non-qualified Stock Option F10 -- -- --
Holding Non-qualified Stock Option F11 -- -- --
Holding Phantom Stock F12, F13 -- -- --
Holding Common Stock F3 -- -- --
Holding Common Stock -- -- --
Holdings After Transaction: Non-qualified Stock Option — 105,264 contracts (Direct); Common Stock — 92,961.323 shares (Direct); Notional Stock Units — 394,296.0066 contracts (Direct); Phantom Stock — 6,889.431 contracts (Direct); Common Stock — 3,165 shares (Indirect, By Spouse); Common Stock — 491.131 shares (Indirect, Gallagher 401(k) plan account)
Holdings Before and After: Non-qualified Stock Option, 122,394 to 105,264 contracts (Direct); Common Stock, 106,827.323 to 92,961.323 shares (Direct)
Other Insiders: 1 other insider reported open-market sales of this stock in the 30 days up to this filing.
Footnotes (13)
  1. F1. The price reported is an average weighted price. The shares were purchased in multiple transactions at prices ranging from $274.84 to $275.465. 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 purchased at each separate price within the range set forth in this footnote.
  2. F2. The price reported is an average weighted price. The shares were purchased in multiple transactions at prices ranging from $275.91 to $275.92. 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 purchased at each separate price within the range set forth in this footnote.
  3. F3. The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.
  4. F4. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  5. F5. Each notional stock unit represents a right to receive one share of Gallagher common stock.
  6. F6. The notional stock units become payable in July 2026 and following the reporting person's separation from service with Gallagher.
  7. F7. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2028 and 2029 and following the reporting person's separation from service.
  8. F8. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  9. F9. Closing price of Gallagher common stock on February 28, 2025.
  10. F10. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  11. F11. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  12. F12. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
  13. F13. 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.
Options exercised 17,130 shares November 2, 2026
Exercise price $86.17 per share Options exercised November 2, 2026
Shares sold after exercise 17,130 shares November 2, 2026
Sale price $275.00 per share Sale on November 2, 2026
Additional shares sold 13,374 shares Reported weighted-average price of $275.303 per share on November 2, 2026
Weighted-average sale price $275.303 per share 13,374 shares sold November 2, 2026
Additional shares sold 492 shares Reported weighted-average price of $275.912 per share on November 2, 2026
Weighted-average sale price $275.912 per share 492 shares sold November 2, 2026
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.
Notional Stock Units financial
"Each notional stock unit represents a right to receive one share"
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.
Age 62 Plan financial
"awards under the Age 62 Plan"
nonqualified deferred compensation plan financial
"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many AJG shares did Douglas K. Howell sell?

Three sales were reported on November 2, 2026: 17,130 shares at $275.00 per share, 13,374 shares at a reported weighted-average price of $275.303, and 492 shares at a reported weighted-average price of $275.912. No Rule 10b5-1 plan is reported.

What were the terms of Douglas K. Howell’s AJG option exercise?

Howell exercised 17,130 options at $86.17 per share on November 2, 2026, acquiring 17,130 common shares. He also reported selling 17,130 shares at $275.00 per share.

Why did Douglas K. Howell sell additional AJG shares?

The additional share sales were described as covering Howell’s tax obligations and for other purposes.

What AJG options and stock units did Douglas K. Howell hold?

The report lists options on 31,265 shares at $127.90 expiring March 16, 2028; 14,545 at $158.56 expiring March 15, 2029; 12,107 at $177.09 expiring March 15, 2030; 12,726 at $243.54 expiring March 1, 2031; 13,884 at $337.74 expiring March 1, 2032; and 20,737 at $228.20 expiring March 1, 2033. It also lists notional stock units representing 208,342.0810 and 185,953.9256 common shares, and phantom stock representing 6,889.431 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
HOWELL DOUGLAS K

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

(Street)
ROLLING MEADOWS ILLINOIS 60008-4002

(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)
VP & Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2026
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 Stock11/02/2026M17,130A$86.17123,957.323D
Common Stock11/02/2026S17,130D$275106,827.323D
Common Stock11/02/2026S13,374D$275.303(1)93,453.323D
Common Stock11/02/2026S492D$275.912(2)92,961.323D
Common Stock3,165IBy Spouse(3)
Common Stock491.131IGallagher 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
Non-qualified Stock Option$86.1711/02/2026M17,130 (4)03/12/2027Common Stock17,130$00D
Notional Stock Units$0(5) (6) (6)Common Stock208,342.081208,342.081D
Notional Stock Units$0(5) (7) (7)Common Stock185,953.9256185,953.9256D
Non-qualified Stock Option$127.9 (4)03/16/2028Common Stock31,26531,265D
Non-qualified Stock Option$228.2 (8)03/01/2033Common Stock20,73720,737D
Non-qualified Stock Option$158.56 (4)03/15/2029Common Stock14,54514,545D
Non-qualified Stock Option$337.74(9) (4)03/01/2032Common Stock13,88413,884D
Non-qualified Stock Option$243.54 (10)03/01/2031Common Stock12,72612,726D
Non-qualified Stock Option$177.09 (11)03/15/2030Common Stock12,10712,107D
Phantom Stock(12) (13) (13)Common Stock6,889.4316,889.431D
Explanation of Responses:
1. The price reported is an average weighted price. The shares were purchased in multiple transactions at prices ranging from $274.84 to $275.465. 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 purchased at each separate price within the range set forth in this footnote.
2. The price reported is an average weighted price. The shares were purchased in multiple transactions at prices ranging from $275.91 to $275.92. 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 purchased at each separate price within the range set forth in this footnote.
3. The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.
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 in July 2026 and following the reporting person's separation from service with Gallagher.
7. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2028 and 2029 and following the reporting person's separation from service.
8. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
9. Closing price of Gallagher common stock on February 28, 2025.
10. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
11. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
12. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
13. 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.
Remarks:
This report discloses the reporting person's exercise and sale of expiring stock options and the sale of additional shares to cover the reporting person's tax obligations and for other purposes.
/s/ Monica Norzagaray, by power of attorney11/04/2026
** 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)

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