Arthur J. Gallagher (AJG) CFO reallocates into notional stock units

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. VP & Chief Financial Officer Douglas K. Howell reported a discretionary acquisition of 12,892.211 notional stock units tied to Gallagher common stock on February 10, 2026. These units were acquired by moving assets within the company’s Supplemental Savings and Thrift Plan into the Gallagher stock investment option.

Each notional stock unit represents a right to receive one share of common stock, with portions payable in shares in July 2026, 2028 and 2029 and after his separation from service. Following this transaction, Howell held 191,318.0546 notional stock units directly.

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^*

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)
02/10/2026

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								96,030.7558	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)	02/10/2026		I		12,892.211		(3)	(3)	Common Stock	12,892.211	$212.58	191,318.0546	D
Notional Stock Units	$0(2)							(4)	(4)	Common Stock	208,342.081		208,342.081	D
Non-qualified Stock Option	$127.9							(5)	03/16/2028	Common Stock	31,265		31,265	D
Non-qualified Stock Option	$86.17							(5)	03/12/2027	Common Stock	17,130		17,130	D
Non-qualified Stock Option	$158.56							(5)	03/15/2029	Common Stock	14,545		14,545	D
Non-qualified Stock Option	$79.59							(5)	03/14/2026	Common Stock	14,100		14,100	D
Non-qualified Stock Option	$337.74(6)							(5)	03/01/2032	Common Stock	13,884		13,884	D
Non-qualified Stock Option	$243.54							(7)	03/01/2031	Common Stock	12,726		12,726	D
Non-qualified Stock Option	$177.09							(8)	03/15/2030	Common Stock	12,107		12,107	D
Phantom Stock	(9)							(10)	(10)	Common Stock	4,285.923		4,285.923	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 2026, 2028 and 2029 and following the reporting person's separation from service.

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

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

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

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

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

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.

Remarks:

This acquisition of notional stock units is a discretionary transaction by the reporting person to move assets he holds in the company's Supplemental Savings and Thrift Plan, a nonqualified deferred compensation plan, into the investment option representing Gallagher common stock.

	/s/ Monica Norzagaray, by power of attorney	02/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did AJG CFO Douglas K. Howell report on February 10, 2026?

Douglas K. Howell reported acquiring 12,892.211 notional stock units on February 10, 2026. The units were obtained through a discretionary move of assets within Arthur J. Gallagher’s Supplemental Savings and Thrift Plan into the investment option representing Gallagher common stock.

What are the notional stock units reported by AJG’s CFO in this Form 4?

Each notional stock unit represents a right to receive one share of Arthur J. Gallagher common stock. Portions of these units are payable in shares in July 2026, 2028 and 2029 and after Douglas K. Howell’s separation from service, reflecting deferred equity-based compensation.

How many notional stock units did AJG CFO Douglas Howell hold after the reported transaction?

After the February 10, 2026 transaction, Douglas K. Howell beneficially owned 191,318.0546 notional stock units directly. This total reflects the newly acquired 12,892.211 units plus previously held units within the company’s nonqualified Supplemental Savings and Thrift Plan accounts.

Was the AJG CFO’s February 2026 notional stock unit transaction a market purchase or sale?

The filing describes the transaction as a discretionary move of assets within a company deferred compensation plan. Assets held in Arthur J. Gallagher’s Supplemental Savings and Thrift Plan were shifted into the investment option representing Gallagher common stock, rather than an open-market buy or sale.

How and when will the AJG CFO’s notional stock units be paid out?

Portions of the notional stock units are payable in Gallagher common stock in July 2026, 2028 and 2029, and the remaining amounts become payable following Douglas K. Howell’s separation from service, consistent with the company’s nonqualified deferred compensation plan terms.

What other equity-related holdings are reported for AJG CFO Douglas Howell?

The filing lists multiple non-qualified stock options with varying exercise prices and expiration dates, as well as 4,285.923 shares of phantom stock. Each share of phantom stock represents a right to receive one share of Arthur J. Gallagher common stock under deferred compensation arrangements.