Gallagher (NYSE: AJG) CFO exercises options and gains new stock awards
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co.’s VP & Chief Financial Officer Douglas K. Howell reported compensation-related equity activity, primarily option exercises and vested performance units. On March 13, 2026, he exercised 14,100 non-qualified stock options at an exercise price of $79.5900 per share, receiving the same number of common shares. The company withheld 8,638 common shares at $207.9300 per share to cover tax obligations, leaving him with 101,492.7558 common shares held directly.
On March 15, 2026, performance share units awarded on March 15, 2023 vested, resulting in 9,082 restricted shares converting into common stock. In connection with this vesting, 3,865 common shares at $207.9300 per share were delivered to satisfy tax liabilities, and Howell’s direct common stock holdings increased to 106,709.7558 shares. The filing also shows substantial remaining notional stock units and non-qualified stock options on Gallagher common stock, with exercise prices ranging from $86.1700 to $337.7400 per share and expirations between 2027 and 2033. Certain indirect holdings, including shares held by a spouse or in a Gallagher 401(k) plan account, are reported separately, and one footnote states that Howell has no voting or investment power over specified shares and disclaims beneficial ownership.
Positive
- None.
Negative
- None.
Insider Trade Summary
14,100 shares exercised/converted
Mixed
19 txns
Insider
HOWELL DOUGLAS K
Role
VP & Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock (restricted) | 9,082 | $0.00 | -- |
| Exercise | Common Stock (restricted) | 9,082 | $0.00 | -- |
| Exercise | Common Stock | 9,082 | $0.00 | -- |
| Tax Withholding | Common Stock | 3,865 | $207.93 | $804K |
| Exercise | Non-qualified Stock Option | 14,100 | $0.00 | -- |
| Exercise | Common Stock | 14,100 | $79.59 | $1.12M |
| Tax Withholding | Common Stock | 8,638 | $207.93 | $1.80M |
| holding | Notional Stock Units | -- | -- | -- |
| holding | Notional Stock Units | -- | -- | -- |
| 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 | Phantom Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock (restricted) — 9,082 shares (Direct);
Common Stock — 110,574.756 shares (Direct);
Non-qualified Stock Option — 0 shares (Direct);
Notional Stock Units — 208,342.081 shares (Direct);
Phantom Stock — 6,928.978 shares (Direct);
Common Stock — 3,165 shares (Indirect, By Spouse)
Footnotes (1)
- Performance share units (awarded on March 15, 2023) earned and vested as of March 15, 2026. The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership. Expiring stock options auto-exercised under the terms of the Long-Term Incentive Plan. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Each notional stock unit represents a right to receive one share of Gallagher common stock. The notional stock units become payable following the reporting person's separation from service with Gallagher. 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. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. 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. 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.
FAQ
What did Arthur J. Gallagher (AJG) CFO Douglas Howell report in this Form 4?
Douglas Howell reported equity compensation activity including option exercises and vested performance units. He converted options and performance share units into common stock, with portions of the resulting shares used to cover tax obligations instead of being sold in the open market.
How many Arthur J. Gallagher (AJG) stock options did the CFO exercise?
He exercised 14,100 non-qualified stock options for Gallagher common stock at an exercise price of $79.5900 per share. These exercises converted derivative awards into shares as part of his long-term incentive compensation, rather than reflecting open-market purchases of stock.
What is the CFO’s direct Arthur J. Gallagher (AJG) common stock holding after these transactions?
After the reported option exercises, vesting, and tax-withholding dispositions, Douglas Howell directly holds 106,709.7558 Gallagher common shares. Additional indirect holdings, such as shares held by a spouse and in a 401(k) plan account, are disclosed separately in the same Form 4 filing.
What are the notional stock units and phantom stock reported for Arthur J. Gallagher (AJG) CFO?
The filing lists notional stock units and phantom stock, each representing rights to receive Gallagher common shares. Footnotes state that each unit or phantom share equals one common share, generally payable following separation from service or at specified future dates under the company’s compensation plans.
Did the Arthur J. Gallagher (AJG) CFO make any open-market sales in this Form 4?
The reported dispositions use code F, meaning shares were delivered to pay exercise prices or tax liabilities. This indicates tax-withholding transactions under compensation plans, not open-market sales initiated to reduce the CFO’s economic exposure to Gallagher common stock.
What derivative positions does the Arthur J. Gallagher (AJG) CFO retain after these transactions?
He retains multiple non-qualified stock option grants and notional stock units tied to Gallagher common stock. Remaining options cover underlying shares with exercise prices from $86.1700 to $337.7400 and expirations between 2027 and 2033, alongside additional phantom and notional share-based awards.