Gallagher (NYSE: AJG) CFO exercises options and gains new stock awards

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.

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)
03/13/2026

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	03/13/2026		M		14,100	A	$79.59	110,130.7558	D
Common Stock	03/13/2026		F		8,638	D	$207.93	101,492.7558	D
Common Stock (restricted)	03/15/2026		A		9,082(1)	A	$0	9,082	D
Common Stock (restricted)	03/15/2026		M		9,082	D	$0	0	D
Common Stock	03/15/2026		M		9,082	A	$0	110,574.7558	D
Common Stock	03/15/2026		F		3,865	D	$207.93	106,709.7558	D
Common Stock								3,165	I	By Spouse(2)
Common Stock								491.131	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	$79.59	03/13/2026		M			14,100(3)	(4)	03/14/2026	Common Stock	14,100	$0	0	D
Notional Stock Units	$0(5)							(6)	(6)	Common Stock	208,342.081		208,342.081	D
Notional Stock Units	$0(5)							(7)	(7)	Common Stock	192,204.2476		192,204.2476	D
Non-qualified Stock Option	$127.9							(4)	03/16/2028	Common Stock	31,265		31,265	D
Non-qualified Stock Option	$228.2							(8)	03/01/2033	Common Stock	20,737		20,737	D
Non-qualified Stock Option	$86.17							(4)	03/12/2027	Common Stock	17,130		17,130	D
Non-qualified Stock Option	$158.56							(4)	03/15/2029	Common Stock	14,545		14,545	D
Non-qualified Stock Option	$337.74(9)							(4)	03/01/2032	Common Stock	13,884		13,884	D
Non-qualified Stock Option	$243.54							(10)	03/01/2031	Common Stock	12,726		12,726	D
Non-qualified Stock Option	$177.09							(11)	03/15/2030	Common Stock	12,107		12,107	D
Phantom Stock	(12)							(13)	(13)	Common Stock	6,928.978		6,928.978	D

Explanation of Responses:

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

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

3. Expiring stock options auto-exercised under the terms of the Long-Term Incentive Plan.

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 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.

	/s/ Monica Norzagaray, by power of attorney	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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.

How many Arthur J. Gallagher (AJG) shares were withheld for taxes in this filing?

A total of 12,503 common shares were delivered to cover tax obligations and related liabilities. This included 8,638 shares and 3,865 shares, each valued at $207.9300 per share, and represents tax withholding rather than discretionary market sales of shares.

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.