STOCK TITAN

AJG (AJG) CAO Richard Cary has 181 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. Controller and Chief Accounting Officer Richard C. Cary reported a small, routine tax-related share disposition. On 2026-03-15, 181 shares of Common Stock were withheld at $207.93 per share to cover tax obligations tied to the vesting of restricted stock units, rather than an open-market sale. Following this withholding, he directly holds 50,486.789 shares of common stock, plus 418.699 shares held indirectly through a Gallagher 401(k) plan account.

He also retains several equity-based awards. These include non-qualified stock options over 2,349, 2,265, 1,572 and 1,219 underlying common shares with exercise prices of $127.90, $158.56, $177.09 and $86.17, expiring between 2027-03-12 and 2030-03-15. In addition, he holds 1,018.466 notional stock units and 630.812 phantom stock units, each representing the right to receive one share of Gallagher common stock under deferred compensation arrangements.

Positive

  • None.

Negative

  • None.
Insider CARY RICHARD C
Role Controller, CAO
Type Security Shares Price Value
Tax Withholding Common Stock 181 $207.93 $38K
holding Non-qualified Stock Option -- -- --
holding Non-qualified Stock Option -- -- --
holding Non-qualified Stock Option -- -- --
holding Non-qualified Stock Option -- -- --
holding Notional Stock Units -- -- --
holding Phantom Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 50,486.789 shares (Direct); Non-qualified Stock Option — 2,349 shares (Direct); Notional Stock Units — 1,018.466 shares (Direct); Phantom Stock — 630.812 shares (Direct); Common Stock — 418.699 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (1)
  1. Shares withheld to cover applicable tax obligations relating to the vesting of restricted stock units. One-third of this stock option becomes exerciseable 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 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. 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.
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
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*
CARY RICHARD C

(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)
Controller, CAO
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 03/15/2026 F(1) 181 D $207.93 50,486.789 D
Common Stock 418.699 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 $127.9 (2) 03/16/2028 Common Stock 2,349 2,349 D
Non-qualified Stock Option $158.56 (2) 03/15/2029 Common Stock 2,265 2,265 D
Non-qualified Stock Option $177.09 (3) 03/15/2030 Common Stock 1,572 1,572 D
Non-qualified Stock Option $86.17 (2) 03/12/2027 Common Stock 1,219 1,219 D
Notional Stock Units (4) (5) (5) Common Stock 1,018.466 1,018.466 D
Phantom Stock (6) (7) (7) Common Stock 630.812 630.812 D
Explanation of Responses:
1. Shares withheld to cover applicable tax obligations relating to the vesting of restricted stock units.
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. Each notional stock unit represents a right to receive one share of Gallagher common stock.
5. The notional stock units become payable following the reporting person's separation from service with Gallagher.
6. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
7. 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.
* 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.

FAQ

What insider transaction did Arthur J. Gallagher (AJG) report for Richard C. Cary?

Arthur J. Gallagher reported that Controller and CAO Richard C. Cary had 181 common shares withheld at $207.93 each on March 15, 2026. The shares were used to satisfy tax obligations arising from vesting restricted stock units, not from an open-market sale.

Was the AJG insider transaction by Richard C. Cary a stock sale in the open market?

No, the filing shows a tax-withholding disposition, not an open-market sale. 181 common shares were withheld to cover taxes on vesting restricted stock units, a routine compensation-related event that does not reflect a discretionary decision to sell shares in the market.

How many Arthur J. Gallagher (AJG) shares does Richard C. Cary hold after this Form 4?

After the tax withholding, Richard C. Cary directly holds 50,486.789 AJG common shares. He also has 418.699 shares held indirectly through a Gallagher 401(k) plan account, along with various stock options, notional stock units, and phantom stock units linked to AJG common stock.

What stock options linked to Arthur J. Gallagher (AJG) does Richard C. Cary hold?

He holds non-qualified stock options over 2,349, 2,265, 1,572 and 1,219 AJG common shares. These have exercise prices of $127.90, $158.56, $177.09 and $86.17 and expire between March 12, 2027 and March 15, 2030, subject to their vesting schedules.

What are the notional stock units and phantom stock units reported for AJG’s Richard C. Cary?

The filing shows 1,018.466 notional stock units and 630.812 phantom stock units, each representing a right to receive one AJG common share. These awards are part of deferred compensation plans and generally become payable after separation from service or upon specified vesting conditions.

Does this AJG Form 4 filing indicate any large change in Richard C. Cary’s ownership?

The reported change is small: 181 shares withheld for taxes compared with more than 50,000 common shares held directly. Combined with his 401(k) holdings and equity awards, the event appears routine and does not indicate a major shift in his overall AJG exposure.