Arthur J. Gallagher (NYSE: AJG) General Counsel reports stock trades

Rhea-AI Filing Summary

Arthur J. Gallagher & Co.’s General Counsel reported several stock transactions in a Form 4. On 12/19/2025, the insider exercised 15,850 non-qualified stock options at $79.59 per share and acquired the same number of common shares. That same day, the insider sold 15,850 common shares at $255 per share and made a gift of 1,724 shares at no price.

After these transactions, the insider directly owned 77,825 common shares and held an additional 418.689 shares indirectly through a Gallagher 401(k) plan account. The filing also lists multiple outstanding non-qualified stock options and deferred equity interests, including phantom stock and notional stock units that each represent the right to receive shares of Gallagher common stock under company compensation plans.

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^*

Bay Walter D.

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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	12/19/2025		M		15,850	A	$79.59	95,399	D
Common Stock	12/19/2025		S		15,850	D	$255	79,549	D
Common Stock	12/19/2025		G		1,724	D	$0	77,825	D
Common Stock								418.689	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
Phantom Stock	(1)							(2)	(2)	Common Stock	3,395.152		3,395.152	D
Non-qualified Stock Option	$86.17							(3)	03/12/2027	Common Stock	17,630		17,630	D
Non-qualified Stock Option	$127.9							(3)	03/16/2028	Common Stock	24,500		24,500	D
Non-qualified Stock Option	$158.56							(3)	03/15/2029	Common Stock	11,405		11,405	D
Non-qualified Stock Option	$177.09							(4)	03/15/2030	Common Stock	9,452		9,452	D
Non-qualified Stock Option	$243.54							(5)	03/01/2031	Common Stock	10,884		10,884	D
Non-qualified Stock Option	$337.74(6)							(3)	03/01/2032	Common Stock	11,350		11,350	D
Notional Stock Units	$0(7)							(8)	(8)	Common Stock	5,228.41		5,228.41	D
Non-qualified Stock Option	$79.59	12/19/2025		M			15,850	(3)	03/14/2026	Common Stock	15,850	$0	0	D

Explanation of Responses:

1. Each share of phantom stock represents a right to receive one share of Gallagher common stock.

2. 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 in the year they attain age 62, or after a one-year period for participants who have attained age 61.

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

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

5. One-third of this stock option becomes exercisable 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. Each notional stock unit represents a right to receive one share of Gallagher common stock.

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

Remarks:

Exhibit List: Ex-24: Power of Attorney.

	/s/ Monica Norzagaray, by power of attorney	12/23/2025
	** 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 insider activity did Arthur J. Gallagher (AJG) report in this Form 4?

The General Counsel of Arthur J. Gallagher & Co. reported exercising 15,850 stock options, selling 15,850 common shares, and gifting 1,724 shares, all dated 12/19/2025.

How many Arthur J. Gallagher (AJG) shares does the insider own after these transactions?

Following the reported transactions, the insider directly owned 77,825 shares of Gallagher common stock and held 418.689 shares indirectly through a Gallagher 401(k) plan account.

At what prices were the Arthur J. Gallagher (AJG) transactions executed?

The insider exercised non-qualified stock options for 15,850 shares at an exercise price of $79.59 per share and sold 15,850 shares at $255 per share. A separate gift of 1,724 shares was reported at $0.

What derivative or deferred equity awards does the AJG insider hold?

The filing lists multiple non-qualified stock options with various exercise prices and expiration dates, as well as phantom stock and notional stock units, each representing rights to receive shares of Gallagher common stock under company compensation and deferral plans.

What is phantom stock and notional stock in the AJG insider filing?

Each share of phantom stock and each notional stock unit represents a right to receive one share of Gallagher common stock. Certain phantom stock awards are under the company’s Age 62 Plan, and the notional stock units become payable after the insider’s separation from service.

How do the AJG stock options reported by the insider vest and become exercisable?

For several non-qualified stock option awards, one-third of each option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date, as described in the explanation of responses.