Arthur J. Gallagher (AJG) Form 4: Minor Tax-Related Share Disposal

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. (AJG) Form 4: Director Richard de Winton Wilkin Harries reported a tax-related share withholding on 24 Jul 2025. Transaction code F indicates 56 common shares were surrendered to cover taxes upon RSU vesting at an implied price of $310.79 per share. No open-market buying or selling occurred. Following the withholding, Harries beneficially owns 1,303 AJG shares held directly. The filing is routine, represents less than 0.01% of AJG’s ~210 m outstanding shares, and does not signal a change in company fundamentals.

Positive

• Director retains 1,303 shares, maintaining equity alignment with shareholders and meeting typical board ownership requirements.

Negative

• 56 shares were disposed (though only for tax withholding), representing a minor reduction in insider holdings.

Insights

Securities Analyst

TL;DR: Routine tax withholding; negligible impact on valuation.

The Form 4 shows a director settling payroll taxes by tendering 56 shares—common practice when RSUs vest. No cash sale or market sentiment is expressed. Post-transaction ownership remains meaningful, preserving alignment with shareholders. Given AJG’s market cap near $70 bn, the $17k value is immaterial and should not influence price targets or risk models.

Corporate Governance Expert

TL;DR: Compliance maintained; governance posture unchanged.

Code F transactions are automatically triggered and fully disclosed, reflecting good Section 16 adherence. The director retains over 1,300 shares, satisfying many board ownership guidelines. No red flags regarding insider confidence or unusual timing emerge.

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).

1. Name and Address of Reporting Person^*

Harries Richard de Winton Wilkin

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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	07/24/2025		F		56	D	$310.79	1,303	D

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

Explanation of Responses:

Remarks:

The transaction in this report relates solely to the withholding of shares to cover applicable taxes with respect to the vesting of restricted stock units.

	/s/ Monica Norzagaray, by power of attorney	07/25/2025
	** 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 action is reported for AJG on 24 July 2025?

Director Richard Harries withheld 56 shares to pay taxes on vested RSUs, per SEC Form 4.

At what price were the AJG shares valued for the withholding?

The shares were valued at $310.79 each.

What does transaction code "F" mean on a Form 4?

Code F indicates shares were surrendered solely to cover tax obligations on equity awards—no open-market sale.

How many AJG shares does the director own after the transaction?

Richard Harries now beneficially owns 1,303 shares directly.

Is this transaction material to Arthur J. Gallagher & Co. investors?

No. The disposition equates to about $17k and less than 0.01% of shares outstanding, so it is deemed immaterial.