Gallagher CEO gifts 49,988 Arthur J. Gallagher shares
AJG’s CEO disclosed an estate-planning gift of 49,988 indirectly held shares while retaining significant direct, trust and equity-based positions.
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. (AJG) director and CEO J. Patrick Gallagher Jr. reported a bona fide gift transfer of 49,988 shares of Common Stock on September 8, 2026, made indirectly through a corporation for estate planning purposes, leaving that entity with zero shares.
After this gift, Gallagher Jr. continues to have interests in AJG through 128,447.9697 directly held Common shares, additional indirect Common Stock holdings via various family trusts, spouse and a 401(k) account, plus substantial equity-based awards including notional stock units, phantom stock and multiple non‑qualified stock options. No Rule 10b5‑1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
49,988 shares gifted
Gift
16 txns
Insider
GALLAGHER J PATRICK JR
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Common Stock F1 | 49,988 | $0.00 | $0.00 |
| holding | Notional Stock Units F5, F6 | -- | -- | -- |
| holding | Phantom Stock F7, F8 | -- | -- | -- |
| holding | Non-qualified Stock Option F9 | -- | -- | -- |
| holding | Non-qualified Stock Option F9 | -- | -- | -- |
| holding | Non-qualified Stock Option F10 | -- | -- | -- |
| holding | Non-qualified Stock Option F9 | -- | -- | -- |
| holding | Non-qualified Stock Option F9 | -- | -- | -- |
| holding | Non-qualified Stock Option F11 | -- | -- | -- |
| holding | Non-qualified Stock Option F12 | -- | -- | -- |
| holding | Common Stock F2 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock F3 | -- | -- | -- |
| holding | Common Stock F4 | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 0 shares (Indirect, By Corporation);
Notional Stock Units — 153,788.107 contracts (Direct);
Phantom Stock — 139,553.727 contracts (Direct);
Non-qualified Stock Option — 309,765 contracts (Direct);
Common Stock — 5,328 shares (Indirect, By Spouse's Trust);
Common Stock — 128,447.9697 shares (Direct);
Common Stock — 244,860 shares (Indirect, By Irrevocable Trust);
Common Stock — 302,764 shares (Indirect, By Spouse);
Common Stock — 219,955 shares (Indirect, By Trust);
Common Stock — 491.142 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (12)
- F1. This transaction represents a gift for estate planning purposes.
- F2. Shares held in trust for the benefit of my children of which I am sole Trustee.
- F3. Shares held in trusts of which my spouse is sole trustee and as to which I disclaim beneficial ownership.
- F4. Held in trust for benefit of children.
- F5. Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F6. The notional stock units become payable in July 2026 and following the reporting person's separation from service with Gallagher.
- F7. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F8. 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.
- F9. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F10. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F11. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F12. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
Key Figures
Gifted Common Stock: 49,988 shares
Direct Common Stock holdings: 128,447.9697 shares
Children’s trust shares (sole trustee): 5,328 shares
+5 more
8 metrics
Gifted Common Stock
49,988 shares
Bona fide gift by corporation associated with CEO on September 8, 2026
Direct Common Stock holdings
128,447.9697 shares
Shares held directly by J. Patrick Gallagher Jr. after reported transactions
Children’s trust shares (sole trustee)
5,328 shares
Common Stock held in trust for benefit of children where he is sole trustee
Spouse-held shares
302,764 shares
Common Stock held by spouse; beneficial ownership disclaimed in trust footnote context
Irrevocable children’s trust shares
244,860 shares
Common Stock held in an irrevocable trust for benefit of children
Notional stock units underlying shares
153,788.107 shares
Each notional stock unit represents one share of AJG common stock
Phantom stock underlying shares
139,553.727 shares
Each share of phantom stock represents one share of AJG common stock
Non-qualified Stock Option (largest block) strike
$127.90 per share
Option over 76,975 underlying shares expiring March 16, 2028
Key Terms
Notional Stock Units, Phantom Stock, Non-qualified Stock Option, Age 62 Plan
4 terms
Notional Stock Units financial
"Each notional stock unit represents a right to receive one share"
Phantom Stock financial
"Each share of phantom stock represents a right to receive one share"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Non-qualified Stock Option financial
"Non-qualified Stock Option with underlying common stock and exercise price"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Age 62 Plan financial
"awards under the Age 62 Plan, a nonqualified deferred compensation plan"
FAQ
What insider transaction did AJG CEO J. Patrick Gallagher Jr. report on this Form 4?
He reported a bona fide gift of 49,988 shares of Arthur J. Gallagher & Co. common stock on September 8, 2026, made indirectly through a corporation for estate planning purposes, leaving that corporate holding at zero shares.
What derivative or equity-based awards tied to AJG stock does Gallagher Jr. report holding?
He reports 153,788.107 notional stock units, 139,553.727 shares of phantom stock, and multiple non-qualified stock options, including options over 76,975 shares at $127.90 expiring March 16, 2028 and 68,550 shares at $86.17 expiring March 12, 2027, among others.
Were the reported AJG transactions made under a Rule 10b5-1 trading plan?
No. The filing indicates that no Rule 10b5-1 trading plan is associated with the reported transactions; the document-level checkbox affirming a Rule 10b5-1 plan is marked as false.
What is disclosed about Gallagher Jr.’s AJG stock options vesting terms?
For the reported non-qualified stock options, footnotes state that one-third of each option becomes exercisable on each of the 3rd, 4th and 5th anniversaries of the respective grant dates, covering several grants with different exercise prices and expiration dates.
AI-generated analysis. How Rhea-AI works. Not financial advice.
