Gallagher VP exercises phantom stock, covers taxes
Arthur J. Gallagher & Co. vice president Hudson Scott R reported a routine compensation-related transaction.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. vice president Hudson Scott R reported a routine compensation-related transaction. On March 31, 2026, he exercised 63.651 shares of Phantom Stock, receiving an equivalent number of common shares at a reference price of $215.95 per share.
An equal 63.651 common shares were then withheld in a tax-withholding disposition, so his direct common stock holdings remained broadly stable at about 90,262 shares, plus 411.467 shares held indirectly in a Gallagher 401(k) plan. He also continues to hold multiple non-qualified stock options and notional stock units tied to Gallagher common stock.
Insider Trade Summary
63.651 shares exercised/converted
Exercise
12 txns
Insider
Hudson Scott R
Role
Vice President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 63.651 | $0.00 | $0.00 |
| Exercise | Common Stock | 63.651 | $215.95 | $14K |
| Exercise Price or Tax Liability | Common Stock | 63.651 | $215.95 | $14K |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| 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 | Common Stock | -- | -- | -- |
Holdings After Transaction:
Phantom Stock — 3,705.706 contracts (Direct);
Common Stock — 90,262 shares (Direct);
Non-qualified Stock Option — 104,859 contracts (Direct);
Notional Stock Units — 4,134.7414 contracts (Direct);
Common Stock — 411.467 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (9)
- F1. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F2. 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.
- F3. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F4. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F5. Closing price of Gallagher common stock on February 28, 2025.
- F6. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F7. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F8. Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F9. The notional stock units become payable following the reporting person's separation from service with Gallagher.
Key Figures
Phantom Stock exercised: 63.651 shares
Tax-withholding shares: 63.651 shares
Reference share price: $215.95 per share
+4 more
7 metrics
Phantom Stock exercised
63.651 shares
Converted into common stock on March 31, 2026
Tax-withholding shares
63.651 shares
Common shares withheld to cover tax liability
Reference share price
$215.95 per share
Common Stock transaction price per share on March 31, 2026
Direct common shares after transaction
90,262.0000 shares
Direct AJG common stock ownership following tax withholding
Indirect 401(k) holdings
411.4670 shares
AJG common stock in Gallagher 401(k) plan account
Largest option grant
24,370.0000 underlying shares
Non-qualified Stock Option at $86.1700, expiring March 12, 2027
Notional stock units
4,134.7414 units
Each unit represents a right to one AJG common share
Key Terms
Phantom Stock, nonqualified deferred compensation plan, Non-qualified Stock Option, notional stock units, +2 more
6 terms
Phantom Stock financial
"Each share of phantom stock represents a right to receive one share of Gallagher common stock."
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.
nonqualified deferred compensation plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company..."
A nonqualified deferred compensation plan is an arrangement where an employer lets select employees postpone receiving part of their pay or bonuses until a future date, often at retirement, so taxes are paid later. It matters to investors because these payouts are typically unsecured promises by the company—like an internal IOU—so they create future cash obligations and expose the company to extra liability risk if the business falters, and they also reveal how executives are being paid and motivated.
Non-qualified Stock Option financial
"Non-qualified Stock Option ... underlying security title: Common Stock ... conversion_or_exercise_price: "86.1700""
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.
notional stock units financial
"Each notional stock unit represents a right to receive one share of Gallagher common stock."
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" ... Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Age 62 Plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company..."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Arthur J. Gallagher (AJG) executive Hudson Scott R do in this Form 4?
He exercised 63.651 Phantom Stock units into common shares, then had the same 63.651 shares withheld to cover tax obligations. The filing shows a compensation-related derivative exercise, not an open-market stock purchase or sale.
Was there an open-market buy or sell of Arthur J. Gallagher (AJG) stock in this Form 4?
No open-market buy or sell is reported. The key movement is an option-style derivative exercise and a matching F-code tax-withholding disposition, which uses shares to satisfy tax liability rather than reflecting a discretionary market trade.
What derivative positions in Arthur J. Gallagher (AJG) does Hudson Scott R still hold?
He retains several non-qualified stock options on AJG common stock, including grants with exercise prices such as $86.1700, $127.9000, $158.5600, $177.0900, $228.2000, $243.5400, and $337.7400, plus notional stock units representing 4,134.7414 underlying shares.
What are Phantom Stock and notional stock units in this Arthur J. Gallagher (AJG) filing?
Each Phantom Stock share and each notional stock unit represents a right to receive one share of AJG common stock. Phantom Stock here is tied to an Age 62 Plan, while notional units become payable after the reporting person’s separation from service.
AI-generated analysis. How Rhea-AI works. Not financial advice.
