STOCK TITAN

Arthur J. Gallagher (NYSE: AJG) VP gets shares, covers taxes with stock

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

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. vice president Christopher E. Mead reported routine equity compensation and related tax share withholding. On March 15, 2026, performance share units awarded on March 15, 2023 were earned and vested, resulting in 5,258 shares of restricted common stock that were then converted into common shares. To cover tax obligations from this vesting, the company withheld 2,019 shares on March 15 and a further 432 shares on March 16 at a price of $207.93 per share. After these transactions, Mead directly holds 22,112.7322 shares of common stock, plus 491.098 shares held indirectly in a Gallagher 401(k) plan account. He also retains significant equity-linked interests, including 21,803.927 phantom stock units, various non-qualified stock options over blocks of common shares with exercise prices between $86.17 and $337.74, and 1,982.8313 notional stock units that become payable after his separation from service.

Positive

  • None.

Negative

  • None.
Insider Mead Christopher E
Role VICE PRESIDENT
Type Security Shares Price Value
Tax Withholding Common Stock 432 $207.93 $90K
Grant/Award Common Stock (restricted) 5,258 $0.00 --
Exercise Common Stock (restricted) 5,258 $0.00 --
Exercise Common Stock 5,258 $0.00 --
Tax Withholding Common Stock 2,019 $207.93 $420K
holding Phantom Stock -- -- --
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: Common Stock — 22,112.732 shares (Direct); Common Stock (restricted) — 5,258 shares (Direct); Phantom Stock — 21,803.927 shares (Direct); Non-qualified Stock Option — 12,344 shares (Direct); Notional Stock Units — 1,982.831 shares (Direct); Common Stock — 491.098 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (1)
  1. Performance share units (awarded on March 15, 2023) earned and vested as of March 15, 2026. Shares withheld to cover applicable tax obligations relating to the vesting of restricted stock units. 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. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Closing price of Gallagher common stock on February 28, 2025. One-third of this stock option becomes exercisable 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.
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*
Mead Christopher E

(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)
VICE PRESIDENT
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 (restricted) 03/15/2026 A 5,258(1) A $0 5,258 D
Common Stock (restricted) 03/15/2026 M 5,258 D $0 0 D
Common Stock 03/15/2026 M 5,258 A $0 24,563.7322 D
Common Stock 03/15/2026 F 2,019 D $207.93 22,544.7322 D
Common Stock 03/16/2026 F(2) 432 D $207.93 22,112.7322 D
Common Stock 491.098 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 (3) (4) (4) Common Stock 21,803.927 21,803.927 D
Non-qualified Stock Option $228.2 (5) 03/01/2033 Common Stock 12,344 12,344 D
Non-qualified Stock Option $127.9 (6) 03/16/2028 Common Stock 11,725 11,725 D
Non-qualified Stock Option $86.17 (6) 03/12/2027 Common Stock 11,090 11,090 D
Non-qualified Stock Option $158.56 (6) 03/15/2029 Common Stock 8,420 8,420 D
Non-qualified Stock Option $337.74(7) (6) 03/01/2032 Common Stock 8,264 8,264 D
Non-qualified Stock Option $243.54 (8) 03/01/2031 Common Stock 7,368 7,368 D
Non-qualified Stock Option $177.09 (9) 03/15/2030 Common Stock 7,009 7,009 D
Notional Stock Units (10) (11) (11) Common Stock 1,982.8313 1,982.8313 D
Explanation of Responses:
1. Performance share units (awarded on March 15, 2023) earned and vested as of March 15, 2026.
2. Shares withheld to cover applicable tax obligations relating to the vesting of restricted stock units.
3. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
4. 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.
5. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
6. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
7. Closing price of Gallagher common stock on February 28, 2025.
8. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
9. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
10. Each notional stock unit represents a right to receive one share of Gallagher common stock.
11. The notional stock units become payable following the reporting person's separation from service with Gallagher.
/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 transactions did AJG executive Christopher E. Mead report on this Form 4?

Christopher E. Mead reported vesting of performance share units into 5,258 restricted shares, their conversion into common stock, and share withholdings to cover taxes. These are compensation and tax-related events, not open-market purchases or sales of Arthur J. Gallagher & Co. stock.

How many Arthur J. Gallagher (AJG) shares were withheld for Christopher Mead’s taxes?

The company withheld a total of 2,451 common shares for Christopher Mead’s tax obligations, consisting of 2,019 shares on March 15, 2026 and 432 shares on March 16, 2026, both at a price of $207.93 per share.

How many Arthur J. Gallagher (AJG) shares does Christopher Mead hold after these Form 4 transactions?

After these transactions, Christopher Mead directly holds 22,112.7322 shares of Arthur J. Gallagher common stock and indirectly holds 491.098 shares through a Gallagher 401(k) plan account, according to the reported post-transaction ownership figures on the Form 4.

What equity awards and derivatives linked to AJG stock does Christopher Mead still have?

Christopher Mead retains 21,803.927 phantom stock units and multiple non-qualified stock options over common shares with exercise prices from $86.17 to $337.74, plus 1,982.8313 notional stock units, each representing the right to receive one share of Arthur J. Gallagher common stock.

Were Christopher Mead’s AJG transactions open-market buys or sales of stock?

No. The Form 4 shows a grant and vesting of equity awards, an exercise/conversion into common stock, and F-code tax-withholding dispositions, where shares were surrendered to cover tax liabilities. It does not report any open-market buying or selling of AJG shares.

What do the phantom stock and notional stock units reported by AJG’s Christopher Mead represent?

Each phantom stock unit and notional stock unit represents a right to receive one share of Arthur J. Gallagher common stock. Phantom awards include Age 62 Plan deferrals, while notional stock units typically become payable after Mead’s separation from service with the company.
Gallagher (ARTHUR J.) & Co.

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