AJG (NYSE: AJG) CFO reallocates deferred stock units and details large equity holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. VP & Chief Financial Officer Douglas K. Howell reported his updated equity and deferred compensation positions. The filing shows a discretionary transaction involving 12,954.386 notional stock units at $209.08 per unit, moving value in the Supplemental Savings and Thrift Plan from Gallagher common stock to cash to help cover expected tax obligations for a July 2026 distribution.
After this transaction, Howell holds 106,807.412 shares of common stock directly, plus 3,165 shares held by his spouse and 491.131 shares in a 401(k) plan. He also holds 208,342.081 notional stock units, 6,889.431 phantom stock units, and multiple non-qualified stock options with exercise prices ranging from $86.17 to $337.74 expiring between 2027 and 2033. A footnote notes this short-swing matching under Section 16(b) resulted in an approximate $32,123 loss to Howell.
Positive
- None.
Negative
- None.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
HOWELL DOUGLAS K
Role
VP & Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| I | Notional Stock Units | 12,954.386 | $209.08 | $2.71M |
| holding | Notional Stock Units | -- | -- | -- |
| 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 | Phantom Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Notional Stock Units — 185,953.926 shares (Direct, null);
Non-qualified Stock Option — 31,265 shares (Direct, null);
Phantom Stock — 6,889.431 shares (Direct, null);
Common Stock — 106,807.412 shares (Direct, null);
Common Stock — 3,165 shares (Indirect, By Spouse)
Footnotes (1)
- The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership. Each notional stock unit represents a right to receive one share of Gallagher common stock. This disposition of notional stock units is a discretionary transaction by the reporting person to move assets he holds in the company's Supplemental Savings and Thrift Plan ("SS&T Plan"), a nonqualified deferred compensation plan, from the investment option representing Gallagher common stock to cash partially to cover his expected tax obligations as a result of a distribution that will occur in July 2026 under such plan. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2028 and 2029 and following the reporting person's separation from service. The reporting person's disposition of Gallagher common stock reported herein was matchable under Section 16(b) of the Securities and Exchange Act of 1934, to the extent of 12,892.211 shares the reporting person invested in through the SS&T Plan on February 12, 2026. The reporting person had a loss of approximately $32,123 in connection with this short-swing transaction. The notional stock units become payable following the reporting person's separation from service with Gallagher. One-third of this stock option becomes exerciseable 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. 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 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.
Key Figures
Discretionary notional stock unit transaction: 12,954.386 units at $209.08
Direct common stock holdings: 106,807.412 shares
Spouse-held common shares: 3,165.0000 shares
+5 more
8 metrics
Discretionary notional stock unit transaction
12,954.386 units at $209.08
Notional stock units moved from Gallagher common stock option to cash in SS&T Plan
Direct common stock holdings
106,807.412 shares
Common stock held directly by CFO after reported transactions
Spouse-held common shares
3,165.0000 shares
Indirect ownership via spouse
401(k) plan common shares
491.1310 shares
Indirect holdings in Gallagher 401(k) plan account
Notional stock units remaining
185,953.9256 units
Total shares following transaction in one notional stock unit line
Total notional stock units position
208,342.0810 units
Underlying shares for notional stock units, payable in shares of common stock
Short-swing transaction loss
approx. $32,123
Loss on Section 16(b) matchable short-swing involving 12,892.211 shares
Non-qualified stock option example
31,265 options at $127.90
Direct option holding expiring March 16, 2028 over AJG common stock
Key Terms
Discretionary transaction under Rule 16b-3(f), notional stock units, phantom stock, nonqualified deferred compensation plan, +2 more
6 terms
Discretionary transaction under Rule 16b-3(f) regulatory
"This disposition of notional stock units is a discretionary transaction by the reporting person..."
notional stock units financial
"Each notional stock unit represents a right to receive one share of Gallagher common stock."
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
"SS&T Plan, a nonqualified deferred compensation plan, from the investment option representing Gallagher common stock to cash..."
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.
Section 16(b) regulatory
"The reporting person's disposition of Gallagher common stock reported herein was matchable under Section 16(b)..."
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
short-swing transaction regulatory
"The reporting person had a loss of approximately $32,123 in connection with this short-swing transaction."
FAQ
What did Arthur J. Gallagher (AJG) CFO Douglas Howell report in this Form 4?
Douglas Howell reported updated holdings and a discretionary transaction of 12,954.386 notional stock units at $209.08. The move shifts value in the Supplemental Savings and Thrift Plan from Gallagher common stock to cash, partly to cover expected tax obligations tied to a July 2026 distribution.
What are notional stock units and phantom stock in the AJG CFO’s Form 4?
Each AJG notional stock unit and phantom stock unit represents a right to receive one share of Gallagher common stock. These units are held in nonqualified deferred compensation plans, with portions payable in July 2026, 2028, 2029 and following Douglas Howell’s separation from service, according to the filing footnotes.
What discretionary transaction under Rule 16b-3(f) did AJG’s CFO execute?
The Form 4 describes a discretionary transaction of 12,954.386 notional stock units under Rule 16b-3(f). Howell moved assets in the Supplemental Savings and Thrift Plan from the investment option representing Gallagher common stock to cash, partly to address expected tax obligations from a scheduled July 2026 plan distribution.
What Section 16(b) short-swing detail is disclosed for AJG’s CFO?
A footnote explains that Howell’s disposition of Gallagher common stock was matchable under Section 16(b) to 12,892.211 shares he invested in through the Supplemental Savings and Thrift Plan on February 12, 2026. The filing states he incurred an approximate $32,123 loss on this short-swing transaction.
What stock options linked to Arthur J. Gallagher (AJG) does the CFO hold?
Douglas Howell holds several non-qualified stock option grants over AJG common stock, including blocks of 17,130, 31,265 and 20,737 options. Exercise prices range from $86.17 to $337.74, with expirations between March 2027 and March 2033, and vesting in thirds on specified anniversaries.