Gallagher (NYSE: AJG) VP reports tax share withholding, retains holdings

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. vice president Michael Robert Pesch reported a tax-related share disposition. On March 16, 2026, 525 shares of common stock were withheld at $207.93 per share to cover tax obligations from vested restricted stock units, rather than sold on the open market.

After this withholding, he directly holds 44,379.2717 common shares, along with indirect holdings of common stock by a child, a spouse’s irrevocable trust, and a Gallagher 401(k) plan account. He also retains phantom stock, notional stock units, and multiple non-qualified stock options on Gallagher common stock with various exercise prices and expirations.

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).

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^*

Pesch Michael Robert

(Last) (First) (Middle)

2850 GOLF ROAD

(Street)

ROLLING MEADOWS ILLINOIS 60008

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/16/2026		F(1)		525	D	$207.93	44,379.2717	D
Common Stock								59	I	By Child
Common Stock								12,505	I	By Spouse's Trust(2)
Common Stock								491.139	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	49,197.003		49,197.003	D
Non-qualified Stock Option	$228.2							(5)	03/01/2033	Common Stock	13,167		13,167	D
Non-qualified Stock Option	$86.17							(6)(7)	03/12/2027	Common Stock	7,520		7,520	D
Non-qualified Stock Option	$127.9							(7)(8)	03/16/2028	Common Stock	7,255		7,255	D
Non-qualified Stock Option	$337.74(9)							(10)	03/01/2032	Common Stock	7,052		7,052	D
Notional Stock Units	$0(11)							(12)	(13)	Common Stock	5,314.527		5,314.527	D
Non-qualified Stock Option	$158.56							(7)(14)	03/15/2029	Common Stock	4,900		4,900	D
Non-qualified Stock Option	$177.09							(7)(15)	03/15/2030	Common Stock	3,823		3,823	D

Explanation of Responses:

1. Shares withheld to cover applicable tax obligations relating to the vesting of restricted stock units.

2. Shares held in irrevocable trust, of which his spouse is sole Trustee.

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. Grant date of 3/12/2020.

7. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

8. Grant date of 3/16/2021.

9. Closing price of Gallagher common stock on February 28, 2025.

10. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

11. Each notional stock unit represents a right to receive one share of Gallagher common stock.

12. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2025, 2026, 2027 and 2028 and following the reporting person's separation from service.

13. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2025, 2026, 2027 and 2028 and following the reporting person's separation from service.

14. Grant date of 3/15/2022.

15. Grant date of 3/15/2023.

	/s/ Monica Norzagaray, by power of attorney	03/18/2026
	** 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).
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* Form 4: SEC 1474 (03-26)

FAQ

What did Arthur J. Gallagher (AJG) vice president Michael Pesch report in this Form 4?

Michael Robert Pesch reported a tax-related share disposition, where 525 common shares were withheld to satisfy tax obligations tied to vested restricted stock units, rather than being sold in an open-market transaction.

How many Arthur J. Gallagher (AJG) shares were withheld for Michael Pesch’s taxes and at what price?

A total of 525 common shares were withheld at $207.93 per share. This represents payment of tax obligations associated with restricted stock unit vesting, not a discretionary sale into the market.

How many Arthur J. Gallagher (AJG) shares does Michael Pesch hold after this transaction?

Following the tax withholding, Michael Pesch directly holds 44,379.2717 common shares. In addition, he has indirect common stock holdings through a child, a spouse’s irrevocable trust, and a Gallagher 401(k) plan account, as detailed in the filing.

Was Michael Pesch’s Arthur J. Gallagher (AJG) Form 4 transaction an open-market sale?

No. The Form 4 shows a tax-withholding disposition coded “F,” meaning 525 shares were withheld by the issuer to cover tax liabilities from restricted stock unit vesting, rather than sold on an exchange.

What derivative or equity-based awards does Michael Pesch still hold related to Arthur J. Gallagher (AJG)?

He retains phantom stock, notional stock units, and several non-qualified stock options on Gallagher common stock, with exercise prices such as $86.17, $127.90, $158.56, and $337.74, expiring between 2027 and 2033.

How are Michael Pesch’s notional stock units in Arthur J. Gallagher (AJG) scheduled to be paid?

Portions of his notional stock units are payable in Gallagher common stock during July 2025, 2026, 2027 and 2028, with additional amounts payable following his separation from service, according to the plan terms described in the footnotes.