Gallagher (NYSE: AJG) General Counsel granted phantom stock award

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. reported that its General Counsel, Walter D. Bay, acquired 1,982.292 shares of phantom stock on March 4, 2026 as a grant or award. Each phantom share represents a right to receive one share of Gallagher common stock.

The phantom stock relates to awards under the company’s Age 62 Plan, a nonqualified deferred compensation plan, and is deemed invested in Gallagher common stock at Bay’s election. Participants vest in these awards in the year they attain age 62, or after one year if they have already reached age 61. Following this transaction, Bay directly holds 5,399.100 phantom stock shares.

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^*

Bay Walter D.

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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

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	(1)	03/04/2026		A		1,982.292		(2)	(2)	Common Stock	1,982.292	$227.01	5,399.1	D

Explanation of Responses:

1. Each share of phantom stock represents a right to receive one share of Gallagher common stock.

2. 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 in the year they attain age 62, or after a one-year period for participants who have attained age 61.

	/s/ Monica Norzagaray, by power of attorney	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did AJG General Counsel Walter D. Bay report?

Walter D. Bay reported acquiring 1,982.292 phantom stock shares as a grant on March 4, 2026. This award increases his directly held phantom stock balance to 5,399.100 shares under Arthur J. Gallagher & Co.’s nonqualified deferred compensation structure.

What is the phantom stock reported in the AJG Form 4 filing?

The phantom stock represents a right to receive one share of Arthur J. Gallagher common stock for each phantom share. It is part of a deferred compensation arrangement and tracks the value of Gallagher’s common shares rather than being actual stock today.

How is the AJG Age 62 Plan described in this Form 4 filing?

The Age 62 Plan is a nonqualified deferred compensation plan where awards are deemed invested in company common stock at the participant’s election. Participants vest in these awards in the year they reach age 62, or after one year if they have already reached age 61.

When do AJG Age 62 Plan participants vest in their phantom stock awards?

Participants vest in their Age 62 Plan awards in the year they attain age 62. For those who have already reached age 61 when awarded, vesting occurs after a one-year period, according to the description in the Form 4 filing.

How many phantom stock shares does Walter D. Bay hold after this AJG grant?

After the March 4, 2026 grant, Walter D. Bay directly holds 5,399.100 phantom stock shares. These phantom shares each represent a right to receive one share of Arthur J. Gallagher common stock under the company’s deferred compensation arrangements.