AJG VP Michael Pesch exercises options, withholds shares for tax (NYSE: AJG)

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. vice president Michael Robert Pesch exercised 6,750 non-qualified stock options, receiving the same number of common shares at a price of $79.59 per share. A separate transaction shows 3,733 common shares were surrendered at $228.835 per share to cover the option exercise price and related tax obligations, as described in a footnote.

After these transactions, Pesch directly owned 44,865.6557 common shares, along with various outstanding stock options and deferred equity interests. Footnotes explain that phantom stock and notional stock units each represent rights to receive one share of Gallagher common stock, with certain units vesting under an age-based deferred compensation plan and portions scheduled for payment in July of 2025, 2026, 2027, and 2028 and following separation from service.

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 IL 60008

(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)
03/05/2026

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	03/05/2026		M		6,750	A	$79.59	48,598.6557	D
Common Stock	03/05/2026		F(1)		3,733	D	$228.835	44,865.6557	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
Non-qualified Stock Option	$79.59	03/05/2026		M			6,750	(3)(4)	03/14/2026	Common Stock	6,750	$0	0	D
Phantom Stock	(5)							(6)	(6)	Common Stock	49,197.003		49,197.003	D
Non-qualified Stock Option	$86.17							(4)(7)	03/12/2027	Common Stock	7,520		7,520	D
Non-qualified Stock Option	$127.9							(4)(8)	03/16/2028	Common Stock	7,255		7,255	D
Non-qualified Stock Option	$158.56							(4)(9)	03/15/2029	Common Stock	4,900		4,900	D
Non-qualified Stock Option	$177.09							(4)(10)	03/15/2030	Common Stock	3,823		3,823	D
Non-qualified Stock Option	$228.2							(11)	03/01/2033	Common Stock	13,167		13,167	D
Non-qualified Stock Option	$337.74(12)							(13)	03/01/2032	Common Stock	7,052		7,052	D
Notional Stock Units	$0(14)							(15)	(16)	Common Stock	5,314.527		5,314.527	D

Explanation of Responses:

1. Shares withheld to cover applicable tax obligations and the exercise price relating to the exercise of expiring stock options.

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

3. Grant date of 3/14/2019.

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

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

6. 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.

7. Grant date of 3/12/2020.

8. Grant date of 3/16/2021.

9. Grant date of 3/15/2022.

10. Grant date of 3/15/2023.

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

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

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

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

15. 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.

16. 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.

	/s/ Monica Norzagaray, by power of attorney	03/09/2026
	** 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 did AJG executive Michael Robert Pesch report on this Form 4?

Michael Robert Pesch reported exercising 6,750 non-qualified stock options and receiving 6,750 Arthur J. Gallagher & Co. common shares. He then used 3,733 shares to satisfy the option exercise price and related tax obligations through share withholding, leaving a revised direct share balance.

How many Arthur J. Gallagher (AJG) shares does Pesch own directly after the transactions?

After the reported transactions, Pesch directly owned 44,865.6557 shares of Arthur J. Gallagher common stock. This figure reflects both the option exercise and the share withholding used to cover the exercise price and applicable taxes on the expiring stock options.

Were any AJG shares sold on the open market in this Form 4?

The filing shows no open-market sales. Instead, 3,733 shares of Arthur J. Gallagher common stock were withheld to cover the stock option exercise price and related tax obligations, a tax-withholding disposition rather than a discretionary sale into the public market.

What are the phantom stock and notional stock units reported by AJG’s Pesch?

Each phantom stock and notional stock unit represents the right to receive one share of Arthur J. Gallagher common stock. These awards are tied to deferred compensation and vesting schedules, rather than being currently tradable shares in the market like regular common stock.

How does the Age 62 Plan affect Pesch’s AJG equity awards?

Certain awards are granted under an Age 62 Plan, a nonqualified deferred compensation plan. Participants vest when they attain age 62, or after one year if already 61, meaning these equity-linked units become payable later rather than immediately like standard vested shares.

When will portions of Pesch’s notional stock units in AJG be paid?

Portions of Pesch’s notional stock units are scheduled to be paid in shares of Arthur J. Gallagher common stock in July 2025, 2026, 2027, and 2028, with additional portions payable following his separation from service, according to the plan’s deferral and payout terms.