Gallagher (NYSE: AJG) VP granted 6,214 shares; 3,146 withheld for tax

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. vice president Vishal Jain reported equity compensation and related tax-withholding transactions involving the company’s common stock. On March 15, 2026, he received 6,214 restricted shares of common stock and separately acquired 6,214 common shares through an option exercise coded M.

To cover tax obligations on these vesting events, a total of 3,146 common shares were withheld at $207.93 per share across March 15–16, 2026 under F-code transactions, which are not open‑market sales. Following these transactions, Jain directly holds 66,740.69 common shares, plus additional indirect holdings through a Gallagher 401(k) plan account.

He also holds various derivative awards, including phantom stock and non‑qualified stock options over Gallagher common stock, with exercise prices ranging from $86.17 to $337.74 and stated expiration dates between 2027 and 2033, as well as notional stock units that convert into common shares after 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^*

Jain Vishal

(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)
03/15/2026

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		6,214(1)	A	$0	6,214	D
Common Stock	03/15/2026		M		6,214	A	$0	69,886.69	D
Common Stock	03/15/2026		F		2,645	D	$207.93	67,241.69	D
Common Stock	03/16/2026		F(2)		501	D	$207.93	66,740.69	D
Common Stock								491.113	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	39,506.268		39,506.268	D
Non-qualified Stock Option	$228.2							(5)	03/01/2033	Common Stock	14,319		14,319	D
Non-qualified Stock Option	$127.9							(6)	03/16/2028	Common Stock	13,580		13,580	D
Non-qualified Stock Option	$86.17							(6)(7)	03/12/2027	Common Stock	10,450		10,450	D
Non-qualified Stock Option	$158.56							(6)	03/15/2029	Common Stock	9,950		9,950	D
Non-qualified Stock Option	$337.74(8)							(6)	03/01/2032	Common Stock	9,587		9,587	D
Non-qualified Stock Option	$243.54							(9)	03/01/2031	Common Stock	8,707		8,707	D
Non-qualified Stock Option	$177.09							(10)	03/15/2030	Common Stock	8,284		8,284	D
Notional Stock Units	$0(11)							(12)	(12)	Common Stock	5,500.2426		5,500.2426	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. Grant date of 3/12/2020.

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

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

10. One-third of this stock option becomes exercisable 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. 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
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FAQ

What did Arthur J. Gallagher (AJG) executive Vishal Jain report on this Form 4?

Vishal Jain reported equity compensation and related tax-withholding transactions in Arthur J. Gallagher common stock. The filing details newly granted restricted shares, an option exercise into common stock, and shares withheld to satisfy associated tax obligations, along with his updated stock and derivative award holdings.

How many Arthur J. Gallagher (AJG) shares were granted to Vishal Jain in this filing?

The filing shows Jain received 6,214 restricted shares of Arthur J. Gallagher common stock. These were reported as a grant or award coded A, reflecting equity compensation rather than an open‑market purchase, and increase his direct ownership position in the company’s common stock.

Were there any open-market stock sales or purchases by Vishal Jain in AJG?

The Form 4 shows no open-market purchase (P) or sale (S) codes. Dispositions were coded F, meaning 3,146 shares of Arthur J. Gallagher common stock were withheld to cover tax obligations tied to vesting events, not discretionary market trades by the executive.

How many Arthur J. Gallagher (AJG) shares does Vishal Jain hold after these transactions?

After the reported transactions, Jain directly holds 66,740.69 shares of Arthur J. Gallagher common stock. He also has indirect exposure through 491.113 shares held in a Gallagher 401(k) plan account, plus several derivative awards linked to additional underlying common shares.

What derivative and deferred equity awards linked to AJG stock does Vishal Jain retain?

Jain retains phantom stock, non-qualified stock options, and notional stock units tied to Arthur J. Gallagher common stock. Option exercise prices range from $86.17 to $337.74, with expirations between 2027 and 2033, while phantom and notional units each represent the right to receive one common share.

At what price were AJG shares withheld for Vishal Jain’s tax obligations?

Shares withheld for tax obligations were valued at $207.93 per share. A total of 3,146 common shares of Arthur J. Gallagher were withheld across two F‑code transactions, corresponding to vesting and award events, rather than representing voluntary sales into the open market.

How does this AJG Form 4 describe Vishal Jain’s phantom and notional stock units?

The filing explains that each phantom stock share and each notional stock unit represents a right to receive one Arthur J. Gallagher common share. Notional stock units become payable following Jain’s separation from service, reflecting deferred compensation rather than immediately exercisable equity.