Arthur J. Gallagher (AJG) VP details Age 62 Plan stock moves

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. vice president reported equity transactions dated 01/01/2026 related to company stock and deferred compensation. The filing shows 954.69 shares of common stock acquired at $0 under a phantom stock/Age 62 Plan distribution, coded as an exercise or conversion (code M). It also reports 259 shares of common stock disposed of at $258.79 per share, coded as a tax withholding transaction (code F). After these transactions, the officer directly owned 58,418.69 shares of common stock and held additional shares through a Gallagher 401(k) plan account.

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)
01/01/2026

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	01/01/2026		M		954.69	A	$0	58,677.69	D
Common Stock	01/01/2026		F		259	D	$258.79	58,418.69(1)	D
Common Stock								418.673	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							(2)(3)	03/14/2026	Common Stock	8,450		8,450	D
Non-qualified Stock Option	$86.17							(3)(4)	03/12/2027	Common Stock	10,450		10,450	D
Non-qualified Stock Option	$127.9							(3)	03/16/2028	Common Stock	13,580		13,580	D
Non-qualified Stock Option	$158.56							(3)	03/15/2029	Common Stock	9,950		9,950	D
Non-qualified Stock Option	$177.09							(5)	03/15/2030	Common Stock	8,284		8,284	D
Non-qualified Stock Option	$243.54							(6)	03/01/2031	Common Stock	8,707		8,707	D
Non-qualified Stock Option	$337.74(7)							(3)	03/01/2032	Common Stock	9,587		9,587	D
Notional Stock Units	$0(8)							(9)	(9)	Common Stock	4,898.537		4,898.537	D
Phantom Stock	(10)	01/01/2026		M			954.69	(11)	(11)	Common Stock	954.69	$0	37,264.943	D

Explanation of Responses:

1. In the past, Common Stock and Common Stock (Restricted) were reported as two separate line items. In the future, they will be reported as a combined total as is stated on this Form.

2. Grant date of 3/14/2019.

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

4. Grant date of 3/12/2020.

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

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

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

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

9. The notional stock units become payable following the reporting person's separation from service with Gallagher.

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

11. 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.

Remarks:

The transactions in this report relate solely to the withholding of shares to cover applicable income and employment taxes with respect to the distribution of an award under the Age 62 Plan.

	/s/ Monica Norzagaray, by power of attorney	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Arthur J. Gallagher (AJG) report on 01/01/2026?

The vice president of Arthur J. Gallagher & Co. reported transactions dated 01/01/2026 involving common stock acquired and shares withheld to cover taxes tied to an Age 62 Plan award distribution.

How many Arthur J. Gallagher (AJG) shares were acquired and at what price?

The filing reports that 954.69 shares of AJG common stock were acquired at a price of $0 per share, reflecting the distribution of an award under the Age 62 Plan and related phantom stock conversion.

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

The report shows that 259 shares of AJG common stock were disposed of to cover income and employment taxes, at a price of $258.79 per share, coded as a tax withholding transaction (code F).

What is the Age 62 Plan mentioned in the Arthur J. Gallagher (AJG) filing?

The Age 62 Plan is described as a nonqualified deferred compensation plan whose awards are deemed invested in company common stock at the participant’s election. Participants vest when they attain age 62, or after one year if they are already at least 61.

How many Arthur J. Gallagher (AJG) shares did the officer own after the reported transactions?

Following the reported transactions, the officer beneficially owned 58,418.69 shares of AJG common stock directly and held an additional 418.673 shares through a Gallagher 401(k) plan account.

What derivative awards does the Arthur J. Gallagher (AJG) officer hold?

The filing lists multiple non-qualified stock options on AJG common stock with exercise prices ranging from $79.59 to $337.74 and expirations from 03/14/2026 through 03/01/2032, along with 4,898.537 notional stock units and 37,264.943 shares of phantom stock.

What do the notional stock units and phantom stock represent for Arthur J. Gallagher (AJG)?

Each notional stock unit and each share of phantom stock represents a right to receive one share of AJG common stock. The notional stock units become payable after the reporting person’s separation from service, and the phantom stock relates to awards under the Age 62 Plan.