STOCK TITAN

Arthur J. Gallagher officer sells $253K in stock

Controller and Chief Accounting Officer Richard C. Cary sold 1,000 AJG shares and reported continuing direct, 401(k), option, notional unit and phantom stock holdings.

(Moderate)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. officer Richard C. Cary, the Controller and Chief Accounting Officer, reported selling 1,000 shares of common stock on September 15, 2026 at $252.8583 per share, leaving 46,819.487 shares held directly. He also reports indirect holdings through a 401(k) plan and multiple equity-based awards, including stock options, notional stock units and phantom stock. No Rule 10b5-1 trading plan is reported for this sale.

Positive

  • None.

Negative

  • None.
Insider CARY RICHARD C
Role Controller, CAO
Sold 1,000 shs ($253K)
Type Security Shares Price Value
Sale Common Stock 1,000 $252.8583 $253K
holding Non-qualified Stock Option F1 -- -- --
holding Non-qualified Stock Option F1 -- -- --
holding Non-qualified Stock Option F2 -- -- --
holding Non-qualified Stock Option F1 -- -- --
holding Notional Stock Units F3, F4 -- -- --
holding Phantom Stock F5, F6 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 46,819.487 shares (Direct); Non-qualified Stock Option — 7,405 contracts (Direct); Notional Stock Units — 1,018.466 contracts (Direct); Phantom Stock — 160.685 contracts (Direct); Common Stock — 418.699 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (6)
  1. F1. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  2. F2. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  3. F3. Each notional stock unit represents a right to receive one share of Gallagher common stock.
  4. F4. The notional stock units become payable in July 2026 and following the reporting person's separation from service with Gallagher.
  5. F5. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
  6. F6. 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.
Common shares sold 1,000 shares Sale of Arthur J. Gallagher & Co. common stock on September 15, 2026
Sale price per share $252.8583 per share Price for 1,000 shares of common stock sold on September 15, 2026
Direct common shares after sale 46,819.487 shares Directly held Arthur J. Gallagher & Co. common stock following the reported sale
Indirect 401(k) holdings 418.699 shares Common stock held indirectly through a Gallagher 401(k) plan account
Option position at $127.90 2,349 underlying shares Non-qualified stock option, exercise price $127.90, expiring March 16, 2028
Option position at $158.56 2,265 underlying shares Non-qualified stock option, exercise price $158.56, expiring March 15, 2029
Notional stock units 1,018.466 units Each unit represents a right to receive one share of common stock
Phantom stock units 160.685 units Each share of phantom stock represents a right to receive one share of common stock
Non-qualified Stock Option financial
"One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
notional stock unit financial
"Each notional stock unit represents a right to receive one share of Gallagher common stock"
phantom stock financial
"Each share of phantom stock represents a right to receive one share of Gallagher common stock"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Age 62 Plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did AJG’s Controller Richard C. Cary report?

He reported selling 1,000 shares of Arthur J. Gallagher & Co. common stock on September 15, 2026 at a price of $252.8583 per share, and this sale was reported as a direct ownership transaction.

How many AJG shares does Richard C. Cary hold after the reported sale?

After the sale, Richard C. Cary holds 46,819.487 shares of Arthur J. Gallagher & Co. common stock directly, plus 418.699 shares held indirectly through a Gallagher 401(k) plan account, as well as additional equity-based awards tied to common stock.

Were Richard C. Cary’s AJG share sales made under a Rule 10b5-1 plan?

No. The filing indicates that no Rule 10b5-1 trading plan is reported for the transactions disclosed, meaning the sale of 1,000 Arthur J. Gallagher & Co. shares was not affirmed as executed under a pre-arranged trading plan.

What stock options tied to AJG common stock does Richard C. Cary report?

He reports non-qualified stock options over 2,349 shares at $127.90 expiring March 16, 2028, 2,265 shares at $158.56 expiring March 15, 2029, 1,572 shares at $177.09 expiring March 15, 2030, and 1,219 shares at $86.17 expiring March 12, 2027.

What are the notional stock units and phantom stock reported for AJG?

He holds 1,018.466 notional stock units and 160.685 shares of phantom stock, each representing a right to receive one share of Arthur J. Gallagher & Co. common stock, with the notional units payable beginning in July 2026 following separation from service.

How do Richard C. Cary’s AJG stock options vest according to the filing?

For the non-qualified stock options described, one-third of each option becomes exercisable on each of the third, fourth and fifth anniversaries of the respective grant dates, as stated in the related footnotes to the Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
CARY RICHARD C

(Last)(First)(Middle)
2850 GOLF ROAD

(Street)
ROLLING MEADOWS ILLINOIS 60008-4002

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Controller, CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock09/15/2026S1,000D$252.858346,819.487D
Common Stock418.699IGallagher 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-qualified Stock Option$127.9 (1)03/16/2028Common Stock2,3492,349D
Non-qualified Stock Option$158.56 (1)03/15/2029Common Stock2,2652,265D
Non-qualified Stock Option$177.09 (2)03/15/2030Common Stock1,5721,572D
Non-qualified Stock Option$86.17 (1)03/12/2027Common Stock1,2191,219D
Notional Stock Units(3) (4) (4)Common Stock1,018.4661,018.466D
Phantom Stock(5) (6) (6)Common Stock160.685160.685D
Explanation of Responses:
1. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
2. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
3. Each notional stock unit represents a right to receive one share of Gallagher common stock.
4. The notional stock units become payable in July 2026 and following the reporting person's separation from service with Gallagher.
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.
/s/ Monica Norzagaray, by power of attorney09/17/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Keep reading