Arthur J. Gallagher (NYSE: AJG) CFO reports tax-related stock sale

Rhea-AI Filing Summary

Arthur J. Gallagher & Co.’s Vice President and Chief Financial Officer reported a sale of common stock on a Form 4. On 12/22/2025, the insider sold 5,000 shares of Arthur J. Gallagher & Co. common stock at an average weighted price of $258.0485 per share. The filing states this sale was made to cover tax obligations related to the distribution of 35,739 deferred shares under the company’s Supplemental Savings and Thrift Plan.

After these transactions and related adjustments, the reporting person directly beneficially owns 95,580.7558 shares of common stock, with additional indirect holdings through a spouse and a Gallagher 401(k) plan account, as well as notional stock units, stock options, and phantom stock awards that are tied to future vesting or 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^*

HOWELL DOUGLAS K

(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)
	VP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

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	12/22/2025		S(1)		5,000	D	$258.0485(2)	95,776.7558	D
Common Stock	12/22/2025		G		196	D	$0	95,580.7558(3)	D
Common Stock								3,165	I	By Spouse(4)
Common Stock								418.691	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
Notional Stock Units	$0(5)							(6)	(6)	Common Stock	208,342.081		208,342.081	D
Notional Stock Units	$0(5)							(7)	(7)	Common Stock	177,994.9726		177,994.9726	D
Non-qualified Stock Option	$127.9							(8)	03/16/2028	Common Stock	31,265		31,265	D
Non-qualified Stock Option	$86.17							(8)	03/12/2027	Common Stock	17,130		17,130	D
Non-qualified Stock Option	$158.56							(8)	03/15/2029	Common Stock	14,545		14,545	D
Non-qualified Stock Option	$79.59							(8)	03/14/2026	Common Stock	14,100		14,100	D
Non-qualified Stock Option	$337.74(9)							(8)	03/01/2032	Common Stock	13,884		13,884	D
Non-qualified Stock Option	$243.54							(10)	03/01/2031	Common Stock	12,726		12,726	D
Non-qualified Stock Option	$177.09							(11)	03/15/2030	Common Stock	12,107		12,107	D
Phantom Stock	(12)							(13)	(13)	Common Stock	4,257.047		4,257.047	D

Explanation of Responses:

1. This report discloses a sale of shares to cover tax obligations relating to the distribution of 35,739 deferred shares under the company's Supplemental Savings and Thrift Plan (reported on August 4, 2025). In lieu of withholding for taxes, the reporting person was required to receive the full distribution of shares and subsequently sell a portion of such shares to cover his tax obligation.

2. The price reported is an average weighted price. The shares were sold in multiple transactions on 12/22/2025 at prices ranging from $257.730 to $258.250. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4.

3. 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.

4. The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.

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

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

7. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2028 and 2029 and following the reporting person's separation from service.

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

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

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

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

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

13. 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:

This report discloses a sale of shares to cover tax obligations relating to the distribution of 35,739 deferred shares under the company's Supplemental Savings and Thrift Plan (reported on August 4, 2025). In lieu of withholding for taxes, the reporting person was required to receive the full distribution of shares and subsequently sell a portion of such shares to cover his tax obligation. Exhibit List: Ex-24: Power of Attorney.

	/s/ Monica Norzagaray, by power of attorney	12/29/2025
	** Signature of Reporting Person	Date
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).
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FAQ

What insider transaction did Arthur J. Gallagher (AJG) report on this Form 4?

The company’s Vice President and Chief Financial Officer reported selling 5,000 shares of Arthur J. Gallagher & Co. common stock on 12/22/2025 at an average weighted price of $258.0485 per share.

Why did the AJG officer sell 5,000 shares of common stock?

The filing explains that the sale was made to cover tax obligations arising from the distribution of 35,739 deferred shares under the company’s Supplemental Savings and Thrift Plan.

How many Arthur J. Gallagher (AJG) shares does the insider own after the reported sale?

Following the reported transactions, the officer directly beneficially owns 95,580.7558 shares of Arthur J. Gallagher & Co. common stock, plus additional indirect holdings via a spouse and a Gallagher 401(k) plan account.

What other equity-based awards does the AJG officer hold?

The report lists notional stock units, multiple non-qualified stock options with various exercise prices and expiration dates, and phantom stock tied to the company’s nonqualified deferred compensation and Age 62 plans.

How are the notional stock units for the AJG officer settled?

Each notional stock unit represents a right to receive one share of Arthur J. Gallagher common stock, generally payable after the officer’s separation from service, with portions scheduled in specific future years.

Does the AJG officer control the shares held by their spouse?

No. The filing states the officer has no voting or investment power over the shares held by their spouse and disclaims beneficial ownership of those shares.