AJ Gallagher CEO exercises stock units, covers taxes
Arthur J. Gallagher & Co. CEO J. Patrick Gallagher Jr. exercised 5,345.903 shares of phantom stock into common stock on March 31, 2026 under the company’s Age 62 nonqualified deferred compensation plan.
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Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. CEO J. Patrick Gallagher Jr. exercised 5,345.903 shares of phantom stock into common stock on March 31, 2026 under the company’s Age 62 nonqualified deferred compensation plan. A portion of the resulting shares (2,369) was withheld at $215.95 per share to cover income and employment taxes, leaving him with 123,961.8365 common shares held directly, plus significant additional indirect and derivative holdings.
Insider Trade Summary
5,345.903 shares exercised/converted
Exercise
17 txns
Insider
GALLAGHER J PATRICK JR
Role
CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 5,345.903 | $0.00 | $0.00 |
| Exercise | Common Stock | 5,345.903 | $215.95 | $1.15M |
| Exercise Price or Tax Liability | Common Stock | 2,369 | $215.95 | $512K |
| holding | Notional Stock Units | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Phantom Stock — 139,097.882 contracts (Direct);
Common Stock — 123,961.8365 shares (Direct);
Notional Stock Units — 153,788.107 contracts (Direct);
Non-qualified Stock Option — 309,765 contracts (Direct);
Common Stock — 5,328 shares (Indirect, By Spouse's Trust);
Common Stock — 255,965 shares (Indirect, By Corporation);
Common Stock — 66,703 shares (Indirect, By Irrevocable Trust);
Common Stock — 270,175 shares (Indirect, By Spouse);
Common Stock — 219,955 shares (Indirect, By Trust);
Common Stock — 491.142 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (12)
- F1. The transactions in this report relate solely to the distribution of vested shares under the Age 62 Plan and the withholding of shares to cover applicable income and employment taxes.
- F2. Shares held in trust for the benefit of my children of which I am sole Trustee.
- F3. Shares held in revocable trust of which my spouse is sole Trustee and as to which I disclaim beneficial ownership.
- F4. Held in trust for benefit of children.
- F5. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- 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.
- F7. Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F8. The notional stock units become payable following the reporting person's separation from service with Gallagher.
- F9. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F10. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F11. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F12. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
Key Figures
Phantom stock exercised: 5,345.903 shares
Tax-withheld shares: 2,369 shares
Direct common shares after transaction: 123,961.8365 shares
+5 more
8 metrics
Phantom stock exercised
5,345.903 shares
Converted into common stock on March 31, 2026
Tax-withheld shares
2,369 shares
Withheld at $215.95 per share for taxes
Direct common shares after transaction
123,961.8365 shares
Direct AJG common stock holdings post-March 31, 2026
Notional stock units underlying shares
153,788.1070 shares
Right to receive common stock following separation from service
Option exercise price
$86.17 per share
Non-qualified stock option expiring March 12, 2027
Option exercise price
$337.74 per share
Non-qualified stock option expiring March 1, 2032
Direct phantom stock holdings after exercise
139,097.8820 units
Phantom stock balance following reported transaction
Indirect common stock by corporation
255,965 shares
Indirect ownership line item labeled “By Corporation”
Key Terms
Phantom Stock, Notional Stock Units, Non-qualified Stock Option, nonqualified deferred compensation plan, +2 more
6 terms
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.
Notional Stock Units financial
"Each notional stock unit represents a right to receive one share of Gallagher common stock."
Non-qualified Stock Option financial
"Non-qualified Stock Option"
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.
nonqualified deferred compensation plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company,"
A nonqualified deferred compensation plan is an arrangement where an employer lets select employees postpone receiving part of their pay or bonuses until a future date, often at retirement, so taxes are paid later. It matters to investors because these payouts are typically unsecured promises by the company—like an internal IOU—so they create future cash obligations and expose the company to extra liability risk if the business falters, and they also reveal how executives are being paid and motivated.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Age 62 Plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company,"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did AJG CEO J. Patrick Gallagher Jr. report in this Form 4?
He reported exercising 5,345.903 phantom stock units into Arthur J. Gallagher & Co. common shares on March 31, 2026. The filing also shows related tax withholding and his updated direct, indirect, and derivative equity holdings in the company after these compensation-related transactions.
What are the CEO’s direct common stock holdings in Arthur J. Gallagher after these transactions?
After the March 31, 2026 transactions, he directly holds 123,961.8365 Arthur J. Gallagher common shares. The filing also discloses multiple additional indirect common stock holdings through trusts, a corporation, a spouse, and a 401(k) plan, which are listed separately from his direct position.
What derivative and notional equity awards does the AJG CEO still hold?
He retains notional stock units tied to 153,788.1070 underlying common shares and several non-qualified stock option grants. These options cover underlying shares at exercise prices from $86.17 to $337.74, with expirations between March 2027 and March 2033 as disclosed in the derivative holdings table.
What is the Age 62 Plan mentioned in the Arthur J. Gallagher Form 4?
The Age 62 Plan is a nonqualified deferred compensation plan where awards are deemed invested in company common stock. Participants vest in these awards upon reaching age 62, or after one year if they are already at least 61, triggering distributions like the phantom stock conversion reported.
AI-generated analysis. How Rhea-AI works. Not financial advice.
