Gallagher (NYSE: AJG) HR chief granted 6,612 shares, 2,186 withheld

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. Chief Human Resources Officer Susan E. Pietrucha reported equity compensation activity involving performance-based shares and related tax withholding. Performance share units awarded on March 15, 2023 were earned and vested as of March 15, 2026, resulting in an award of 6,612 shares of restricted common stock at a stated price of $0.00 per share.

Those restricted shares were then converted into 6,612 shares of common stock, and 2,186 of those common shares were withheld at $207.93 per share to cover tax obligations. After these transactions, she directly holds 16,396.7715 shares of common stock and indirectly holds 367.312 shares through a Gallagher 401(k) plan account. She also retains derivative interests, including 100,637.795 phantom stock units and 15,324.048 notional stock units linked to common stock, plus several non-qualified stock option grants with stated exercise prices and future expiration dates.

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^*

Pietrucha Susan E

(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)
	Chief Human Resources Officer

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		6,612(1)	A	$0	6,612	D
Common Stock (restricted)	03/15/2026		M		6,612	D	$0	0	D
Common Stock	03/15/2026		M		6,612	A	$0	18,582.7715	D
Common Stock	03/15/2026		F		2,186	D	$207.93	16,396.7715	D
Common Stock								367.312	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	(2)							(3)	(3)	Common Stock	100,637.795		100,637.795	D
Non-qualified Stock Option	$127.9							(4)	03/16/2028	Common Stock	21,210		21,210	D
Notional Stock Units	$0(5)							(6)	(6)	Common Stock	15,324.048		15,324.048	D
Non-qualified Stock Option	$86.17							(4)	03/12/2027	Common Stock	15,020		15,020	D
Non-qualified Stock Option	$228.2							(7)	03/01/2033	Common Stock	14,977		14,977	D
Non-qualified Stock Option	$337.74(8)							(4)	03/01/2032	Common Stock	10,028		10,028	D
Non-qualified Stock Option	$158.56							(4)	03/15/2029	Common Stock	9,875		9,875	D
Non-qualified Stock Option	$243.54							(9)	03/01/2031	Common Stock	9,210		9,210	D
Non-qualified Stock Option	$177.09							(10)	03/15/2030	Common Stock	8,815		8,815	D

Explanation of Responses:

1. Performance share units (awarded on March 15, 2023) earned and vested as of March 15, 2026.

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

3. 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.

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

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

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.

	/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 Susan Pietrucha report in this Form 4?

Susan Pietrucha reported the vesting of 6,612 performance-based restricted shares that converted into common stock, plus related tax withholding. The filing shows compensation-related equity activity rather than open-market trading, reflecting routine share-based incentives tied to prior awards granted in March 2023.

How many Arthur J. Gallagher (AJG) shares does Susan Pietrucha hold after the reported transactions?

After the transactions, Susan Pietrucha directly holds 16,396.7715 shares of Arthur J. Gallagher common stock. She also indirectly holds 367.312 shares through a Gallagher 401(k) plan account, giving investors a clearer view of her post-transaction equity position in the company.

Were any Arthur J. Gallagher (AJG) shares sold on the open market in this Form 4?

No open-market sales are reported. The only disposition involves 2,186 common shares withheld at $207.93 per share to satisfy tax obligations tied to the vesting and conversion of performance share units, a standard non-market mechanism for covering equity compensation taxes.

What performance-based award vested for Arthur J. Gallagher (AJG) executive Susan Pietrucha?

Performance share units awarded on March 15, 2023 were earned and vested as of March 15, 2026. This vesting generated 6,612 restricted shares that were then converted into common stock, illustrating how prior long-term incentive grants are delivering equity to the executive.

What derivative or deferred equity interests in Arthur J. Gallagher (AJG) does Susan Pietrucha retain?

She retains phantom stock representing 100,637.795 underlying common shares and 15,324.048 notional stock units, each linked one-for-one to Gallagher common stock. She also holds several non-qualified stock option grants with stated exercise prices and expiration dates extending through 2033.

How were taxes handled on Susan Pietrucha’s Arthur J. Gallagher (AJG) equity vesting?

To cover tax obligations, 2,186 common shares were withheld at $207.93 per share in connection with the vesting and conversion of the performance-based award. This withholding is recorded as a tax-liability disposition rather than as an open-market sale transaction.