Gallagher CFO exercises phantom stock, tax shares withheld
Arthur J. Gallagher & Co. VP & Chief Financial Officer Douglas K. Howell exercised 76.382 phantom stock units into an equal number of common shares, then had 76.382 shares withheld to cover tax obligations at a price of $215.95 per share.
Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. VP & Chief Financial Officer Douglas K. Howell exercised 76.382 phantom stock units into an equal number of common shares, then had 76.382 shares withheld to cover tax obligations at a price of $215.95 per share. After these routine compensation-related entries, he directly holds 106,709.7558 common shares, plus indirect holdings through a spouse and a Gallagher 401(k) plan where he disclaims beneficial ownership. He also retains substantial notional stock units and non-qualified stock options that can deliver additional Gallagher common stock over time.
Insider Trade Summary
76.382 shares exercised/converted
Exercise
14 txns
Insider
HOWELL DOUGLAS K
Role
VP & Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 76.382 | $0.00 | $0.00 |
| Exercise | Common Stock | 76.382 | $215.95 | $16K |
| Exercise Price or Tax Liability | Common Stock | 76.382 | $215.95 | $16K |
| holding | Notional Stock Units | -- | -- | -- |
| 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 | -- | -- | -- |
Holdings After Transaction:
Phantom Stock — 6,866.898 contracts (Direct);
Common Stock — 106,709.7558 shares (Direct);
Notional Stock Units — 400,546.3286 contracts (Direct);
Non-qualified Stock Option — 122,394 contracts (Direct);
Common Stock — 3,165 shares (Indirect, By Spouse);
Common Stock — 491.131 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (11)
- F1. The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.
- F2. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F3. 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.
- F4. Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F5. The notional stock units become payable following the reporting person's separation from service with Gallagher.
- F6. 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.
- F7. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F8. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F9. Closing price of Gallagher common stock on February 28, 2025.
- 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.
Key Figures
Phantom stock exercised: 76.382 units
Tax-withholding shares: 76.382 shares
Direct common stock holdings: 106,709.7558 shares
+5 more
8 metrics
Phantom stock exercised
76.382 units
Converted into 76.382 shares of common stock on March 31, 2026
Tax-withholding shares
76.382 shares
Common shares withheld for taxes at $215.95 per share
Direct common stock holdings
106,709.7558 shares
Shares of Arthur J. Gallagher & Co. held directly after transactions
Indirect spouse holdings
3,165 shares
Common stock held indirectly by spouse
Indirect 401(k) holdings
491.1310 shares
Common stock in Gallagher 401(k) plan account
Notional stock units balance
208,342.0810 units
Notional stock units referencing common stock, one right per share
Largest option grant
31,265 shares at $127.90
Non-qualified stock option, expiration March 16, 2028
Highest strike option
13,884 shares at $337.74
Non-qualified stock option, expiration March 1, 2032
Key Terms
Phantom Stock, Notional Stock Units, Non-qualified Stock Option, Age 62 Plan, +1 more
5 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 ... underlying security title Common Stock"
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.
Age 62 Plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company"
nonqualified deferred compensation plan financial
"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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did AJG CFO Douglas Howell do in this Form 4 filing?
Douglas Howell exercised 76.382 phantom stock units into common shares, then had the same number of shares withheld for taxes. These are routine compensation-related entries rather than open-market trades and leave his overall equity position in Arthur J. Gallagher & Co. largely unchanged.
Was there any open-market buying or selling of AJG stock by the CFO?
No open-market purchases or sales are reported in this filing. The Form 4 shows an exercise of phantom stock into common shares and a matching tax-withholding disposition, both tied to compensation arrangements rather than discretionary market trades in Arthur J. Gallagher & Co. stock.
What derivative positions does the AJG CFO still hold after this Form 4?
Douglas Howell continues to hold large notional stock unit balances and multiple non-qualified stock option grants. These options cover tens of thousands of AJG shares at exercise prices between $86.17 and $337.74, with expiration dates ranging from 2027 to 2033, supporting ongoing equity exposure.
AI-generated analysis. How Rhea-AI works. Not financial advice.
