Gallagher (NYSE: AJG) VP exercises phantom stock, uses shares for tax
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. vice president William F. Ziebell exercised equity awards and had shares withheld for taxes. On March 31, 2026, he exercised 50.921 shares of phantom stock into the same number of common shares, valued at $215.95 per share for reporting purposes.
The same 50.921 common shares were then used to satisfy tax obligations through a share-withholding transaction. After these moves, he directly held 48,684.8241 common shares and indirectly held 491.139 shares in a Gallagher 401(k) plan account.
He also retained several non-qualified stock option positions on Gallagher common stock, including awards with exercise prices of $86.17, $127.90, $158.56, $177.09, $243.54, and $337.74, plus 6,033.7549 notional stock units that each represent a right to receive one share of common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
50.921 shares exercised/converted
Mixed
11 txns
Insider
Ziebell William F
Role
VICE PRESIDENT
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Phantom Stock | 50.921 | $0.00 | -- |
| Exercise | Common Stock | 50.921 | $215.95 | $11K |
| Tax Withholding | Common Stock | 50.921 | $215.95 | $11K |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Notional Stock Units | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Phantom Stock — 68,389.892 shares (Direct);
Common Stock — 48,735.745 shares (Direct);
Non-qualified Stock Option — 23,510 shares (Direct);
Notional Stock Units — 6,033.755 shares (Direct);
Common Stock — 491.139 shares (Indirect, Gallagher 401(k) plan account)
Footnotes (1)
- Each share of phantom stock represents a right to receive one share of Gallagher common stock. 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. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Each notional stock unit represents a right to receive one share of Gallagher common stock. The notional stock units become payable following the reporting person's separation from service with Gallagher. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Closing price of Gallagher common stock on February 28, 2025.
Key Figures
Phantom stock exercised: 50.921 shares
Tax-withholding shares: 50.921 shares
Common stock value: $215.95 per share
+4 more
7 metrics
Phantom stock exercised
50.921 shares
Converted to common stock on March 31, 2026
Tax-withholding shares
50.921 shares
Common shares used to satisfy tax obligations
Common stock value
$215.95 per share
Reporting price for exercised and withheld shares
Direct common shares after
48,684.8241 shares
Direct holdings following reported transactions
Indirect 401(k) shares
491.139 shares
Common stock in Gallagher 401(k) plan account
Options at $86.17
23,510 underlying shares
Non-qualified stock option, expires March 12, 2027
Notional stock units
6,033.7549 units
Each unit represents one common share payable after separation
Key Terms
Phantom Stock, Non-qualified Stock Option, Notional Stock Units, tax-withholding disposition, +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.
Non-qualified Stock Option financial
"Non-qualified Stock Option ... underlying security title: Common Stock ... exercise price: 86.1700"
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 Units financial
"Each notional stock unit represents a right to receive one share of Gallagher common stock."
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" ... 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.
nonqualified deferred compensation plan financial
"awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company"
Age 62 Plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company"
FAQ
What did AJG executive William F. Ziebell report in this Form 4?
William F. Ziebell reported exercising 50.921 phantom stock units into 50.921 shares of Arthur J. Gallagher common stock, then using those same 50.921 shares to cover tax obligations through share withholding, while disclosing his updated direct and indirect share and option holdings.
What type of equity award did Ziebell exercise in AJG on March 31, 2026?
Ziebell exercised 50.921 shares of phantom stock, each representing a right to receive one Arthur J. Gallagher common share. The conversion created 50.921 common shares, which were then used in a tax-withholding transaction at a reported value of $215.95 per share.
Was the Form 4 transaction for AJG an open-market sale or tax withholding?
The disposition in this Form 4 reflects tax withholding, not an open-market sale. The filing shows 50.921 common shares with transaction code F, described as payment of tax liability by delivering securities, following the exercise of an equivalent number of phantom stock units.
What stock options on AJG common stock does Ziebell still hold?
Ziebell retained several non-qualified stock options on Arthur J. Gallagher common stock, with exercise prices of $86.17, $127.90, $158.56, $177.09, $243.54, and $337.74, and expiration dates ranging from March 12, 2027, to March 1, 2032, covering multiple blocks of underlying shares.
What are Ziebell’s notional stock units in Arthur J. Gallagher?
Ziebell holds 6,033.7549 notional stock units, each representing a right to receive one Arthur J. Gallagher common share. Footnotes state these units become payable following his separation from service, functioning as part of his nonqualified deferred compensation tied to company stock.