STOCK TITAN

Arthur J. Gallagher (NYSE: AJG) COO details 23,800-share stock gift

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. reported that its Chief Operating Officer Patrick Murphy Gallagher made a bona fide gift of 23,800 shares of common stock on August 5, 2026. The gift, for estate planning purposes, transferred shares from his spouse to an irrevocable trust benefiting him and his children; the shares are held in family trusts, and he disclaims beneficial ownership except to the extent of any pecuniary interest. He also reports direct holdings of stock options and deferred-compensation awards, including phantom stock and notional stock units that each represent rights to receive Gallagher common shares in the future.

Positive

  • None.

Negative

  • None.
Insider Gallagher Patrick Murphy
Role Chief Operating Officer
Type Security Shares Price Value
Gift Common Stock F1, F2 23,800 $0.00 $0.00
holding Non-qualified Stock Option F5 -- -- --
holding Phantom Stock F6, F7 -- -- --
holding Non-qualified Stock Option F8, F9 -- -- --
holding Non-qualified Stock Option F10 -- -- --
holding Non-qualified Stock Option F9, F11 -- -- --
holding Non-qualified Stock Option F9, F12 -- -- --
holding Non-qualified Stock Option F13 -- -- --
holding Non-qualified Stock Option F9, F14 -- -- --
holding Phantom Stock F6, F15 -- -- --
holding Notional Stock Units F16, F17, F18 -- -- --
holding Common Stock F3 -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock F4 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 53,262 shares (Indirect, By Spouse's Trust); Non-qualified Stock Option — 66,257 shares (Direct); Phantom Stock — 21,535.773 shares (Direct); Notional Stock Units — 2,351.803 shares (Direct); Common Stock — 11,264 shares (Indirect, By Spouse as Trustee); Common Stock — 14,169.6426 shares (Direct); Common Stock — 491.136 shares (Indirect, Gallagher 401(k) plan account); Common Stock — 119,137.25 shares (Indirect, By Trust); Common Stock — 55,109 shares (Indirect, By Irrevocable Trust)
Footnotes (18)
  1. F1. This transaction represents a gift for estate planning purposes from the reporting person's spouse to an irrevocable trust of which the reporting person and his children are beneficiaries. The reporting person disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
  2. F2. Shares held in a revocable trust and an irrevocable trust of which the reporting person's spouse is sole Trustee and as to which he disclaims beneficial ownership
  3. F3. Shares held in trusts, for the benefit of the reporting person's children, of which his wife is sole trustee.
  4. F4. Shares held in trust for the benefit of the reporting person's children, of which he is a trustee.
  5. F5. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  6. F6. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
  7. F7. 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.
  8. F8. Closing price of Gallagher common stock on February 28, 2025.
  9. F9. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  10. F10. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  11. F11. Grant date of 3/16/2021.
  12. F12. Grant date of 3/12/2020.
  13. F13. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  14. F14. Grant date of 3/15/2022.
  15. F15. These shares represent awards under the Deferred Cash Participation Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock at the election of the participant. These awards are payable in a lump sum on the six-month anniversary of the reporting person's separation from service.
  16. F16. Each notional stock unit represents a right to receive one share of Gallagher common stock.
  17. F17. The notional stock units become payable following the reporting person's separation from service with Gallagher.
  18. F18. The notional stock units become payable following the reporting person's separation from service with Gallagher.
Gifted common shares 23,800 shares Bona fide gift on 2026-08-05 from spouse to an irrevocable trust
Spouse trust indirect holding 53,262 shares Common stock reported as held indirectly by spouse's trust after the gift
Largest option grant 17,775 shares at $228.20 Non-qualified stock option on common stock expiring 2033-03-01
Additional option grant 11,901 shares at $337.74 Non-qualified stock option on common stock expiring 2032-03-01
Phantom stock Age 62 Plan 17,731.211 shares Phantom stock awards under the Age 62 Plan, each share equal to one common share
Phantom stock deferred cash plan 3,804.562 shares Awards under the Deferred Cash Participation Plan deemed invested in common stock
Notional stock units 2,351.803 units Each unit represents a right to receive one Gallagher common share
Irrevocable trust holding 55,109 shares Common stock reported as held indirectly by an irrevocable trust
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
"One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date."
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."
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.
Age 62 Plan financial
"These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company."
Deferred Cash Participation Plan financial
"These shares represent awards under the Deferred Cash Participation Plan, a nonqualified deferred compensation plan of the Company."

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What insider transaction did Arthur J. Gallagher & Co. (AJG) report for its COO?

The filing shows COO Patrick Murphy Gallagher reported a bona fide gift of 23,800 shares of Arthur J. Gallagher common stock on August 5, 2026. The transfer was for estate planning, moving shares from his spouse to an irrevocable trust benefiting him and his children.

How many Arthur J. Gallagher (AJG) shares were transferred in the gift, and at what price?

The COO reported gifting 23,800 common shares at a stated price of $0.00 per share, reflecting a non-cash bona fide gift. The shares moved from his spouse to an irrevocable trust structure rather than being sold in the open market.

What trust and indirect holdings are associated with AJG COO Patrick Murphy Gallagher?

The filing lists 53,262 shares held via a spouse-administered trust, 11,264 shares in trusts where his spouse is trustee for their children, and 55,109 shares in an irrevocable trust, plus 491.136 shares in a 401(k) plan; he disclaims beneficial ownership beyond any pecuniary interest.

What stock options does AJG COO Patrick Murphy Gallagher hold according to this Form 4?

He reports non-qualified stock options on 17,775 shares at $228.20 expiring March 1, 2033, 11,901 shares at $337.74 expiring March 1, 2032, and several additional grants, generally vesting one-third on each of the 3rd, 4th, and 5th anniversaries of their grant dates.

What phantom stock and notional stock units are reported for AJG COO Patrick Murphy Gallagher?

He holds phantom stock tied to 17,731.211 shares under the Age 62 Plan and 3,804.562 shares under the Deferred Cash Participation Plan, plus 2,351.803 notional stock units. Each unit represents a right to receive one Gallagher common share, generally payable after separation from service.

SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Gallagher Patrick Murphy

(Last)(First)(Middle)
2850 GOLF ROAD

(Street)
ROLLING MEADOWS ILLINOIS 60008

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co. [ AJG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/05/2026G(1)23,800D$053,262IBy Spouse's Trust(2)
Common Stock11,264IBy Spouse as Trustee(3)
Common Stock14,169.6426D
Common Stock491.136IGallagher 401(k) plan account
Common Stock98,105.25IBy Trust
Common Stock21,032IBy Trust(4)
Common Stock55,109IBy Irrevocable Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-qualified Stock Option$228.2 (5)03/01/2033Common Stock17,77517,775D
Phantom Stock(6) (7) (7)Common Stock17,731.21117,731.211D
Non-qualified Stock Option$337.74(8) (9)03/01/2032Common Stock11,90111,901D
Non-qualified Stock Option$243.54 (10)03/01/2031Common Stock11,38611,386D
Non-qualified Stock Option$127.9 (9)(11)03/16/2028Common Stock7,2557,255D
Non-qualified Stock Option$86.17 (9)(12)03/12/2027Common Stock6,2706,270D
Non-qualified Stock Option$177.09 (13)03/15/2030Common Stock6,1606,160D
Non-qualified Stock Option$158.56 (9)(14)03/15/2029Common Stock5,5105,510D
Phantom Stock(6) (15) (15)Common Stock3,804.5623,804.562D
Notional Stock Units(16) (17) (18)Common Stock2,351.8032,351.803D
Explanation of Responses:
1. This transaction represents a gift for estate planning purposes from the reporting person's spouse to an irrevocable trust of which the reporting person and his children are beneficiaries. The reporting person disclaims beneficial ownership of the shares held by the trust except to the extent of his pecuniary interest therein.
2. Shares held in a revocable trust and an irrevocable trust of which the reporting person's spouse is sole Trustee and as to which he disclaims beneficial ownership
3. Shares held in trusts, for the benefit of the reporting person's children, of which his wife is sole trustee.
4. Shares held in trust for the benefit of the reporting person's children, of which he is a trustee.
5. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
6. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
7. 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.
8. Closing price of Gallagher common stock on February 28, 2025.
9. One-third of this stock option becomes exerciseable 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.
11. Grant date of 3/16/2021.
12. Grant date of 3/12/2020.
13. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
14. Grant date of 3/15/2022.
15. These shares represent awards under the Deferred Cash Participation Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock at the election of the participant. These awards are payable in a lump sum on the six-month anniversary of the reporting person's separation from service.
16. Each notional stock unit represents a right to receive one share of Gallagher common stock.
17. The notional stock units become payable following the reporting person's separation from service with Gallagher.
18. The notional stock units become payable following the reporting person's separation from service with Gallagher.
/s/ Monica Norzagaray, by power of attorney08/07/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)