Arthur J. Gallagher (NYSE: AJG) CEO sells, gifts stock and reallocates $20.7M

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. CEO J. Patrick Gallagher Jr. exercised 44,050 non-qualified stock options at $79.59 per share and sold 27,450 common shares at an average price of about $230.312, with proceeds covering tax and option exercise obligations. He also made bona fide gifts totaling 3,300 common shares directly and through spouse and trust accounts. In addition, he executed a discretionary transaction moving $20,669,228.36 in a supplemental savings plan into Gallagher common stock, creating 91,769.428 notional stock units valued at $225.23 each.

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^*

GALLAGHER J PATRICK JR

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		M		44,050	A	$79.59	123,904.9335	D
Common Stock	03/02/2026		S(1)		27,450	D	$230.312(2)	96,454.9335	D
Common Stock	03/03/2026		G		1,350	D	$0	95,104.9335	D
Common Stock	03/03/2026		G		1,350	D	$0	270,175	I	By Spouse(3)
Common Stock	03/03/2026		G		600	A	$0	219,955	I	By Trust(4)
Common Stock								5,328	I	By Spouse's Trust(5)
Common Stock								255,965	I	By Corporation
Common Stock								66,703	I	By Irrevocable Trust
Common Stock								418.702	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
Notional Stock Units	$0(6)	03/03/2026		I		91,769.428(7)		(8)	(8)	Common Stock	91,769.428	$225.23	153,072.954	D
Non-qualified Stock Option	$79.59	03/02/2026		M			44,050	(9)	03/14/2026	Common Stock	44,050	$0	0	D
Phantom Stock	(10)							(11)	(11)	Common Stock	136,060.984		136,060.984	D
Non-qualified Stock Option	$86.17							(9)	03/12/2027	Common Stock	68,550		68,550	D
Non-qualified Stock Option	$127.9							(9)	03/16/2028	Common Stock	76,975		76,975	D
Non-qualified Stock Option	$158.56							(9)	03/15/2029	Common Stock	35,825		35,825	D
Non-qualified Stock Option	$177.09							(12)	03/15/2030	Common Stock	30,029		30,029	D
Non-qualified Stock Option	$243.54							(13)	03/01/2031	Common Stock	27,210		27,210	D
Non-qualified Stock Option	$337.74							(9)	03/01/2032	Common Stock	22,727		22,727	D
Non-qualified Stock Option	$228.2							(14)	03/01/2033	Common Stock	48,449		48,449	D

Explanation of Responses:

1. Covers tax obligations and the exercise price relating to the exercise of expiring stock options.

2. The price reported is an average weighted price. The shares were sold in multiple transactions at prices ranging from $230.210 to $230.780. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Shares held in revocable trust of which my spouse is sole Trustee and as to which I disclaim beneficial ownership.

4. Held in trust for benefit of children.

5. Shares held in trust for the benefit of my children of which I am sole Trustee.

6. Each notional stock unit represents a right to receive one share of Gallagher common stock.

7. The reporting person moved $20,669,228.36 in assets that he holds in the company's Supplemental Savings and Thrift Plan, a nonqualified deferred compensation plan, into the investment option representing Gallagher common stock, which is a discretionary transaction by the reporting person.

8. The notional stock units become payable following the reporting person's separation from service with Gallagher.

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

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

11. 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.

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

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

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

Remarks:

This report discloses several transactions by the reporting person, including an exercise of expiring stock options, gifts and a discretionary election to move $20,669,228.36 in assets that he holds in the company's Supplemental Savings and Thrift Plan, a nonqualified deferred compensation plan, into the investment option representing Gallagher common stock.

	/s/ Monica Norzagaray, by power of attorney	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Arthur J. Gallagher (AJG) report on this Form 4?

The CEO reported exercising 44,050 stock options, selling 27,450 common shares, gifting 3,300 shares, and reallocating $20,669,228.36 in a supplemental savings plan into 91,769.428 notional stock units tied to Gallagher common stock.

How many Arthur J. Gallagher (AJG) shares did the CEO sell and at what price?

He sold 27,450 shares of common stock in an open-market transaction at an average price of about $230.312 per share, with the filing noting the sale covered tax obligations and the exercise price of expiring stock options.

What stock option exercise did the Arthur J. Gallagher (AJG) CEO report?

He exercised 44,050 non-qualified stock options at an exercise price of $79.59 per share, converting them into common stock. The related sale of shares was used to cover the option exercise cost and associated tax obligations, according to the filing footnotes.

What discretionary plan transaction involving AJG stock units did the CEO make?

He moved $20,669,228.36 in assets within the company’s Supplemental Savings and Thrift Plan into an investment option representing Gallagher common stock, creating 91,769.428 notional stock units at a reference value of $225.23 each, payable after his separation from service.

What stock gifts did the Arthur J. Gallagher (AJG) CEO disclose?

He reported bona fide gifts totaling 3,300 common shares: 1,350 shares held directly, 1,350 shares held by his spouse, and 600 shares held by a trust for the benefit of children, reflecting transfers rather than sales for cash consideration.

How did the CEO’s ownership in AJG change after these transactions?

Following the reported activity, he held 96,454.9335 common shares directly and 153,072.954 notional stock units, plus various indirect holdings through spouse, trusts, a corporation, and a 401(k) account, as detailed in the post-transaction balances table.