HOWELL DOUGLAS K 4

What Happened
Douglas K. Howell, CFO of Arthur J. Gallagher & Co. (AJG), executed a discretionary acquisition of 12,892.211 notional stock units on February 10, 2026, at a per-unit value of $212.58, totaling $2,740,626. This was a derivative transaction (notional/phantom stock units) representing rights to receive Gallagher common stock under internal deferred compensation arrangements rather than an open‑market purchase of shares.

Key Details

• Transaction date and price: 2026-02-10; 12,892.211 units @ $212.58 each; total value $2,740,626.
• Transaction type: Acquisition of notional stock units (derivative), discretionary move of assets.
• Filing: Report filed 2026-02-12 for the 2026-02-10 transaction (timely).
• Shares owned after transaction: Not disclosed in this filing.
• Footnotes / plan details:
  • F1: Reporting person disclaims voting and investment power and disclaims beneficial ownership of these shares.
  • F10: Units relate to the Age 62 Plan, a nonqualified deferred compensation plan; participants vest at age 62 (or after one year for those age 61).
  • F2 / F9: Each notional/phantom stock unit represents a right to receive one share of common stock.
  • F3/F4: Portions/payments are scheduled for July 2026, 2028, 2029 and/or upon separation from service.
• Remarks: The filing states this was a discretionary transfer of assets from the company’s Supplemental Savings and Thrift Plan into the investment option representing Gallagher common stock.

Context: These are not actual shares with current voting power but notional units that can convert to stock or cash per plan terms at specified payout dates or upon separation. The filing does not indicate an open-market purchase or sale.