GALLAGHER THOMAS JOSEPH 4

What Happened

• Thomas Joseph Gallagher, President of Arthur J. Gallagher & Co. (AJG), executed a net exercise of stock options on Feb 26, 2026 and received a stock-based award granted Mar 1, 2026.
• Transactions reported:
  • Exercised options (code M) to acquire 28,200 shares at an exercise price of $75.59 -> value of shares acquired ≈ $2,131,638.
  • Tax/exercise payment via share withholding (code F): 17,555 shares were withheld at $221.69 -> value ≈ $3,891,856 (these shares were surrendered to cover exercise price and tax withholdings, not sold on the open market).
  • The exercised derivative portion also shows a disposition of 28,200 derivative units at $0 (reporting of the option conversion).
  • Award/grant (code A) on 2026-03-01: 22,219 notional stock units (each representing a right to one share) at $228.20 -> value ≈ $5,070,376 (derivative/RSU-like award).

Key Details

• Dates & prices: Feb 26, 2026 (option exercise; exercise price $75.59; withholding price $221.69); Mar 1, 2026 (award at $228.20).
• Withholding: F1—17,555 shares were withheld by the company to pay the exercise price and required tax withholdings (not an open‑market sale).
• Award type: F9/F10—notional stock units/RSU-style award; portions may be payable as shares at specified future dates or upon separation (see filing footnotes).
• Vesting/expiration: The exercised options were scheduled to expire Mar 14, 2026 (per filing remarks). Several footnotes describe typical multi‑year vesting schedules for options.
• Shares owned after transaction: Not specified in the provided filing details.
• Timeliness: Filing date Mar 2, 2026 — within the standard Section 16 two-business-day reporting window for a 2/26 transaction (not reported late).
• Codes explained: M = option exercise, F = shares withheld to satisfy exercise/tax, A = award/grant.

Context

• This was a net (cashless) exercise: some option shares were converted and a portion were withheld by the company to cover exercise costs and taxes—this is routine for option exercises and not the same as an open‑market sale.
• The Mar 1 award is a derivative/RSU-style grant that typically vests or is payable according to the footnoted schedule, so it does not necessarily reflect an immediate purchase of stock.
• The withholding (disposition) reduces the number of newly issued shares the insider actually received; it does not indicate a sell decision to take profits on the open market.