Bay Walter D. 4

4 · Arthur J. Gallagher & Co. · Filed Mar 17, 2026

AI-generated summary of this filing

Updated Mar 18, 2026

AJG General Counsel Walter Bay Receives 7,090 Shares; 2,411 Withheld

What Happened

Walter D. Bay, General Counsel of Arthur J. Gallagher & Co. (AJG), had 7,090 performance-based shares convert/vest on March 15, 2026 (acquired at $0 as awards). To satisfy tax withholding, 2,411 of those shares were disposed at $207.93/share for a withholding of $501,319. Net to Bay after withholding: +4,679 shares.
The filing reflects award/vesting and conversion (codes A and M) and a tax withholding disposition (code F). The $207.93 per-share figure is the price used for the withholding calculation; that implies a gross value of the 7,090 shares of about $1.47M.

Key Details

Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely).
Actions: Award/acquisition of 7,090 shares (code A); conversion/exercise to same 7,090 shares (code M); 2,411 shares disposed/withheld for taxes (code F) at $207.93/share totaling $501,319.
Net change: +4,679 shares retained by the reporting person after withholding.
Notable footnote: F1 — these were performance share units awarded on March 15, 2023 and earned/vested March 15, 2026.
Filing does not state total post-transaction beneficial ownership in this summary; consult the full Form 4 for precise holdings.

Context

This is a routine vesting/tax-withholding transaction, not an open-market purchase or sale for investment purposes. Code F indicates shares were surrendered/withheld to cover tax obligations (common on PSU/RSU vesting).
For retail investors, vesting events increase insider-held shares but do not by themselves signal a buy or sell decision.

Form 4

Period: 2026-03-15

General Counsel

Transactions

Holdings

Common Stock
(indirect: By 401(k))
491.129
Non-qualified Stock Option
[F2]
Exercise: $127.90Exp: 2028-03-16→ Common Stock (24,500 underlying)
24,500
Non-qualified Stock Option
[F2]
Exercise: $86.17Exp: 2027-03-12→ Common Stock (17,630 underlying)
17,630
Non-qualified Stock Option
[F3]
Exercise: $228.20Exp: 2033-03-01→ Common Stock (16,952 underlying)
16,952
Non-qualified Stock Option
[F2]
Exercise: $158.56Exp: 2029-03-15→ Common Stock (11,405 underlying)
11,405
Non-qualified Stock Option
[F4][F2]
Exercise: $337.74Exp: 2032-03-01→ Common Stock (11,350 underlying)
11,350
Non-qualified Stock Option
[F5]
Exercise: $243.54Exp: 2031-03-01→ Common Stock (10,884 underlying)
10,884
Non-qualified Stock Option
[F6]
Exercise: $177.09Exp: 2030-03-15→ Common Stock (9,452 underlying)
9,452
Notional Stock Units
[F7][F8]
Exercise: $0.00→ Common Stock (5,828.546 underlying)
5,828.546
Phantom Stock
[F9][F10]
→ Common Stock (5,399.1 underlying)
5,399.1

Footnotes (10)

[F1]Performance share units (awarded on March 15, 2023) earned and vested as of March 15, 2026.
[F10]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 in the year they attain age 62, or after a one-year period for participants who have attained age 61.
[F2]One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
[F3]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
[F4]Closing price of Gallagher common stock on February 28, 2025.
[F5]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
[F6]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
[F7]Each notional stock unit represents a right to receive one share of Gallagher common stock.
[F8]The notional stock units become payable following the reporting person's separation from service with Gallagher.
[F9]Each share of phantom stock represents a right to receive one share of Gallagher common stock.

Signature

/s/ Monica Norzagaray, by power of attorney|2026-03-17

1 file