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Arthur J. Gallagher & Co.·4

Apr 1, 7:34 PM ET

GALLAGHER J PATRICK JR 4

4 · Arthur J. Gallagher & Co. · Filed Apr 1, 2026

Research Summary

AI-generated summary of this filing

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Arthur J. Gallagher CEO J. Patrick Gallagher Jr. Exercises Options, Withholds Shares

What Happened
J. Patrick Gallagher Jr., CEO and Director of Arthur J. Gallagher & Co. (AJG), exercised stock options on 2026-03-31 that resulted in the acquisition of 5,345.903 shares at an exercise price of $215.95 per share (aggregate value ≈ $1,154,448). As part of the transaction, 2,369 shares were withheld/disposed to cover applicable income and employment taxes (valued at ≈ $511,586). The filing shows the derivative position was converted into shares as part of the exercise.

Key Details

  • Transaction date: 2026-03-31; Form 4 filed 2026-04-01 (timely filing).
  • Option exercise: 5,345.903 shares acquired at $215.95 (total ≈ $1,154,448).
  • Tax withholding/disposition: 2,369 shares withheld at $215.95 (total ≈ $511,586).
  • Reported codes: M = option exercise/conversion; F = withholding/payment of taxes.
  • Footnotes: Transactions relate to distribution of vested shares under the Age 62 Plan (nonqualified deferred compensation); withholding of shares to cover income and employment taxes. Vesting schedules referenced (one-third vest on 3rd, 4th, and 5th anniversaries).
  • Shares owned after the transaction: not specified in this filing.

Context
This was an option exercise with shares withheld to satisfy tax obligations — a common, routine outcome (often described as a cashless exercise or tax withholding). The Age 62 Plan treatment indicates these were vested deferred-compensation awards converted into company stock rather than an open-market purchase or sale intended as a directional bet on the stock.

Insider Transaction Report

Form 4
Period: 2026-03-31
Arthur J. Gallagher & Co.AJG
GALLAGHER J PATRICK JR
DirectorCEO
Transactions
  • Exercise/Conversion

    Common Stock

    2026-03-31$215.95/sh+5,345.903$1,154,448→ 126,330.837 total
  • Tax Payment

    Common Stock

    [F1]
    2026-03-31$215.95/sh−2,369$511,586→ 123,961.837 total
  • Exercise/Conversion

    Phantom Stock

    [F5][F6]
    2026-03-31−5,345.903→ 139,097.882 total
    → Common Stock (5,345.903 underlying)
Holdings

  • Common Stock

    [F2]
    (indirect: By Trust)
    5,328

  • Common Stock

    (indirect: By Corporation)
    255,965

  • Common Stock

    (indirect: By Trust)
    66,703

  • Common Stock

    [F3]
    (indirect: By Spouse)
    270,175

  • Common Stock

    [F4]
    (indirect: By Trust)
    219,955

  • Common Stock

    (indirect: By 401(k))
    491.142

  • Notional Stock Units

    [F7][F8]
    Exercise: $0.00→ Common Stock (153,788.107 underlying)
    153,788.107

  • Non-qualified Stock Option

    [F9]
    Exercise: $127.90Exp: 2028-03-16→ Common Stock (76,975 underlying)
    76,975

  • Non-qualified Stock Option

    [F9]
    Exercise: $86.17Exp: 2027-03-12→ Common Stock (68,550 underlying)
    68,550

  • Non-qualified Stock Option

    [F10]
    Exercise: $228.20Exp: 2033-03-01→ Common Stock (48,449 underlying)
    48,449

  • Non-qualified Stock Option

    [F9]
    Exercise: $158.56Exp: 2029-03-15→ Common Stock (35,825 underlying)
    35,825

  • Non-qualified Stock Option

    [F11]
    Exercise: $177.09Exp: 2030-03-15→ Common Stock (30,029 underlying)
    30,029

  • Non-qualified Stock Option

    [F12]
    Exercise: $243.54Exp: 2031-03-01→ Common Stock (27,210 underlying)
    27,210

  • Non-qualified Stock Option

    [F9]
    Exercise: $337.74Exp: 2032-03-01→ Common Stock (22,727 underlying)
    22,727
Footnotes (12)
  • [F1]The transactions in this report relate solely to the distribution of vested shares under the Age 62 Plan and the withholding of shares to cover applicable income and employment taxes.
  • [F10]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  • [F11]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  • [F12]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
  • [F2]Shares held in trust for the benefit of my children of which I am sole Trustee.
  • [F3]Shares held in revocable trust of which my spouse is sole Trustee and as to which I disclaim beneficial ownership.
  • [F4]Held in trust for benefit of children.
  • [F5]Each share of phantom stock represents a right to receive one share of Gallagher common stock.
  • [F6]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.
  • [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]One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
Signature
/s/ Monica Norzagaray, by power of attorney|2026-04-01

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT