CARY RICHARD C 4

What Happened
Cary Richard C, Controller and Chief Accounting Officer of Arthur J. Gallagher & Co. (AJG), received 471.698 shares on March 31, 2026 through the distribution/conversion of vested awards under the company's Age 62 deferred compensation plan. The reported acquisition value for those shares was $101,863. To satisfy withholding for income and employment taxes, 139 shares were withheld (disposed) with an approximate value of $30,017.

Key Details

• Transaction date: 2026-03-31. Acquisition: 471.698 shares at $215.95 (reported value $101,863). Tax withholding: 139 shares at $215.95 (reported $30,017).
• Instrument type: distribution/conversion of deferred compensation awards (phantom stock / notional stock units) under the Age 62 Plan (nonqualified deferred compensation). Footnotes state each phantom/notional unit equals one Gallagher common share.
• Reason: distribution of vested Age 62 Plan awards; shares were withheld to cover applicable taxes (footnotes F1–F3, F6–F7).
• Shares owned after transaction: not specified in this filing.
• Filing timeliness: Report filed 2026-04-01 for a 2026-03-31 transaction (no late filing indicated).

Context

• This was not an open-market buy or sale. It was a non-cash distribution/settlement of deferred compensation (phantom/notional stock units) that converted into company shares; part of the shares were withheld to pay taxes (cashless withholding).
• Such distributions are typically routine settlements of compensation plans and do not by themselves signal a change in insider sentiment.