Bay Walter D. 4

What Happened
Walter D. Bay, General Counsel of Arthur J. Gallagher & Co. (AJG), exercised/converted derivative awards on 2026-03-31 that resulted in the acquisition of 1,415.092 shares at an exercise price of $215.95 (aggregate value ≈ $305,589). To cover applicable income and employment taxes, 627 shares were withheld at the same price (value ≈ $135,401). The derivative position corresponding to 1,415.092 units was settled (reported as disposed at $0.00), consistent with distribution/settlement of deferred awards.

Key Details

• Transaction date: 2026-03-31; SEC filing date: 2026-04-01 (timely).
• Acquired via exercise/conversion (Code M): 1,415.092 shares @ $215.95 = $305,589 (approx.).
• Withheld for taxes (Code F): 627 shares @ $215.95 = $135,401 (approx.).
• Reported derivative disposition: 1,415.092 units @ $0.00 (settlement of the award).
• Shares owned after the transaction: not disclosed in the provided excerpt.
• Notable footnotes: transactions relate solely to distribution of vested shares under the Age 62 Plan and withholding to cover taxes; phantom/notional stock units represent rights to receive one share each and some units become payable after separation from service.
• Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax withholding.

Context
This was a routine conversion/distribution of vested deferred-compensation/phantom stock under the Age 62 Plan and a net settlement to cover tax obligations — not an open-market purchase or sale signaling a directional trade. Withholding of shares for taxes (net settlement) is common and does not necessarily indicate bullish or bearish intent.