Ziebell William F 4

4 · Arthur J. Gallagher & Co. · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

Arthur J. Gallagher (AJG) VP William F. Ziebell Converts 50.921 Shares; Withholds

What Happened

William F. Ziebell, Vice President of Arthur J. Gallagher & Co. (AJG), converted/exercised 50.921 deferred/phantom shares into common stock on 2026-03-31. The shares were valued at $215.95 each, totaling about $10,996. The same 50.921 shares were then withheld/disposed to satisfy employment tax withholding, leaving no net new shares delivered to the reporting person.

Key Details

Transaction date: 2026-03-31; Form 4 filed 2026-04-02 (timely).
Price/value used: $215.95 per share; total value ≈ $10,996.
Shares acquired (conversion/exercise): 50.921 (code M). Shares disposed to cover taxes: 50.921 (code F).
Shares owned after transaction: not specified in the filing.
Relevant footnotes: F1/F2 — these were phantom/deferred stock awards under the Age 62 Plan (nonqualified deferred compensation); participants vest at age 62 (or after a one‑year period if age 61). Remark states the transaction “relates solely to the withholding of shares to cover employment taxes with respect to the vesting of shares under the Age 62 Plan.”
Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (withholding).

Context

This was a routine conversion of deferred/phantom stock with shares withheld for taxes (similar to a cashless settlement), not an open‑market sale or purchase. Such withholding transactions are common for vested awards and do not necessarily signal the insider’s market view.

Form 4

Period: 2026-03-31

VICE PRESIDENT

Transactions

Exercise/Conversion
Common Stock
2026-03-31$215.95/sh+50.921$10,996→ 48,735.745 total
Tax Payment
Common Stock
2026-03-31$215.95/sh−50.921$10,996→ 48,684.824 total
Exercise/Conversion
Phantom Stock
[F1][F2]
2026-03-31−50.921→ 68,389.892 total
→ Common Stock (50.921 underlying)

Holdings

Common Stock
(indirect: By 401(k))
491.139
Non-qualified Stock Option
[F3]
Exercise: $86.17Exp: 2027-03-12→ Common Stock (23,510 underlying)
23,510
Non-qualified Stock Option
[F3]
Exercise: $127.90Exp: 2028-03-16→ Common Stock (22,210 underlying)
22,210
Non-qualified Stock Option
[F3]
Exercise: $158.56Exp: 2029-03-15→ Common Stock (11,100 underlying)
11,100
Notional Stock Units
[F4][F5]
→ Common Stock (6,033.755 underlying)
6,033.755
Non-qualified Stock Option
[F6]
Exercise: $177.09Exp: 2030-03-15→ Common Stock (9,240 underlying)
9,240
Non-qualified Stock Option
[F7]
Exercise: $243.54Exp: 2031-03-01→ Common Stock (9,712 underlying)
9,712
Non-qualified Stock Option
[F8][F3]
Exercise: $337.74Exp: 2032-03-01→ Common Stock (9,917 underlying)
9,917

Footnotes (8)

[F1]Each share of phantom stock represents a right to receive one share of Gallagher common stock.
[F2]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.
[F3]One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
[F4]Each notional stock unit represents a right to receive one share of Gallagher common stock.
[F5]The notional stock units become payable following the reporting person's separation from service with Gallagher.
[F6]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
[F7]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
[F8]Closing price of Gallagher common stock on February 28, 2025.

Signature

/s/ Monica Norzagaray, by power of attorney|2026-04-02

1 file