VICE PRESIDENT Jain Vishal converted options into 955 shares and covered exercise/tax liability with 259 shares, increasing direct ownership by 1% to 58,419 units (SEC Form 4)
$AJG
Specialty Insurers
Finance
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co. [ AJG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/01/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/01/2026 | M | 954.69 | A | $0 | 58,677.69 | D | |||
| Common Stock | 01/01/2026 | F | 259 | D | $258.79 | 58,418.69(1) | D | |||
| Common Stock | 418.673 | I | Gallagher 401(k) plan account | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-qualified Stock Option | $79.59 | (2)(3) | 03/14/2026 | Common Stock | 8,450 | 8,450 | D | ||||||||
| Non-qualified Stock Option | $86.17 | (3)(4) | 03/12/2027 | Common Stock | 10,450 | 10,450 | D | ||||||||
| Non-qualified Stock Option | $127.9 | (3) | 03/16/2028 | Common Stock | 13,580 | 13,580 | D | ||||||||
| Non-qualified Stock Option | $158.56 | (3) | 03/15/2029 | Common Stock | 9,950 | 9,950 | D | ||||||||
| Non-qualified Stock Option | $177.09 | (5) | 03/15/2030 | Common Stock | 8,284 | 8,284 | D | ||||||||
| Non-qualified Stock Option | $243.54 | (6) | 03/01/2031 | Common Stock | 8,707 | 8,707 | D | ||||||||
| Non-qualified Stock Option | $337.74(7) | (3) | 03/01/2032 | Common Stock | 9,587 | 9,587 | D | ||||||||
| Notional Stock Units | $0(8) | (9) | (9) | Common Stock | 4,898.537 | 4,898.537 | D | ||||||||
| Phantom Stock | (10) | 01/01/2026 | M | 954.69 | (11) | (11) | Common Stock | 954.69 | $0 | 37,264.943 | D | ||||
| Explanation of Responses: |
| 1. In the past, Common Stock and Common Stock (Restricted) were reported as two separate line items. In the future, they will be reported as a combined total as is stated on this Form. |
| 2. Grant date of 3/14/2019. |
| 3. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| 4. Grant date of 3/12/2020. |
| 5. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| 6. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| 7. Closing price of Gallagher common stock on February 28, 2025. |
| 8. Each notional stock unit represents a right to receive one share of Gallagher common stock. |
| 9. The notional stock units become payable following the reporting person's separation from service with Gallagher. |
| 10. Each share of phantom stock represents a right to receive one share of Gallagher common stock. |
| 11. 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. |
| Remarks: |
| The transactions in this report relate solely to the withholding of shares to cover applicable income and employment taxes with respect to the distribution of an award under the Age 62 Plan. |
| /s/ Monica Norzagaray, by power of attorney | 01/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||