SEC Form 4 · accession 0000354190-26-000173
Arthur J. Gallagher & Co. · AJG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas K Howell
Officer — VP & Chief Financial Officer
Period of report
Jun 22, 2026
Accepted (ET)
Jun 24, 2026 · 6:45 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000354190
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 106,807 | D | ||
| Common StockF1 | holding | — | — | — | 3,165 | I | By Spouse | |
| Common Stock | holding | — | — | — | 491 | I | Gallagher 401(k) plan account |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Notional Stock UnitsF3,F2,F4,F5 | $0.00 | Jun 22, 2026 | I | 12,954 | D | — | — | Common Stock | 12,954 | 185,954 | D |
| Notional Stock UnitsF2,F6 | $0.00 | holding | — | — | — | — | — | Common Stock | 208,342 | 208,342 | D |
| Non-qualified Stock OptionF7 | $127.90 | holding | — | — | — | — | Mar 16, 2028 | Common Stock | 31,265 | 31,265 | D |
| Non-qualified Stock OptionF8 | $228.20 | holding | — | — | — | — | Mar 1, 2033 | Common Stock | 20,737 | 20,737 | D |
| Non-qualified Stock OptionF7 | $86.17 | holding | — | — | — | — | Mar 12, 2027 | Common Stock | 17,130 | 17,130 | D |
| Non-qualified Stock OptionF7 | $158.56 | holding | — | — | — | — | Mar 15, 2029 | Common Stock | 14,545 | 14,545 | D |
| Non-qualified Stock OptionF9,F7 | $337.74 | holding | — | — | — | — | Mar 1, 2032 | Common Stock | 13,884 | 13,884 | D |
| Non-qualified Stock OptionF10 | $243.54 | holding | — | — | — | — | Mar 1, 2031 | Common Stock | 12,726 | 12,726 | D |
| Non-qualified Stock OptionF11 | $177.09 | holding | — | — | — | — | Mar 15, 2030 | Common Stock | 12,107 | 12,107 | D |
| Phantom StockF12,F13 | — | holding | — | — | — | — | — | Common Stock | 6,889 | 6,889 | D |
Explanation of responses
- F1The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.
- F10One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F11One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F12Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F13These 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.
- F2Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F3This disposition of notional stock units is a discretionary transaction by the reporting person to move assets he holds in the company's Supplemental Savings and Thrift Plan ("SS&T Plan"), a nonqualified deferred compensation plan, from the investment option representing Gallagher common stock to cash partially to cover his expected tax obligations as a result of a distribution that will occur in July 2026 under such plan.
- F4Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2028 and 2029 and following the reporting person's separation from service.
- F5The reporting person's disposition of Gallagher common stock reported herein was matchable under Section 16(b) of the Securities and Exchange Act of 1934, to the extent of 12,892.211 shares the reporting person invested in through the SS&T Plan on February 12, 2026. The reporting person had a loss of approximately $32,123 in connection with this short-swing transaction.
- F6The notional stock units become payable following the reporting person's separation from service with Gallagher.
- F7One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F8One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F9Closing price of Gallagher common stock on February 28, 2025.
Remarks
This disposition of notional stock units is a discretionary transaction by the reporting person to move assets he holds in the company's SS&T Plan, a nonqualified deferred compensation plan, from the investment option representing Gallagher common stock to cash partially to cover his expected tax obligations as a result of a distribution that will occur in July 2026 under such plan. The reporting person's disposition of Gallagher common stock reported herein was matchable under Section 16(b) of the Securities and Exchange Act of 1934, to the extent of 12,892.211 shares the reporting person invested in through the SS&T Plan on February 12, 2026. The reporting person had a loss of approximately $32,123 in connection with this short-swing transaction.