SEC Form 4 · accession 0000354190-26-000175
Arthur J. Gallagher & Co. · AJG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Robert Pesch
Officer — Vice President
Period of report
Jul 1, 2026
Accepted (ET)
Jul 6, 2026 · 8:12 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 | Jul 1, 2026 | M | 356 | $229.57 | A | 44,833 | D | |
| Common Stock | holding | — | — | — | 59 | I | By Child | |
| Common StockF1 | holding | — | — | — | 12,505 | I | By Spouse's Trust | |
| 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 UnitsF2,F3,F4 | $0.00 | Jul 1, 2026 | M | 356 | D | — | — | Common Stock | 356 | 6,135 | D |
| Phantom StockF5,F6 | — | holding | — | — | — | — | — | Common Stock | 49,546 | 49,546 | D |
| Non-qualified Stock OptionF7 | $228.20 | holding | — | — | — | — | Mar 1, 2033 | Common Stock | 13,167 | 13,167 | D |
| Non-qualified Stock OptionF8,F9 | $86.17 | holding | — | — | — | — | Mar 12, 2027 | Common Stock | 7,520 | 7,520 | D |
| Non-qualified Stock OptionF9,F10 | $127.90 | holding | — | — | — | — | Mar 16, 2028 | Common Stock | 7,255 | 7,255 | D |
| Non-qualified Stock OptionF9,F11 | $158.56 | holding | — | — | — | — | Mar 15, 2029 | Common Stock | 4,900 | 4,900 | D |
| Non-qualified Stock OptionF9,F12 | $177.09 | holding | — | — | — | — | Mar 15, 2030 | Common Stock | 3,823 | 3,823 | D |
Explanation of responses
- F1Shares held in irrevocable trust, of which his spouse is sole Trustee.
- F10Grant date of 3/16/2021.
- F11Grant date of 3/15/2022.
- F12Grant date of 3/15/2023.
- F2Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F3Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2027 and 2028 and following the reporting person's separation from service.
- F4Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2027 and 2028 and following the reporting person's separation from service.
- F5Each share of phantom stock represents a right to receive one share of Gallagher common stock.
- F6These 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.
- F7One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F8Grant date of 3/12/2020.
- F9One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
Remarks
This report discloses the distribution of notional stock units (representing compensation previously deferred by the reporting person in the Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan) in the form of Gallagher common stock. The timing of this distribution in July 2026 is in accordance with the terms of the Supplemental Savings and Thrift Plan and the reporting person's election at the time of deferral.