SEC Form 4 · accession 0000354190-26-000199
Arthur J. Gallagher & Co. · AJG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Walter D. Bay
Officer — General Counsel
Period of report
Aug 24, 2026
Accepted (ET)
Aug 26, 2026 · 7:34 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 StockF1 | Aug 24, 2026 | S | 12,000 | $270.081 | D | 71,292 | D | |
| 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-qualified Stock OptionF2 | $127.90 | holding | — | — | — | — | Mar 16, 2028 | Common Stock | 24,500 | 24,500 | D |
| Non-qualified Stock OptionF2 | $86.17 | holding | — | — | — | — | Mar 12, 2027 | Common Stock | 17,630 | 17,630 | D |
| Non-qualified Stock OptionF3 | $228.20 | holding | — | — | — | — | Mar 1, 2033 | Common Stock | 16,952 | 16,952 | D |
| Non-qualified Stock OptionF2 | $158.56 | holding | — | — | — | — | Mar 15, 2029 | Common Stock | 11,405 | 11,405 | D |
| Non-qualified Stock OptionF4,F2 | $337.74 | holding | — | — | — | — | Mar 1, 2032 | Common Stock | 11,350 | 11,350 | D |
| Non-qualified Stock OptionF5 | $243.54 | holding | — | — | — | — | Mar 1, 2031 | Common Stock | 10,884 | 10,884 | D |
| Non-qualified Stock OptionF6 | $177.09 | holding | — | — | — | — | Mar 15, 2030 | Common Stock | 9,452 | 9,452 | D |
| Notional Stock UnitsF7,F8 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,829 | 5,829 | D |
| Phantom StockF9,F10 | — | holding | — | — | — | — | — | Common Stock | 4,007 | 4,007 | D |
Explanation of responses
- F1The price reported is an average weighted price. The shares were sold in multiple transactions on 8/24/2026 at prices ranging from $270.01 to $270.17. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F10These 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 in the year they attain age 62, or after a one-year period for participants who have attained age 61.
- F2One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F3One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F4Closing price of Gallagher common stock on February 28, 2025.
- F5One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F6One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
- F7Each notional stock unit represents a right to receive one share of Gallagher common stock.
- F8The notional stock units become payable in July 2026 and following the reporting person's separation from service with Gallagher.
- F9Each share of phantom stock represents a right to receive one share of Gallagher common stock.