Arthur J.Gallagher & Co.

03/02/2026 | Press release | Distributed by Public on 03/02/2026 20:12

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GALLAGHER THOMAS JOSEPH
2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co. [AJG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
2850 GOLF ROAD
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026
(Street)
ROLLING MEADOWS, IL 60008-4002
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 02/26/2026 M 28,200 A $75.59 318,691.08 D
Common Stock 02/26/2026 F 17,555(1) D $221.695 290,491.08 D
Common Stock 119,175 I By wife as trustee(2)(3)
Common Stock 96,709 I By Irrevocable Trust
Common Stock 62,295 I By grantor retained annuity trust
Common Stock 32,428 I By wife
Common Stock 418.70 I Gallagher 401(k) plan account
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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 02/26/2026 M 28,200 (4) 03/14/2026 Common Stock 28,200 $ 0 0 D
Non-qualified Stock Option $228.2 03/01/2026 A 22,219 (5) 03/01/2033 Common Stock 22,219 $228.2 22,219 D
Non-qualified Stock Option $127.9 (4) 03/16/2028 Common Stock 32,895 32,895 D
Non-qualified Stock Option $86.17 (4) 03/12/2027 Common Stock 31,340 31,340 D
Non-qualified Stock Option $158.56 (4) 03/15/2029 Common Stock 15,310 15,310 D
Non-qualified Stock Option $243.54 (6) 03/01/2031 Common Stock 15,070 15,070 D
Non-qualified Stock Option $337.74(7) (4) 03/01/2032 Common Stock 14,876 14,876 D
Non-qualified Stock Option $177.09 (8) 03/15/2030 Common Stock 12,744 12,744 D
Notional Stock Units $ 0 (9) (10) (10) Common Stock 11,110.1805 11,110.1805 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GALLAGHER THOMAS JOSEPH
2850 GOLF ROAD
ROLLING MEADOWS, IL 60008-4002
President

Signatures

/s/ Monica Norzagaray, by power of attorney 03/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the number of shares withheld by the Company as a result of the net exercise of stock options and used to pay the exercise price and required tax withholdings.
(2) The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(3) These shares are held in trusts, for the benefit of the reporting person's children, of which his wife is a trustee.
(4) One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
(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) One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
(9) Each notional stock unit represents a right to receive one share of Gallagher common stock.
(10) Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2025 and 2026 and following the reporting person's separation from service.

Remarks:
This filing reports the net exercise of stock options scheduled to expire on March 14, 2026 and a stock option award granted on March 1, 2026.

Ex-24: Power of Attorney.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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