03/04/2026 | Press release | Distributed by Public on 03/04/2026 20:21
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Notional Stock Units | $ 0 (6) | 03/03/2026 | I | 91,769.428(7) | (8) | (8) | Common Stock | 91,769.428 | $225.23 | 153,072.954 | D | ||||
| Non-qualified Stock Option | $79.59 | 03/02/2026 | M | 44,050 | (9) | 03/14/2026 | Common Stock | 44,050 | $ 0 | 0 | D | ||||
| Phantom Stock | (10) | (11) | (11) | Common Stock | 136,060.984 | 136,060.984 | D | ||||||||
| Non-qualified Stock Option | $86.17 | (9) | 03/12/2027 | Common Stock | 68,550 | 68,550 | D | ||||||||
| Non-qualified Stock Option | $127.9 | (9) | 03/16/2028 | Common Stock | 76,975 | 76,975 | D | ||||||||
| Non-qualified Stock Option | $158.56 | (9) | 03/15/2029 | Common Stock | 35,825 | 35,825 | D | ||||||||
| Non-qualified Stock Option | $177.09 | (12) | 03/15/2030 | Common Stock | 30,029 | 30,029 | D | ||||||||
| Non-qualified Stock Option | $243.54 | (13) | 03/01/2031 | Common Stock | 27,210 | 27,210 | D | ||||||||
| Non-qualified Stock Option | $337.74 | (9) | 03/01/2032 | Common Stock | 22,727 | 22,727 | D | ||||||||
| Non-qualified Stock Option | $228.2 | (14) | 03/01/2033 | Common Stock | 48,449 | 48,449 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GALLAGHER J PATRICK JR 2850 GOLF ROAD ROLLING MEADOWS, IL 60008-4002 |
X | CEO | ||
| /s/ Monica Norzagaray, by power of attorney | 03/04/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | Covers tax obligations and the exercise price relating to the exercise of expiring stock options. |
| (2) | The price reported is an average weighted price. The shares were sold in multiple transactions at prices ranging from $230.210 to $230.780. 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. |
| (3) | Shares held in revocable trust of which my spouse is sole Trustee and as to which I disclaim beneficial ownership. |
| (4) | Held in trust for benefit of children. |
| (5) | Shares held in trust for the benefit of my children of which I am sole Trustee. |
| (6) | Each notional stock unit represents a right to receive one share of Gallagher common stock. |
| (7) | The reporting person moved $20,669,228.36 in assets that he holds in the company's Supplemental Savings and Thrift Plan, a nonqualified deferred compensation plan, into the investment option representing Gallagher common stock, which is a discretionary transaction by the reporting person. |
| (8) | The notional stock units become payable following the reporting person's separation from service with Gallagher. |
| (9) | One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| (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. |
| (12) | One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| (13) | One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| (14) | One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
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Remarks: This report discloses several transactions by the reporting person, including an exercise of expiring stock options, gifts and a discretionary election to move $20,669,228.36 in assets that he holds in the company's Supplemental Savings and Thrift Plan, a nonqualified deferred compensation plan, into the investment option representing Gallagher common stock. |
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