Arthur J.Gallagher & Co.

03/04/2026 | Press release | Distributed by Public on 03/04/2026 20:21

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 J PATRICK JR
2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co. [AJG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
2850 GOLF ROAD
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026
(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 03/02/2026 M 44,050 A $79.59 123,904.9335 D
Common Stock 03/02/2026 S(1) 27,450 D $230.312(2) 96,454.9335 D
Common Stock 03/03/2026 G 1,350 D $ 0 95,104.9335 D
Common Stock 03/03/2026 G 1,350 D $ 0 270,175 I By Spouse(3)
Common Stock 03/03/2026 G 600 A $ 0 219,955 I By Trust(4)
Common Stock 5,328 I By Spouse's Trust(5)
Common Stock 255,965 I By Corporation
Common Stock 66,703 I By Irrevocable Trust
Common Stock 418.702 I Gallagher 401(k) plan account
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)
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
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GALLAGHER J PATRICK JR
2850 GOLF ROAD
ROLLING MEADOWS, IL 60008-4002
X CEO

Signatures

/s/ Monica Norzagaray, by power of attorney 03/04/2026
**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) 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.

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.
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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