Form 4: AJG CEO Gallagher's Equity Holdings Update

Arthur J. Gallagher & Co. CEO J. Patrick Gallagher Jr. reported the vesting of performance share units and subsequent stock transactions, adjusting his beneficial ownership.

Summary

• J. Patrick Gallagher Jr., CEO and Director of Arthur J. Gallagher & Co. (AJG), reported changes in his beneficial ownership of company securities.
• On March 15, 2026, 45,048 restricted performance share units, awarded on March 15, 2023, earned and vested.
• These 45,048 restricted shares were converted into common stock.
• Concurrently, 19,168 shares of common stock were disposed of at a price of $207.93 per share to cover tax withholding obligations related to the vesting.
• Following these transactions, direct beneficial ownership of common stock stands at 120,984.9335 shares.
• Indirect beneficial ownership includes 5,328 shares held by a Spouse's Trust, 255,965 shares by a Corporation, 66,703 shares by an Irrevocable Trust, 270,175 shares by a Spouse's revocable trust (beneficial ownership disclaimed), 219,955 shares by a Trust for children, and 491.142 shares in a Gallagher 401(k) plan account.
• Derivative securities include 153,788.107 Notional Stock Units and 143,990.15 Phantom Stock units (under the Age 62 Plan), both representing rights to receive common stock upon separation from service or vesting conditions.
• Several non-qualified stock options are also held, with various exercise prices ($127.9, $228.2, $158.56, $177.09, $243.54, $337.74) and vesting schedules (one-third exercisable on the 3rd, 4th, and 5th anniversaries of the respective grant dates).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a routine and expected disclosure of executive compensation vesting and related transactions, with no direct positive or negative implications for the company's operational or financial performance.

Positives

• The vesting of 45,048 performance share units indicates the achievement of previously set performance targets by management.
• Continued significant direct and indirect equity ownership by the CEO aligns management's interests with shareholders.

Negatives

• The disposition of 19,168 shares for tax withholding reduces the CEO's direct common stock holdings, though this is a standard practice for vested equity awards.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that routine insider transaction filings like this Form 4 are common across all industries, particularly for executives of publicly traded companies. The vesting of performance-based equity awards is a standard component of executive compensation packages designed to align management incentives with long-term shareholder value creation in the insurance brokerage and risk management sector.

Comparison to Industry Standards

• The structure of J. Patrick Gallagher Jr.'s equity compensation, including performance share units, phantom stock, and non-qualified stock options, is consistent with executive compensation practices observed in large, publicly traded companies within the financial services and insurance brokerage industry, such as Marsh & McLennan Companies (MMC) or Aon plc (AON).
• The vesting of performance shares indicates the achievement of pre-defined metrics, a common feature in performance-based compensation plans across global benchmarks.
• The sale of shares for tax withholding is also a standard and expected event upon the vesting of equity awards.

Related Party Transactions

• Shares held indirectly through a Spouse's Trust, a Corporation, an Irrevocable Trust, a Spouse's revocable trust (beneficial ownership disclaimed), and a Trust for children are disclosed, which are common related-party holdings for executives.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and ownership structure, reinforcing alignment of interests.
• Employees: No direct impact on general employees.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Next Steps

• Future vesting of non-qualified stock options on the 3rd, 4th, and 5th anniversaries of their respective grant dates.
• Notional stock units and phantom stock units will become payable following the reporting person's separation from service with Gallagher, or upon attaining age 62 for Age 62 Plan awards.

Key Dates

Keywords

Arthur J. Gallagher & Co., AJG, J. Patrick Gallagher Jr., CEO, Director, Form 4, insider transaction, beneficial ownership, common stock, restricted stock, performance share units, stock options, equity compensation, tax withholding