Form 4: AJG COO Gallagher Vests Shares, Sells for Tax
Insider Transaction Report
Arthur J. Gallagher & Co.'s Chief Operating Officer, Patrick Murphy Gallagher, reported the vesting of 4,620 performance share units and subsequent sale of shares to cover tax obligations.
Summary
- Patrick Murphy Gallagher, Chief Operating Officer of Arthur J. Gallagher & Co. (AJG), reported transactions related to his beneficial ownership.
- On March 15, 2026, 4,620 performance share units, awarded on March 15, 2023, earned and vested.
- Concurrently, 1,962 shares of common stock were disposed of on March 15, 2026, at a price of $207.93 per share to cover applicable tax obligations related to the vesting.
- An additional 525 shares of common stock were disposed of on March 16, 2026, also at $207.93 per share, for tax obligations.
- Following these transactions, Gallagher directly owns 38,575.6637 shares of common stock.
- Indirect beneficial ownership includes shares held in various trusts and a 401(k) plan, totaling approximately 223,861.386 shares.
- Gallagher also beneficially owns various derivative securities, including non-qualified stock options (totaling 66,207 shares underlying options) and phantom/notional stock units (totaling 22,306.272 units).
Sentiment
Score: 7
Explanation: StockSavvy.ai views this as a routine and expected disclosure of executive compensation vesting and tax-related share sales, indicating the successful achievement of prior performance targets and continued alignment of executive interests with the company.
Positives
- Vesting of 4,620 performance share units indicates successful achievement of performance targets set three years prior.
- The officer continues to hold a significant number of shares directly and indirectly, aligning his interests with shareholders.
Negatives
- The sale of 2,487 shares (1,962 + 525) to cover tax obligations represents a reduction in direct ownership, though this is a standard practice for equity compensation.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that the vesting of performance share units and subsequent tax-related share sales are routine events in executive compensation across the insurance brokerage industry, reflecting the typical structure of long-term incentive plans designed to align executive interests with shareholder value creation.
Related Party Transactions
- The transactions involve the Chief Operating Officer and the company, which are inherently related party.
- Indirect ownership includes shares held in trusts for the benefit of the reporting person's children and spouse, which are also related party holdings.
Stakeholder Impact
- Shareholders: The vesting of performance shares indicates that the company met its performance targets, which is generally positive for shareholders. The sale of shares for tax purposes is a minor, routine event.
- Employees: The compensation structure reflects standard long-term incentive plans, which can be a benchmark for other executives.
Key Dates
| Date | Description |
|---|---|
| 03/12/2020 | Grant date for a non-qualified stock option (6,270 shares underlying options). |
| 03/16/2021 | Grant date for a non-qualified stock option (7,255 shares underlying options). |
| 03/15/2022 | Grant date for a non-qualified stock option (5,510 shares underlying options). |
| 03/15/2023 | Award date for performance share units that vested on March 15, 2026. |
| 02/28/2025 | Closing price of Gallagher common stock on this date ($337.74) is the exercise price for one non-qualified stock option. |
| 03/15/2026 | Performance share units earned and vested; acquisition and disposition of restricted common stock; disposition of common stock for tax obligations. |
| 03/16/2026 | Disposition of common stock for tax obligations. |
| 03/17/2026 | Signature date of the reporting person's power of attorney. |
| 03/12/2027 | Expiration date for a non-qualified stock option (grant date 3/12/2020). |
| 03/16/2028 | Expiration date for a non-qualified stock option (grant date 3/16/2021). |
| 03/15/2029 | Expiration date for a non-qualified stock option (grant date 3/15/2022). |
| 03/15/2030 | Expiration date for a non-qualified stock option (6,160 shares underlying options). |
| 03/01/2031 | Expiration date for a non-qualified stock option (11,386 shares underlying options). |
| 03/01/2032 | Expiration date for a non-qualified stock option (11,901 shares underlying options). |
| 03/01/2033 | Expiration date for a non-qualified stock option (17,775 shares underlying options). |
Recommendation
holdThis Form 4 filing details routine executive compensation vesting and subsequent tax-related share sales. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions are expected and reflect the normal course of executive equity compensation.
Keywords
Arthur J. Gallagher & Co., AJG, Patrick Murphy Gallagher, Chief Operating Officer, Form 4, Insider Trading, Beneficial Ownership, Stock Vesting, Performance Share Units, Equity Compensation, Tax Withholding, Common Stock, Derivative Securities, Stock Options, Phantom Stock, Notional Stock Units
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