Form 4: AJG VP Vishal Jain Reports Equity Vesting & Tax Withholding

Sentiment:

Insider Transaction Report


Arthur J. Gallagher & Co. Vice President Vishal Jain reported the vesting of performance share units and related tax-driven share dispositions.

Summary

  • Vishal Jain, Vice President at Arthur J. Gallagher & Co. (AJG), reported transactions on March 15, 2026, and March 16, 2026.
  • 6,214 restricted common shares, awarded on March 15, 2023, earned and vested on March 15, 2026.
  • Concurrently, 6,214 common shares were acquired at a $0 price, reflecting the conversion of the vested restricted shares.
  • To cover applicable tax obligations related to the vesting, 2,645 shares were disposed of at $207.93 on March 15, 2026.
  • An additional 501 shares were disposed of at $207.93 on March 16, 2026, also for tax obligations.
  • Following these transactions, direct beneficial ownership of common stock is 66,740.69 shares, with an additional 491.113 shares held indirectly in a Gallagher 401(k) plan account.
  • Jain also holds 39,506.268 phantom stock units under the Age 62 Plan and 5,500.2426 notional stock units, both representing rights to receive common stock.
  • Various non-qualified stock options are held, with exercise prices ranging from $86.17 to $337.74, and vesting schedules typically occurring one-third on the 3rd, 4th, and 5th anniversaries of the grant date.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. It reports routine executive compensation events (vesting and tax-related sales) and does not indicate any significant change in company operations or strategy.

Positives

  • Vesting of 6,214 performance share units, indicating successful achievement of performance targets.
  • Continued accumulation of equity and derivative securities, aligning management interests with shareholders.

Negatives

  • Disposition of 3,146 shares (2,645 + 501) totaling approximately $654,100 (3146 * $207.93) to cover tax obligations, which reduces direct share ownership.

Industry Context

StockSavvy.ai notes that routine insider equity vesting and tax-related share dispositions are common occurrences in executive compensation structures across the financial services and insurance brokerage industry. These transactions reflect the standard process of long-term incentive plans maturing and executives managing their equity holdings.

Related Party Transactions

  • Vishal Jain, a Vice President of Arthur J. Gallagher & Co., acquired common stock through the vesting of performance share units and disposed of shares to cover tax obligations, which are transactions between an executive and the company as part of an approved compensation plan.

Stakeholder Impact

  • Shareholders: The disposition of shares for tax purposes slightly reduces the executive's direct ownership, but the overall vesting and holding of significant equity and derivative securities maintain alignment with shareholder interests.
  • Employees: No direct impact on general employees is indicated.
  • Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated.

Key Dates

DateDescription
03/12/2020Grant date for a non-qualified stock option with an exercise price of $86.17.
02/28/2025Closing price of Gallagher common stock on this date is referenced in relation to a non-qualified stock option with an exercise price of $337.74.
03/15/2023Award date for performance share units that vested on March 15, 2026.
03/15/2026Date of vesting for 6,214 performance share units, acquisition of 6,214 common shares, and disposition of 2,645 shares for tax obligations.
03/16/2026Date of disposition of 501 shares for tax obligations.
03/12/2027Expiration date for a non-qualified stock option with an exercise price of $86.17.
03/16/2028Expiration date for a non-qualified stock option with an exercise price of $127.9.
03/15/2029Expiration date for a non-qualified stock option with an exercise price of $158.56.
03/15/2030Expiration date for a non-qualified stock option with an exercise price of $177.09.
03/01/2031Expiration date for a non-qualified stock option with an exercise price of $243.54.
03/01/2032Expiration date for a non-qualified stock option with an exercise price of $337.74.
03/01/2033Expiration date for a non-qualified stock option with an exercise price of $228.2.

Recommendation

hold

This Form 4 filing details routine executive compensation events, specifically the vesting of performance share units and subsequent tax-related share sales. Such transactions are standard and do not typically signal a change in the company's fundamental outlook or performance. Therefore, a 'hold' recommendation is appropriate as the filing provides no new information to alter an existing investment thesis for Arthur J. Gallagher & Co.

Keywords

Arthur J. Gallagher & Co., AJG, Vishal Jain, SEC Form 4, Insider Transaction, Equity Vesting, Restricted Stock Units, Stock Options, Phantom Stock, Notional Stock Units, Executive Compensation, Share Ownership

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