Arthur J.Gallagher & Co.

06/24/2026 | Press release | Distributed by Public on 06/24/2026 16:45

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
HOWELL DOUGLAS K
2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co. [AJG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Chief Financial Officer
(Last) (First) (Middle)
2850 GOLF ROAD
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026
(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 106,807.412 D
Common Stock 3,165 I By Spouse(1)
Common Stock 491.131 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 (2) 06/22/2026 I 12,954.386(3) (4) (4) Common Stock 12,954.386(5) $209.08 185,953.9256 D
Notional Stock Units $ 0 (2) (6) (6) Common Stock 208,342.081 208,342.081 D
Non-qualified Stock Option $127.9 (7) 03/16/2028 Common Stock 31,265 31,265 D
Non-qualified Stock Option $228.2 (8) 03/01/2033 Common Stock 20,737 20,737 D
Non-qualified Stock Option $86.17 (7) 03/12/2027 Common Stock 17,130 17,130 D
Non-qualified Stock Option $158.56 (7) 03/15/2029 Common Stock 14,545 14,545 D
Non-qualified Stock Option $337.74(9) (7) 03/01/2032 Common Stock 13,884 13,884 D
Non-qualified Stock Option $243.54 (10) 03/01/2031 Common Stock 12,726 12,726 D
Non-qualified Stock Option $177.09 (11) 03/15/2030 Common Stock 12,107 12,107 D
Phantom Stock (12) (13) (13) Common Stock 6,889.431 6,889.431 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOWELL DOUGLAS K
2850 GOLF ROAD
ROLLING MEADOWS, IL 60008-4002
VP & Chief Financial Officer

Signatures

/s/ Monica Norzagaray, by power of attorney 06/24/2026
**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) The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.
(2) Each notional stock unit represents a right to receive one share of Gallagher common stock.
(3) This disposition of notional stock units is a discretionary transaction by the reporting person to move assets he holds in the company's Supplemental Savings and Thrift Plan ("SS&T Plan"), a nonqualified deferred compensation plan, from the investment option representing Gallagher common stock to cash partially to cover his expected tax obligations as a result of a distribution that will occur in July 2026 under such plan.
(4) Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2028 and 2029 and following the reporting person's separation from service.
(5) The reporting person's disposition of Gallagher common stock reported herein was matchable under Section 16(b) of the Securities and Exchange Act of 1934, to the extent of 12,892.211 shares the reporting person invested in through the SS&T Plan on February 12, 2026. The reporting person had a loss of approximately $32,123 in connection with this short-swing transaction.
(6) The notional stock units become payable following the reporting person's separation from service with Gallagher.
(7) One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
(8) One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
(9) Closing price of Gallagher common stock on February 28, 2025.
(10) One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
(11) One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
(12) Each share of phantom stock represents a right to receive one share of Gallagher common stock.
(13) 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.

Remarks:
This disposition of notional stock units is a discretionary transaction by the reporting person to move assets he holds in the company's SS&T Plan, a nonqualified deferred compensation plan, from the investment option representing Gallagher common stock to cash partially to cover his expected tax obligations as a result of a distribution that will occur in July 2026 under such plan. The reporting person's disposition of Gallagher common stock reported herein was matchable under Section 16(b) of the Securities and Exchange Act of 1934, to the extent of 12,892.211 shares the reporting person invested in through the SS&T Plan on February 12, 2026. The reporting person had a loss of approximately $32,123 in connection with this short-swing transaction.
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.
Arthur J.Gallagher & Co. published this content on June 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 24, 2026 at 22:45 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]