12/23/2025 | Press release | Distributed by Public on 12/23/2025 18:31
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FORM 4
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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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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | (1) | (2) | (2) | Common Stock | 3,395.152 | 3,395.152 | D | ||||||||
| Non-qualified Stock Option | $86.17 | (3) | 03/12/2027 | Common Stock | 17,630 | 17,630 | D | ||||||||
| Non-qualified Stock Option | $127.9 | (3) | 03/16/2028 | Common Stock | 24,500 | 24,500 | D | ||||||||
| Non-qualified Stock Option | $158.56 | (3) | 03/15/2029 | Common Stock | 11,405 | 11,405 | D | ||||||||
| Non-qualified Stock Option | $177.09 | (4) | 03/15/2030 | Common Stock | 9,452 | 9,452 | D | ||||||||
| Non-qualified Stock Option | $243.54 | (5) | 03/01/2031 | Common Stock | 10,884 | 10,884 | D | ||||||||
| Non-qualified Stock Option | $337.74(6) | (3) | 03/01/2032 | Common Stock | 11,350 | 11,350 | D | ||||||||
| Notional Stock Units | $ 0 (7) | (8) | (8) | Common Stock | 5,228.41 | 5,228.41 | D | ||||||||
| Non-qualified Stock Option | $79.59 | 12/19/2025 | M | 15,850 | (3) | 03/14/2026 | Common Stock | 15,850 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bay Walter D. 2850 GOLF ROAD ROLLING MEADOWS, IL 60008-4002 |
General Counsel | |||
| /s/ Monica Norzagaray, by power of attorney | 12/23/2025 | |
| **Signature of Reporting Person | Date |
| * | 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) | Each share of phantom stock represents a right to receive one share of Gallagher common stock. |
| (2) | 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 in the year they attain age 62, or after a one-year period for participants who have attained age 61. |
| (3) | One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| (4) | One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| (5) | One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| (6) | Closing price of Gallagher common stock on February 28, 2025. |
| (7) | Each notional stock unit represents a right to receive one share of Gallagher common stock. |
| (8) | The notional stock units become payable following the reporting person's separation from service with Gallagher. |
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Remarks: Exhibit List: Ex-24: Power of Attorney. |
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