07/06/2026 | Press release | Distributed by Public on 07/06/2026 18:18
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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 | ||||||||
| Notional Stock Units | $ 0 (3) | 07/01/2026 | M | 351.945 | (4) | (4) | Common Stock | 351.945 | $ 0 | 13,345.6345 | D | ||||
| Non-qualified Stock Option | $127.9 | (5) | 03/16/2028 | Common Stock | 32,895 | 32,895 | D | ||||||||
| Non-qualified Stock Option | $86.17 | (5) | 03/12/2027 | Common Stock | 31,340 | 31,340 | D | ||||||||
| Non-qualified Stock Option | $228.2 | (6) | 03/01/2033 | Common Stock | 22,219 | 22,219 | D | ||||||||
| Phantom Stock | (7) | (8) | (8) | Common Stock | 20,280.735 | 20,280.735 | D | ||||||||
| Non-qualified Stock Option | $158.56 | (5) | 03/15/2029 | Common Stock | 15,310 | 15,310 | D | ||||||||
| Non-qualified Stock Option | $243.54 | (9) | 03/01/2031 | Common Stock | 15,070 | 15,070 | D | ||||||||
| Non-qualified Stock Option | $337.74(10) | (5) | 03/01/2032 | Common Stock | 14,876 | 14,876 | D | ||||||||
| Non-qualified Stock Option | $177.09 | (11) | 03/15/2030 | Common Stock | 12,744 | 12,744 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GALLAGHER THOMAS JOSEPH 2850 GOLF ROAD ROLLING MEADOWS, IL 60008-4002 |
President | |||
| /s/ Monica Norzagaray, by power of attorney | 07/06/2026 | |
| **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) | The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| (2) | These shares are held in trusts, for the benefit of the reporting person's children, of which his wife is a trustee. |
| (3) | Each notional stock unit represents a right to receive one share of Gallagher common stock. |
| (4) | Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026 and following the reporting person's separation from service. |
| (5) | One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| (6) | One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| (7) | Each share of phantom stock represents a right to receive one share of Gallagher common stock. |
| (8) | 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. |
| (9) | One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| (10) | Closing price of Gallagher common stock on February 28, 2025. |
| (11) | One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
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Remarks: This report discloses the distribution of notional stock units (representing compensation previously deferred by the reporting person in the Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan) in the form of Gallagher common stock. The timing of this distribution in July 2026 is in accordance with the terms of the Supplemental Savings and Thrift Plan and the reporting person's election at the time of deferral. |
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