| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Arthur J. Gallagher & Co. [ AJG ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/16/2026 | F(1) | 525 | D | $207.93 | 44,379.2717 | D | |||
| Common Stock | 59 | I | By Child | |||||||
| Common Stock | 12,505 | I | By Spouse's Trust(2) | |||||||
| Common Stock | 491.139 | I | Gallagher 401(k) plan account | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Phantom Stock | (3) | (4) | (4) | Common Stock | 49,197.003 | 49,197.003 | D | ||||||||
| Non-qualified Stock Option | $228.2 | (5) | 03/01/2033 | Common Stock | 13,167 | 13,167 | D | ||||||||
| Non-qualified Stock Option | $86.17 | (6)(7) | 03/12/2027 | Common Stock | 7,520 | 7,520 | D | ||||||||
| Non-qualified Stock Option | $127.9 | (7)(8) | 03/16/2028 | Common Stock | 7,255 | 7,255 | D | ||||||||
| Non-qualified Stock Option | $337.74(9) | (10) | 03/01/2032 | Common Stock | 7,052 | 7,052 | D | ||||||||
| Notional Stock Units | $0(11) | (12) | (13) | Common Stock | 5,314.527 | 5,314.527 | D | ||||||||
| Non-qualified Stock Option | $158.56 | (7)(14) | 03/15/2029 | Common Stock | 4,900 | 4,900 | D | ||||||||
| Non-qualified Stock Option | $177.09 | (7)(15) | 03/15/2030 | Common Stock | 3,823 | 3,823 | D | ||||||||
| Explanation of Responses: |
| 1. Shares withheld to cover applicable tax obligations relating to the vesting of restricted stock units. |
| 2. Shares held in irrevocable trust, of which his spouse is sole Trustee. |
| 3. Each share of phantom stock represents a right to receive one share of Gallagher common stock. |
| 4. 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. |
| 5. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| 6. Grant date of 3/12/2020. |
| 7. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| 8. Grant date of 3/16/2021. |
| 9. Closing price of Gallagher common stock on February 28, 2025. |
| 10. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. |
| 11. Each notional stock unit represents a right to receive one share of Gallagher common stock. |
| 12. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2025, 2026, 2027 and 2028 and following the reporting person's separation from service. |
| 13. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2025, 2026, 2027 and 2028 and following the reporting person's separation from service. |
| 14. Grant date of 3/15/2022. |
| 15. Grant date of 3/15/2023. |
| /s/ Monica Norzagaray, by power of attorney | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| * Form 4: SEC 1474 (03-26) | ||