Douglas K. Howell - 22 Dec 2025 Form 4 Insider Report for Arthur J. Gallagher & Co. (AJG)

Role
VP & Chief Financial Officer
Signature
/s/ Monica Norzagaray, by power of attorney
Issuer symbol
AJG
Transactions as of
22 Dec 2025
Net transactions value
-$1,290,242
Form type
4
Filing time
29 Dec 2025, 21:02:34 UTC
Previous filing
23 Sep 2025
Next filing
12 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
HOWELL DOUGLAS K VP & Chief Financial Officer 2850 GOLF ROAD, ROLLING MEADOWS /s/ Monica Norzagaray, by power of attorney 29 Dec 2025 0001222374

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AJG Common Stock Sale $1,290,242 -5,000 -5% $258.05 95,777 22 Dec 2025 Direct F1, F2
transaction AJG Common Stock Gift $0 -196 -0.2% $0.000000 95,581 22 Dec 2025 Direct F3
holding AJG Common Stock 3,165 22 Dec 2025 By Spouse F4
holding AJG Common Stock 419 22 Dec 2025 Gallagher 401(k) plan account

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding AJG Notional Stock Units 208,342 22 Dec 2025 Common Stock 208,342 $0.000000 Direct F5, F6
holding AJG Notional Stock Units 177,995 22 Dec 2025 Common Stock 177,995 $0.000000 Direct F5, F7
holding AJG Non-qualified Stock Option 31,265 22 Dec 2025 Common Stock 31,265 $127.90 Direct F8
holding AJG Non-qualified Stock Option 17,130 22 Dec 2025 Common Stock 17,130 $86.17 Direct F8
holding AJG Non-qualified Stock Option 14,545 22 Dec 2025 Common Stock 14,545 $158.56 Direct F8
holding AJG Non-qualified Stock Option 14,100 22 Dec 2025 Common Stock 14,100 $79.59 Direct F8
holding AJG Non-qualified Stock Option 13,884 22 Dec 2025 Common Stock 13,884 $337.74 Direct F8, F9
holding AJG Non-qualified Stock Option 12,726 22 Dec 2025 Common Stock 12,726 $243.54 Direct F10
holding AJG Non-qualified Stock Option 12,107 22 Dec 2025 Common Stock 12,107 $177.09 Direct F11
holding AJG Phantom Stock 4,257 22 Dec 2025 Common Stock 4,257 Direct F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This report discloses a sale of shares to cover tax obligations relating to the distribution of 35,739 deferred shares under the company's Supplemental Savings and Thrift Plan (reported on August 4, 2025). In lieu of withholding for taxes, the reporting person was required to receive the full distribution of shares and subsequently sell a portion of such shares to cover his tax obligation.
F2 The price reported is an average weighted price. The shares were sold in multiple transactions on 12/22/2025 at prices ranging from $257.730 to $258.250. The reporting person will provide to the Securities and Exchange Commission staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4.
F3 In the past, Common Stock and Common Stock (Restricted) were reported as two separate line items. In the future, they will be reported as a combined total as is stated on this Form.
F4 The reporting person has no voting or invesment power over these shares and disclaims beneficial ownership.
F5 Each notional stock unit represents a right to receive one share of Gallagher common stock.
F6 The notional stock units become payable following the reporting person's separation from service with Gallagher.
F7 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.
F8 One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
F9 Closing price of Gallagher common stock on February 28, 2025.
F10 One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
F11 One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
F12 Each share of phantom stock represents a right to receive one share of Gallagher common stock.
F13 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 report discloses a sale of shares to cover tax obligations relating to the distribution of 35,739 deferred shares under the company's Supplemental Savings and Thrift Plan (reported on August 4, 2025). In lieu of withholding for taxes, the reporting person was required to receive the full distribution of shares and subsequently sell a portion of such shares to cover his tax obligation. Exhibit List: Ex-24: Power of Attorney.