SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
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*
Bay Walter D.

(Last)(First)(Middle)
2850 GOLF ROAD

(Street)
ROLLING MEADOWS ILLINOIS 60008-4002

(City)(State)(Zip)

UNITED STATES

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/24/2026S12,000D$270.081(1)71,292.092D
Common Stock491.129IGallagher 401(k) plan account
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 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-qualified Stock Option$127.9 (2)03/16/2028Common Stock24,50024,500D
Non-qualified Stock Option$86.17 (2)03/12/2027Common Stock17,63017,630D
Non-qualified Stock Option$228.2 (3)03/01/2033Common Stock16,95216,952D
Non-qualified Stock Option$158.56 (2)03/15/2029Common Stock11,40511,405D
Non-qualified Stock Option$337.74(4) (2)03/01/2032Common Stock11,35011,350D
Non-qualified Stock Option$243.54 (5)03/01/2031Common Stock10,88410,884D
Non-qualified Stock Option$177.09 (6)03/15/2030Common Stock9,4529,452D
Notional Stock Units$0(7) (8) (8)Common Stock5,828.54565,828.5456D
Phantom Stock(9) (10) (10)Common Stock4,007.1754,007.175D
Explanation of Responses:
1. The price reported is an average weighted price. The shares were sold in multiple transactions on 8/24/2026 at prices ranging from $270.01 to $270.17. 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 range set forth in this footnote.
2. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
3. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
4. Closing price of Gallagher common stock on February 28, 2025.
5. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
6. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
7. Each notional stock unit represents a right to receive one share of Gallagher common stock.
8. The notional stock units become payable in July 2026 and following the reporting person's separation from service with Gallagher.
9. Each share of phantom stock represents a right to receive one share of Gallagher common stock.
10. 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.
/s/ Monica Norzagaray, by power of attorney08/26/2026
** Signature of Reporting PersonDate
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)