Pietrucha Susan E 4

4 · Arthur J. Gallagher & Co. · Filed Mar 17, 2026

AI-generated summary of this filing

Updated Mar 18, 2026

AJG CHRO Susan Pietrucha Receives 6,612 Shares; 2,186 Withheld

What Happened

Susan E. Pietrucha, Chief Human Resources Officer of Arthur J. Gallagher & Co. (AJG), had 6,612 performance share units vest on March 15, 2026. The filing shows the conversion/exercise of those units into 6,612 common shares (codes A and M). To cover tax withholding (code F), 2,186 shares were surrendered at $207.93 per share for total withholding of $454,535. Net shares retained by Pietrucha from this vesting: 4,426 shares (6,612 vested − 2,186 withheld).
This was not an open-market purchase or sale — it was the normal vesting/conversion of compensation awards and a tax-withholding disposition, which is routine for executive compensation.

Key Details

Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (appears timely).
Award: 6,612 performance share units vested and converted to 6,612 shares (codes A and M).
Tax withholding: 2,186 shares disposed at $207.93 per share, totaling $454,535 (code F).
Net new shares retained: 4,426 shares.
Relevant footnote: F1 — these were performance share units awarded on March 15, 2023 that vested on March 15, 2026.
Filing does not indicate an open-market sale or a 10b5-1 plan; the withholding was to satisfy tax obligations (not a market sale).

Context

For retail investors: vesting of performance shares is a common form of executive compensation and does not necessarily signal the executive buying or selling shares for investment reasons. The disposition here was a tax withholding, not a market sale, so it’s routine rather than a liquidity-driven open-market trade.
Transaction codes: A = award/grant, M = exercise/conversion of derivative (conversion of PSUs to shares), F = payment of exercise price or tax liability (share withholding).

Form 4

Period: 2026-03-15

Chief Human Resources Officer

Transactions

Holdings

Common Stock
(indirect: By 401(k))
367.312
Phantom Stock
[F2][F3]
→ Common Stock (100,637.795 underlying)
100,637.795
Non-qualified Stock Option
[F4]
Exercise: $127.90Exp: 2028-03-16→ Common Stock (21,210 underlying)
21,210
Notional Stock Units
[F5][F6]
Exercise: $0.00→ Common Stock (15,324.048 underlying)
15,324.048
Non-qualified Stock Option
[F4]
Exercise: $86.17Exp: 2027-03-12→ Common Stock (15,020 underlying)
15,020
Non-qualified Stock Option
[F7]
Exercise: $228.20Exp: 2033-03-01→ Common Stock (14,977 underlying)
14,977
Non-qualified Stock Option
[F8][F4]
Exercise: $337.74Exp: 2032-03-01→ Common Stock (10,028 underlying)
10,028
Non-qualified Stock Option
[F4]
Exercise: $158.56Exp: 2029-03-15→ Common Stock (9,875 underlying)
9,875
Non-qualified Stock Option
[F9]
Exercise: $243.54Exp: 2031-03-01→ Common Stock (9,210 underlying)
9,210
Non-qualified Stock Option
[F10]
Exercise: $177.09Exp: 2030-03-15→ Common Stock (8,815 underlying)
8,815

Footnotes (10)

[F1]Performance share units (awarded on March 15, 2023) earned and vested as of March 15, 2026.
[F10]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
[F2]Each share of phantom stock represents a right to receive one share of Gallagher common stock.
[F3]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.
[F4]One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
[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]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.
[F8]Closing price of Gallagher common stock on February 28, 2025.
[F9]One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date.

Signature

/s/ Monica Norzagaray, by power of attorney|2026-03-17

1 file