Restricted Stock and Performance Share Awards

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

Restricted Stock and Performance Share Awards

Restricted Stock Awards

Under the LTIP (see Note 8), restricted stock or restricted stock units may be granted to officers, employees and non-employee directors subject to attainment of performance measures over an established performance period as determined by the compensation committee. Stock awards and related dividend equivalents are non-transferable and subject to forfeiture if employment is not maintained during the restriction period or performance measures are not attained. Restricted stock units may be settled in shares, cash, or a combination thereof; holders have no stockholder rights prior to settlement.

The maximum number of shares for restricted stock, restricted stock units and performance unit awards is 4.0 million. At March 31, 2026, 1.5 million shares remained available.

Restricted stock units activity under the LTIP (in millions):


	Three-month period ended March 31
	2026		2025
Restricted stock units granted	0.5		0.3
Aggregate grant-date fair value	$	115	$	94
Compensation expense recognized	26		13
Intrinsic value of unvested restricted stock units (end of period)	441		531
Distributions	54		111

In third quarter 2025 we granted employment inducement awards under NYSE Rule 303A.08 in connection with the AssuredPartners acquisition: (i) 341,700 restricted stock units ($100 million fair value) to former AssuredPartners

employees with immediate vesting at closing, and (ii) 708,000 restricted stock units ($215 million fair value), vesting over a two to five year period commencing August 18, 2025 subject to employment with Gallagher.

Performance Share Awards

For details on how performance share awards are granted and distributed, please refer to Note 10 of our Form 10-K for the year ended December 31, 2025.

Performance share award activity under the LTIP (in millions):


	Three-month period ended March 31
	2026		2025
Provisional performance share awards approved	0.1		0.1
Aggregate approval-date fair value	$	24	$	22
Compensation expense recognized	3		6
Intrinsic value of unvested performance share awards (end of period)	73		113
Distributions	24		36