v3.26.3
Restricted Stock and Performance Share Awards
9 Months Ended
Sep. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Restricted Stock and Performance Share Awards 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 September 30, 2026, 1.5 million shares remained available.
Restricted stock units activity under the LTIP (in millions):
Three-month period ended September 30Nine-month period ended September 30
2026202520262025
Restricted stock units granted— — 0.5 0.3 
Aggregate grant-date fair value$— $— $115 $94 
Compensation expense recognized31 23 84 52 
Intrinsic value of unvested restricted stock units (end of period)541 780 
Distributions21 101 75 213 
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 ($215 million fair value), vesting over a two to five year period commencing August 18, 2025 subject to employment with Gallagher.
Performance Share Awards
For details on how performance share awards are granted and distributed, please refer to Note 10 of our Form 10-K for the year ended December 31, 2025.
Performance share award activity under the LTIP (in millions):
Three-month period ended September 30Nine-month period ended September 30
2026202520262025
Provisional performance share awards approved— — 0.1 0.1 
Aggregate approval-date fair value$— $— $24 $22 
Compensation expense recognized6 6 16 19 
Intrinsic value of unvested performance share awards (end of period)83 105 
Distributions— — 24 36