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Arthur J. Gallagher logoArthur J. Gallagher AJG

On March 14, 2024, Arthur J. Gallagher entered into an equity distribution agreement with Morgan Stanley & Co. LLC, under which the company may sell up to 3,000,000 shares of common stock at par value of $1.00 per share in at-the-market offerings from time to time.

8-KOther EventsFiled Period of report Summary published (UTC)

Key points

AI summary
  1. On March 14, 2024, Arthur J. Gallagher entered into an equity distribution agreement with Morgan Stanley & Co. LLC, under which the company may sell up to 3,000,000 shares of common stock at par value of $1.00 per share in at-the-market offerings from time to time.

  2. The company said the agreement replaces and extends its prior equity distribution agreement, under which no sales were made, and that it moved the at-the-market program to the Form S-3ASR shelf registration statement filed on February 12, 2024. It said there were no other changes to the program.

  3. The company said shares will be sold at prevailing market prices at the time of sale or on terms agreed with Morgan Stanley, and that Morgan Stanley's commission will not exceed 1.25% of the gross sales price of all shares sold.

  4. The company said it is not obligated to sell any shares under the agreement, and Morgan Stanley is not obligated to buy or sell any shares. It said it cannot give any assurance whether it will sell shares or as to the price, amount or timing of any sales. The company agreed to indemnify Morgan Stanley against certain liabilities, including under the Securities Act.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Up to 3,000,000 Shares Under At-the-Market Sales Agreement

On March 14, 2024, Arthur J. Gallagher entered into an equity distribution agreement with Morgan Stanley & Co. LLC, under which the company may sell up to 3,000,000 shares of common stock at par value of $1.00 per share in at-the-market offerings from time to time.

Source · Based on the filing body and exhibits

Agreement Replaces Prior Deal, No Sales Made

The company said the agreement replaces and extends its prior equity distribution agreement, under which no sales were made, and that it moved the at-the-market program to the Form S-3ASR shelf registration statement filed on February 12, 2024. It said there were no other changes to the program.

Source · Based on the filing body and exhibits

Sales Terms and Commission Cap of 1.25%

The company said shares will be sold at prevailing market prices at the time of sale or on terms agreed with Morgan Stanley, and that Morgan Stanley's commission will not exceed 1.25% of the gross sales price of all shares sold.

Source · Based on the filing body and exhibits

No Obligation to Sell and Indemnification

The company said it is not obligated to sell any shares under the agreement, and Morgan Stanley is not obligated to buy or sell any shares. It said it cannot give any assurance whether it will sell shares or as to the price, amount or timing of any sales. The company agreed to indemnify Morgan Stanley against certain liabilities, including under the Securities Act.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.