[8-K] Aon plc Reports Material Event

Rhea-AI Filing Summary

On 1 Aug 2025 F5, Inc. (FFIV) EVP Global Services & Strategy Thomas D. Fountain reported the vesting of 3,001 Restricted Stock Units (RSUs) under previously granted service-based awards (Nov-22, Nov-23 and Nov-24 grants). The RSUs converted to common stock at $0 exercise price (Code M).

To cover statutory tax withholdings, 1,615 shares were automatically surrendered at $313.42 per share (Code F), leaving a net increase of 1,386 shares in Fountain’s direct holdings. His direct ownership now totals 22,046 common shares.

The filing also shows Fountain retains 8,555 unvested RSUs that continue to vest quarterly through 2027, assuming ongoing employment. No open-market sales or purchases occurred beyond the tax-related share surrender, making this a routine executive vesting event with limited market impact.

Insights

Financial Analyst

TL;DR: Routine RSU vesting; small net share gain, negligible market impact.

The transaction merely converts previously granted compensation into equity, reflecting standard quarterly vesting. Cashless tax withholding reduced the gross 3,001-share issuance to a 1,386-share net addition, lifting Fountain’s stake to 22,046 shares. The sale portion was automatic and not an open-market disposition, so signaling value is minimal. With 8,555 RSUs still outstanding, incentive alignment remains intact. Overall impact on float, supply–demand dynamics, and insider sentiment is neutral.

Corporate Governance Expert

TL;DR: Executive equity alignment maintained; no red flags.

Consistent quarter-on-quarter vesting supports long-term incentive structures. The absence of discretionary sales suggests the executive did not actively divest beyond obligatory withholding. Remaining RSU inventory continues to tie compensation to shareholder value creation. Governance best practices are followed, and no compliance issues are evident. Impact is classified as not impactful for investors.

false 0000315293 0000315293 2025-08-01 2025-08-01 0000315293 us-gaap:CapitalUnitClassAMember 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonPlcs3.875SeniorNotesDue20256Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonPlcs2.875SeniorNotesDue20261Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonCorporationAndAonGlobalHoldingsPlcs285SeniorNotesDue2027Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonNorthAmericaInc.s5.125SeniorNotesDue2027Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonNorthAmericaInc.s5.150SeniorNotesDue2029Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonCorporationAndAonGlobalHoldingsPlcs2.05SeniorNotesDue203111Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonCorporationAndAonGlobalHoldingsPlcs2.60SeniorNotesDue20317Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonNorthAmericaInc.s5.300SeniorNotesDue2031Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteeOfAonCorporationAndAonGlobalHoldingsPlcs5.00SeniorNotesDue20328Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonCorporationAndAonGlobalHoldingsPlcs5.35SeniorNotesDue20339Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonNorthAmericaInc.s5.450SeniorNotesDue2034Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonPlcs4.250SeniorNotesDue20422Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonPlcs4.45SeniorNotesDue20433Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonPlcs4.600SeniorNotesDue20444Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonPlcs4.750SeniorNotesDue20455Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonCorporationAndAonGlobalHoldingsPlcs2.90SeniorNotesDue205110Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonCorporationAndAonGlobalHoldingsPlcs390SeniorNotesDue2052Member 2025-08-01 2025-08-01 0000315293 aon:GuaranteesOfAonNorthAmericaInc.s5.750SeniorNotesDue2054Member 2025-08-01 2025-08-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 1, 2025

Aon plc

(Exact Name of Registrant as Specified in Charter)

Ireland		1-7933		98-1539969
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15 George’s Quay, Dublin 2, Ireland D02 VR98

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +353 1 266 6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares $0.01 nominal value		AON		New York Stock Exchange
Guarantees of Aon plc’s 3.875% Senior Notes due 2025		AON25		New York Stock Exchange
Guarantees of Aon plc’s 2.875% Senior Notes due 2026		AON26		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.85% Senior Notes due 2027		AON27		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.125% Senior Notes due 2027		AON27B		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029		AON29		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.05% Senior Notes due 2031		AON31		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.60% Senior Notes due 2031		AON31A		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031		AON31B		New York Stock Exchange
Guarantee of Aon Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032		AON32		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.35% Senior Notes due 2033		AON33		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.450% Senior Notes due 2034		AON34		New York Stock Exchange
Guarantees of Aon plc’s 4.250% Senior Notes due 2042		AON42		New York Stock Exchange
Guarantees of Aon plc’s 4.45% Senior Notes due 2043		AON43		New York Stock Exchange
Guarantees of Aon plc’s 4.600% Senior Notes due 2044		AON44		New York Stock Exchange
Guarantees of Aon plc’s 4.750% Senior Notes due 2045		AON45		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.90% Senior Notes due 2051		AON51		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.90% Senior Notes due 2052		AON52		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054		AON54		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1, 2025, the Board of Directors (the “Board”) of Aon plc (the “Company”) increased the size of the Board to thirteen members and appointed Jo Ann Jenkins as a director of the Company, effective August 15, 2025. Ms. Jenkins will serve until the Company’s 2026 annual general meeting of shareholders, when she is expected to be subject to re-election by a vote of the Company’s shareholders. The Board has appointed Ms. Jenkins to the Audit Committee of the Board, also effective August 15, 2025. The Board determined that Ms. Jenkins is independent as defined by the listing standards of the New York Stock Exchange and under the Company’s independence standards, as well as Rule 10A-3 under the Securities and Exchange Act of 1934.

Ms. Jenkins most recently served as the Chief Executive Officer of AARP, a nonprofit, nonpartisan membership organization dedicated to issues affecting Americans over 50, a position she held from 2014 until her retirement from the role in 2024. Prior to her appointment as CEO, Ms. Jenkins served as AARP’s Chief Operating Officer, and before that as president of AARP Foundation. Before joining AARP, Ms. Jenkins served at the Library of Congress as Chief Operating Officer and Chief of Staff. She has also held a variety of senior roles at the U.S. Department of Agriculture, the U.S. Department of Transportation, and the U.S. Department of Housing and Urban Development. Ms. Jenkins serves on the board of directors of General Mills, Inc., a multinational food company, and Avnet, Inc., an electronic components distributor.

Ms. Jenkins will receive compensation as a non-management director in accordance with the Company’s compensation practices for non-management directors (prorated based on her start date), which are generally described in the Company’s Proxy Statement for the Company’s 2025 annual general meeting of shareholders filed with the U.S. Securities and Exchange Commission on April 28, 2025. In addition, the Company will enter into its standard deed of indemnity for directors of the Company with Ms. Jenkins.

There is no arrangement between Ms. Jenkins and any other person pursuant to which she was selected as a director. Ms. Jenkins has not engaged in any transaction with the Company that would be reportable as a related person transaction under Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Aon plc
By:		/s/ Darren Zeidel
Name:		Darren Zeidel
Title:		Executive Vice President, General Counsel and Company Secretary

Date: August 4, 2025