Aon (NYSE: AON) North America CEO receives shares and RSU grant

Rhea-AI Filing Summary

Aon plc executive Lori Goltermann, CEO, Regions & North America, reported equity compensation activity on Class A Ordinary Shares. On February 12, 2026, she acquired 6,937 shares upon settlement of performance share units tied to company results from January 1, 2023 to December 31, 2025.

To cover related taxes, 2,713.338 shares were withheld at $314.49 per share, leaving 6,502.771 shares owned directly afterward. She also received a grant of 1,113 restricted share units, each converting 1-for-1 into Class A Ordinary Shares with vesting in three equal annual installments.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Goltermann Lori

(Last) (First) (Middle)

200 EAST RANDOLPH STREET

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Aon plc [ AON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Regions & North America

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Stock	02/12/2026		A(1)		6,937	A	(1)	9,216.109(2)	D
Class A Ordinary Stock	02/12/2026		F(3)		2,713.338	D	$314.49	6,502.771	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Unit (Right to Receive)	(4)	02/12/2026		A		1,113		(5)	02/12/2029(5)	Class A Ordinary Shares	1,113	$0	1,113	D

Explanation of Responses:

1. Represents Class A Ordinary Shares issued upon the settlement of performance share unit awards originally granted approximately three years ago under the eighteenth cycle of the Company's Leadership Performance Program. The number of shares issued was determined by the Organization and Compensation Committee of the Board of Directors on February 12, 2026, based on the Company's performance for the period from January 1, 2023 to December 31, 2025.

2. Includes shares acquired under the Aon employee stock purchase plan on December 31, 2025.

3. Class A Ordinary Shares withheld by the issuer for payment of taxes in connection with the vesting of the award.

4. The restricted share unit award converts to Class A Ordinary Shares on a 1-for-1 basis. In accordance with Irish law, the reporting person agreed to pay the issuer the nominal value of $0.01 per share issued to the reporting person.

5. The restricted share unit award vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan, as amended and restated, as follows: 33 1/3% of the award vests on each of the first through third anniversary of the date of the grant.

	/s/ Colby Alexis - Colby Alexis pursuant to a power of attorney from Lori Goltermann	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did AON executive Lori Goltermann report?

Lori Goltermann reported equity awards and tax withholding transactions. She acquired 6,937 Class A Ordinary Shares from performance share units and received 1,113 restricted share units, while 2,713.338 shares were withheld by Aon plc to satisfy tax obligations tied to the vesting.

How many AON shares does Lori Goltermann own after these transactions?

After the reported transactions, Lori Goltermann directly owns 6,502.771 Class A Ordinary Shares. This figure reflects the net position following the issuance of 6,937 shares and the withholding of 2,713.338 shares by Aon plc for tax payment purposes connected to the vesting.

What equity awards did AON grant to Lori Goltermann on February 12, 2026?

On February 12, 2026, Aon plc granted Lori Goltermann 1,113 restricted share units and settled performance share units into 6,937 Class A Ordinary Shares. The restricted share units convert 1-for-1 into Class A Ordinary Shares under the company’s 2011 Incentive Compensation Plan.

How do Lori Goltermann’s AON restricted share units vest?

The 1,113 restricted share units awarded to Lori Goltermann vest over three years. Under Aon plc’s 2011 Incentive Compensation Plan, one-third of the award vests on each of the first, second, and third anniversaries of the grant date, subject to the plan’s terms.

Why were some of Lori Goltermann’s AON shares withheld by the company?

Aon plc withheld 2,713.338 Class A Ordinary Shares from Lori Goltermann to pay taxes tied to award vesting. This tax-withholding disposition, reported with transaction code F, uses shares instead of cash to satisfy income tax liabilities associated with the equity compensation.

What performance period determined Lori Goltermann’s 6,937-share AON award?

The 6,937 Class A Ordinary Shares came from performance share units under Aon’s Leadership Performance Program. The Organization and Compensation Committee determined the payout based on company performance from January 1, 2023 through December 31, 2025, which completed the three-year performance cycle.