Aon (NYSE: AON) CEO Gregory Case logs performance share awards and tax share deliveries

Rhea-AI Filing Summary

Aon plc President & CEO Gregory Case, who is also a director, reported equity compensation activity in Class A Ordinary Shares. On February 12, 2026, he acquired 71,868 shares and an additional 4,589 shares through the settlement of performance share units granted under Aon’s Leadership Performance Program, based on company performance from January 1, 2023 to December 31, 2025. On the same date, 32,246.147 shares and 2,059.019 shares were delivered back to Aon at $314.49 per share to cover tax obligations tied to this vesting. After these transactions, he directly held 938,781.593 Class A shares and also reported indirect holdings through various trusts and grantor retained annuity trusts.

Insider Trade Summary

10 transactions reported

Mixed 10 txns

Insider Case Gregory C

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Class A Ordinary Stock	71,868	$0.00	--
Tax Withholding	Class A Ordinary Stock	32,246.147	$314.49	$10.14M
Grant/Award	Class A Ordinary Stock	4,589	$0.00	--
Tax Withholding	Class A Ordinary Stock	2,059.019	$314.49	$648K
holding	Class A Ordinary Stock	--	--	--
holding	Class A Ordinary Stock	--	--	--
holding	Class A Ordinary Stock	--	--	--
holding	Class A Ordinary Stock	--	--	--
holding	Class A Ordinary Stock	--	--	--
holding	Class A Ordinary Stock	--	--	--

Holdings After Transaction: Class A Ordinary Stock — 968,497.759 shares (Direct); Class A Ordinary Stock — 129,029 shares (Indirect, By Trust)

Footnotes (1)

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. Class A Ordinary Shares withheld by the issuer for payment of taxes in connection with the vesting of the award. On May 5, 2025, the GRAT returned 161,104 shares to the reporting person as an annuity payment; and on February 9, 2026 the GRAT returned 201,484 shares to the reporting person as an annuity payment. On November 7, 2025, the GRAT returned 63,500 shares to the reporting person as an annuity payment.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Case Gregory C

(Last) (First) (Middle)

200 EAST RANDOLPH ST.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

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)		71,868	A	(1)	968,497.759	D
Class A Ordinary Stock	02/12/2026		F(2)		32,246.147	D	$314.49	936,251.612	D
Class A Ordinary Stock	02/12/2026		A(1)		4,589	A	(1)	940,840.612	D
Class A Ordinary Stock	02/12/2026		F(2)		2,059.019	D	$314.49	938,781.593(3)(4)	D
Class A Ordinary Stock								129,029	I	By Trust
Class A Ordinary Stock								129,029	I	By Trust
Class A Ordinary Stock								163,964	I	By Trust
Class A Ordinary Stock								163,963	I	By Trust
Class A Ordinary Stock								37,412(3)	I	By GRAT
Class A Ordinary Stock								73,240(4)	I	By GRAT

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

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

3. On May 5, 2025, the GRAT returned 161,104 shares to the reporting person as an annuity payment; and on February 9, 2026 the GRAT returned 201,484 shares to the reporting person as an annuity payment.

4. On November 7, 2025, the GRAT returned 63,500 shares to the reporting person as an annuity payment.

	/s/ Colby Alexis - Colby Alexis pursuant to a power of attorney from Greg Case	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 did AON CEO Gregory Case report in this Form 4 filing?

Gregory Case reported equity compensation activity involving Aon plc Class A shares. He received vested performance share units that converted into shares and delivered a portion back to Aon to satisfy related tax withholding obligations, changing his direct and indirect ownership balances.

How many AON shares did Gregory Case acquire through performance awards?

He acquired 71,868 Class A Ordinary Shares and an additional 4,589 shares. These came from performance share unit awards granted about three years earlier under Aon’s eighteenth Leadership Performance Program cycle, determined by company performance from January 1, 2023 to December 31, 2025.

What AON share disposals were reported to cover tax obligations?

The filing shows 32,246.147 shares and 2,059.019 shares of Aon Class A stock were delivered at $314.49 per share. These were withheld by Aon to pay taxes arising from the vesting and settlement of the performance share unit awards reported in the same filing.

What is Gregory Case’s direct ownership in AON after these transactions?

After the February 12, 2026 transactions, Gregory Case directly held 938,781.593 Aon Class A Ordinary Shares. This figure reflects both the performance-based share acquisitions and the shares delivered back to Aon to satisfy associated tax withholding obligations reported in the filing.

What indirect AON holdings does Gregory Case report through trusts and GRATs?

He reports indirect ownership of Aon Class A shares held by multiple trusts and grantor retained annuity trusts. The positions include 129,029 and 163,964 shares in separate trusts and 37,412 and 73,240 shares in GRATs, reflecting estate-planning vehicles associated with his holdings.

How were the AON performance share units determining these awards evaluated?

The number of shares issued from the performance share units was set by Aon’s Organization and Compensation Committee. They evaluated company performance for the period from January 1, 2023 through December 31, 2025, under the eighteenth cycle of the Leadership Performance Program.