Aon (NYSE: AON) General Counsel logs equity awards and tax withholdings

Rhea-AI Filing Summary

Aon plc General Counsel Darren Zeidel reported several equity award transactions in Class A ordinary shares and restricted share units. On February 12, 2026, he acquired 7,135 Class A shares from performance share unit settlements and 1,113 restricted share units, with related shares withheld to cover taxes.

On February 13, 2026, additional restricted share units vested and converted into 871 and 209 Class A shares, again paired with tax-withholding share dispositions. All restricted share units convert 1-for-1 into Class A shares under Aon’s 2011 Incentive Compensation Plan. After these transactions, Zeidel directly held 25,294.099 Class A ordinary shares and continued to hold restricted share units scheduled to vest over three years.

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^*

Zeidel Darren

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

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)		7,135	A	(1)	27,388.161	D
Class A Ordinary Stock	02/12/2026		F(2)		2,695.636	D	$314.49	24,692.525	D
Class A Ordinary Stock	02/13/2026		M(3)		871	A	(3)	25,563.525	D
Class A Ordinary Stock	02/13/2026		F(2)		385.841	D	$321.7	25,177.684	D
Class A Ordinary Stock	02/13/2026		M(3)		209	A	(3)	25,386.684	D
Class A Ordinary Stock	02/13/2026		F(2)		92.585	D	$321.7	25,294.099	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
Restricted Share Unit (Right to Receive)	(4)	02/13/2026		M			871	(6)	02/16/2026(6)	Class A Ordinary Shares	871	$0	0	D
Restricted Share Unit (Right to Receive)	(4)	02/13/2026		M			209	(7)	02/13/2028(7)	Class A Ordinary Shares	209	$0	419	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. Class A Ordinary Shares withheld by the issuer for payment of taxes in connection with the vesting of the award.

3. Class A Ordinary Shares acquired upon the vesting of a restricted share unit 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.

6. A restricted share unit award was granted on February 16, 2023 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan, as amended and restated: 33 1/3% of the award vests on each of the first through third anniversary of the date of grant.

7. A restricted share unit award was granted on February 13, 2025 and vests in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan, as amended and restated: 33 1/3% of the award vests on each of the first through third anniversary of the date of grant.

	/s/ Colby Alexis - Colby Alexis pursuant to a power of attorney from Darren Zeidel	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 activity did AON General Counsel Darren Zeidel report on this Form 4?

Darren Zeidel reported equity award activity, including performance share unit settlements, new restricted share unit grants, vesting-related share issuances, and shares withheld for taxes. These were compensation-related transactions, not open-market stock purchases or discretionary sales.

How many AON Class A shares does Darren Zeidel own after these transactions?

After the reported transactions, Darren Zeidel directly owns 25,294.099 Aon plc Class A ordinary shares. This balance reflects shares acquired from performance and restricted share awards, net of shares withheld to satisfy tax obligations tied to those vesting events.

Were any of Darren Zeidel’s AON share dispositions open-market sales?

The dispositions reported were coded “F,” indicating shares withheld to pay taxes, not open-market sales. These shares were retained by the issuer to satisfy tax liabilities arising from equity award vesting and derivative conversions into Class A ordinary shares.

What restricted share unit grants for AON did Darren Zeidel receive?

Zeidel received 1,113 restricted share units on February 12, 2026. Each unit converts 1-for-1 into a Class A ordinary share, with vesting generally in three equal annual installments under Aon plc’s 2011 Incentive Compensation Plan, as amended and restated.

How did AON performance share units affect Darren Zeidel’s holdings?

Performance share units from Aon’s Leadership Performance Program settled into 7,135 Class A shares. The Organization and Compensation Committee set the number based on company performance from January 1, 2023 to December 31, 2025, with related shares withheld for taxes.

What is the vesting schedule for Darren Zeidel’s AON restricted share units?

The restricted share units generally vest over three years, with 33 1/3% of each award vesting on each of the first, second, and third anniversaries of the grant date, consistent with Aon plc’s 2011 Incentive Compensation Plan terms.