Equity awards and tax share moves for Aon (NYSE: AON) CAO Stevens

Rhea-AI Filing Summary

Aon plc’s Chief Administrative Officer Lisa Stevens reported multiple equity award transactions in February 2026. On February 12, 2026, she acquired 15,856 Class A Ordinary Shares upon settlement of performance share units and received a grant of 2,059 restricted share units.

Also on February 12, 7,568.408 shares were withheld at $314.49 per share to cover taxes. On February 13, 2026, Stevens converted 1,451 and 478 restricted share units into the same number of Class A shares, with an additional 701.247 and 231.011 shares withheld at $321.70 per share for taxes. She held 26,353.4907 Class A shares and 957 restricted share units directly afterward.

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^*

Stevens Lisa

(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)
	Chief Administrative Officer

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)		15,856	A	(1)	32,925.1567(2)	D
Class A Ordinary Stock	02/12/2026		F(3)		7,568.408	D	$314.49	25,356.7487	D
Class A Ordinary Stock	02/13/2026		M(4)		1,451	A	(4)	26,807.7487	D
Class A Ordinary Stock	02/13/2026		F(3)		701.247	D	$321.7	26,106.5017	D
Class A Ordinary Stock	02/13/2026		M(4)		478	A	(4)	26,584.5017	D
Class A Ordinary Stock	02/13/2026		F(3)		231.011	D	$321.7	26,353.4907	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)	(5)	02/12/2026		A		2,059		(6)	02/12/2029(6)	Class A Ordinary Shares	2,059	$0	2,059	D
Restricted Share Unit (Right to Receive)	(5)	02/13/2026		M			1,451	(7)	02/16/2026(7)	Class A Ordinary Shares	1,451	$0	0	D
Restricted Share Unit (Right to Receive)	(5)	02/13/2026		M			478	(8)	02/13/2028(8)	Class A Ordinary Shares	478	$0	957	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 June 30, 2025 and 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. Class A Ordinary Shares acquired upon the vesting of a restricted share unit award.

5. 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.

6. 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.

7. 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.

8. 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 Lisa Stevens	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did AON executive Lisa Stevens report in February 2026?

Lisa Stevens reported equity award activity in February 2026, including performance share settlements, new restricted share unit grants, derivative conversions, and tax-related share withholdings. These transactions reflect routine executive compensation events rather than open-market stock purchases or sales.

How many AON Class A shares did Lisa Stevens acquire from awards in this Form 4?

Stevens acquired 15,856 Class A Ordinary Shares on February 12, 2026 from settled performance share units, plus additional shares on February 13, 2026 when 1,451 and 478 restricted share units converted into the same number of Class A shares at no cash exercise price.

How many AON shares were withheld for Lisa Stevens’ tax obligations?

Aon withheld 7,568.408 Class A Ordinary Shares at $314.49 per share on February 12, 2026, and 701.247 plus 231.011 shares at $321.70 per share on February 13, 2026, to satisfy tax liabilities tied to her equity award vesting events.

What is Lisa Stevens’ AON share ownership after the reported transactions?

Following the February 2026 transactions, Lisa Stevens directly owned 26,353.4907 Class A Ordinary Shares of Aon plc. She also held 957 restricted share units, each convertible on a 1‑for‑1 basis into Class A Ordinary Shares under the company’s incentive compensation plan.

What restricted share unit activity did AON report for Lisa Stevens?

Stevens received a grant of 2,059 restricted share units on February 12, 2026. On February 13, 2026, 1,451 and 478 restricted share units vested and converted into the same number of Class A shares, leaving her with 957 restricted share units outstanding afterward.

Were Lisa Stevens’ AON transactions open-market buys or sales?

The reported transactions involve equity awards, conversions, and tax-withholding dispositions, not open-market trading. Shares were issued from performance and restricted share unit programs, while other shares were withheld by Aon to cover tax obligations associated with those vesting events.