Aon (NYSE: AON) CFO Edmund Reese reports RSU grant, conversion and tax share withholding

Rhea-AI Filing Summary

Aon plc Chief Financial Officer Edmund Reese reported equity award activity. On February 12, 2026, he received a grant of 2,337 restricted share units, each convertible into one Class A Ordinary Share under Aon’s 2011 Incentive Compensation Plan.

On February 13, 2026, 598 restricted share units were converted into 598 Class A Ordinary Shares, and the company withheld 250.805 shares at $321.7 per share to cover taxes. Following these transactions, Reese directly owned 2,124.081 Class A Ordinary Shares and 1,196 restricted share units from the earlier award, plus the new 2,337-unit grant.

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^*

Reese Edmund

(Last) (First) (Middle)

200 E. 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 Financial 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	02/13/2026		M(1)		598	A	(1)	2,374.886	D
Class A Ordinary Stock	02/13/2026		F(2)		250.805	D	$321.7	2,124.081	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)	(3)	02/12/2026		A		2,337		(4)	02/12/2029(4)	Class A Ordinary Shares	2,337	$0	2,337	D
Restricted Share Unit (Right to Receive)	(3)	02/13/2026		M			598	(5)	02/13/2028(5)	Class A Ordinary Shares	598	$0	1,196	D

Explanation of Responses:

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

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

3. 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.

4. 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.

5. 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 Edmund Reese	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 equity transactions did AON CFO Edmund Reese report on this Form 4?

Edmund Reese reported a grant of 2,337 restricted share units, the conversion of 598 units into Class A Ordinary Shares, and the withholding of 250.805 shares to cover taxes related to vesting, all under Aon’s 2011 Incentive Compensation Plan.

How many AON Class A Ordinary Shares does Edmund Reese own after these transactions?

After the reported transactions, Edmund Reese directly owns 2,124.081 Class A Ordinary Shares. This reflects shares received from restricted share unit vesting, net of 250.805 shares withheld by Aon to satisfy tax obligations tied to the vesting event.

What restricted share unit awards does AON CFO Edmund Reese hold following this filing?

Reese holds 1,196 restricted share units from an earlier award and a new grant of 2,337 restricted share units. Each unit converts into one Class A Ordinary Share, with vesting scheduled in thirds over the first through third anniversaries of the grant dates.

Was there an open-market sale of AON shares by Edmund Reese in this Form 4?

No open-market sale was reported. The only disposition involved 250.805 Class A Ordinary Shares withheld by Aon at $321.7 per share to pay taxes due upon vesting, which is classified as a tax-withholding disposition rather than a market transaction.

How do Edmund Reese’s restricted share units in AON convert into Class A Ordinary Shares?

Each restricted share unit converts into one Class A Ordinary Share on a 1-for-1 basis. Under Irish law, Reese agreed to pay Aon the nominal value of $0.01 per share issued upon conversion, as outlined in the equity award terms and plan documents.

What is the vesting schedule for Edmund Reese’s new 2,337-unit AON restricted share award?

The 2,337-unit restricted share award vests in three equal installments. Specifically, 33 1/3% of the units vest on each of the first, second, and third anniversaries of the February 12, 2026 grant date, consistent with Aon’s 2011 Incentive Compensation Plan.