Aon (NYSE: AON) Global CEO Andy Marcell granted shares and long-term RSUs

Rhea-AI Filing Summary

Aon plc Global CEO, Solution Lines Andy Marcell reported new equity awards and related tax withholding transactions. On February 12, 2026, he acquired 12,882 Class A Ordinary Shares issued upon settlement of performance share units tied to company performance from January 1, 2023 to December 31, 2025.

On the same date, 6,576.052 Class A Ordinary Shares were withheld by Aon at a price of $314.49 per share to cover taxes, leaving 7,983.356 Class A Ordinary Shares held directly. He also received two restricted share unit grants: 2,226 RSUs vesting in equal thirds on each of the first three anniversaries of grant, and 9,539 RSUs vesting 100% on December 31, 2030, each convertible into Class A Ordinary Shares on a 1‑for‑1 basis for a nominal $0.01 per share under Irish law.

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
Estimated average burden
hours per response:			0.5

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^*

Marcell Andy

(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)
	Global CEO, Solution Lines

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)		12,882	A	(1)	14,559.408	D
Class A Ordinary Stock	02/12/2026		F(2)		6,576.052	D	$314.49	7,983.356	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		2,226		(4)	02/12/2029(4)	Class A Ordinary Shares	2,226	$0	2,226	D
Restricted Share Unit (Right to Receive)	(3)	02/12/2026		A		9,539		12/31/2030(5)	12/31/2030(5)	Class A Ordinary Shares	9,539	$0	9,539	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. 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. The restricted share unit award shall vest in accordance with the terms of the Aon plc 2011 Incentive Compensation Plan, as amended and restated, as follows: 100% of the award will vest on December 31, 2030.

	/s/ Colby Alexis - Colby Alexis pursuant to a power of attorney from Andy Marcell	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did AON Global CEO Andy Marcell report on February 12, 2026?

Andy Marcell reported equity awards and tax-related share withholding on February 12, 2026. He received 12,882 Class A Ordinary Shares from performance share units and had 6,576.052 shares withheld at $314.49 per share to satisfy tax obligations, leaving 7,983.356 shares held directly.

How many AON Class A shares did Andy Marcell receive from performance share units?

Andy Marcell received 12,882 Class A Ordinary Shares from performance share units. These shares were issued upon settlement of awards granted about three years earlier under Aon’s Leadership Performance Program, based on company performance from January 1, 2023 through December 31, 2025, as determined by the board committee.

Why were 6,576.052 AON Class A shares withheld from Andy Marcell?

6,576.052 Class A Ordinary Shares were withheld to cover taxes. The issuer retained these shares at a price of $314.49 per share in connection with the vesting of the award, a common tax-withholding disposition that reduced Marcell’s directly held shares to 7,983.356 after the transaction.

What new restricted share units did AON grant to Andy Marcell in 2026?

Aon granted Andy Marcell two new restricted share unit awards on February 12, 2026. One covers 2,226 RSUs vesting in three equal annual installments, and another covers 9,539 RSUs vesting 100% on December 31, 2030, each convertible 1‑for‑1 into Class A Ordinary Shares.

How do Andy Marcell’s AON restricted share units convert into Class A Ordinary Shares?

Each restricted share unit converts 1‑for‑1 into a Class A Ordinary Share. Under Irish law, Marcell agreed to pay Aon a nominal value of $0.01 per share issued upon RSU conversion, consistent with the company’s 2011 Incentive Compensation Plan terms.

When will Andy Marcell’s new AON restricted share units vest?

The 2,226-unit award vests over three years, and the 9,539-unit award vests in 2030. Specifically, 33 1/3% vests on each of the first three anniversaries of grant, while the larger grant vests 100% on December 31, 2030.