STOCK TITAN

Aon (NYSE: AON) COO Mindy Simon receives stock awards, covers taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Aon plc Chief Operating Officer Mindy F. Simon reported equity compensation activity and related tax withholdings. On February 12, 2026, she acquired 5,550 Class A Ordinary Shares at no cost upon settlement of performance share units, while 2,378.1 shares were withheld at $314.49 per share to cover taxes.

She also received a grant of 1,113 restricted share units that vest in three equal annual installments under Aon’s 2011 Incentive Compensation Plan. On February 13, 2026, 254 restricted share units vested and converted 1-for-1 into Class A Ordinary Shares, and 108.836 shares were withheld at $321.70 per share for taxes.

After these transactions, Simon directly held 6,496.485 Class A Ordinary Shares and 1,113 newly granted restricted share units plus 508 remaining units from an earlier award.

Positive

  • None.

Negative

  • None.
Insider Simon Mindy F.
Role Chief Operating Officer
Type Security Shares Price Value
Exercise Restricted Share Unit (Right to Receive) 254 $0.00 --
Exercise Class A Ordinary Stock 254 $0.00 --
Tax Withholding Class A Ordinary Stock 108.836 $321.70 $35K
Grant/Award Restricted Share Unit (Right to Receive) 1,113 $0.00 --
Grant/Award Class A Ordinary Stock 5,550 $0.00 --
Tax Withholding Class A Ordinary Stock 2,378.1 $314.49 $748K
Holdings After Transaction: Restricted Share Unit (Right to Receive) — 508 shares (Direct); Class A Ordinary Stock — 6,605.321 shares (Direct)
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. Class A Ordinary Shares acquired upon the vesting of a restricted share unit award. 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. 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. 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.
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*
Simon Mindy F.

(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 Operating 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) 5,550 A (1) 8,729.421 D
Class A Ordinary Stock 02/12/2026 F(2) 2,378.1 D $314.49 6,351.321 D
Class A Ordinary Stock 02/13/2026 M(3) 254 A (3) 6,605.321 D
Class A Ordinary Stock 02/13/2026 F(2) 108.836 D $321.7 6,496.485 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 254 (6) 02/13/2028(6) Class A Ordinary Shares 254 $0 508 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 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 Mindy Simon 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 COO Mindy Simon report on this Form 4?

Mindy Simon reported equity compensation activity, not open-market trades. She received 5,550 Class A Ordinary Shares from performance share units, 1,113 new restricted share units, and had shares withheld on both days to satisfy tax obligations tied to vesting awards.

How many AON shares does Mindy Simon own after these reported transactions?

After the reported transactions, Mindy Simon directly held 6,496.485 Class A Ordinary Shares. She also held 1,113 newly granted restricted share units and 508 remaining units from a prior award, which represent additional potential future share deliveries as they vest over time.

Were any of Mindy Simon’s AON share transactions open-market purchases or sales?

The reported transactions were equity awards, vesting events, and tax-withholding dispositions. Shares were acquired through settlement of performance share units and restricted share units, while shares labeled with code F were withheld by Aon to cover taxes, not sold in open-market trades.

What restricted share unit awards did AON grant to Mindy Simon in this filing?

Mindy Simon received 1,113 restricted share units on February 12, 2026, under Aon’s 2011 Incentive Compensation Plan. The award vests in three equal annual installments, with each one-third portion vesting on the first, second, and third anniversaries of the grant date, subject to plan terms.

How were taxes handled on Mindy Simon’s AON equity vesting events?

Aon withheld shares to satisfy tax obligations on vesting. On February 12, 2026, 2,378.1 shares were withheld at $314.49 per share, and on February 13, 2026, 108.836 shares were withheld at $321.70 per share, both recorded as tax-withholding dispositions coded F.

What is the origin of the 5,550 AON shares Mindy Simon acquired in February 2026?

The 5,550 Class A Ordinary Shares issued on February 12, 2026, came from performance share unit awards granted about three years earlier under Aon’s Leadership Performance Program. The final number of shares was set by the board’s compensation committee based on 2023–2025 performance.