Aon (NYSE: AON) CEO exercises RSUs and makes stock gifts

Rhea-AI Filing Summary

Aon plc President & CEO Gregory C. Case reported several equity transactions involving Class A Ordinary Shares on February 17, 2026. A restricted share unit award granted on February 17, 2023 vested, and 2,357 restricted share units converted into Class A Ordinary Shares on a 1-for-1 basis, with the nominal value of $0.01 per share paid in accordance with Irish law.

To cover withholding taxes tied to this vesting, 1,001.695 Class A shares were withheld by Aon at a price of $325.9600 per share, which is a tax-withholding disposition rather than an open-market sale. Case also reported several bona fide gifts of Class A shares, including both directly held stock and shares held indirectly "By Trust." After these transactions, he held 933,708.898 Class A shares directly, with additional indirect holdings reported through trusts and GRATs as of that date.

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^*

Case Gregory C

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M(1)		2,357	A	(1)	941,138.593	D
Class A Ordinary Stock	02/17/2026		F(2)		1,001.695	D	$325.96	940,136.898	D
Class A Ordinary Stock	02/17/2026		G		3,214	D	$0	936,922.898	D
Class A Ordinary Stock	02/17/2026		G		3,214	D	$0	933,708.898	D
Class A Ordinary Stock	02/17/2026		G		3,214	A	$0	132,243	I	By Trust
Class A Ordinary Stock	02/17/2026		G		3,214	A	$0	132,243	I	By Trust
Class A Ordinary Stock								163,964	I	By Trust
Class A Ordinary Stock								163,963	I	By Trust
Class A Ordinary Stock								37,412	I	By GRAT
Class A Ordinary Stock								73,240	I	By GRAT

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)	02/17/2026		M			2,357	(4)	02/17/2026(4)	Class A Ordinary Shares	2,357	$0	0	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 withholding 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. A restricted share unit award was granted on February 17, 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.

	/s/ Colby Alexis - Colby Alexis pursuant to a power of attorney from Greg Case	02/19/2026
	** 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 transactions did AON CEO Gregory Case report on February 17, 2026?

Gregory C. Case reported RSU vesting, tax withholding, and gifts of Aon plc Class A shares on February 17, 2026. 2,357 restricted share units converted into Class A shares, some shares were withheld for taxes, and several bona fide gifts of stock were recorded.

How many AON restricted share units vested for CEO Gregory Case in this Form 4?

The filing shows 2,357 restricted share units vesting and converting into Aon plc Class A Ordinary Shares on a 1-for-1 basis. These units came from an award granted February 17, 2023, which vests in three equal annual installments under Aon’s 2011 Incentive Compensation Plan.

Were any AON shares sold on the open market in Gregory Case’s latest Form 4?

No open-market sales are indicated. The Form 4 lists shares withheld by Aon to cover withholding taxes and several bona fide gifts of Class A shares. Transactions use codes M, F, and G, representing derivative exercise, tax-withholding disposition, and gifts, respectively.

How many AON Class A shares does Gregory Case hold directly after these transactions?

After the reported transactions, Gregory C. Case directly holds 933,708.898 Aon plc Class A Ordinary Shares. The Form 4 also discloses additional indirect holdings classified as “By Trust” and “By GRAT,” reflecting shares held through separate estate-planning vehicles.

What tax-related transaction is disclosed in Gregory Case’s AON Form 4 filing?

The filing shows 1,001.695 Class A Ordinary Shares withheld by Aon to satisfy withholding taxes associated with RSU vesting. These shares are valued at a transaction price of $325.9600 per share and are coded as a tax-withholding disposition, not a market sale.

What are the vesting terms of Gregory Case’s AON restricted share unit award?

A restricted share unit award granted February 17, 2023 vests in three equal installments. Under the plan, 33 1/3% of the award vests on each of the first, second, and third anniversaries of the grant date, converting into Class A Ordinary Shares on a 1-for-1 basis.