Case Gregory C 4

What Happened

• Gregory C. Case, President & CEO and a director of Aon plc (AON), had performance share unit (PSU) awards settle on Feb 12, 2026. He was issued 71,868 and 4,589 Class A ordinary shares (total 76,457 shares) as the awards vested.
• To cover tax withholding on the vested awards, the issuer withheld 32,246.147 and 2,059.019 shares (total ~34,305.166 shares) and received cash proceeds at $314.49 per share: $10,141,091 and $647,541 respectively (combined ≈ $10,788,632).
• The net result is an increase in Case’s shareholdings by the difference between shares issued and shares withheld (about 42,152 shares retained).

Key Details

• Transaction date: February 12, 2026; Form 4 filed February 17, 2026 (file appears timely given the Presidents’ Day holiday).
• Award details: Settlement of PSUs (F1) tied to company performance from Jan 1, 2023 – Dec 31, 2025; number of shares set by the Organization and Compensation Committee (F1).
• Tax withholding: Class A shares withheld by the issuer to pay taxes in connection with vesting (code F / footnote F2).
• Cash realized from withheld shares: ~34,305 shares × $314.49 = ≈ $10.79M.
• Shares owned after transaction: not disclosed in the provided excerpt.
• Additional background: prior GRAT annuity returns to the reporting person are noted in the filing (F3, F4) but are separate from the Feb 12 PSU settlement.

Context

• This was not an open-market sale or purchase: the primary event was the settlement of long-term incentive PSUs (an award), with a routine tax-withholding disposition of a portion of the shares (common practice on vesting).
• For retail investors: awards and associated tax-withholding are compensation events and do not necessarily signal the insider buying or selling based on company outlook.