Goltermann Lori 4

What Happened
Lori Goltermann, CEO, Regions & North America at Aon plc, had performance share units (PSUs) settle on Feb 12, 2026, resulting in 6,937 Class A shares issued to her. The company withheld 2,713.338 of those shares to cover taxes (disposed) at $314.49 per share for proceeds of $853,318. In addition, she was granted 1,113 restricted share units (RSUs) (derivative award) that convert to one Class A share each; under Irish law she agreed to pay the nominal €/$0.01 per share. Net immediate share increase after withholding was 4,223.662 shares; if the RSUs fully vest over time the total net increase would be 5,336.662 shares.

Key Details

• Transaction date: Feb 12, 2026. Filing date: Feb 17, 2026 (timely — Feb 16 was a U.S. holiday).
• Withheld (tax payment): 2,713.338 shares disposed at $314.49 = $853,318.
• Shares issued on settlement: 6,937 Class A Ordinary Shares (PSU settlement based on 2023–2025 performance).
• RSU grant: 1,113 restricted share units (derivative award) reported at $0.00; converts 1-for-1 to shares, with a nominal payment of $0.01 per share required.
• Vesting: RSUs vest 33 1/3% on each of the first through third anniversaries of the grant.
• Footnotes: settlement relates to PSUs granted ~3 years ago under Aon’s Leadership Performance Program; filing notes inclusion of shares from the Aon ESPP (Dec 31, 2025); withholding was to satisfy tax obligations.
• Shares owned after transaction: not disclosed in the provided excerpt.

Context and investor takeaway: This filing reflects award settlement and routine tax withholding rather than an open‑market sale or purchase. PSUs were paid out based on multi-year performance; the RSUs are unvested and will vest over three years. Tax‑withholding via share retention is common and does not by itself signal a change in insider sentiment.