Marcell Andy 4

4 · Aon plc · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

Aon (AON) Global CEO Marcell Andy Receives Awards; Shares Withheld

What Happened

Marcell Andy, Global CEO, Solution Lines at Aon plc, received equity awards on Feb 12, 2026. The filing shows 12,882 Class A ordinary shares issued upon settlement of performance share units (PSUs) tied to 2023–2025 performance. In connection with the vesting, 6,576.052 shares were withheld to cover taxes at $314.49 per share (tax withholding value $2,068,103). The filing also shows two restricted share unit (RSU) awards reflected as acquisitions of 2,226 and 9,539 shares (recorded at $0.00 per share, derivative awards).

Key Details

Transaction date: 2026-02-12; Form 4 filed: 2026-02-17 (filed within the required business-day window).
PSU settlement: 12,882 shares issued (determined by the Organization & Compensation Committee based on Jan 1, 2023–Dec 31, 2025 performance) — footnote F1.
Tax withholding: 6,576.052 shares withheld by issuer to satisfy tax obligations at $314.49 per share = $2,068,103 (code F; footnote F2).
RSU awards: 2,226 and 9,539 shares shown as acquisitions (derivative awards recorded at $0.00); F3–F5 explain 1-for-1 conversion, nominal payment per Irish law ($0.01/share), and vesting schedules (33.33% annually over 3 years for one award; 100% vesting on Dec 31, 2030 for the other).
Shares owned after the transactions: not specified in the filing.
Transaction codes: A = Award/Grant, F = Payment of exercise price/tax liability (withholding).

Context

These are award vesting and RSU grant entries — common executive compensation events — rather than open-market purchases or planned sales. The PSU shares were settled based on multi-year company performance; a portion was withheld for taxes rather than sold on the open market. The RSUs carry future vesting schedules, so portions may not be immediately tradable.

Form 4

Period: 2026-02-12

Global CEO, Solution Lines

Transactions

Award
Class A Ordinary Stock
[F1]
2026-02-12+12,882→ 14,559.408 total
Tax Payment
Class A Ordinary Stock
[F2]
2026-02-12$314.49/sh−6,576.052$2,068,103→ 7,983.356 total
Award
Restricted Share Unit (Right to Receive)
[F3][F4]
2026-02-12+2,226→ 2,226 total
Exp: 2029-02-12→ Class A Ordinary Shares (2,226 underlying)
Award
Restricted Share Unit (Right to Receive)
[F3][F5]
2026-02-12+9,539→ 9,539 total
From: 2030-12-31Exp: 2030-12-31→ Class A Ordinary Shares (9,539 underlying)

Footnotes (5)

[F1]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.
[F2]Class A Ordinary Shares withheld by the issuer for payment of taxes in connection with the vesting of the award.
[F3]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.
[F4]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.
[F5]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.

Signature

/s/ Colby Alexis - Colby Alexis pursuant to a power of attorney from Andy Marcell|2026-02-17

1 file