Marcell Andy 4

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.